<PAGE> 1
BRIGGS & STRATTON
CORPORATION
---------------------
ANNUAL MEETING
OF SHAREHOLDERS
---------------------
October 18, 1995
NOTICE
AND
PROXY
STATEMENT
[LOGO]
PRINTED ON
RECYCLED PAPER
<PAGE> 2
BRIGGS & STRATTON CORPORATION
[LOGO](R)
12301 WEST WIRTH STREET
WAUWATOSA, WISCONSIN 53222
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE is hereby given that the Annual Meeting of Shareholders of
BRIGGS & STRATTON CORPORATION, a Wisconsin corporation (hereinafter called the
Corporation), will be held at the Tarrytown House Conference Center, East
Sunnyside Lane, Tarrytown, New York 10591, on Wednesday, October 18, 1995, at
9:00 a.m. Eastern Daylight Time, for the following purposes:
(a) To elect three Directors to serve for three-year terms expiring
in 1998; and
(b) To consider and vote upon a shareholder's proposal, if
presented; and
(c) To take action with respect to any other matters that may be
brought before the meeting and that might be considered by the
shareholders of a Wisconsin corporation at their annual meeting.
By order of the Board of Directors
Wauwatosa, Wisconsin
September 11, 1995
ROBERT H. ELDRIDGE, Secretary
YOUR VOTE IS IMPORTANT TO INSURE THAT A MAJORITY OF THE STOCK IS
REPRESENTED. PLEASE SIGN AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED
ENVELOPE.
The Tarrytown House Conference Center is located in Tarrytown, New
York, 24 miles north of midtown Manhattan, New York.
<PAGE> 3
PROXY STATEMENT
This statement is furnished in connection with the solicitation by the
Board of Directors of Briggs & Stratton Corporation of proxies, in the
accompanying form, to be used at the Annual Meeting of Shareholders of the
Corporation to be held on October 18, 1995 and any adjournments thereof. Only
shareholders of record at the close of business on August 31, 1995 will be
entitled to notice of and to vote at the meeting. The shares represented by
each valid proxy received in time will be voted at the meeting and, if a choice
is specified on the proxy, such shares will be voted in accordance with that
specification. Shareholders may revoke proxies at any time to the extent they
have not been exercised. The cost of solicitation of proxies will be borne by
the Corporation. Solicitation will be made primarily by use of the mails;
however, some solicitation may be made by regular employees of the Corporation,
without additional compensation therefor, by telephone, by facsimile, or in
person. In addition, the Corporation has retained Georgeson & Company, Inc. to
assist it in its proxy solicitation efforts, at a fee to the Corporation
anticipated not to exceed $15,000 plus reasonable out-of-pocket expenses. On
the record date, the Corporation had outstanding 28,927,000 shares of $.01 par
value common stock entitled to one vote per share.
A majority of the votes entitled to be cast with respect to each matter
submitted to the shareholders, represented either in person or by proxy, shall
constitute a quorum with respect to such matter. If a quorum exists, the
affirmative vote of a majority of the votes represented at the meeting will be
required for the election of directors and the passing of the shareholder
proposal. A vote withheld from the election of directors or an abstention with
respect to the shareholder proposal shall count toward the quorum requirement
and shall have the effect of a vote against the director nominee or nominees,
or such proposal. A broker non-vote shall count toward the quorum requirement,
but shall have no effect on the voting for the shareholder proposal. The
Inspectors of Election appointed by the Board of Directors shall count the
votes and ballots.
The Corporation's principal executive offices are located at 12301 West
Wirth Street, Wauwatosa, Wisconsin 53222. It is expected that this Proxy
Statement and the form of proxy will be mailed to shareholders on or about
September 11, 1995.
1
<PAGE> 4
(a) ELECTION OF DIRECTORS
The Board of Directors of Briggs & Stratton is divided into three
classes, with the term of office of each class ending in successive years.
Three directors are to be elected to serve for a term of three years each
expiring in 1998 and six directors will continue to serve for the terms
designated in the following schedule. All directors are elected subject to the
Bylaw restricting service beyond the Annual Meeting of Shareholders following
their attainment of age 70. It is intended that proxies received in response to
this solicitation will be voted for the election of the nominees named below
or, in the event of contingency not presently foreseen, for the election of
other persons who may be nominated as substitutes.
Each nonemployee director of the Corporation receives an annual
retainer fee of $15,000, a fee of $1,500 for each Board meeting attended and
$1,000 for each Committee meeting attended, and a fee of $250 for participating
in any written consent resolution. Nonemployee directors may elect to defer
receipt of all or a portion of their directors' fees until any date but no
later than the year in which the director attains the age of 71 years. Amounts
so deferred will be credited with interest quarterly at 80% of the prime rate.
Nonemployee directors are provided with $150,000 of coverage under the
Corporation's Business Travel Accident Plan while on Corporate business.
<TABLE>
<CAPTION>
YEAR FIRST
BECAME A
NAME, AGE, PRINCIPAL OCCUPATION FOR PAST FIVE YEARS AND DIRECTORSHIPS DIRECTOR
<S> <C>
NOMINEES FOR ELECTION AT THE ANNUAL MEETING (CLASS OF 1998):
CLARENCE B. ROGERS, JR., 65 (1) (2) (4) 1991
Chairman and Chief Executive Officer of Equifax Inc., a provider of information
based administrative services, since 1992. President and Chief Executive Officer,
October 1989 to October 1992. Director of Dean Witter, Discover & Co.; Sears,
Roebuck & Co. and Equifax Inc.
FREDERICK P. STRATTON, JR., 56 (3) (4) 1976
Chairman and Chief Executive Officer of the Corporation since 1986. Also President
(1992-1994). Director of Banc One Corporation, Banc One Wisconsin Corporation,
Bank One Milwaukee, N.A., Midwest Express Airlines, Weyco Group Inc., Wisconsin
Electric Power Company and Wisconsin Energy Corporation.
