SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
_______________________
Date of Report
(Date of earliest
event reported): August 7, 1996
Briggs & Stratton Corporation
(Exact name of registrant as specified in its charter)
Wisconsin 1-1370 39-0182330
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
12301 West Wirth Street, Wauwatosa, Wisconsin 53222
(Address of principal executive offices, including zip code)
(414) 259-5333
(Registrant's telephone number)
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Item 5. Other Events.
On August 6, 1996, the Board of Directors of Briggs & Stratton
Corporation (the "Company") declared a dividend of one common share
purchase right (a "Right") for each outstanding share of common stock, par
value $0.01 per share (the "Common Shares"), of the Company. The dividend
is payable on August 19, 1996 (the "Record Date") to the shareholders of
record on that date. Each Right entitles the registered holder to
purchase from the Company one-half of one Common Share of the Company at a
price of $160.00 per full share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Company and Firstar
Trust Company, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following public
announcement that a person or group of affiliated or associated persons
(other than the Company, a subsidiary of the Company or an employee
benefit plan of the Company or a subsidiary) (an "Acquiring Person") have
acquired beneficial ownership of 15% or more of the outstanding Common
Shares or (ii) 10 business days (or such later date as may be determined
by action of the Company's Board of Directors prior to such time as any
person or group of affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a
tender offer or exchange offer the consummation of which would result in
the beneficial ownership by a person or group (other than the Company, a
subsidiary of the Company or an employee benefit plan of the Company or a
subsidiary) of 15% or more of the outstanding Common Shares (the earlier
of such dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate.
Notwithstanding the foregoing, any other person or group of affiliated or
associated persons who, at the close of business on August 7, 1996, was
the beneficial owner of at least 4,339,050 Common Shares (which number of
shares constituted 15% of the number of Common Shares outstanding on such
date) will not be deemed an "Acquiring Person" unless such person or group
of affiliated or associated persons acquires beneficial ownership of
additional Common Shares at any time that such person or group of
affiliated or associated persons is or thereby becomes the beneficial
owner of 15% or more of the Common Shares then outstanding.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), (i) the Rights will be
transferred with and only with the Common Shares; (ii) new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement
by reference; and (iii) the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date, even without such
notation or a copy of this Summary of Rights being attached thereto, will
also constitute the transfer of the Rights associated with the Common
Shares represented by such certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as
of the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on August 19, 2006 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed or exchanged by the Company, in each case, as described
below.
The Purchase Price payable, and the number of Common Shares or
other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the Common Shares, (ii) upon the grant to holders of
the Common Shares of certain rights or warrants to subscribe for or
purchase Common Shares at a price, or securities convertible into Common
Shares with a conversion price, less than the then-current market price of
the Common Shares or (iii) upon the distribution to holders of the Common
Shares of evidences of indebtedness or assets (excluding regular periodic
cash dividends paid out of earnings or retained earnings or dividends
payable in Common Shares) or of subscription rights or warrants (other
than those referred to above).
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets
or earning power are sold, proper provision will be made so that each
holder of a Right will thereafter have the right to receive, upon the
exercise thereof at the then-current Purchase Price, that number of shares
of common stock of the acquiring company which at the time of such
transaction will have a market value of two times the then current
Purchase Price. In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, each holder of a Right,
other than Rights beneficially owned by the Acquiring Person (which will
thereafter be void), will thereafter have the right to receive upon
exercise at the then current Purchase Price that number of Common Shares
having a market value of two times the Purchase Price.
At any time after any Person becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which
will have become void), in whole or in part, at an exchange ratio of one
Common Share per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. The Company is not required to issue any
fractional Common Shares and in lieu thereof, an adjustment in cash may be
made based on the market price of the Common Shares on the last trading
day prior to the date of exercise.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more of
the outstanding Common Shares, the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at a price of $.01 per Right
(the "Redemption Price"). The redemption of the Rights may be made
effective at such time on such basis with such conditions as the Board of
Directors in its sole discretion may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the
Redemption Price.
The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, including an
amendment to lower certain thresholds described above to not less than the
greater of (i) the sum of .001% and the largest percentage of the
outstanding Common Shares then known to the Company to be beneficially
owned by any person or group of affiliated or associated persons and (ii)
10%, except that from and after such time as any person or group of
affiliated or associated persons becomes an Acquiring Person no such
amendment may adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
As of August 7, 1996, there were 28,927,000 Common Shares issued and
outstanding (and 3,361,935 Common Shares reserved for issuance). Each
outstanding Common Share on August 19, 1996 will receive one Right. As
long as the Rights are attached to the Common Shares, the Company will
issue one Right for each Common Share which becomes outstanding between
August 19, 1996 and the Distribution Date so that all such shares will
have attached Rights.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Company without conditioning the offer on redemption of the Rights or
on a substantial number of Rights being acquired. The Rights should not
interfere with any merger or other business combination approved by the
Board of Directors of the Company prior to the time that the Rights may
not be redeemed (as described above) since the Board of Directors may, at
its option, at any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15% or more of
the outstanding Common Shares, redeem all but not less than all the then
outstanding Rights at $.01 per Right. The Rights are designed to provide
additional protection against abusive takeover tactics such as offers for
all shares at less than full value or at an inappropriate time (in terms
of maximizing long-term shareholder value), partial tender offers and
selective open-market purchases. The Rights are intended to assure that
the Company's Board of Directors has the ability to protect shareholders
and the Company if efforts are made to gain control of the Company in a
manner that is not in the best interests of the Company and its
shareholders.
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A the Form
of Right Certificate, is attached hereto as an exhibit. The foregoing
description of the Rights does not purport to be complete and is qualified
in its entirety by reference to such exhibit.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibit is being filed herewith:
(4.1) Rights Agreement, dated as of August 7, 1996,
between Briggs & Stratton Corporation and Firstar
Trust Company. [Incorporated by reference to
Exhibit (4.1) to Briggs & Stratton Corporation's
Registration Statement on Form 8-A, dated as of
August 7, 1996 (Commission File No. 1-1370]
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
BRIGGS & STRATTON CORPORATION
Date: August 7, 1996 By: /s/ Robert H. Eldridge
Robert H. Eldridge
Executive Vice President and Chief
Financial Officer
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BRIGGS & STRATTON CORPORATION
Exhibit Index to Current Report on Form 8-K
Dated August 7, 1996
Exhibit
Number
(4.1) Rights Agreement, dated as of August 7, 1996, between Briggs &
Stratton Corporation and Firstar Trust Company. [Incorporated
by reference to Exhibit (4.1) to Briggs & Stratton
Corporation's Registration Statement on Form 8-A, dated as of
August 7, 1996 (Commission File No. 1-1370)]
