UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-123
A. Full Title of Plan:
Lenox Savings Plan for Collectively Bargained Employees
B. Name of Issuer of the Securities held Pursuant to the Plan and
the Address of its Principal Executive Office:
Brown-Forman Corporation
850 Dixie Highway
Louisville, Kentucky 40210
<PAGE>
INDEX
Pages
Report of Independent Accountants 2
Financial Statements:
Statement of Net Assets Available for Benefits,
December 31, 1999 and 1998 3
Statement of Changes in Net Assets Available for Benefits
for the years ended December 31, 1999 and 1998 4
Notes to Financial Statements 5-9
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes at End of Year,
December 31, 1999 10
Schedule of Reportable Transactions for the Year Ended
December 31, 1999 11
Signatures 12
Consent of Independent Accountants 13
<PAGE>
Report of Independent Accountants
To the Employee Benefits Committee
Brown-Forman Corporation
Lenox Savings Plan for
Collectively Bargained Employees
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Lenox Savings Plan for Collectively Bargained Employees (the Plan) at
December 31, 1999 and 1998 and the changes in net assets available for benefits
for the years then ended, in conformity with accounting principles generally
accepted in the United States. These financial statements are the responsibility
of the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes at end of year and of reportable transactions are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ PricewaterhouseCoopers LLP
May 12, 2000
2
<PAGE>
Lenox Savings Plan for Collectively Bargained Employees
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
1999 1998
---------------------------------------------- ---------------------------------------------
Participant Nonparticipant Participant Nonparticipant
Directed Directed Total Directed Directed Total
----------- -------------- ----------- ----------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Mutual funds $ 2,550,159 -- $ 2,550,159 $ 1,274,646 -- $ 1,274,646
Investment contract and
money market portfolios 184,622 -- 184,622 146,414 -- 146,414
Brown-Forman Corporation
Class B common stock 5,990 -- 5,990 -- -- --
----------- -------------- ----------- ----------- -------------- -----------
2,740,771 -- 2,740,771 1,421,060 -- 1,421,060
Employers' contributions receivable 17,968 -- 17,968 14,024 -- 14,024
Employees' contributions receivable 56,654 -- 56,654 62,003 -- 62,003
----------- -------------- ----------- ----------- -------------- -----------
Net assets available for benefits $ 2,815,393 -- $ 2,815,393 $ 1,497,087 -- $ 1,497,087
=========== ============== =========== =========== ============== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
Lenox Savings Plan for Collectively Bargained Employees
Statement of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 1999 and 1998
<TABLE>
1999 1998
---------------------------------------------- ---------------------------------------------
Participant Nonparticipant Participant Nonparticipant
Directed Directed Total Directed Directed Total
----------- -------------- ----------- ----------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employer $ 48,518 -- $ 48,518 $ 55,161 -- $ 55,161
Employee 650,069 -- 650,069 683,023 -- 683,023
----------- -------------- ----------- ----------- ------------- -----------
698,587 -- 698,587 738,184 -- 738,184
Interest income 8,545 -- 8,545 5,786 -- 5,786
Dividend income 15,422 -- 15,422 9,322 -- 9,322
Net appreciation in fair value 684,133 -- 684,133 149,500 -- 149,500
----------- -------------- ----------- ----------- -------------- -----------
Total additions 1,406,687 -- 1,406,687 902,792 -- 902,792
----------- -------------- ----------- ----------- -------------- -----------
Deductions:
Withdrawals by particpants 88,381 -- 88,381 16,243 -- 16,243
----------- -------------- ----------- ----------- -------------- -----------
Net increase 1,318,306 -- 1,318,306 886,549 -- 886,549
Net assets available for benefits:
Beginning of year 1,497,087 -- 1,497,087 610,538 -- 610,538
----------- -------------- ----------- ----------- -------------- -----------
End of year $ 2,815,393 -- $ 2,815,393 $ 1,497,087 -- $ 1,497,087
=========== ============== =========== =========== ============== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
Lenox Savings Plan for Collectively Bargained Employees
Notes to Financial Statements
1. Description of Plan:
The sponsor of the Lenox Savings Plan for Collectively Bargained
Employees (the Plan), Brown-Forman Corporation (the Sponsor), is a
diversified producer and marketer of fine quality consumer products in
domestic and international markets. The Sponsor's operations include the
production, importing, and marketing of wines and distilled spirits and
the manufacture and sale of luggage and, through the Lenox, Incorporated
division, the manufacture and sale of china, crystal and silver.
