Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K
Annual report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1993
Commission file number 1-1043
Brunswick Corporation
(Exact name of registrant in its charter)
Delaware 36-0848180
(State of Incorporation) (I.R.S. Employer Identification No.)
1 N. Field Ct. 60045-4811
Lake Forest, Illinois (zip code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (708) 735-4700
Securities Registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock ($.75 par value) New York, Chicago, Pacific, Tokyo
and London Stock Exchanges
Securities Registered pursuant to Section 12(g) of the Act:
None
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
the registrant was required to file such reports) and (2) has been subject to
such filing requirements the past 90 days.
Yes X . No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
As of March 21, 1994, the aggregate market value of the voting stock
of the registrant held by non-affiliates of the registrant was $2,210,256,968.
Such number excludes stock beneficially owned by officers and directors.
This does not constitute an admission that they are affiliates.
The number of shares of Common Stock($.75 par value) of the registrant
outstanding as of March 21, 1994, was 95,378,080.
Documents Incorporated by Reference
Part III of this Report on Form 10-K incorporates by reference certain
information from the Company's definitive Proxy Statement for the Annual Meeting
of Stockholders scheduled to be held on April 27, 1994.
<PAGE>
Part I
Item 1. Business
Brunswick Corporation (the "Company") is organized into seven
divisions with operations in two industry segments: Marine and
Recreation. Segment information is contained in Note 8 on page 32.
Marine
The Marine industry segment consists of the Mercury Marine
Division, which manufactures and sells marine propulsion systems,
and the US Marine, Sea Ray and Fishing Boat Divisions, which
manufacture and sell pleasure and fishing boats. The Company
believes it has the largest dollar volume of sales of recreational
marine engines and pleasure boats in the world.
The Mercury Marine Division manufactures and sells Mercury, Mariner
and Force outboard motors, MerCruiser gasoline and diesel inboard
and stern drive engines, and the Sport-Jet 90 water-jet system.
Outboard motors are sold through marine dealers for pleasure craft
and commercial use and to the Company's US Marine, Sea Ray and
Fishing Boat Divisions. The MerCruiser engines and the water-jet
systems are sold principally to boatbuilders, including the
Company's US Marine, Sea Ray and Fishing Boat Divisions.
The Mercury Marine Division also manufactures and sells replacement
parts for engines and outboard motors and marine accessories,
including steering systems, instruments, controls, propellers,
service aids and marine lubricants. These products are marketed
through marinas, dealers and boatbuilders under the Quicksilver
brand name.
Mercury Marine products are manufactured in North America and
Europe for global distribution. International assembly facilities
are located in Belgium and Mexico, and offshore distribution
centers are in Belgium, Japan and Australia. Trademarks for
Mercury Marine products include MerCruiser, Mercury, Mariner, Force
and Quicksilver.
The US Marine Division builds and sells several brands of
fiberglass pleasure and fishing boats, ranging in size from 14 to
47 feet. Bayliner is the Division's oldest and most well known
brand, with offerings that include jet powered boats, family
runabouts, cabin cruisers, sport fishing boats and luxury motor
yachts. Other brands include Maxum (runabouts and cabin cruisers)
and Robalo (sport fishing boats).
<PAGE>
The US Marine Division is vertically integrated, producing many of
the parts and accessories which make up the boats. Escort boat
trailers are also produced by the Division and sold with smaller
boats as part of boat-motor-trailer packages. Outboard motors and
stern drive and inboard engines are purchased from the Mercury
Marine Division.
The US Marine Division's boats, Escort boat trailers, and parts and
accessories are sold through dealers. Trademarks for US Marine
products include Bayliner, Maxum, Cobra, Quantum, Robalo, Ciera,
Trophy, Jazz, Escort and US Marine.
The Sea Ray Division builds and sells Sea Ray fiberglass boats from
13 to 65 feet in length, including luxury motor yachts, cabin
cruisers, sport fishing boats, sport boats, runabouts, water skiing
boats, and jet powered boats. Sea Ray boats use and are sold with
outboard motors, stern drive engines and gasoline or diesel inboard
engines. The Division purchases its outboard motors and most of
its stern drive and gasoline inboard engines from the Mercury
Marine Division.
Sea Ray boats are sold through dealers under the Sea Ray, Laguna,
Ski Ray and Sea Rayder trademarks.
The Fishing Boat Division manufactures and sells fiberglass and
aluminum boats for the sport fishing and recreational boating
markets. Some of these boats are equipped with Mercury, Mariner or
Force outboard motors at the factory and are sold in
boat-motor-trailer packages by marine dealers. The Fishing Boat
Division's boats are sold through dealers under the Astro, Fisher,
MonArk, Procraft, Starcraft, and Spectrum trademarks.