ELWIN J. ZARWELL, 68 (3) (4) (5) 1972
Retired. Lawyer, Partner in the firm of Quarles & Brady, Milwaukee, Wisconsin
until September 1994.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
YEAR FIRST
BECAME A
NAME, AGE, PRINCIPAL OCCUPATION FOR PAST FIVE YEARS AND DIRECTORSHIPS DIRECTOR
<S> <C>
INCUMBENT DIRECTORS (CLASS OF 1997):
JOHN L. MURRAY, 68 (1) (2) 1989
Retired. Chairman of the Board of Universal Foods Corporation, manufacturer
and marketer of food ingredients and specialty foods (1984-1990). Director
of Marcus Corporation, Twin Disc, Incorporated and Universal Foods Corporation.
JOHN S. SHIELY, 43 (3) 1994
President and Chief Operating Officer of the Corporation since August 1994.
Executive Vice President - Administration (1991-1994); Vice President and General
Counsel (1990-1991) and General Counsel (1986-1990).
CHARLES I. STORY, 41 (1) (4) 1994
President and Chief Executive Officer, INROADS, Inc., a national non-profit
training and development organization which prepares talented minorities for
careers in business and engineering; Executive Vice President - Operations
from July 1991 to December 1992. Vice President and Director of Community Development,
First American National Bank (1989-1991). Director of INROADS, Inc. and Advisory
Director of First American National Bank.
INCUMBENT DIRECTORS (CLASS OF 1996):
MICHAEL E. BATTEN, 55 (1) (2) 1984
Chairman and Chief Executive Officer of Twin Disc, Incorporated, manufacturer
of power transmission equipment, since 1991; Chairman, President and Chief
Executive Officer (1989-1991). Director of Firstar Corporation, Twin Disc,
Incorporated and Universal Foods Corporation.
ROBERT H. ELDRIDGE, 56 1988
Executive Vice President and Chief Financial Officer, Secretary-Treasurer of
the Corporation since April 1995. Secretary-Treasurer (1984-1995). Director
of M&I Northern Bank.
PETER A. GEORGESCU, 56 (1) (4) 1986
Chairman and Chief Executive Officer of Young & Rubicam Inc., an international
communications firm; Chairman since January 1995 and Chief Executive Officer
since January 1994. President (1990-1994). Director of Young & Rubicam Inc.
</TABLE>
FOOTNOTES (1), (2), (3), (4) AND (5) ARE ON PAGE 4.
3
<PAGE> 6
(1) Member of Audit Committee, of which Mr. Batten is Chairman. The Audit
Committee, composed of all outside directors, makes recommendations to
the Board of Directors regarding the engagement of independent public
accountants to audit the books and accounts of the Corporation and
reviews with such accountants the audited financial statements and their
report thereon. The Audit Committee also reviews and approves all
non-audit services performed by the independent public accountants,
reviews such accountants' recommendations on accounting policies and
internal controls, reviews internal accounting and auditing procedures,
and monitors internal programs to insure compliance with law and to
avoid conflicts of interest. The Audit Committee held three meetings
during fiscal 1995.
(2) Member of Nominating and Salaried Personnel Committee, a committee
composed of outside directors, of which Mr. Murray is Chairman. The
Nominating and Salaried Personnel Committee: (a) proposes to the Board
of Directors a slate of nominees for election by the shareholders at the
Annual Meeting of Shareholders and prospective director candidates
in the event of the resignation, death or retirement of directors or
change in Board composition requirements; (b) reviews candidates
recommended by shareholders for election to the Board of Directors; (c)
develops plans regarding the size and composition of both the Board of
Directors and Committees; (d) reviews the compensation and benefits of
salaried employees and makes appropriate recommendations to the Board of
Directors; (e) administers The Briggs & Stratton Corporation Stock
Incentive Plan and the Economic Value Added Incentive Compensation Plan;
and (f) prepares on an annual basis a report on executive compensation.
The Nominating and Salaried Personnel Committee held four meetings
during fiscal 1995.
The Committee will consider candidates for the Board of Directors
recommended by a shareholder who submits such recommendation in writing
to the Secretary of the Corporation at its principal office in
Wauwatosa, Wisconsin, stating the shareholder's name and address, the
name and address of the candidate, and the qualifications of and other
detailed background information regarding the candidate. All letters
suggesting candidates must be received by the Secretary of the
Corporation on or before May 1 of the year of the Annual Meeting of
Shareholders in which the candidate's nomination would be acted upon.
Any direct nominations by shareholders for the Board of Directors must
be made in accordance with the information and timely notice
requirements of the Corporation's Bylaws, a copy of which may be
obtained from the Secretary of the Corporation. Among other things, such
nominations must be in writing and, for consideration at the 1996 Annual
Meeting, received by the Secretary no later than July 20, 1996.
(3) Member of Executive Committee. The Executive Committee is authorized
to exercise the authority of the Board of Directors in the management of
the business and the affairs of the Corporation between meetings of
the Board, except as provided in the Bylaws. The Executive Committee
held one meeting during fiscal 1995.
(4) Member of Planning Committee, of which Mr. Stratton is Chairman. This
Committee reviews with management the product and marketing plans for
the Corporation. There were four meetings held during fiscal 1995.
(5) Quarles & Brady, of which Mr. Zarwell is a retired partner, is outside
legal counsel for the Corporation.
The Board of Directors held five meetings in fiscal 1995.
4
<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table presents the names of persons known to the Corporation
to be the beneficial owners of more than 5% of the outstanding shares of its
common stock.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
---------------------------------------------------------------------------
<S> <C> <C>
Pioneering Management Corp. 2,792,500(a) 9.7%
60 State Street
Boston, Massachusetts 02109
---------------------------------------------------------------------------
</TABLE>
(a) Pioneering Management Corp. reports that as of August 10, 1995 it
had sole voting power with respect to 2,792,500 shares and shared dispositive
power with respect to 2,792,500 shares.
The above beneficial ownership information is based on information
furnished by the specified persons and is determined in accordance with Rule
13d-3, as required for purposes of this Proxy Statement. It is not necessarily
to be construed as an admission of beneficial ownership for other purposes.