The following brief description of the Plan is provided for general
information purposes only. Participants should refer to the plan
agreement for more complete information.
a. General: The Plan is a defined contribution plan covering
substantially all union hourly employees of Lenox, Incorporated
(the Company) and, effective July 1, 1998, all hourly employees of
Gorham, Inc. who are members of the United Steelworkers of America,
AFL-CIO, Local 16031. An employee becomes eligible to participate in
the Plan after the completion of twelve consecutive months of
employment, provided the employee works a minimum of 1,000 hours
within the twelve-month period. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA).
b. Contributions: Employees may contribute to the Plan an amount of not
less than 2% nor more than 15% of their annual compensation, not to
exceed the Section 402(g) (of the Internal Revenue Code of 1986)
limitation for the calendar year, currently $10,000. New employees
may transfer assets from their former employers' qualified plans to
the Plan, but cannot make any further contributions to the Plan until
they meet the eligibility requirements to participate in the Plan.
For employees of the Company, effective March 1, 1997 to October 3,
1999, the company shall contribute annually an amount equal to 25% of
the participant's elective deferral for the first 2% of the
participant's annual compensation. Effective October 4, 1999 and
thereafter, the Company shall contribute annually an amount equal to
25% of the participant's elective deferral for the first 4% of the
participant's annual compensation. The Company does not intend to
make matching contributions at this time for those participants who
are members of the United Steelworkers of America, AFL-CIO,
Local 16031.
5
<PAGE>
Each participant's account is credited with the participant's
contribution and an allocation of (i) the Company's matching
contribution on a quarterly basis, and (ii) plan earnings on a daily
basis. Allocations are based on the participants' contributions and
compensation as defined in the Plan. The total annual additions, as
defined by the Plan, credited to a participant's account in a plan
year may not exceed the lesser of (i) $30,000, or (ii) 25% of the
participant's compensation in the plan year. Additional maximum
limits exist if the employee participates in a qualified defined
benefit plan maintained by the Company. Forfeited balances of
terminated participants' nonvested accounts are used first to
reinstate previously forfeited account balances of re-employed
participants, if any, and the remaining amounts are used to reduce
future company contributions. There were no forfeited nonvested
accounts during 1999 and 1998.
Participants can allocate contributions among various investment
options in 1% increments. The Plan currently offers ten mutual funds,
one investment contract portfolio, and the Brown-Forman Corporation
Class B common stock fund as investment options to participants.
c. Vesting: Participants are immediately vested in their employee
contributions plus actual earnings thereon. Vesting in the Company's
contribution is 25% per year of continuous service with the Company.
Participants will become 100% vested in their company contributions
account in case of death, normal retirement, or total and permanent
disability.
d. Withdrawals: Upon termination of service, a participant can elect to
transfer his vested interest in the Plan to the qualified plan of his
new employer, roll over his funds into an Individual Retirement
Account, or receive his vested interest in the Plan in a lump-sum
amount or in the form of installment payments over a period of time
not to exceed his life expectancy. If the vested account balance is
less than $3,500, a lump-sum distribution will be made. Effective
January 1, 1999, the involuntary cash-out limit was increased to
$5,000. In the event of death, the participant's beneficiary will
receive the vested interest in the participant directed portion of
the plan in a lump-sum payment. Upon approval of the Employee
Benefits Committee, a participant may also withdraw vested interest
in the case of financial hardship under guidelines promulgated by the
Internal Revenue Service.
The distribution to a terminated participant is based on the market
value of his vested interest in the Plan on the valuation date
available immediately preceding the date of the benefit payment.
6
<PAGE>
2. Summary of Significant Accounting Policies:
a. Basis of Accounting: The financial statements of the Plan are
prepared under the accrual method of accounting. Withdrawals by
participants are recorded when paid. Purchases and sales of
securities are recorded on a trade-date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the ex-
dividend date.
b. Valuation of Investments: Investment contract and money market
portfolios are valued at cost which approximates fair value. Mutual
funds are valued at their net asset value per share as quoted by the
National Association of Securities Dealers. The Brown-Forman
Corporation Stock Fund is comprised of Brown-Forman Corporation
Class B shares, which are valued at the quoted closing market price.
The Plan presents in the accompanying statements of changes in net
assets available for benefits the net appreciation or depreciation
in the fair value of its investments which consists of the realized
gains or losses and the unrealized appreciation or depreciation on
those investments.
c. Management Estimates: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of net assets available for benefits and disclosure of
contingent assets and liabilities at the dates of the financial
statements and the reported amounts of additions to and deductions
from net assets during the reporting periods. Actual results could
differ from those estimates.