The Company has an interest in Tracker Marine, L.P., a limited
partnership, which manufactures and markets boats, motors, trailers
and accessories. The Company has various agreements with Tracker
Marine, L.P., including contracts to supply outboard motors,
trolling motors and various other Brunswick products for Tracker
Marine boats.
The Company's Marine segment sales to unaffiliated customers
include sales of the following principal products for the three
years ended December 31, 1993, 1992, and 1991:
<TABLE>
<CAPTION>
(in millions, unaudited)
1993 1992 1991
<S> <C> <C> <C>
Boats $ 754.5 $ 751.0 $ 685.1
Engines 816.7 765.1 683.2
$1,571.2 $1,516.1 $1,368.3
</TABLE>
<PAGE>
Boat sales include the value of engines when such engines are sold
as a component of a finished boat. Engine sales include sales to
boat manufacturers which are not Company-owned, marine dealers and
others, when the engine is not sold with a Company-manufactured
boat.
Recreation
There are three divisions in the Recreation industry segment:
Zebco, Brunswick, and Brunswick Recreation Centers.
The Zebco Division manufactures, assembles, purchases and sells
fishing reels, rods, reel/rod combinations, and accessories. The
Division also manufactures and sells electric trolling motors for
fishermen and for use by boat manufacturers, including Marine
segment operations.
The Brunswick Division manufactures and sells products for the
bowling industry, including bowling lanes, automatic pinsetters,
ball returns, computerized scoring equipment and business systems,
and BowlerVision, a computer software bowling system which allows
pins to be set up in a variety of configurations, creating new
games for bowlers to play. BowlerVision also is able to analyze
and display ball path, ball speed and entry angle. In addition,
the Division manufactures and sells seating and locker units for
bowling centers; bowling pins, lane finishes and supplies; and
bowling balls and bags.
The Brunswick Division also manufactures and sells golf club shafts
and golf bags and sells billiards tables which are manufactured for
the Company to its specifications.
The Brunswick Division has a 50% interest in Nippon Brunswick
K. K., which sells bowling equipment and operates bowling centers
in Japan. In 1993, the Division entered into a joint venture to
build, own and operate bowling centers in Brazil and a joint
venture to build, own and operate bowling centers and to sell
bowling equipment in Thailand. The Division also entered into a
joint venture to build, own and operate recreation centers
containing the Q-Zar laser tag game and to sell Q-Zar laser tag
equipment in Brazil and Mexico. The Division also has the rights
to sell Q-Zar laser game equipment in Korea.
The Brunswick Recreation Centers Division operates 126 recreation
centers worldwide. Recreation centers are bowling centers which
offer, in varying degrees depending on size and location, the
following additional activities and services: billiards and other
family games, children's playrooms, restaurants and cocktail
lounges. The Company owns most of its recreation centers.
In 1993, the Division also opened three Circus World Pizza
facilities which contain children's play and entertainment areas
and restaurants which serve pizza. The Company intends to open
seven Circus World Pizza facilities in 1994.
<PAGE>
Among the Company's trademarks in the recreation field are Zebco,
Quantum, Pro Staff, Classic and Martin fishing equipment,
MotorGuide, Stealth and Thruster electric trolling motors,
Brunswick Recreation Centers, Circus World Pizza, Leiserv,
Brunswick, AS-90, Armor Plate 3000, Anvilane, BallWall, Guardian,
Perry-Austen, Rhino, GS-10, Systems 2000, BowlerVision and
Colorvision bowling equipment, and Brunswick Golf and Precision FM
golf club shafts. Browning S.A. has licensed the Zebco Division to
manufacture and sell Browning fishing equipment. Recreation
products are distributed, mainly under these trademarks, to mass
merchants, distributors, dealers, bowling centers, and retailers
by the Company's salesmen and manufacturers' representatives and to
the recreation centers operated by the Company. Recreation
products are distributed worldwide from regional warehouses, sales
offices and factory stocks of merchandise.
Discontinued operations
The Company has announced its intention to divest its Technical
Group, and the businesses in the Technical Group are considered and
have been accounted for as discontinued operations.
The Technical Group manufactures and sells composite structures for
aircraft, helicopters, spacecraft, propulsion systems, missiles,
ships, automobiles, trucks, buses, oil and gas wells and offshore
platforms; radomes; space qualified products including fire
detection systems, filters and extendable robotic arms; camouflage;
infrared optical surveillance systems; tactical weapons; flight
decoys and target training systems; relocatable and mobile shelter
systems; and chemical protective detectors/alarms. These products
are sold to the U.S. Department of Defense; major defense prime
contractors; electronics, aerospace and commercial aircraft
manufacturers; and machinery, automotive and oil and gas
manufacturers and distributors.
