<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
BRIGGS & STRATTON CORPORATION
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
BRIGGS & STRATTON CORPORATION
[BRIGGS & STRATTON LOGO]
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 Evergreen Conference Center, One Lakeview
Drive, Stone Mountain, Georgia 30086, on Wednesday, October 16, 1996, 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 1999; and
(b) 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 9, 1996
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 Evergreen Conference Center is located in Stone Mountain Park, 16
miles east of downtown Atlanta on U.S. Highway 78.
<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 16, 1996 and any adjournments thereof. Only
shareholders of record at the close of business on August 29, 1996 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 $9,500 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. A vote withheld from the election of
directors shall count toward the quorum requirement and shall have the effect
of a vote against the director nominee or nominees. 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 9, 1996.
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 1999 and six directors will continue to serve for the terms
designated in the following schedule. All directors are elected subject to the
Bylaw restriction that no director shall serve 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 $16,000, a fee of $1,500 for each Board meeting attended and
$1,000 for each Committee meeting attended in conjunction with a Board meeting,
a fee of $1,500 for each Committee meeting not held in conjunction with a Board
meeting, 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. Participants may elect to have deferred amounts
either: (a) credited with interest quarterly at 80% of the prevailing prime
rate or (b) converted into common share units, based on the deferral date
closing price of the Corporation's common stock, and credited with an amount
equivalent to any dividend paid on the Corporation's common stock, which shall
be converted into additional common share units. All distributions shall be
paid in cash. Nonemployee directors are also 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 1999):
- ------------------------------------------------------------
MICHAEL E. BATTEN, 56 (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, Simpson Industries,
Inc., Twin Disc, Incorporated and Universal Foods Corporation.
ROBERT H. ELDRIDGE, 57 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, 57 (1) (3) 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>
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 1998):
- ------------------------------------
CLARENCE B. ROGERS, JR., 66 (1) (2) (3) 1991
Chairman of Equifax Inc., a provider of information based administrative services,
since 1992. Chief Executive Officer (1989-1995) and President (1989-1992).
Director of Dean Witter, Discover & Co.; Equifax Inc.; Oxford Industries, Inc.;
Sears, Roebuck & Co. and Teleport Communications Group.
FREDERICK P. STRATTON, JR., 57 (3) (4) 1976
Chairman and Chief Executive Officer of the Corporation since 1986. Also President
(1992-1994). Director of Banc One Corporation; Midwest Express Holdings, Inc.;
Weyco Group Inc.; Wisconsin Electric Power Company and Wisconsin Energy Corporation.
ELWIN J. ZARWELL, 69 (3) (4) (5) 1972
Retired. Lawyer, Partner in the firm of Quarles & Brady, Milwaukee, Wisconsin
until September 1994.
INCUMBENT DIRECTORS (CLASS OF 1997):
- ------------------------------------
JOHN L. MURRAY, 69 (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 and Twin Disc, Incorporated.
JOHN S. SHIELY, 44 (4) 1994
President and Chief Operating Officer of the Corporation since August 1994.
Executive Vice President - Administration (1991-1994) and Vice President and
General Counsel (1990-1991). Director of Consolidated Papers, Inc. and M&I
Marshall & Isley Bank.
CHARLES I. STORY, 42 (1) (3) 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. Director of INROADS, Inc. and Advisory Director
of First American National Bank.
FOOTNOTES (1), (2), (3), (4) AND (5) ARE ON PAGE 4.
</TABLE>
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 1996.
(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 1996.
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 1997
Annual Meeting, received by the Secretary no later than July 18, 1997.
(3) 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 three meetings held during fiscal 1996.
(4) 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 two meetings during fiscal 1996.
(5) Quarles & Brady, of which Mr. Zarwell is a retired partner, is outside
legal counsel for the Corporation.
The Board of Directors held six meetings in fiscal 1996.
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 PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- --------------------------------------------------------------------------------
<S> <C> <C>
Pioneering Management Corp. 2,204,900 (a) 7.6%
60 State Street
Boston, Massachusetts 02109
- --------------------------------------------------------------------------------
</TABLE>
(a) Pioneering Management Corp. reports that as of August 6, 1996 it
had sole voting power with respect to 2,204,900 shares, sole dispositive power
with respect to 143,900 shares and shared dispositive power with respect to
2,061,000 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 14, 1996.