7
<PAGE>
3. Investments:
The Plan's investments are held by a custodian trust company. The
following table presents the fair value of investments. Investments
that represent 5% or more of the Plan's net assets are separately
identified.
<TABLE>
December 31
--------------------------------------------------------------
1999 1998
---------------------------- ----------------------------
Number of Number of
Shares, Units Shares, Units
or Principal or Principal
Amount Fair Value Amount Fair Value
------------- ---------- ------------- ----------
<S> <C> <C> <C> <C>
Mutual funds, investment contract
portfolio and stock fund:
PBHG Growth Fund 6,863 $ 325,192 5,332 $ 136,168
Janus Worldwide Fund 8,641 660,431 6,199 293,585
Fidelity Magellan Fund 3,234 441,898 2,033 245,628
Fidelity Equity-Income Fund 7,520 402,178 4,800 266,649
Fidelity Growth Company 5,476 461,608 3,358 171,336
Fidelity Asset Manager 10,519 193,343 7,060 122,779
Fidelity Retirement
Money Market Portfolio 125,911 125,911 102,350 102,350
Brown-Forman Corporation Class B
Common Stock Fund 629 5,990 -- --
Other investments 64,552 124,220 47,717 82,565
---------- ----------
$ 2,740,771 $ 1,421,060
========== ==========
</TABLE>
During 1999 and 1998, the Plan's investments, including investments
bought, sold, and held during the year, appreciated in value as follows:
1999 1998
---------- ----------
Mutual funds $ 684,654 $ 149,500
Brown-Forman Corporation
Class B common stock (521) --
---------- ----------
$ 684,133 $ 149,500
========== ==========
8
<PAGE>
4. Tax Status:
The Internal Revenue Service has determined, and informed the Company
by a letter dated September 16, 1998, that the Plan and related trust are
designed in accordance with the applicable sections of the Internal
Revenue Code (IRC). The Plan has been amended since receiving the
determination letter. However, the Company believes that the Plan is
designed and is currently being operated in compliance with the
applicable requirements of the IRC.
5. Plan Termination:
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
plan termination, participants will become 100% vested in their accounts.
6. Related Party Transactions:
Certain administrative costs incurred by the Plan are paid by the
Company.
9
<PAGE>
Lenox Savings Plan for Collectively Bargained Employees
Plan #017 EIN #21-0498476
Schedule H, Line 4i --
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
<TABLE>
Description of Investment Including
Identity of Issue, Borrower, Maturity Date, Rate of Interest, Current
Lessor or Similar Party Collateral, Par or Maturity Value Value
---------------------------- ----------------------------------- -----------
<S> <C> <C>
PBHG Growth Fund Mutual fund, variable rate and maturity $ 325,192
Janus Enterprise Fund Mutual fund, variable rate and maturity 8,818
Janus Worldwide Fund Mutual fund, variable rate and maturity 660,431
PIMCO Total Return Fund Mutual fund, variable rate and maturity 56,691
Fidelity Magellan Fund* Mutual fund, variable rate and maturity 441,898
Fidelity Equity-Income Fund* Mutual fund, variable rate and maturity 402,178
Fidelity Growth Company Fund* Mutual fund, variable rate and maturity 461,608
Fidelity Asset Manager* Mutual fund, variable rate and maturity 193,343
Fidelity Retirement Money Money market portfolio, variable rate
Market Portfolio* and maturity 125,911
Managed Income Portfolio* Investment contract portfolio, variable
rate and maturity 58,711
Brown-Forman Corporation* Class B common stock fund 5,990
-----------
$ 2,740,771
===========
*Party-in-interest to the Plan
</TABLE>
10
<PAGE>
Lenox Savings Plan for Collectively Bargained Employees
Plan #017 EIN #21-0498476
Schedule H, Line 4j --
Schedule of Reportable Transactions
For the Year Ended December 31, 1999
<TABLE>
Expense Current Value
Purchase Selling Lease Incurred with Cost of of Asset on Net Gain
Identity of Party Involved Description of Asset Price Price Rental Transaction Asset Transaction Date (Loss)
-------------------------- -------------------- -------- ------- ------ ------------- ------- ---------------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
No reportable transactions.
</TABLE>
11
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Lenox
Savings Plan for Collectively Bargained Employees has duly caused this report to
be signed by the undersigned thereunto duly authorized.
LENOX SAVINGS PLAN FOR COLLECTIVELY BARGAINED EMPLOYEES
BY:
/s/ Steven B. Ratoff
Steven B. Ratoff
Executive Vice President and
Chief Financial Officer
(On behalf of the Principal and
as Principal Financial Officer)
June 23, 2000
12