Raw materials
Many different raw materials are purchased from various sources.
At the present time, no critical raw material shortages are
anticipated in either of the Company's industry segments. General
Motors Corporation is a significant supplier of the gasoline
engines used to manufacture the Company's gasoline stern drives.
Patents, trademarks and licenses
The Company has and continues to obtain patent rights, consisting
of patents and patent licenses, covering certain features of the
Company's products and processes. The Company's patents, by law,
have a limited life, and rights expire periodically.
<PAGE>
In the Marine segment, patent rights principally relate to boats
and features of outboard motors and inboard-outboard drives
including die-cast powerheads, cooling and exhaust systems, drive
train, clutch and gearshift mechanisms, boat/engine mountings,
shock absorbing tilt mechanisms, ignition systems, propellers,
spark plugs, and fuel and oil injection systems.
In the Recreation segment, patent rights principally relate to
computerized bowling scorers and business systems, bowling lanes
and related equipment, lightweight golf club shafts, game tables,
fishing reels and electric trolling motors.
Although the Company has important patent and patent license
positions, the Company believes that its performance is mainly
dependent upon its engineering, manufacturing, and marketing
capabilities.
The Company has many trademarks associated with its various
divisions and applied to its products. Many of these trademarks
are well known to the public and are considered valuable assets of
the Company. Significant trademarks are listed on pages 1-4
herein.
Seasonality of business
The Company's overall business is not seasonal. Demand in the
marine business is typically strongest in the first half of the
year, when for the past several years between 50 and 60 percent of
that segment's annual sales have been recorded. In the recreation
segment, slightly more than 50 percent of the segment's annual
sales are recorded in the second half of the year.
Order backlog
Order backlog is not considered to be a significant factor in the
businesses of the Company, except for bowling capital equipment.
The backlog of bowling capital equipment at December 31, 1993 was
$47 million, and the Company expects to fill all of such orders
during 1994. The backlog of bowling capital equipment at December
31, 1992 was $61 million.
Competitive conditions and position
The Company believes that it has a reputation for quality in its
highly competitive lines of business. The Company competes in its
various markets by utilizing efficient production techniques and
innovative marketing, advertising and sales efforts, and by
providing high quality products at competitive prices.
<PAGE>
Strong competition exists with respect to each of the Company's
product groups, but no single manufacturer competes with the
Company in all product groups. In each product area, competitors
range in size from large, highly diversified companies to small
producers. The following paragraphs summarize what the Company
believes its position is in each area.
Marine. The Company believes it has the largest dollar volume of
sales of recreational marine engines and of pleasure boats in the
world. The domestic marine engine market includes relatively few
major competitors. There are 10-12 competitors in outboard engine
markets worldwide, and foreign competition continues in the
domestic marine engine market. The marine engine markets are
experiencing pricing pressures. The marine accessories business is
highly competitive.
There are many manufacturers of pleasure and fishing boats, and
consequently, this business is highly competitive. The Company
competes on the basis of quality, value, performance, durability,
styling and price. Demand for pleasure and fishing boats and
marine engines is dependent on a number of factors, including
economic conditions, the availability of fuel and marine dockage
and, to some extent, prevailing interest rates and consumer
confidence in spending discretionary dollars.
Recreation. The Company competes directly with many manufacturers
of recreation products. In view of the diversity of its recreation
products, the Company cannot identify the number of its
competitors. The Company believes, however, that in the United
States, it is one of the largest manufacturers of bowling equipment
and fishing reels.
Certain bowling equipment, such as BowlerVision, automatic scorers
and computerized management systems, represents innovative
developments in the market. For other recreation products,
competitive emphasis is placed on pricing and the ability to meet
delivery and performance requirements.
The Company maintains a number of specialized sales forces that
sell equipment to distributors and dealers and also, in some cases,
to retail outlets.
The Company operates 126 recreation centers worldwide. Each center
competes directly with centers owned by other parties in its
immediate geographic area; so, competitive emphasis is placed on
customer service, quality facilities and personnel, prices and
promotional programs.