<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 227,304(a)(b) 1.0 48,698 174,200 4,406
Peter A. Georgescu 2,000 * 0 2,000 0
Michael D. Hamilton 49,596(a) * 46,377 0 3,219
John L. Murray 2,000 * 2,000 0 0
Clarence B. Rogers, Jr. 2,000 * 2,000 0 0
John S. Shiely 344,852(a)(c) 1.2 57,651 285,000 2,201
Charles I. Story 500 * 100 400 0
Frederick P. Stratton, Jr. 872,264(a)(b)(c) 3.0 102,940 763,462 5,862
James A. Wier 56,290(a) * 52,469 0 3,821
Elwin J. Zarwell 4,000 * 4,000 0 0
All directors, nominees and
executive officers as a group
(21 persons including the
above named) 1,321,039(a) 4.5% 505,625 773,906 41,508
</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: 44,798; 38,377; 37,651; 82,237;
47,377 and 426,511; 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 285,000 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) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
An initial beneficial ownership report filed with respect to Curtis E.
Larson, Jr. inadvertently omitted an option grant. This omission was corrected
through an amendment to the report.
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, 1991
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>
6/91 6/92 6/93 6/94 6/95 6/96
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Briggs & Stratton 100 142 215 223 254 310
S&P 500 100 113 129 131 165 208
S&P Machinery 100 97 131 142 180 207
</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 continue to be as
follows: (i) to attract and retain key executives who are important to the
continued success of the Corporation and its operating divisions; and (ii) to
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
The Committee reviews officers' base salaries annually. Salaries are
based on level of responsibility and individual performance. It is the
Committee'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 fiscal 1996 base salaries, the Committee reviewed compensation
survey data provided by 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. The Committee was satisfied that
the salary levels set would achieve the Committee's objective. There was no
increase in base salary for Mr. Stratton in fiscal 1996.
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
excess of 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 1996. For the same year, Mr. Stratton's individual target incentive
award was 80%. There was no bonus payout to Mr. Stratton for fiscal 1996;
however, as noted in the Summary Compensation Table, Mr. Stratton received a
long term incentive payout in the amount of $65,191, representing a portion of
his bonus bank balance as described below.
The Company Performance Factor is determined by reference to the amount
of improvement or deterioration in EVA. If the annual EVA is in excess of the
Target EVA, the Company Performance calculation will produce an amount in
excess of the Target Incentive Award; if the annual EVA is less than the Target
EVA, 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 1996 and subsequent Plan years, the Target EVA is 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 1996 the Target EVA was $33 million.
8
<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 are 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 1996. 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 in fiscal 1994, an amount equal to the annual Total Bonus
Payout under the EVA Plan for officers and key employees covered by the
Incentive Plan is 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 6, 1996, after publication of financial results for fiscal
1996, the Committee granted LSOs to 17 Senior Executives, including all
executive officers shown in the Summary Compensation Table, based on the amount
of their Total Bonus Payout under the EVA Plan for fiscal 1996. 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 1996 have a premium
exercise price and a term of five years, the current Black-Scholes value of
these options is only 13.2% of the stock price. The number of leveraged options
granted to Mr. Stratton was determined in the manner described, but for fiscal
1996 was solely based on his long-term incentive payout.
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 1996 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 $41.0625.
Example: NUMBER OF OPTIONS GRANTED
10% of the FMV is $4.10625.
Options Granted is 12,177 ($50,000 divided by $4.10625)
EXERCISE PRICE = (.9 x FMV) x ESTIMATED ANNUAL GROWTH RATE(5)*
7.6% is the Estimated Annual Growth Rate (6.6%, plus 1%)
(See description above)
The exercise price is $53.30 (.9 x $41.0625 x 1.076(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
$53.30 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. 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 of the Total Bonus
Payout to be carried forward to fiscal 1996. This carryforward resulted in the
issuance of an additional 13,745 options for fiscal 1996, or 12.9% of the total
options granted. The option grants reported on pages 12 and 13 of this report
include the carryforward from fiscal 1995. 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 1997. Mr.
Stratton has entered into such an Agreement, under which he will defer any
amounts earned in excess of the cap to the fiscal year following the year in
which he leaves the employment of the Corporation. Pursuant to such agreement,
Mr. Stratton 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 an amount equal to the dividends that would have been paid on
such units had they been actual shares of common stock is converted to
additional 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.
Mr. Stratton entered into a similar agreement for fiscal 1996. However,
his compensation for fiscal 1996 did not exceed $1 million and, therefore,
pursuant to the terms of the Agreement, no compensation was deferred.
