<PAGE>
United States Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
---------
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 1994
Commission File No. 1-123
---------
BROWN-FORMAN CORPORATION
(Exact name of Registrant as specified in its Charter)
Delaware 61-0143150
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
850 Dixie Highway 40210
Louisville, Kentucky (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (502) 585-1100
----------
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ----
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date: February 28, 1994:
Class A Common Stock (voting) 9,662,697
Class B Common Stock (nonvoting)13,336,049
<PAGE>
BROWN-FORMAN CORPORATION
Index to Quarterly Report Form 10-Q
Part I. Financial Information
Item 1. Financial Statements Page Number
Condensed Consolidated Statement of Income
Three months ended January 31, 1994 and 1993 3
Nine months ended January 31, 1994 and 1993 3
Condensed Consolidated Balance Sheet
January 31, 1994 and April 30, 1993 4
Condensed Consolidated Statement of Cash Flows
Nine months ended January 31, 1994 and 1993 5
Notes to the Condensed Consolidated Statements 6 - 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8 - 11
Part II. Other Information
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
- -----------------------------
BROWN-FORMAN CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Expressed in thousands except per share amounts)
Three Months Ended Nine Months Ended
January 31, January 31,
1994 1993 1994 1993
-------- -------- ---------- ----------
Net sales $413,312 $426,267 $1,268,692 $1,288,299
Excise taxes 64,769 73,045 201,707 215,886
Cost of sales 145,021 152,239 438,202 447,984
-------- -------- ---------- ----------
Gross profit 203,522 200,983 628,783 624,429
Selling, general, and
administrative expenses 89,403 92,741 277,709 269,971
Advertising expenses 51,793 46,306 164,196 153,298
-------- -------- ---------- ----------
Operating income 62,326 61,936 186,878 201,160
Gain before income taxes on
sale of business -- -- 30,077 --
Interest income 1,276 765 3,332 2,150
Interest expense 3,675 4,836 11,293 11,938
-------- ------- --------- ----------
Income before income taxes 59,927 57,865 208,994 191,372
Taxes on income 21,154 20,625 78,252 67,702
-------- ------- --------- ----------
Income before cumulative
effect of changes in
accounting principles 38,773 37,240 130,742 123,670
Cumulative effect of changes
in accounting principles -- -- 32,542 --
-------- ------- --------- ----------
Net income 38,773 37,240 98,200 123,670
Less preferred stock dividend
requirements 118 118 353 353
-------- ------- --------- ----------
Net income applicable to
common stock $ 38,655 $37,122 $ 97,847 $ 123,317
======== ======= ========= ==========
Weighted average number of
common shares outstanding
in thousands 26,663 27,555 27,258 27,555
Per common share:
Income before cumulative
effect of changes in
accounting principles $ 1.45 $ 1.35 $ 4.78 $ 4.48
Cumulative effect of changes
in accounting principles -- -- 1.19 --
-------- ------- ------- -------
Net income $ 1.45 $ 1.35 $ 3.59 $ 4.48
======== ======= ======= =======
Cash dividends paid $ .71 $ .68 $ 2.0
======== ======= ======= =======
See notes to the condensed consolidated statements.
<PAGE>
BROWN-FORMAN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Expressed in thousands)
January 31, April 30,
1994 1993
---------- ----------
(Unaudited)
Assets
- ------
Cash and cash equivalents $ 67,796 $ 74,912
Short-term investments 25,143 18,146
Accounts receivable, net 216,501 238,921
Inventories:
Barreled whisky 141,338 137,880
Finished goods 120,251 142,640
Work in process 69,870 56,857
Raw materials and supplies 31,668 28,139
---------- ----------
Total inventories 363,127 365,516
Other current assets 21,103 22,759
---------- ----------
Total current assets 693,670 720,254
Property, plant and equipment, net 247,743 257,440
Intangible assets, net 275,418 279,681
Other assets 58,137 53,623
---------- ----------
Total assets $1,274,968 $1,310,998
========== ==========
Liabilities
- -----------
Commercial paper $ 272,507 $ --
Accounts payable and accrued expenses 203,682 180,664
Current portion of long-term debt 4,867 6,389
Accrued taxes on income 6,883 7,424
Deferred income taxes 17,725 15,883
---------- ----------
Total current liabilities 505,664 210,360
Long-term debt 149,190 154,408
Deferred income taxes 84,752 108,971
Postretirement benefits 46,306 --
Other liabilities and deferred income 38,814 19,136
---------- ----------
Total liabilities 824,726 492,875
Stockholders' Equity
Preferred stock 11,779 11,779
Common stockholders' equity 438,463 806,344
---------- ----------
Total stockholders' equity 450,242 818,123
---------- ----------
Total liabilities and stockholders' equity $1,274,968 $1,310,998
========== ==========
Note: The balance sheet at April 30, 1993 has been taken from
the audited financial statements at that date, and condensed.