Research and development
Company-sponsored research activities, relating to the development
of new products or to the improvement of existing products, are
shown below:
<PAGE>
<TABLE>
<CAPTION>
(in millions)
1993 1992 1991
<S> <C> <C> <C>
Marine $59.3 $47.2 $44.0
Recreation Products 10.5 9.1 9.3
$69.8 $56.3 $53.3
</TABLE>
Number of employees
The number of employees at December 31, 1993 is shown below by
industry segment:
Marine 11,300
Recreation 6,500
Corporate 200
18,000
There are approximately 800 employees in the Recreation segment and
2,200 employees in the Marine segment who are represented by labor
unions. The Company believes that relations with the labor unions
are good.
Environmental requirements
The Company is involved in certain legal and administrative
proceedings under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 and other federal and state
legislation governing the generation and disposition of certain
hazardous wastes. These proceedings, which involve both on and off
site waste disposal, in many instances seek compensation from the
Company as a waste generator under Superfund legislation which
authorizes action regardless of fault, legality of original
disposition or ownership of a disposal site. The Company believes
that it has established adequate reserves to cover all known
claims.
Item 2. Properties
The Company's headquarters are located in Lake Forest, Illinois.
The Company has numerous manufacturing plants, distribution
warehouses, sales offices and test sites. Research and development
facilities are division-related, and most are located at individual
manufacturing sites.
The Company's plants are deemed to be suitable and adequate for the
Company's present needs. The Company believes that all of its
properties are well maintained and in good operating condition.
Most plants and warehouses are of modern, single-story
construction, providing efficient manufacturing and distribution
operations.
<PAGE>
The Company's plants currently are operating at approximately 65%
of capacity, excluding the 15 closed plants in the Marine segment.
Twelve of these closed plants are being offered for sale. The
other three closed plants are not being offered for sale, but the
Company has no plans to reopen them in the near future.
The Company's headquarters and all of its principal plants are
owned by the Company. Some bowling recreation centers, three small
plants, two test facilities and an overseas distribution center are
leased.
The Company's primary facilities are in the following locations:
Mercury Marine Division
Fond du Lac, Oshkosh and Milwaukee, Wisconsin; Stillwater,
Oklahoma; St. Cloud, Florida; Juarez, Mexico; and Petit Rechain,
Belgium.
US Marine Division
Arlington and Spokane, Washington; Roseburg, Oregon; Miami and
Claremore, Oklahoma; Pipestone, Minnesota; Cumberland and
Salisbury, Maryland; Dandridge, Tennessee; Valdosta, Georgia;
Tallahassee, Florida; and Lincoln, Alabama.
Sea Ray Division
Knoxville and Vonore, Tennessee; Merritt Island, Sykes Creek and
Palm Coast, Florida; Phoenix, Arizona; and Cork, Ireland.
Fishing Boat Division
Topeka and Nappanee, Indiana; West Point, Mississippi; and
Murfreesboro, Tennessee.
Zebco Division
Tulsa, Oklahoma; and Starkville, Mississippi.
Brunswick Recreation Centers
Deerfield, Illinois headquarters; 126 bowling centers in the United
States, Canada and Europe; and Circus World Pizza theme restaurants
in the United States.
Brunswick Division
Muskegon, Michigan; Eminence, Kentucky; Bristol, Wisconsin;
Torrington, Connecticut; Des Moines, Iowa; Stockach, Germany; and
Kettering, England.
<PAGE>
Item 3. Legal Proceedings
Genmar Industries, Inc. v. Brunswick Corporation, et al. Genmar
Industries brought an action against the Company and certain of its
subsidiaries in the United States District Court for the District
of Minnesota on June 23, 1992, alleging that the Company (i) has
monopolized or attempted to monopolize the sale of recreational
marine engines and boats through its acquisition of Bayliner Marine
Corporation and Ray Industries, Inc. in 1986; its acquisition of
four smaller fishing boat builders in 1988; its 1990 acquisition of
Kiekhaefer Aeromarine, Inc., a supplier of high performance
propulsion units to the marine engine industry and the owner of
certain patents for recreational marine engine components; and its
agreement in 1992 to form a partnership with Tracker Marine
Corporation for the manufacture and marketing of recreational
marine engines and power boats; (ii) has unlawfully coerced
purchasers to buy the Company's boats by charging higher prices for
its engines sold separately than for its engines sold with its
boats, thereby inducing purchasers to buy its boats in addition to
its engines; (iii) has breached its agreement to offer Genmar the
lowest possible price made available to other recreational marine
engine purchasers for the same quantity of engines purchased; (iv)
has not dealt in good faith with Genmar by, among other things,
communicating to Genmar dealers that Genmar is experiencing
purported financial difficulties; and, (v) by virtue of the
foregoing, has interfered with Genmar's existing and prospective
business relationships. Genmar has asked that the Company be
required to divest its boat manufacturing business, be enjoined
from continuing its partnership with Tracker Marine, and pay
damages, including treble damages under the antitrust laws. The
Company believes, based upon its assessment of the complaint and in
consultation with counsel, that this litigation is without merit
and intends to defend itself vigorously. Parties to this suit have
exchanged written discovery and have begun depositions.