NOMINATING AND SALARIED PERSONNEL COMMITTEE:
John L. Murray, Chairman
Michael E. Batten
Clarence B. Rogers, Jr.
11
<PAGE> 14
EXECUTIVE COMPENSATION
CASH COMPENSATION
The table which follows sets forth certain information for each of the
last three fiscal years concerning the compensation paid by the Corporation to
the Corporation's Chief Executive Officer and the four other most highly
compensated executive officers (collectively, the "named executive officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------
AWARDS PAYOUTS
------ -------
ANNUAL SECURITIES
COMPENSATION (1) UNDERLYING
NAME AND FISCAL ------------------------- OPTIONS/ LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SARS (#) (2) PAYOUTS ($) (3) COMPENSATION ($) (4)
------------------ ------ ---------- --------- ------------ --------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
F.P. Stratton (5) 1996 $499,200 $ 0 19,630 $65,191 $7,147
Chairman and 1995 499,200 547,962 162,710 60,340 7,072
Chief Executive Officer 1994 494,400 584,460 167,394* 0 6,884
J.S. Shiely 1996 344,856 0 6,510 20,798 4,609
President and 1995 319,068 218,897 63,300 17,677 5,756
Chief Operating Officer 1994 231,744 171,224 49,035* 0 5,184
M.D. Hamilton 1996 274,488 0 6,350 21,030 6,502
Executive Vice President - 1995 263,928 181,068 53,620 19,330 6,679
Sales & Service 1994 253,416 187,236 53,618* 0 6,373
J.A. Wier 1996 245,333 0 3,170 21,029 5,575
Executive Vice President - 1995 263,928 181,068 53,620 19,330 6,507
Operations 1994 253,416 187,236 53,618* 0 6,207
R.H. Eldridge 1996 235,920 0 5,330 17,649 7,356
Executive Vice President 1995 221,292 151,818 44,980 16,317 7,397
and Chief Financial Officer, 1994 213,912 158,049 45,270* 0 7,072
Secretary-Treasurer
</TABLE>
(1) Includes amounts earned in fiscal year, whether or not deferred.
(2) No SARs are outstanding. Option awards reported for fiscal 1996 were
granted August 6, 1996 based on executive performance for fiscal 1996.
(3) Figures reflect portion of the bonus bank balances paid with respect to
fiscal 1996.
(4) All other compensation for fiscal 1996 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 $4,500, $3,923, $4,422, $3,673 and
$4,500, and (ii) the cost of Survivor Annuity Plan coverage for each
named executive officer of $2,647, $686, $2,080, $1,902 and $2,856.
(5) Bonus amount for fiscal 1995 includes amounts deferred and converted
into phantom stock units under a Deferred Compensation Agreement.
* Options adjusted for effect of 2-for-1 stock split and spin-off of
automotive lock division.
12
<PAGE> 15
STOCK OPTIONS
The Stock Incentive Plan approved by shareholders provides for the
granting of stock options with respect to Common Stock.
The following tables set forth further information relating to stock
options:
OPTION/SAR GRANTS FOR LAST FISCAL YEAR*
<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
- ----------------------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE VALUE ($)**
- ---- ------------ ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
F.P. Stratton ............ 19,630 18.4% $53.30 8/6/01 $106,034
J.S. Shiely .............. 6,510 6.1 53.30 8/6/01 35,489
M.D. Hamilton ............ 6,350 6.0 53.30 8/6/01 34,300
J.A. Wier ................ 3,170 3.0 53.30 8/6/01 17,123
R.H. Eldridge ............ 5,330 5.0 53.30 8/6/01 28,791
</TABLE>
* Option awards reported for fiscal 1996 were granted August 6, 1996 based on
executive performance for fiscal 1996. Options become exercisable August 6,
1999. No SARs were granted.
** NOTES:
Black-Scholes values are based on the following assumptions:
Stock price at date of grant: $41.06
Option term: 5 years
Risk-free interest rate: .0625
Volatility: .206
Dividend yield: .025
Risk-free interest rate is the five year U.S. government bond yield
on the date of grant.
Volatility and yield assumptions are based on monthly price and
dividend data for the 36 months ending 6/30/96.
It should not be concluded that the Corporation supports the validity
of the Black-Scholes method or that the values shown in the table as generated
by the model represent the amounts an executive might earn upon exercise of the
options.