See notes to the condensed consolidated statements.
<PAGE>
BROWN-FORMAN CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Expressed in thousands; amounts in brackets are reductions of
cash)
Nine Months Ended
January 31,
1994 1993
--------- ---------
Cash flows from operating activities:
Net income $ 98,200 $ 123,670
Adjustments to reconcile net income to net cash
provided by (used for) operations:
Cumulative effect of changes in accounting
principles 32,542 --
Depreciation 27,174 25,881
Amortization of intangible assets 7,176 6,345
Deferred income taxes 4,646 (2,485)
Gain net of income taxes on sale of business (18,350) --
Other 1,521 (3,518)
Changes in assets and liabilities:
Accounts receivable 22,420 87
Inventories 2,389 4,327
Other current assets 2,956 (451)
Accounts payable and accrued expenses 19,035 3,257
Accrued taxes on income (12,267) (5,285)
-------- --------
Cash provided by operating activities 187,442 151,828
-------- --------
Cash flows from investing activities:
Proceeds from sale of business 31,837 --
Additions to property, plant, and equipment, net (17,993) (23,256)
Net sales (purchases) of short-term investments (6,997) (2,252)
Other (2,120) 595
Acquisition of business, net of cash acquired -- (4,613)
Equity investment -- (9,467)
-------- --------
Cash provided by (used for) investing activities 4,727 (38,993)
-------- --------
Cash flows from financing activities:
Proceeds from long-term debt -- 2,744
Retirement of debt assumed at the time of
acquisition -- (17,708)
Commercial paper 272,507 (9,070)
Retirement of notes payable -- (8,025)
Reduction of other debt (6,740) (5,188)
Acquisition of treasury stock (407,660) --
Cash dividends paid (57,392) (52,707)
--------- ---------
Cash provided by (used for) financing
activities (199,285) (89,954)
--------- ---------
Net increase (decrease) in cash and cash equivalents (7,116) 22,881
Cash and cash equivalents, beginning of period 74,912 50,030
--------- ---------
Cash and cash equivalents, end of period $ 67,796 $ 72,911
========= =========
See notes to the condensed consolidated statements.
<PAGE>
BROWN-FORMAN CORPORATION
NOTES TO THE CONDENSED CONSOLIDATED STATEMENTS
(Unaudited)
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------
The condensed consolidated statements have been prepared in
accordance with the company's customary accounting practices as
set forth in the company's 1993 annual report on Form 10-K and
have not been audited. In the opinion of management, all
adjustments (which include only normal recurring adjustments)
necessary for a fair presentation of this information have been
made.
Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted. It is suggested that these condensed consolidated
financial statements be read in conjunction with the financial
statements and notes thereto included in the company's April
30, 1993 annual report on Form 10-K. Certain prior year
amounts have been reclassified to conform with the current
year's presentation.
2. ACCOUNTING CHANGES
------------------
In the third quarter, the company adopted Statement of
Financial Accounting Standards No. 116, "Accounting for
Contributions Received and Contributions Made," and restated
the first quarter as if adoption had occurred May 1, 1993. The
cumulative effect to the first quarter resulted in a one-time
pretax charge totaling $6,721,000 ($4,100,000 or $.15 per share
after-tax). The one-time charge to net income from adopting
this accounting standard was recorded as the cumulative effect
of a change in accounting principle.