5
<PAGE> 8
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of shares of common stock of the Corporation by each director, nominee
and named executive officer, and by all directors, nominees and executive
officers as a group, as of August 1, 1995.
<TABLE>
<CAPTION>
NATURE OF BENEFICIAL OWNERSHIP
------------------------------------
TOTAL NO. SOLE SHARED SOLE
OF SHARES PERCENT VOTING AND VOTING AND VOTING
BENEFICIALLY OF INVESTMENT INVESTMENT POWER
DIRECTORS AND EXECUTIVE OFFICERS OWNED CLASS POWER POWER ONLY
-------------------------------- ------------ ------- ---------- ---------- ------
<S> <C> <C> <C> <C> <C>
Michael E. Batten 400 * 400 0 0
Robert H. Eldridge 191,082(a)(b) * 12,681(a) 174,200 4,201
Peter A. Georgescu 2,000 * 0 2,000 0
Michael D. Hamilton 15,701(a) * 12,681(a) 0 3,020
John L. Murray 2,000 * 2,000 0 0
Clarence B. Rogers, Jr. 2,000 * 2,000 0 0
John S. Shiely 304,209(a)(c) 1.1 22,151(a) 280,000 2,058
Charles I. Story 400 * 0 400 0
Frederick P. Stratton, Jr. 785,262(a)(b)(c) 2.7 21,157(a) 758,462 5,643
James A. Wier 16,419(a) * 12,774(a) 0 3,645
Elwin J. Zarwell 4,000 * 4,000 0 0
All directors, nominees and
executive officers as a group
(20 persons including the
above named) 936,413(a) 3.2% 136,206(a) 760,906 39,301
</TABLE>
*Less than 1%.
(a) Includes shares issuable pursuant to stock options exercisable within
60 days after the date of this proxy statement for Messrs.
Eldridge, Hamilton, Shiely, Stratton, Wier, and all directors, nominees
and executive officers as a group of: 9,681; 9,681; 6,151; 2,461;
9,681 and 73,266; respectively.
(b) Includes 174,200 shares in the Briggs & Stratton Retirement Plan as
to which Mr. Stratton and Mr. Eldridge share beneficial ownership
through joint voting and investment power.
(c) Includes 280,000 shares in the Briggs & Stratton Corporation Foundation
as to which Mr. Stratton and Mr. Shiely share beneficial ownership
through joint voting and investment power.
The above beneficial ownership information is based on information
furnished by the specified persons and is determined in accordance with Rule
13d-3, as required for purposes of this Proxy Statement. It is not necessarily
to be construed as an admission of beneficial ownership for other purposes.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors and certain of its officers to file reports of their
ownership of Briggs & Stratton stock and of changes in such ownership with the
Securities and Exchange Commission (the "SEC") and the New York Stock Exchange.
SEC regulations also require the Corporation to identify in this proxy statement
any person subject to this requirement who failed to file any such report on a
timely basis. Peter A. Georgescu, a director of the Corporation, inadvertently
filed one such report, reporting one transaction, 20 days late.
6
<PAGE> 9
PERFORMANCE GRAPH
The chart below shows a comparison of the cumulative return over the last five
fiscal years had $100 been invested at the close of business on June 30, 1990
in each of Briggs & Stratton common stock, the Standard & Poor's (S&P) 500
Index and the S&P Machinery Index.
FIVE YEAR CUMULATIVE TOTAL RETURN COMPARISON*
BRIGGS & STRATTON VERSUS PUBLISHED INDICES (S&P 500 AND S&P MACHINERY)
<TABLE>
<CAPTION>
6/90 6/91 6/92 6/93 6/94 6/95
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Briggs & Stratton....... 100 106 150 228 236 268
S&P 500................. 100 107 122 138 140 177
S&P Machinery........... 100 96 94 126 137 173
</TABLE>
* Total return calculation is based on compounded monthly returns with
reinvested dividends.
NOMINATING AND SALARIED PERSONNEL COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Corporation's Nominating and Salaried Personnel Committee (the
"Committee"), which is comprised of three outside directors of the Corporation,
is responsible for considering and approving compensation arrangements for
senior management of the Corporation, including the Corporation's executive
officers and the chief executive officer. The objectives of the Committee in
establishing compensation arrangements for senior management are to: (i) attract
and retain key executives who are important to the continued success of the
Corporation and its operating divisions; and (ii) provide strong financial
incentives, at reasonable cost to the shareholders, for senior management to
enhance the value of the shareholders' investment.
The primary components of the Corporation's executive compensation
program are (i) base salary, (ii) incentive compensation bonuses and (iii)
incentive stock options.
The Committee believes that:
- The Corporation's incentive plans provide very strong incentives for
management to increase shareholder value;
- The Corporation's pay levels are appropriately targeted to attract and
retain key executives; and
- The Corporation's total compensation program is a cost-effective
strategy to increase shareholder value.
7
<PAGE> 10
BASE SALARIES
Officers' base salaries are reviewed annually by the Committee. Salaries
are based on level of responsibility and individual performance. It is the
Corporation's objective that base salary levels, in the aggregate, be at or
modestly above competitive salary levels. The Committee defines a competitive
salary level as the average for similar responsibilities in similar companies.
In setting base salaries for fiscal 1995, the Committee reviewed compensation
survey data from its outside consultant, Hewitt Associates, for a Comparator
Group of companies (which is not the same group of companies included in the S&P
Machinery Index), in the general sales dollar size range and broad industry
sector of the Corporation. It also reviewed an internally prepared Summary of
Compensation for executive officers of public companies located in southern
Wisconsin based on compensation reported in proxy statements. The Committee was
satisfied that the salary levels set would achieve the Corporation's objective.
In fiscal 1995, Mr. Stratton received an increase in base salary of 1.0%.
