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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 30, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
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AMENDMENT NO. 1 TO SCHEDULE 13E-4
(FINAL AMENDMENT)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
BRIGGS & STRATTON CORPORATION
(NAME OF ISSUER)
BRIGGS & STRATTON CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
109043109
(CUSIP NUMBER OF CLASS OF SECURITIES)
ROBERT H. ELDRIDGE
EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER, SECRETARY-TREASURER
BRIGGS & STRATTON CORPORATION
12301 WEST WIRTH
WAUWATOSA, WISCONSIN 53222
(414) 259-5333
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S)
FILING STATEMENT)
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COPIES TO:
ELIZABETH A. RAYMOND, ESQ.
MAYER, BROWN & PLATT
190 SOUTH LA SALLE STREET
CHICAGO, IL 60603
APRIL 22, 1997
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
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CALCULATION OF FILING FEE
<TABLE>
<S> <C>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$299,625,000 $59,925
</TABLE>
* Calculated solely for the purpose of determining the filing fee, based
upon the purchase of 5,875,000 shares at $51.00 per share.
[x] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE
0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS
PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT
NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
AMOUNT PREVIOUSLY PAID: $59,925 FILING PARTY: Briggs & Stratton
Corporation
FORM OR REGISTRATION NO.: Schedule 13E-4 DATE FILED: April 22, 1997
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This Final Amendment amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement"), dated April 22, 1997, filed by
Briggs & Stratton Corporation, a Wisconsin corporation (the "Company"),
relating to the offer by the Company to purchase 5,875,000 shares (or such
lesser number of shares as are properly tendered) of its Common Stock, par
value $.01 per share (such shares, together with the associated Common Stock
Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated
as of August 7, 1996, between the Company and Firstar Trust Company, as Rights
Agent, are hereinafter referred to as the "Shares"), at a price not in excess
of $51.00 nor less than $43.00 per Share in cash upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated April 22, 1997 (the
"Offer to Purchase"), and in the related Letter of Transmittal, which together
constitute the "Offer", copies of which are attached as Exhibits (a)(1) and
(a)(2) to the Statement. Capitalized terms defined in the Statement and not
otherwise defined herein shall have the meanings specified in the Statement.
ITEM 1. SECURITY AND ISSUER.
The Offer commenced on April 22, 1997 and expired at 5:00 p.m., New York
City time, on May 20, 1997. A total of 3,506,190 Shares have been accepted at
a purchase price of $51.00 per Share. As of April 16, 1997, the Company had
28,927,000 Shares outstanding. Following the purchase of the Shares properly
tendered in the Offer, the Company has approximately 25,420,810 Shares
outstanding. On May 21, 1997, the Company issued a press release announcing
the preliminary results of the Offer, a copy of which is filed as Exhibit
(a)(12) hereto and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by the addition of the following Exhibit:
(a) (12) Press Release dated May 21, 1997.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule 13E-4 is true, complete and
correct.
May 30, 1997 BRIGGS & STRATTON CORPORATION
By: /s/ Robert H. Eldridge
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Name: Robert H. Eldridge
Title: Executive Vice President and
Chief Financial Officer,
Secretary-Treasurer
2
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- -----------
(a) (12) Press Release dated May 21, 1997.
4
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EXHIBIT (a)(12)
Briggs & Stratton Corporation News Release
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BRIGGS & STRATTON ANNOUNCES
PRELIMINARY RESULTS OF SELF-TENDER
AND OPEN MARKET REPURCHASE PROGRAM
Milwaukee, Wis., May 21, 1997/PR Newswire/--Briggs & Stratton
Corporation (NYSE: BGG), announced today that a preliminary count by Firstar
Trust Company, the Depositary for the company's "dutch auction" self-tender
offer, indicates that, subject to final verification, 3,590,223 shares of the
company's common stock have been accepted for purchase at a price of $51.00 per
share. Of the approximately 3,590,223 shares tendered, 1,619,608 shares were
tendered pursuant to guaranteed delivery. The self-tender offer commenced on
April 22, 1997 and expired at 5:00 p.m., New York City time, on May 20, 1997.
Prior to the self-tender offer, Briggs & Stratton had 28,927,000 shares of
common stock outstanding. Following the purchase of shares tendered in the
self-tender offer, Briggs & Stratton will have approximately 25,336,777 shares
of common stock outstanding.
Payment for shares properly tendered and accepted will be made
promptly, subject to proper delivery of shares in accordance with the terms of
the offer.
In addition to the self-tender offer, the company announced today that
it may from time to time purchase additional shares of common stock pursuant to
an open market repurchase program. The company's board of directors previously
authorized the purchase of up to $300 million of shares of common stock by
means of the self-tender offer and open market or private transactions. Any
future purchases by the company will depend on many factors, including the
market price of the shares, the company's business and financial position and
general economic and market conditions.
Briggs & Stratton is the world's largest producer of air-cooled
gasoline engines for outdoor power equipment.
/CONTACT: Robert H. Eldridge, Executive Vice President and Chief Financial
Officer, Secretary-Treasurer, Briggs & Stratton Corporation 414-259-5333.