Item 4. Submission of Matters to a Vote of Security Holders
None.
<PAGE>
Executive Officers of the Company
The Company's executive officers are listed in the following table:
Officer Present Position Age
J. F. Reichert Chairman of the Board 63
and Chief Executive Officer
J. P. Reilly President and Chief 50
Operating Officer
J. M. Charvat Executive Vice President 63
J. W. Dawson Vice President and Zebco 59
Division President
F. J. Florjancic, Jr. Vice President and Brunswick 47
Division President
W. R. McManaman Vice President-Finance 46
D. M. Yaconetti Vice President Adminis- 47
tration and Secretary
T. K. Erwin Controller 44
R. T. McNaney General Counsel 59
R. S. O'Brien Treasurer 44
W. J. Barrington Sea Ray Division President 43
A. D. Fogel BRC Division President 58
J. W. Hoag US Marine Division 54
President
D. D. Jones Mercury Marine Division 50
President
J. A. Schenk Corporate Director of 51
Planning and Development
R. C. Sigrist Technical Group President 60
There are no family relationships among these officers. The term
of office of all elected officers expires April 27, 1994. The
Division Presidents are appointed from time to time at the
discretion of the Chief Executive Officer.
Jack F. Reichert has been Chairman of the Board since 1983 and
Chief Executive Officer since 1982. He was President from 1977 to
1993.
John P. Reilly has been President and Chief Operating Officer since
1993. From 1984 to 1993 he was President of Tenneco Inc.'s
Automotive Division, a manufacturer of automotive mufflers, shocks
and brake components.
John M. Charvat has been Executive Vice President of the Company
since 1989. He was Vice President of the Company from 1986 to 1989
and Zebco Division President from 1977 to 1989.
<PAGE>
Jim W. Dawson has been Vice President of the Company since 1994 and
Zebco Division President since 1989. From 1981 to 1989 he was
Senior Vice President of Zebco/Motor Guide Technical Operations,
responsible for manufacturing, research and development,
distribution, and consumer service.
Frederick J. Florjancic, Jr. has been Vice President of the Company
and President of the Brunswick Division since 1988.
William R. McManaman has been Vice President-Finance since 1988.
Dianne M. Yaconetti has been Vice President-Administration since
1988, Corporate Secretary since 1986 and Manager of the Office of
the Chairman since 1985.
Thomas K. Erwin has been Controller since 1988.
Robert T. McNaney has been General Counsel since 1985.
Richard S. O'Brien has been Treasurer since 1988.
William J. Barrington has been Sea Ray Division President and
President of Ray Industries, Inc. ("Ray") since 1989. From 1985 to
1989 he was Vice President-Finance and Treasurer of Ray.
Arnold D. Fogel has been Brunswick Recreation Centers Division
President since 1984.
James W. Hoag has been US Marine Division President since 1989.
From 1988 to 1989 he was Executive Vice President of the US Marine
Division.
David D. Jones has been Mercury Marine Division President since
1989. From 1985 to 1989 he was General Manager of US Marine Power.
James A. Schenk has been Corporate Director of Planning and
Development since 1988.
Robert C. Sigrist has been President of the Technical Group (known
as the Defense Division prior to 1991) since 1988.
Part II
Item 5. Market for the Registrant's Common
Equity and Related Stockholder Matters
The Company's common stock is traded on the New York, Chicago,
Pacific, London, and Tokyo Stock Exchanges. Quarterly information
with respect to the high and low sales prices for the common stock
and the dividends declared on the common stock is set forth in Note
21 on page 54. As of December 31, 1993, there were approximately
27,900 shareholders of record of the Company's common stock.
<PAGE>
Item 6. Selected Financial Data
Net sales, net earnings, earnings per common share, cash dividends
declared per common share, total assets, and long-term debt are
shown in the Five Year Financial Summary on page 57.
Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Management's Discussion and Analysis is presented on pages 19 to
23.
Item 8. Financial Statements and Supplementary Data
The Company's Consolidated Financial Statements are set forth on
pages 24 to 26 and are listed in the index on page 18.
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
None.