The company adopted Statement of Position 93-7, "Reporting
on Advertising Costs," effective January 31, 1994. This
statement was issued by the American Institute of Certified
Public Accountants, and requires the company to capitalize and
amortize direct-response advertising to better match revenues
with expense. The adoption had no effect on year-to-date
earnings.
The company provides certain health care and life insurance
benefits for eligible retirees. Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," requires that the
cost of these benefits be accrued as earned by employees. The
company also provides other postemployment benefits to certain
qualified former or inactive employees. Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits," requires accrual accounting for these
benefits. The company adopted both of these standards on May
1, 1993. The adoption of these standards in the first quarter
of fiscal 1994 resulted in a one-time pretax charge totaling
$46,501,000 ($28,442,000 or $1.03 per share after-tax). The
one-time charge to net income from adopting these accounting
standards was recorded as the cumulative effect of changes in
accounting principles.
Effective May 1,1993, the company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes." The effect of adoption was immaterial.
<PAGE>
3. CHANGES IN OPERATIONS
---------------------
A. Brown-Forman Enterprises
On October 15, 1993, the company sold substantially all the
assets of its credit card processing operations. The sale
resulted in a pretax gain of approximately $30,077,000
($18,350,000 or $.67 per share after-tax).
B. Fetzer Vineyards
On August 31, 1992, the company purchased substantially all
of the outstanding stock of Fetzer Vineyards of Mendocino
County, California. The cost of acquiring substantially all
the stock includes, among other costs, $4,600,000 in cash,
$47,500,000 in notes and four annual payments of $2,800,000 per
year beginning fiscal 1996. The acquisition has been accounted
for as a purchase, and accordingly, the operating results of
Fetzer have been consolidated with the company since the
acquisition date. The excess of the acquisition cost over the
fair value of the net assets acquired is approximately
$46,500,000 which is being amortized over forty years.
4. INVENTORIES
-----------
The company uses the last-in, first-out method for
determining the cost for substantially all inventories. If the
last-in, first-out method had not been used, inventories would
have been $70,751,000 and $62,347,000 higher than reported at
January 31, 1994, and April 30, 1993, respectively.
5. ENVIRONMENTAL
-------------
The company faces environmental claims resulting from the
cleanup of several waste deposit sites. The company expects
other responsible parties to assist in the cleanup of these
sites. The company has accrued $2,700,000 to cover the cost of
these cleanups. The estimated costs of cleanup are not
expected to exceed the amount previously accrued by the company
plus expected insurance recoveries.
6. SHARE REPURCHASE
----------------
During the quarter ended January 31, 1994, the company
acquired as treasury stock 911,484 shares of Class A and
3,644,506 shares of Class B common stock at a total cost of
$407,660,000.
7. WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
----------------------------------------------------
Quarterly earnings per share amounts do not add to year-to-
date earnings per share for fiscal 1994 because of changes in
the number of outstanding shares during the year.
8. CONTINGENCIES
-------------
Various suits and claims (asserted and unasserted) arising
in the ordinary course of business are pending or threatened
against the company. These include product liability suits
against the company that allege injury from the consumption of
alcoholic beverages and suits that allege employment
discrimination based on the plaintiffs' age. While some of
these suits and claims seek significant financial recoveries
from the company, based on a considered evaluation of all known
and threatened litigation, and on the advice of counsel,
management believes that the ultimate resolution of these
matters will not have a material adverse effect on the
company's financial position or results of operations.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
- ------ -------------------------------------------------
Condition and Results of Operations
-----------------------------------
The following Discussion and Analysis of Financial
Condition and Results of Operations should be read in
conjunction with the company's April 30, 1993 annual report to
stockholders. The results for the nine months ended January
31, 1994 are not necessarily indicative of the operating
results for the full year.