INCENTIVE BONUSES
The Corporation maintains an Economic Value Added ("EVA") Incentive
Compensation Plan (the "Plan", or "EVA Plan"), the purpose of which is to
provide incentive compensation to certain key employees, including all executive
officers, in a form which relates the financial reward to an increase in the
value of the corporation to its shareholders. In general, EVA is the net
operating profit after taxes, less a capital charge. The capital charge is
intended to represent the return expected by the providers of the firm's
capital, and is the weighted average cost of (i) equity capital based on a
30-year Treasury Bond yield plus the product of the average equity risk premium
and the business risk index for the Corporation, and (ii) debt capital equal to
actual after-tax debt cost. EVA improvement is the financial performance measure
most closely correlated with increases in shareholder value.
Under the EVA Plan, the Accrued Bonus for a participant for any fiscal
year is equal to the aggregate of 50% of the Company Performance calculation
(Base Salary x Target Incentive Award x Company Performance Factor) plus 50% of
the Individual Performance calculation (Base Salary x Target Incentive Award x
Individual Performance Factor). The intent of the Plan is to reward executives
based on their ability to continuously improve the amount of EVA earned on
behalf of shareholders. For all of the executives named in the Summary
Compensation Table, the Committee determined that the Individual Performance
Factor would be the same as the Company Performance Factor. Individual target
incentive awards under the Plan ranged from 20% to 80% of base compensation for
fiscal 1995. For the same year, Mr. Stratton's individual target incentive award
was 80%. His fiscal 1995 bonus reflects a payout of 152% of his target incentive
award.
The Company Performance Factor is determined by reference to the amount
of improvement or deterioration in EVA. If the annual improvement in EVA is in
excess of the targeted improvement, the Company Performance calculation will
produce an amount in excess of the Target Incentive Award; if the annual
improvement in EVA is less than the targeted improvement, the Company
Performance calculation will produce an amount less than the Target Incentive
Award. There is no cap and no floor on the accrued bonus. For fiscal 1995 and
subsequent Plan years, the target EVA will be the average of the Target EVA and
Actual EVA for the prior Plan year plus an Expected Improvement. Expected
Improvement for each fiscal year is $4 million. In the event the average of the
Target EVA and the Actual EVA for the prior year exceeds $25 million, the
Expected Improvement factor will not be added to the target. For fiscal 1995 the
Target EVA was $25 million.
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<PAGE> 11
The Individual Performance Factor is determined by the executive to whom
the participant reports, subject to approval by the Committee, and is the
average (or weighted average) of one or more quantifiable or non-quantifiable
factors (called "Supporting Performance Factors"). Supporting Performance
Factors represent an achievement percentage continuum that ranges from 50% to
150% of the individual target award opportunity, and will be enumerated from .5
to 1.5 based on such continuum. However, if approved by the Committee,
Supporting Performance Factors which are the same as the Company Performance
Factor or are based on divisional EVA may be uncapped.
The EVA bonus plan provides the powerful incentive of an uncapped bonus
opportunity, but also uses a "Bonus Bank" feature to ensure that extraordinary
EVA improvements are sustained before extraordinary bonus awards are paid out.
The Bonus Bank feature applies to those participants determined by the Committee
to be Senior Executives under the Plan. All of the executive officers, including
those named in the Summary Compensation Table, were designated Senior Executives
for fiscal 1995. Each year, any accrued bonus in excess of 125% of the target
bonus award is added to the outstanding Bonus Bank balance. The bonus paid is
equal to the accrued bonus for the year, up to a maximum of 125% of the target
bonus, plus 33% of the new Bonus Bank balance. A Bonus Bank account is
considered "at risk" in the sense that in any year the accrued bonus is
negative, the negative bonus amount is subtracted from the outstanding Bonus
Bank balance. Thus, extraordinary EVA improvements must be sustained for
several years to ensure full payout of the accrued bonus. In the event the
outstanding Bonus Bank balance at the beginning of the year is negative, the
bonus paid is limited to the accrued bonus up to a maximum of 75% of the target
bonus. The executive is not expected to repay negative balances. On termination
of employment due to death, disability or retirement, the Available Balance in
the Bonus Bank will be paid to the terminating executive or his designated
beneficiary or estate. Executives who voluntarily leave to accept employment
elsewhere or who are terminated for cause will forfeit any positive Available
Balance.
STOCK INCENTIVE PLAN
In 1990, the shareholders approved the Corporation's Stock Incentive
Plan ("Incentive Plan"). The Incentive Plan authorizes the Committee to grant to
officers and other key employees stock incentive awards in the form of one or
any combination of the following: stock options, stock appreciation rights,
deferred stock, restricted stock and stock purchase rights. In early 1993, the
Committee worked with a consultant engaged at that time to adopt a method of
granting options which more closely aligns financial reward to optionees to the
long-term performance of the Corporation.
The Committee determined that for a five year period, beginning in
fiscal 1994, the sole form of options to be granted under the Incentive Plan
would be leveraged stock options (LSOs), and therefore an amendment to the
Incentive Plan increasing the number of shares available for LSO grants was
submitted to shareholders and approved at the October 1993 Annual Meeting.
Effective beginning fiscal 1994, an amount equal to the annual Total Bonus
Payout under the EVA Plan will be awarded in the form of LSOs, which can be
either Incentive Stock Options or Non-Qualified Stock Options under the Stock
Option part of the Incentive Plan. All options granted have a term of 5 years
and become exercisable at the end of 3 years.
9
<PAGE> 12
On August 7, 1995, after publication of financial results for fiscal
1995, the Committee granted LSOs to 17 Senior Executives, including all
executive officers shown in the Summary Compensation Table, based on the amount
of Total Bonus Payout under EVA Plan for fiscal 1995. The calculation of the
number of options granted to each executive, and the method of determining their
exercise price, is described below. These Leveraged Stock Options provide a form
of option grant that simulates a stock purchase with 10:1 leverage. Because the
leveraged options granted in 1995 have a premium exercise price and a term of
five years, the current Black-Scholes value of these options is only 14.8% of
the stock price. The number of leveraged options granted to Mr. Stratton for
fiscal 1995 was determined in the manner described and was based on his
incentive bonus for fiscal 1995.