The methodology used in determining the number of grants awarded and
other terms and conditions of the grants are found in the Nominating and
Salaried Personnel Committee Report on Executive Compensation.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES*
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES ACQUIRED VALUE AT FISCAL YEAR END (#) AT FISCAL YEAR END ($)
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
F.P. Stratton .............. 3,008 87,724 84,698 356,957 346,906 189,806
J.S. Shiely ................ 4,000 111,194 37,651 128,528 361,430 189,806
M.D. Hamilton .............. 11,000 275,832 38,377 123,272 351,147 189,806
J.A. Wier .................. 2,000 58,472 47,377 120,092 567,632 189,806
R.H. Eldridge .............. 900 24,512 44,798 105,264 598,554 189,806
</TABLE>
* No SARs are outstanding. Options at fiscal year end include options
granted August 6, 1996 based on executive performance for fiscal 1996.
13
<PAGE> 16
LONG-TERM INCENTIVE COMPENSATION
As described in more detail in the Nominating and Salaried Personnel
Committee Report on Executive Compensation, the EVA Plan requires that accrued
bonuses payable to Senior Executives in excess of 125% of their target bonus be
banked. The amount in the bonus bank is at risk in the sense that in any year
the accrued bonus is negative, the negative bonus amount is subtracted from the
outstanding bonus bank balance. For fiscal 1996 the accrued bonus for each of
the named individuals was negative. The negative amounts reported below were
subtracted from the bonus bank for each of the named executive officers and
that portion of the bonus bank was forfeited.
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NAME AMOUNTS BANKED (FORFEITED) ($)
-------------------------------------------------------------------
<S> <C>
F.P. Stratton, Jr. $ (23,962)
J.S. Shiely (12,415)
M.D. Hamilton (8,235)
J.A. Wier (8,235)
R.H. Eldridge (7,078)
</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 1996).
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.
Mr. Wier's employment agreement, described on page 15, provides for a
supplemental pension benefit which, when aggregated with the pension benefit
available under the Retirement Plan calculated in the form of a joint and 50%
survivor annuity, shall entitle him to a benefit after 25 years of service of
$250,000 per year.
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 from funded
and unfunded sources generally payable 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 - 23; Mr.
Shiely - 10; Mr. Hamilton - 20; Mr. Wier - 21 and Mr. Eldridge - 30.
EMPLOYMENT AGREEMENTS
All executive officers of the Corporation, except Mr. Wier, and
including the other four 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. Mr. Wier's employment agreement provides for retirement benefits
described on page 14 and continues in effect through June 30, 2000, unless
terminated earlier by the Corporation as the result of death, disability or
gross negligence by Mr. Wier. In exchange for enhanced retirement benefits,
Mr. Wier has agreed to forego $4,167 per month effective December 1, 1995 from
the base salary level that would otherwise have been set by the Nominating and
Salaried Personnel Committee for his position and half of any option grants to
which he would otherwise be entitled.
15
<PAGE> 18
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 16 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 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.
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 June 30, 1996 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 1997 Annual
Meeting of Shareholders must be received at the Corporate Offices Building in
Wauwatosa, Wisconsin no later than July 18, 1997, 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 12, 1997 for inclusion
in the proxy material for that meeting.
16
<PAGE> 19
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 9, 1996
17
<PAGE> 20
BRIGGS & STRATTON
CORPORATION
-----------------------
ANNUAL MEETING
OF SHAREHOLDERS
-----------------------
October 16, 1996
NOTICE
AND
PROXY
STATEMENT
[PRINTED ON RECYCLED PAPER LOGO]
<PAGE> 21
[BRIGGS & STRATTON LOGO]
BRIGGS & STRATTON CORPORATION PROXY
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS-OCTOBER 16, 1996 -----
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
Stone Mountain, Georgia on October 16, 1996 at 9:00 a.m. Eastern Daylight Time
and at any adjournments thereof, subject to the directions indicated on the
reverse side hereof, hereby revoking any proxy previously given.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED BY THE PROXIES NAMED HEREIN
FOR ALL NOMINEES LISTED AND IN THEIR DISCRETION ON OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING.
(Continued and to be Signed on Reverse Side)
<PAGE> 22
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF DIRECTORS
---
(a) Election of Directors: Nominees - Michael E. Batten; Robert H. Eldridge;
Peter A. Georgescu
/ / 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.
________________________________________________________________________________
(b) 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.
Signed _________________________
_________________________
Dated ___________________, 1996
Please sign name exactly as it
appears hereon. When signed as
attorney, executor, trustee or
guardian, please add title. For
joint accounts, each owner
should sign.
/ / I PLAN TO ATTEND THE MEETING.