Part III
Item 10. Directors and Executive Officers of the Registrant
Information with respect to the directors of the Company is set
forth on pages 2 and 3 of the Company's definitive Proxy Statement
dated March 25, 1994 (the "Proxy Statement") for the Annual Meeting
of Stockholders to be held on April 27, 1994, and is hereby
incorporated by reference. The Company's executive officers are
listed herein on pages 10-11.
Item 11. Executive Compensation
Information with respect to executive compensation is set forth on
pages 5, 13-15 and 17-20 of the Proxy Statement and is hereby
incorporated by reference.
Item 12. Security Ownership of Certain
Beneficial Owners and Management
Information with respect to the securities of the Company owned by
the directors and certain officers of the Company, by the directors
and officers of the Company as a group and by the only persons
known to the Company to own beneficially more than 5% of the
outstanding voting securities of the Company is set forth on pages
6 and 7 of the Proxy Statement, and such information is hereby
incorporated by reference.
<PAGE>
Item 13. Certain Relationships and Related Transactions
None.
Part IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K
a) Financial Statements and Exhibits
Financial Statements
Financial statements and schedules are incorporated in this
Annual Report on Form 10-K, as indicated in the index on page
18.
Exhibits
3.1 Restated Certificate of Incorporation of the Company
filed as Exhibit 19.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1987, and hereby incorporated by reference.
3.2 By-Laws of the Company.
4.1 Indenture dated as of March 15, 1987, between the
Company and Continental Illinois National Bank and
Trust Company of Chicago filed as Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1987, and hereby
incorporated by reference.
4.2 Form of 8-1/8% Notes of the Company Due April 1,
1997, filed as Exhibit 4.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
March 31, 1987, and hereby incorporated by
reference.
4.3 Officers' Certificate setting forth terms of the
Company's $125,000,000 principal amount 7-3/8%
Debentures due September 1, 2023.
4.4 The Company's Agreement to furnish additional debt
instruments upon request by the Securities and
Exchange Commission filed as Exhibit 4.10 to the
Company's Annual Report on Form 10-K for 1980, and
hereby incorporated by reference.
4.5 Rights Agreement dated as of March 15, 1986, between
the Company and Harris Trust and Savings Bank filed
as Exhibit 4.14 to the Company's Annual Report on
Form 10-K for 1985, and hereby incorporated by
reference.
<PAGE>
4.6 Amendment dated April 3, 1989, to Rights Agreement
between the Company and Harris Trust and Savings
Bank filed as Exhibit 2 to the Company's Current
Report on Form 8-K dated April 10, 1989, and hereby
incorporated by reference.
10.1* Third Amended and Restated Employment Agreement
entered as of December 30, 1986, between the Company
and Jack F. Reichert filed as Exhibit 10.6 to the
Company's Annual Report on Form 10-K for 1986 and
hereby incorporated by reference.
10.2* Amendment dated October 24, 1989, to Employment
Agreement by and between the Company and Jack F.
Reichert filed as Exhibit 19.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1989 and hereby incorporated by
reference.
10.3* Supplemental Agreement to Employment Agreement dated
December 30, 1986, by and between the Company and
Jack F. Reichert filed as Exhibit 19.3 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1989, and hereby
incorporated by reference.
10.4* Amendment dated February 12, 1991 to Employment
Agreement by and between the Company and Jack F.
Reichert filed as Exhibit 10.4 to the Company's
Annual Report on Form 10-K for 1990 and hereby
incorporated by reference.
10.5* Amendment dated March 20, 1992 to Employment
Agreement by and between the Company and Jack F.
Reichert filed as Exhibit 10.5 to the Company's
Annual Report on Form 10-K for 1992 and hereby
incorporated by reference.
10.6* Amendment dated December 15, 1992 to Employment
Agreement by and between the Company and Jack F.
Reichert filed as Exhibit 10.6 to the Company's
Annual Report on Form 10-K for 1992 and hereby
incorporated by reference.
10.7* Employment Agreement dated as of June 1, 1989 by and
between the Company and John M. Charvat filed as
Exhibit 19.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1989,
and hereby incorporated by reference.
10.8* Amendment dated as of December 15, 1992 to
Employment Agreement by and between the Company and
John M. Charvat filed as Exhibit 10.8 to the
Company's Annual Report on Form 10-K for 1992 and
hereby incorporated by reference.
<PAGE>
10.9* Supplemental Pension Plan filed as Exhibit 19.1 to
the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1989, and hereby incorporated
by reference.
10.10* Form of Employment Agreement by and between the
Company and each of T. K. Erwin, W. R. McManaman, R.