The number of LSOs granted to a Senior Executive is determined by
dividing the Total Bonus Payout by 10% of the fair market value (FMV) of the
Corporation stock on the date of grant. The exercise price of the option is the
product of 90% of the FMV on the date of grant times the Estimated Annual Growth
Rate compounded over the five year term of the option. The Estimated Annual
Growth Rate equals the average daily closing 30-year U.S. Treasury Bond yield
for March of the immediately preceding plan year, plus 1%.
The following example illustrates the calculation of the stock option
grant for a Senior Executive who is entitled to $50,000 in Total Bonus Payout
under the EVA Plan. The number of options earned is calculated by dividing the
Total Bonus Payout by 10% of the FMV of Corporation stock. Assume the FMV of
Corporation stock on the date of grant is $36.4375.
Example: NUMBER OF OPTIONS GRANTED
10% of the FMV is $3.64375.
Options Granted is 13,722 ($50,000 / $3.64375)
------
EXERCISE PRICE = (.9 x FMV) x ESTIMATED ANNUAL GROWTH RATE(5)*
8.4% is the Estimated Annual Growth Rate (7.4%, plus 1%) (See
description above)
The exercise price is $49.08 (.9 x $36.4375 x 1.084(5)*)
------
* Raising it to the 5th Power takes it to a 5-year compound growth
rate.
Thus, the fair market value of the Corporation shares must exceed $49.08
between 3 and 5 years from the date of LSO grant to give the LSO options value
to the Senior Executives, based on this example.
The maximum number of LSOs to be granted each year is 600,000, and the
maximum number of LSOs that may be granted cumulatively under the LSO Program is
2,539,986. These figures have been adjusted in accordance with the Stock
Incentive Plan for the 2-for-1 stock split November 14, 1994 and the spin-off of
the automotive lock business February 27, 1995. If the Total Bonus Payout under
EVA produces more than 600,000 LSOs in any year, LSOs granted to all Senior
Executives for that year will be reduced pro-rata based on proportionate Total
Bonus Payouts under the EVA Plan. The amount of such reduction shall be carried
forward to subsequent years and invested in LSOs to the extent the annual
limitation is not exceeded in such years. For fiscal 1995, the Total Bonus
Payout produced more than the maximum; so the number of LSO grants was reduced,
leaving $56,442, or 2.5% of the Total Bonus Payout, to be carried forward. The
LSO Program is intended to exist for a five-year period until 1999.
10
<PAGE> 13
Internal Revenue Service regulations effective for fiscal years
beginning after January 1994 limit the deductibility by a corporation of
compensation paid to the Chief Executive Officer and the other executive
officers whose compensation is required to be reported in the Summary
Compensation Table to $1 million unless certain conditions are met. After
careful consideration of other alternatives for maintaining the deductibility of
compensation earned in excess of the $1 million cap by any of the covered
executives, the Committee recommended to the Board adoption of a resolution
requiring any corporate officer whose compensation might be expected to exceed
the cap to enter into a Deferred Compensation Agreement for fiscal 1996. Mr.
Stratton has entered into such an Agreement, under which he has deferred any
amounts earned in excess of the cap to the fiscal year following the year in
which he leaves the employment of the Corporation.
Mr. Stratton entered into a similar agreement for fiscal 1995, pursuant
to which he elected that amounts deferred be converted into phantom stock units,
based on the deferral date closing price of the Corporation's common stock. Each
year the amount of dividends that would have been paid on the phantom stock
units will be converted to additional phantom stock units. For fiscal 1995, the
amount deferred converted into 2,884 phantom stock units. Following termination,
Mr. Stratton will be entitled to receive either cash in an amount equal to the
then-current market value of the phantom stock units or a number of shares of
Corporation common stock equal to the number of units of phantom stock.
Therefore, Mr. Stratton's return on investment will be directly aligned with
that of all other shareholders in that the amount of his payout will be affected
by dividends paid and the increase or decrease in the price of Briggs & Stratton
Corporation stock between the deferral and his time of termination of
employment.
NOMINATING AND SALARIED PERSONNEL COMMITTEE:
John L. Murray, Chairman
Michael E. Batten
Clarence B. Rogers, Jr.
11
<PAGE> 14
EXECUTIVE COMPENSATION
CASH COMPENSATION
The table which follows sets forth certain information for each of the
last three fiscal years concerning the compensation paid by the Corporation to
the Corporation's Chief Executive Officer and the four other most highly
compensated executive officers (collectively, the "named executive officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------
AWARDS PAYOUTS
------ -------
ANNUAL SECURITIES
COMPENSATION (1) UNDERLYING
NAME AND FISCAL ---------------------- OPTIONS/ LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SARS (#) (2) PAYOUTS ($) (3) COMPENSATION ($) (4)
------------------ ------ ---------- --------- ------------ --------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
F.P. Stratton (5) 1995 $499,200 $547,962 162,710 $60,340 $7,072
Chairman and Chief 1994 494,400 584,460 167,394* 0 6,884
Executive Officer 1993 476,736 254,577 69,109* 0 6,667
J.S. Shiely (6) 1995 319,068 218,897 63,300 17,677 5,756
President and Chief 1994 231,744 171,224 49,035* 0 5,184
Operating Officer 1993 222,504 79,211 21,516* 0 4,576
M.D. Hamilton 1995 263,928 181,068 53,620 19,330 6,679
Executive Vice President- 1994 253,416 187,236 53,618* 0 6,373
Sales & Service 1993 243,672 86,747 23,560* 0 6,175
J.A. Wier 1995 263,928 181,068 53,620 19,330 6,507
Executive Vice President- 1994 253,416 187,236 53,618* 0 6,207
Operations 1993 243,672 86,747 23,560* 0 6,016
R.H. Eldridge (7) 1995 221,292 151,818 44,980 16,317 7,397
Executive Vice President 1994 213,912 158,049 45,270* 0 7,072
and Chief Financial 1993 205,680 73,222 19,881* 0 6,864
Officer, Secretary-Treasurer
</TABLE>
(1) Includes amounts earned in fiscal year, whether or not deferred.