Results of Operations
- ---------------------
Third Quarter Fiscal 1994 Compared to Third Quarter Fiscal 1993
- ---------------------------------------------------------------
A summary of operating performance follows (expressed in
thousands, except percentage and per share amounts):
THREE MONTHS ENDED
JANUARY 31, %
1994 1993 CHANGE
-------- -------- ------
Net Sales
Wines & Spirits $283,632 $286,146 (0.9)
Consumer Durables 129,680 135,563 (4.3)
Other -- 4,558 (100.0)
-------- --------
Total $413,312 $426,267 (3.0)
Operating Income $ 62,326 $ 61,936 0.6
Net Income $ 38,773 $ 37,240 4.1
Earnings Per Share $ 1.45 $ 1.35 7.4
Effective Tax Rate 35.30% 35.64%
Wines and spirits sales were down slightly due to lower
sales of the company's major beverage brands in the domestic
market partially offset by double digit increases overseas.
The sales decline in the U.S. reflects consumption trends in
the U.S. market as well as a reduction of trade inventory
levels. Consumer durables sales declined due in part to the
disruptions caused by severe weather conditions in the eastern
U.S. and natural disasters in southern California.
Consolidated operating income increased slightly due to the
effect of higher margins on international sales and overall
lower production costs within the wines and spirits segment.
These positives were partially offset by higher advertising
expense overseas in the wines and spirits segment.
Consolidated net income increased $1.5 million or 4.1% due
primarily to higher operating income and lower net interest
expense.
Nine Months Fiscal 1994 Compared to Nine Months Fiscal 1993
- -----------------------------------------------------------
In the third quarter, the company adopted Statement of
Financial Accounting Standards No. 116, "Accounting for
Contributions Received and Contributions Made." The adoption
of this standard resulted in a restatement of first quarter
earnings as if the adoption had occurred May 1, 1993, lowering
net income by $4.1 million or $.15 per share. The one-time
charge to net income from adopting this accounting standard was
recorded as the cumulative effect of a change in accounting
principle.
<PAGE>
On May 1, 1993, the company adopted Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," and No. 112,
"Employers' Accounting for Postemployment Benefits." The
adoption of these standards resulted in a pretax charge
totaling $46.5 million ($28.4 million or $1.03 per share after-
tax.) The charge to net income from adopting these accounting
standards was recorded as the cumulative effect of changes in
accounting principles. Also, the company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes," effective May 1, 1993. The effect of the adoption was
immaterial. The company adopted Statement of Position 93-7,
"Reporting on Advertising Costs," on January 31, 1994. This
statement was issued by the American Institute of Certified
Public Accountants, and requires capitalization and
amortization of direct-response advertising to better match
revenues with expense. The adoption had no effect on year-to-
date earnings.
On October 15, 1993, the company sold substantially all
the assets of its credit card processing operations. The sale
resulted in a pretax gain of $30.1 million ($18.4 million or
$.67 per share after tax). Also, in the second quarter, the
company recognized the effect of tax legislation signed into
law August 10. The additional second quarter tax expense of
$4.2 million, or $.15 per share, recognizes the effect of a
higher tax rate on earnings since January 1, as well as the
recording of a noncash charge to restate the company's deferred
tax liability at the new corporate tax rate. The effect of the
higher tax rate on third quarter earnings was $.02 per share.