T. McNaney, R. S. O'Brien, J. A. Schenk, D. M.
Yaconetti, W. J. Barrington, J. W. Dawson,
F. J. Florjancic, Jr., A. D. Fogel, J. W. Hoag, D.
D. Jones, and R. C. Sigrist filed as Exhibit 19.2 to
the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1989, and hereby incorporated
by reference.
10.11* Amendment to Form of Employment Agreement filed as
Exhibit 10.11 to the Company's Annual Report on Form
10-K for 1992 and hereby incorporated by reference.
10.12* Form of Insurance Policy issued for the life of each
of the Company's officers, together with the
specifications for each of these policies, filed as
Exhibit 10.21 to the Company's Annual Report on Form
10-K for l980 and hereby incorporated by reference.
The Company pays the premiums for these policies and
will recover these premiums, with some exceptions,
from the policy proceeds.
10.13* Insurance policy issued by The Prudential Insurance
Company of America insuring all of the Company's
officers and certain other senior management
employees for medical expenses filed as Exhibit
10.23 to the Company's Annual Report on Form 10-K
for 1980 and hereby incorporated by reference.
10.14* Form of Indemnification Agreement by and between the
Company and each of M. J. Callahan, J. P. Diesel,
D. E. Guinn, L. Herzel, G. D. Kennedy, B. K. Koken,
J. W. Lorsch, B. M. Musham, R. N. Rasmus, and
R. W. Schipke filed as Exhibit 19.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1986, and hereby incorporated by
reference.
10.15* Indemnification Agreement dated September 16, 1986,
by and between the Company and J. F. Reichert filed
as Exhibit 19.3 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1986,
and hereby incorporated by reference.
10.16* Form of Indemnification Agreement by and between the
Company and each of J. M. Charvat, T. K. Erwin, F.
J. Florjancic, Jr., W. R. McManaman, R. T. McNaney,
R. S. O'Brien, J. A. Schenk, and D. M. Yaconetti
<PAGE>
filed as Exhibit 19.4 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September
30, 1986, and hereby incorporated by reference.
10.17* Employment Agreement dated October 1, 1993 by and
between the Company and John P. Reilly.
10.18* Indemnification Agreement dated October 26, 1993 by
and between the Company and John P. Reilly.
10.19* 1991 Stock Plan filed as Exhibit A to the Company's
definitive Proxy Statement dated March 21, 1991 for
the Annual Meeting of Stockholders on April 24, 1991
and hereby incorporated by reference.
10.20* Change In Control Severance Plan filed as Exhibit
10.22 to the Company's Annual Report on Form 10-K
for 1989 and hereby incorporated by reference.
10.21* Brunswick Performance Plan for 1993 filed as Exhibit
10.21 to the Company's Annual Report on Form 10-K
for 1992 and hereby incorporated by reference.
10.22* Brunswick Performance Plan for 1994.
10.23* Brunswick Strategic Incentive Plan.
10.24* 1988 Stock Plan for Non-Employee Directors filed as
Exhibit B to the Company's definitive Proxy
Statement dated March 10, 1988 for the Annual
Meeting of Stockholders on April 27, 1988 and hereby
incorporated by reference.
10.25* 1994 Stock Option Plan for Non-Employee Directors
filed as Exhibit A to the Company's definitive Proxy
Statement dated March 25, 1994 for the Annual
Meeting of Stockholders on April 27, 1994 and hereby
incorporated by reference.
22.1 Subsidiaries of the Company.
25.1 Powers of Attorney.
b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the three
months ended December 31, 1993.
*Management contract or compensatory plan or arrangement required
to be filed as an exhibit to this Annual Report on Form 10-K
pursuant to Item 14(c) of this Report.
<PAGE>
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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.
Brunswick Corporation
March 28, 1994 By /s/ Thomas K. Erwin
Thomas K. Erwin, Controller
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
Name Title
Jack F. Reichert Chairman of the Board, Chief Executive
Officer (Principal Executive Officer) and
Director
John P. Reilly President, Chief Operating Officer and
Director
William R. McManaman Vice President-Finance (Principal Financial
Officer)
Thomas K. Erwin Controller (Principal Accounting Officer)
Michael J. Callahan Director
John P. Diesel Director
Donald E. Guinn Director
Leo Herzel Director
George D. Kennedy Director
Bernd K. Koken Director
Jay W. Lorsch Director
Bettye Martin Musham Director
Robert N. Rasmus Director
Roger W. Schipke Director
Thomas K. Erwin, pursuant to a Power of Attorney (executed by
each of the officers and directors listed above and filed with the
Securities and Exchange Commission, Washington, D.C.), by signing
his name hereto does hereby sign and execute this report of
Brunswick Corporation on behalf of each of the officers and
directors named above in the capacities in which the names of each
appear above.