(2) No SARs are outstanding. Option awards reported for fiscal 1995 were
granted August 7, 1995 based on executive performance for fiscal 1995.
(3) Figures reflect portion of prior years' bonus bank balances paid with
respect to fiscal 1995.
(4) All other compensation for fiscal 1995 for Messrs. Stratton, Shiely,
Hamilton, Wier and Eldridge, respectively, includes: (i) matching
contributions to the Corporation's Savings and Investment Plan for
each named executive officer of $4,620, $5,145, $4,777, $4,777 and
$4,750, and (ii) the cost of Survivor Annuity Plan coverage for each
named executive officer of $2,452, $611, $1,902, $1,730 and $2,647.
(5) Bonus amount for fiscal 1995 includes amounts deferred and converted
into phantom stock units under a Deferral Compensation Agreement.
(6) Mr. Shiely held the position of Executive Vice President -
Administration until August 1994.
(7) Mr. Eldridge held the position of Secretary-Treasurer until April 1995.
* Prior year options adjusted for effect of 2-for-1 stock split and
spin-off of automotive lock division.
12
<PAGE> 15
STOCK OPTIONS
The Stock Incentive Plan approved by shareholders provides for the
granting of stock options with respect to Common Stock.
The following tables set forth further information relating to stock
options:
OPTION/SAR GRANTS FOR LAST FISCAL YEAR*
<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
---------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE VALUE $ **
---- ------------ ------------ ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
F.P. Stratton 162,710 27.1% $49.08 8/7/00 $878,209
J.S. Shiely 63,300 10.6 49.08 8/7/00 341,655
M.D. Hamilton 53,620 8.9 49.08 8/7/00 289,408
J.A. Wier 53,620 8.9 49.08 8/7/00 289,408
R.H. Eldridge 44,980 7.5 49.08 8/7/00 242,775
</TABLE>
* Option awards reported for fiscal 1995 were granted August 7, 1995
based on executive performance for fiscal 1995. Options become
exercisable August 7, 1998. No SARs were granted.
** NOTES:
Black-Scholes values are based on the following assumptions:
Stock price at date of grant: $36.44
Option term: 5 years
Risk-free interest rate: .0636
Volatility: .246
Dividend yield: .027
Risk-free interest rate is the five year U.S. government bond
yield on the date of grant.
Volatility and yield assumptions are based on monthly price and
dividend data for the 36 months ending 6/30/95.
It should not be concluded that the Corporation supports the validity of
the Black-Scholes method or that the values shown in the table as generated by
the model represent the amounts an executive might earn upon exercise of the
options.
The methodology used in determining the number of grants awarded and
other terms and conditions of the grants are found in the Nominating and
Salaried Personnel Committee Report on Executive Compensation.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES*
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES ACQUIRED VALUE AT FISCAL YEAR END (#) AT FISCAL YEAR END ($)
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ------------ ------------------------------- --------------------------------
<S> <C> <C> <C> <C> <C> <C>
F.P. Stratton ...... 6,977 135,993 2,461 425,033 49,161 380,206
J.S. Shiely ........ 1,282 26,041 6,151 157,518 125,663 337,205
M.D. Hamilton ...... 400 6,975 9,681 156,618 198,260 380,206
J.A. Wier .......... 0 0 9,681 156,618 198,260 380,206
R.H. Eldridge ...... 3,000 61,969 9,681 135,951 198,260 380,206
</TABLE>
* No SARs are outstanding. Options at fiscal year end include options
granted August 7, 1995 based on executive performance for fiscal 1995.
13
<PAGE> 16
LONG-TERM INCENTIVE COMPENSATION
As described in more detail in the Nominating and Salaried Personnel
Committee Report on Executive Compensation, the EVA Plan requires that accrued
bonuses payable to Senior Executives in excess of 125% of their target bonus be
banked and remain at risk. The amounts of banked contingent incentive
compensation awarded to the named executive officers for fiscal 1995 are as
follows:
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK
PRICE-BASED PLANS
---------------------------------------------
NAME AMOUNTS BANKED ($) MINIMUM ($) MAXIMUM ($)
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
F.P. Stratton, Jr. $ 99,001 0 $ 99,001
J.S. Shiely 35,549 0 35,549
M.D. Hamilton 32,714 0 32,714
J.A. Wier 32,714 0 32,714
R.H. Eldridge 27,429 0 27,429
</TABLE>
RETIREMENT PLAN
The Corporation maintains a defined benefit retirement plan (the
"Retirement Plan") covering all executive officers and substantially all other
employees. Under the Retirement Plan non-bargaining unit employees receive an
annual pension payable on a monthly basis at retirement equal to 1.6% of the
employee's average of the highest five years' compensation of the last ten
calendar years of service prior to retirement multiplied by the number of years
of credited service, with an offset of 50% of Social Security (prorated if years
of credited service are less than 30). Compensation under the Retirement Plan
includes the compensation shown in the Summary Compensation Table under the
headings "Salary," "Bonus" and "LTIP Payouts," subject to a maximum compensation
set by law ($150,000 in 1995).
Executive officers participate in an unfunded program which supplements
benefits under the Retirement Plan. Under this program executive officers are
provided with additional increments of 0.50 of 1% of compensation per year of
credited service over that presently payable under the Retirement Plan to
non-bargaining unit employees.
In no event can a pension paid under the above described plans to a
non-bargaining unit employee exceed 70% of the employee's average monthly
compensation.
A trust has been established for deposit of the aggregate present value
of the benefits described above for executive officers upon the occurrence of a
change in control of the Corporation, which trust would not be considered
funding the benefits for tax purposes.