A summary of operating performance follows (expressed in
thousands, except percentage and per share amounts):
NINE MONTHS ENDED
JANUARY 31, %
1994 1993 CHANGE
---------- ---------- ------
Net Sales
Wines & Spirits $ 870,332 $ 880,174 (1.1)
Consumer Durables 388,307 395,168 (1.7)
Other 10,053 12,957 (22.4)
---------- ----------
Total $1,268,692 $1,288,299 (1.5)
Operating Income $ 186,878 $ 201,160 (7.1)
Gain on Sale of Business $ 30,077 --
Net Income
Income Before Cumulative
Effect of Changes in
Accounting Principles $ 130,742 $ 123,670 5.7
Cumulative Effect of
Changes in Accounting
Principles (32,542) --
----------- ----------
Net Income $ 98,200 $ 123,670 (20.6)
<PAGE>
NINE MONTHS ENDED
JANUARY 31, %
1994 1993 CHANGE
----------- ---------- ------
Earnings Per Share
Earnings Before Cumulative
Effect of Changes in
Accounting Principles $ 4.78 $ 4.48 6.7
Cumulative Effect of Changes in
Accounting Principles (1.19) --
----------- ----------
Earnings Per Share $ 3.59 $ 4.48 (19.9)
Effective Tax Rate 37.44% 35.38%
Excluding the effect of the Fetzer acquisition,
consolidated net sales decreased 3.8% and wines and spirits
sales decreased 4.4%. The overall decline in sales for the
nine months ended January 31 was largely the result of lower
first-half sales of Jack Daniel's Country Cocktails. Partially
offsetting this decline was the addition of Fetzer Vineyards,
acquired in August 1992, and worldwide volume gains for Jack
Daniel's. Sales of the company's other beverage brands
generally declined from last year's level. Sales of consumer
durables for the first nine months of the year were off 1.7%
due in part to the disruption caused by severe weather
conditions in the eastern U.S. and natural disasters in
southern California. Lenox Collections sales are significantly
below last year for the first nine months. A number of changes
that will improve the profitability and competitiveness of
Lenox are being initiated. Lenox recently created a united
tabletop unit consisting of Lenox, Gorham and Kirk Stieff.
This organization will enhance the company's competitiveness in
its core tabletop business, and allow the Dansk division to
focus on growing its unique retail and product opportunities.
Lenox also expects to conclude a strategic assessment of its
other retail stores in the fourth quarter. Following weak
holiday sales at some locations, the company is considering a
plan that would close or reformat about seven stores. The
implementation of this plan would probably result in a charge
of approximately $.20 to $.25 per share in the fourth quarter
and concentrate future efforts on retail formats that have
shown the most promise.
Consolidated gross profit increased due primarily to lower
production costs within the wines and spirits segment.
Consolidated operating income is down 7.1% due primarily to a
decline in sales of Jack Daniel's Country Cocktails,
promotional costs for the introduction of Southern Comfort
Cocktails, and lower sales in the consumer durables segment.
Excluding the gain from the sale of business and the
effect of higher taxes, consolidated net income, before the
cumulative effect of changes in accounting principles, declined
$6.6 million or 5.3% due primarily to lower operating income in
the wines and spirits segment.
Excluding unusual items affecting the current year--gain
on sale of business ($.67 per share), adoption of new
accounting standards ($1.19 per share), and higher tax rate
legislation ($.17 per share)--earnings per share declined 4.5%
to $4.28 per share.
<PAGE>
On January 14, 1994, the company concluded its Dutch
Auction tender offer, acquiring 911,484 shares of Class A and
3,644,506 shares of Class B common stock at a total cost of
$408 million. The purchase of stock added approximately $.03
per share to third quarter results and is expected to add about
$.19 per share to the company's earnings in fiscal 1994. As a
result, the company expects full-year earnings per share
growth, adjusted for unusual items and charges. The company
expects future earnings per share to benefit significantly by
the repurchase which will allow the company to pursue several
investment strategies in fiscal 1995 that will slow near-term
earnings growth, but help the company achieve greater long-term
results.
Weighted Average Number of Common Shares Outstanding
- ----------------------------------------------------
Quarterly earnings per share amounts do not add to year-to-
date earnings per share for fiscal 1994 because of changes in
the number of outstanding shares during the year.
Sale of Business
- ----------------
With the October 15 sale of the company's credit card
processing organization, the company realized a pretax gain of
$30.1 million from a very successful venture investment. Costs
to develop the business were charged against operating earnings
over the past five years, and cash proceeds from the sale
resulted in a high return on those investments.
Financial Condition at January 31, 1994 Compared to Financial
- -------------------------------------------------------------
Condition at April 30, 1993
- ---------------------------
The company's cash flow activity in the first nine months
of fiscal 1994 continued to reflect a strong financial
position. Lower cash requirements for accounts receivable
coupled with increases in accounts payable and accrued expenses
offset the effect of lower income resulting in an increase of
$36 million or 23% in cash provided by operating activities.
Cash provided by investing activities in the nine months ended
January 31, 1994 of $5 million reflects proceeds from the sale
of business offset by normal investments in property, plant,
and equipment and net purchases of short-term investments.