14
<PAGE> 17
The following table shows total estimated annual benefits payable from
funded and unfunded sources to executive officers upon normal retirement at age
65 at specified compensation and years of service classifications calculated on
a single-life basis and adjusted for the projected Social Security offset:
<TABLE>
<CAPTION>
ANNUAL PENSION PAYABLE FOR LIFE
AVERAGE ANNUAL COMPENSATION AFTER SPECIFIED YEARS OF CREDITED SERVICE
IN HIGHEST 5 OF LAST 10 ------------------------------------------
CALENDAR YEARS OF SERVICE 10 YEARS 20 YEARS 30 YEARS 40 YEARS
----------------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
$ 200,000 $ 40,000 $ 80,000 $120,000 $140,000*
400,000 82,000 164,000 246,000 280,000*
600,000 124,000 248,000 372,000 420,000*
800,000 166,000 332,000 498,000 560,000*
1,000,000 208,000 416,000 624,000 700,000*
1,200,000 250,000 500,000 750,000 840,000*
1,400,000 292,000 584,000 876,000 980,000*
</TABLE>
* Figures reduced to reflect the maximum limitation of 70% of compensation.
The above table does not reflect limitations imposed by the Internal
Revenue Code of 1986, as amended (the "Code"), on pensions paid under federal
income tax qualified plans. However, an executive officer covered by the
Corporation's unfunded program will receive the full pension to which he would
be entitled in the absence of such limitations.
The years of credited service under the Retirement Plan for the
individuals named in the Summary Compensation Table are: Mr. Stratton - 22; Mr.
Shiely - 9; Mr. Hamilton - 19; Mr. Wier - 20 and Mr. Eldridge - 29.
EMPLOYMENT AGREEMENTS
All executive officers of the Corporation, including the named executive
officers, have signed a two-year employment agreement, with a one-year automatic
extension upon each anniversary date, unless either party gives 30-days' notice
that the agreement will not be further extended. Under the agreement, the
officer agrees to perform the duties currently being performed in addition to
other duties that may be assigned from time to time. The Corporation agrees to
pay the officer a salary of not less than that of the previous year and to
provide fringe benefits that are provided to all other salaried employees of the
Corporation in comparable positions. In the event of a termination to which
these employment agreements apply, the foregoing payments are continued for the
remainder of the term of the contract.
CHANGE OF CONTROL EMPLOYMENT AGREEMENTS
The Board of Directors has authorized the Chairman of the Board to offer
to all executive officers and to certain other key employees change in control
employment agreements which ensure the employee's continued employment following
a "change in control" on a basis equivalent to the employee's employment
immediately prior to such change in terms of position, duties, compensation and
benefits, as well as specified payments upon termination following a change in
control. The Corporation currently has such agreements with 15 executive
officers and key employees of the Corporation, including all of the executive
officers named in the Summary Compensation Table. Such agreements become
effective only
15
<PAGE> 18
upon a defined change in control of the Corporation, or if the
employee's employment is terminated upon or in anticipation of such a change in
control, and automatically supersede any existing employment agreement. Under
the agreements, if during the employment term (three years from the change in
control) the employee is terminated other than for "cause" or if the employee
voluntarily terminates his employment for good reason or during a 30-day window
period one year after a change in control, the employee is entitled to specified
severance benefits, including a lump sum payment of three times the sum of the
employee's annual salary and bonus and a "gross-up" payment which will, in
general, effectively reimburse the employee for any amounts paid under Federal
excise taxes.
(b) SHAREHOLDER PROPOSAL
Information regarding a shareholder proposal is set forth below. Briggs
& Stratton Corporation disclaims any responsibility for the content of the
proposal and statement of support, which are presented as received from the
shareholder. Under the Corporation's Articles of Incorporation, the affirmative
vote of the holders of a majority of the votes represented, in person or by
proxy, at a meeting at which a quorum is present is necessary to adopt this
proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL.
SHAREHOLDER PROPOSAL
Mr. Joseph G. Chambers, 9325J W. Allyn Street, Milwaukee, Wisconsin, who
has indicated he holds 34 shares of common stock of the Corporation, has given
notice of his intention to present the following proposal for action at the
Annual Meeting:
BE IT RESOLVED: That the stockholders of Briggs & Stratton Corporation
("Company") urge that the Board of Directors take the necessary steps, in
compliance with Wisconsin state law, to declassify the Board of Directors for
the purpose of director elections. The Board declassification shall be done in a
manner that does not affect the unexpired terms of directors previously elected.
PROPONENT'S STATEMENT IN SUPPORT OF SHAREHOLDER PROPOSAL
The Board of Directors of the Company is divided into three classes
serving staggered three-year terms. I believe that this classification of the
Board of Directors is not in the best interest of the Company and its
shareholders. Elimination of the staggered board would require each director to
stand for election every year. This procedure would allow shareholders an
opportunity to annually register their views on the performance of the board
collectively and each director individually.
Concern that the annual election of all directors would leave the
Company without experienced board members in the event that all incumbents are
voted out is unfounded. If the owners should choose to replace the entire board,
it would be obvious that the incumbent directors' contributions were not valued.
I believe that a company's corporate governance procedures and
practices, and the level of management accountability they impose, are related
to the financial performance of the company. Sound corporate governance
practices, such as the annual election of all directors, will impose the level
of management accountability necessary to help ensure that a good performance
record continues over the long-term.
16
<PAGE> 19
A classified board protects the incumbency of the Board of Directors,
which in turn limits its accountability to shareholders. I believe that this
protection for incumbents reduces management's accountability to shareholders
and negatively impacts financial performance.
Forty-three percent of the shareholders voting at last year's annual
meeting voted in favor of this resolution. I believe the Board of Directors will
be persuaded to adopt this resolution as corporate policy if it is supported by
a majority of shareholders.
I urge you to vote FOR this proposal.
DIRECTORS' STATEMENT IN OPPOSITION TO SHAREHOLDER PROPOSAL
The Board notes that Mr. Joseph G. Chambers is the Financial
Secretary/Treasurer of Local 7232 of the United Paperworkers International
Union, the union that represents a majority of the company's hourly employees.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST THE FOREGOING
SHAREHOLDER PROPOSAL FOR THE FOLLOWING REASONS:
The Corporation has had a staggered board for many years, and it has
worked well. In 1992, shareholders again authorized the use of a classified
board by approving a change in the state of incorporation through merger of the
Delaware corporation into a new Wisconsin corporation, whose Articles of
Incorporation provided for its directors to be divided into three classes, as
nearly equal in number as possible. In 1994, a similar proposal by a member of
Local 7232 of the United Paperworkers International Union was opposed by over
57% of the shareholder votes cast.