Financing activities in the first nine months reflect a use of
cash to acquire treasury stock and pay increased dividends.
Total net working capital decreased $322 million from April 30,
1993 to $188 million due primarily to an increase in commercial
paper.
Form S-3 Registration Statement
- -------------------------------
In early March, the company will file with the Securities
and Exchange Commission a shelf registration statement on Form
S-3. The registration statement will cover an incremental $150
million of debt securities, and update an older shelf
registration statement which still applies to $100 million in
debt securities. The company expects that, soon after the
registration statement becomes effective, it will issue a
portion of the registered debt as debt securities. The company
will use the net proceeds of this debt issue for general
corporate purposes.
Dividends
- ---------
On February 24, 1994, the Board of Directors declared a
regular quarterly cash dividend of $.71 per share on Class A
and Class B Common Stock and $.10 per share on the Preferred
Stock. Stockholders of record on March 10, 1994, will receive
the cash dividend on April 1, 1994. Including this action,
total cash dividends paid per common share in fiscal 1994 will
be $2.78, an 8% increase over last year.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- ------ -----------------
Adams, et al. v. Brown-Forman Corporation (U.S. District
Court, Middle District of Florida, Tampa Division):
As previously reported, Brown-Forman Corporation terminated
approximately 220 employees in a November 1986 reorganization.
All terminated employees received special compensation packages
and signed complete releases waiving any rights they might have
as a result of their termination. Nonetheless, the company was
named as a defendant in four related lawsuits, filed in 1988
and 1989, alleging violation of the Age Discrimination in
Employment Act (the "ADEA") related to this termination
process.
Three of the suits, collectively referred to as Adams, et
al. v. Brown-Forman Corporation, were filed by or on behalf of
the same 44 plaintiffs; the fourth suit was filed by the U.S.
Equal Employment Opportunity Commission (the "EEOC") on behalf
of 104 individuals, including the Adams plaintiffs. The
lawsuits have been consolidated for trial in the U.S. District
Court for the Middle District of Florida. During the course of
this litigation, the EEOC has ceased representation of 19
individuals, thus reducing the total to 85 individuals.
The 44 Adams plaintiffs have asserted their damages to be
approximately $62 million. The EEOC, using the same expert as
that used by the plaintiffs in the private actions, has
determined the EEOC's damage claim to be $43 million for the
individuals on whose behalf it has brought suit, bringing the
total claimed to $105 million. The company and its legal
counsel consider this figure to exceed by far any liability to
which the company might be exposed. The company denies any
liability to the plaintiffs or individuals on whose part the
EEOC has brought suit in these matters and is vigorously
contesting the litigation.
On June 17, 1992, the Eleventh Circuit Court of appeals
reversed a decision of the trial court and ruled in the
company's favor that "knowing and voluntary" written releases
are valid, even when plaintiffs are making ADEA claims. The
company filed a motion for summary judgment on the release and
other issues. The magistrate judge heard oral argument on
January 5, 1993, and on September 30, 1993, made a report and
recommendation to the district court that the releases were
valid as to ten of the plaintiffs and recommended that their
cases should be dismissed. The magistrate judge found there
were "genuine issues of material fact" on the release and other
issues with respect to the remaining 75 plaintiffs, and
recommended that the motion for summary judgment be denied as
to them.
Both sides filed exceptions to the magistrate judge's report
and recommendation. After the court makes a decision on the
recommendation, a trial date will be set for the remaining
plaintiffs, if any.
Item 6. Exhibits and Reports on Form 8-K
- ------ --------------------------------
(b) Reports on Form 8-K:
1.)There were no reports on Form 8-K filed during the
quarter ended January 31, 1994.
<PAGE>
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.
BROWN-FORMAN CORPORATION
(Registrant)
Date: March 4, 1994 By: Owsley Brown II
-----------------------
Owsley Brown II
President and Chief Executive Officer
(Principal Financial Officer)
Date: March 4, 1994 By: Clifford G. Rompf, Jr.
-----------------------
Clifford G. Rompf, Jr.
Senior Vice President
(Principal Accounting Officer)