The Board believes that the success of the Corporation in producing
long-term shareholder value, as reflected in dividend growth and capital
appreciation, requires long-term and strategic planning, capital commitments and
careful and consistent application of financial and other resources. In the
opinion of the Corporation's Board, a classified Board of Directors facilitates
continuity and stability of leadership and policy by assuring that experienced
personnel familiar with the Corporation and its business will be on the Board of
Directors at all times. The classified Board of Directors is also intended to
prevent precipitous changes in the composition of the Corporation's Board and,
thereby, serves to moderate corresponding precipitous changes in the
Corporation's policies, business strategies and operations and requires careful
deliberation which the Board of Directors deems to be in the best interests of
the Corporation and its shareholders. Board classification is intended to
encourage any person seeking to acquire control of the Corporation to initiate
such an action through arm's-length negotiations with management and the Board
of Directors, who are in a position to negotiate a transaction which is fair to
all of the Corporation's shareholders.
Election of directors by classes is a common practice that has been
adopted by many companies and currently exists at over half of the 500 companies
comprising the 1994 Standard & Poor's Stock Price Index. It is specifically
permitted by the laws of many states, including the State of Wisconsin, as well
as the rules of the New York Stock Exchange.
FOR THE REASONS SET FORTH ABOVE, THE BOARD OF DIRECTORS RECOMMENDS A
VOTE AGAINST THIS SHAREHOLDER PROPOSAL.
17
<PAGE> 20
CERTAIN RELATED PARTY TRANSACTIONS
The Nominating and Salaried Personnel Committee directed that the
Corporation enter into an agreement with Harold M. Stratton II, former Vice
President; General Manager - B & S Technologies and a brother of Frederick P.
Stratton, Jr., in connection with the spin-off of the Corporation's automotive
lock business. The agreement provided for the payout in August 1995 of $55,817
credited to H. M. Stratton's Bonus Bank account under the Economic Value Added
Incentive Compensation Plan. The agreement further provided that all
in-the-money options be accelerated to be exercisable by the date of spin-off
and all other options be cancelled. Under this agreement, the Corporation
effected a cash-out of 16,568 options in April 1995. The gross amount of the
cash-out was $166,163.
AUDITORS
The Board of Directors of the Corporation has selected the public
accounting firm of Arthur Andersen LLP as its independent auditors for the
current year. A representative of Arthur Andersen LLP will be present at the
Annual Meeting and will have the opportunity to make a statement if he desires
to do so and will be available to respond to appropriate questions.
ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K
The Corporation is required to file an annual report, called Form 10-K,
with the Securities and Exchange Commission. A copy of Form 10-K for the fiscal
year ended July 2, 1995 will be made available, without charge, to any person
entitled to vote at the Annual Meeting. Written request should be directed to
Carole Ford, Shareholder Relations, Briggs & Stratton Corporation, P.O. Box
702, Milwaukee, Wisconsin 53201.
SHAREHOLDER PROPOSALS
Proposals which shareholders intend to present at the 1996 Annual
Meeting of Shareholders must be received at the Corporate Offices Building in
Wauwatosa, Wisconsin no later than July 20, 1996, in order to be presented at
the meeting (and must otherwise be in accordance with the requirements of the
Bylaws of the Corporation), and must be received by May 14, 1996 for inclusion
in the proxy material for that meeting.
OTHER MATTERS
The Directors of the Corporation know of no other matters to be brought
before the meeting. If any other matters properly come before the meeting,
including any adjournment or adjournments thereof, it is intended that proxies
received in response to this solicitation will be voted on such matters in the
discretion of the person or persons named in the accompanying proxy form.
BY ORDER OF THE BOARD OF DIRECTORS
BRIGGS & STRATTON CORPORATION
Robert H. Eldridge, Secretary
Wauwatosa, Wisconsin
September 11, 1995
<PAGE> 21
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF DIRECTORS
<TABLE>
<CAPTION>
<S><C>
(a) Election of Directors: Nominees - Clarence B. Rogers, Jr.; Frederick P. Stratton, Jr.; Elwin J. Zarwell
/ / VOTE FOR all nominees listed above* / / VOTE WITHHELD from all nominees listed above
*To withhold authority to vote for any nominee, write the nominee's name on the space below.
-------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL (b)
(b) Proposal urging declassification of Board / / FOR / / AGAINST / / ABSTAIN
(c) In their discretion on other matters as may properly come before the meeting.
All as set forth in the Notice and Proxy Statement relating to the meeting, the receipt of which is hereby acknowledged.
BE SURE TO SIGN AND DATE THE REVERSE SIDE OF THIS CARD.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THE PROXY
WILL BE VOTED FOR PROPOSAL (a) AND AGAINST PROPOSAL (b) AND IN THE DISCRETION OF THE PROXYHOLDERS ON OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING.
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>
<S><C>
[BRIGGS & STRATTON LOGO](R) BRIGGS & STRATTON CORPORATION PROXY
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS - OCTOBER 18, 1995 -----
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned does hereby constitute and appoint FREDERICK P. STRATTON, JR. and ROBERT H. ELDRIDGE, and
each of them, with several power of substitution, attorneys and proxies, for and in the name, place and stead of
the undersigned, to vote all shares votable by the undersigned at the shareholders' annual meeting of
Briggs & Stratton Corporation to be held at Tarrytown, New York, October 18, 1995 at 9:00 a.m. Eastern Daylight
Time and any adjournments thereof, subject to the directions indicated on the reverse side hereof, hereby revoking
any proxy previously given.
Signed ________________________________
________________________________
Dated ___________________________ , 1995
Please sign name exactly as it appears
hereon. When signed as attorney, executor,
trustee or guardian, please add title. For
/ / I PLAN TO ATTEND THE MEETING. joint accounts, each owner should sign.
</TABLE>