March 28, 1994 /s/ Thomas K. Erwin
Thomas K. Erwin
<PAGE>
Brunswick Corporation
Index to Financial Statements and Schedules
Page
Consolidated Financial Statements
Management's Discussion and Analysis 19 to 23
Statements of Results of Operations
1993, 1992 and 1991 24
Balance Sheets
December 31, 1993 and 1992 25
Statements of Cash Flows
1993, 1992 and 1991 26
Notes to Financial Statements
1993, 1992 and 1991 27 to 54
Report of Management 55
Report of Independent
Public Accountants 55,56
Five Year Financial Summary 57
Schedules
Consent of Independent Public Accountants 58
I- Marketable Securities
1993 59
V- Property
1993, 1992 and 1991 60
VI- Accumulated Depreciation
1993, 1992 and 1991 61
VIII- Valuation and Qualifying Accounts
1993, 1992 and 1991 62
X- Supplementary Income Statement Information
1993, 1992 and 1991 62
All other schedules are not submitted because they are not applicable
or not required or because the required information is included in the
consolidated financial statements or in the notes thereto. These notes
should be read in conjunction with these schedules.
The separate financial statements of Brunswick Corporation (the parent company
Registrant) are omitted because consolidated financial statements of Brunswick
Corporation and its subsidiaries are included. The parent company is primarily
an operating company, and all consolidated subsidiaries are wholly owned and do
not have any indebtedness (which is not guaranteed by the parent company) to
any person other than the parent or the consolidated subsidiaries in an amount
that is material in relation to consolidated assets.
<PAGE>
Brunswick Corporation
Management's Discussion and Analysis
Cash Flow, Liquidity and Capital Resources
Net cash provided by operating activities increased $19.9 million in 1993 to
$188.9 million from the $169.0 million reported in 1992. The increase resulted
primarily from a $14.8 million improvement in earnings from continuing
operations. Income taxes payable increased and deferred items, primarily income
taxes, decreased as a result of the Company's January 1994 agreement with the
U.S. Internal Revenue Service regarding the IRS examination of the Company for
the years 1985 and 1986, as discussed in Note 15 to the consolidated financial
statements. Charges in both years for the cumulative effect of changes in
accounting principles and estimated losses on the divestiture of the Company's
Technical Group did not involve cash expenditures.
The net cash used for investing activities decreased $39.8 million to
$97.1 million in 1993 from the $136.9 million in 1992. The primary reason for
the decrease was reduced payments for businesses acquired.
Net cash used for financing activities was $38.5 million in 1993 compared
to net cash provided by financing activities of $61.3 million in 1992. The 1993
financing activities included payment of long-term debt of $117.3 million,
primarily for the redemption of the Company's 9.875% sinking fund debentures,
as well as net proceeds of $122.9 million from the issuance of 7.375%
debentures due in 2023. The 1992 financing activities included net proceeds of
$104.5 million received from the sale of 6.5 million shares of common stock.
Working capital at December 31, 1993, was $347.8 million compared to
$362.0 million at December 31, 1992. The Company's current ratio was 1.6 to 1
at December 31, 1993, and 1.7 to 1 at December 31, 1992.
The Company's long-term financing was primarily comprised of 30-year
debentures, 10-year unsecured notes, loans secured by mortgages on property and
the guarantee of $78.0 million of debt of the Brunswick Employee Stock
Ownership Plan (ESOP). The form and timing of all financing is determined by
the prevailing securities markets, the Company's capital requirements and its
financial position. At December 31, 1993, the Company had unused short-term and
long-term credit agreements totaling $400 million with a group of banks. The
<PAGE>
Company's debt-to-capitalization ratio increased to 29.5% at December 31, 1993,
from 28.0% at the end of 1992. Total debt increased $15.9 million to $336.4
million at December 31, 1993, from the $320.5 million at December 31, 1992.
Capital expenditures, excluding acquisitions, were $95.8 million, $88.6
million and $74.7 million in 1993, 1992 and 1991, respectively. The Company
continues to make capital expenditures which offer increased production
efficiencies and improved product quality. The Company believes that existing
cash balances and future operating results, supplemented when necessary with
short and/or long-term borrowings, will continue to provide the financial
resources necessary for capital expenditures and working capital requirements.
Results of Operations - 1993 vs 1992
Net Sales
The Company's consolidated net sales for 1993 increased 7% to $2.21
billion from the $2.06 billion reported for 1992. Increases in both the Marine
and Recreation segments contributed to this improvement.
The Marine segment's 1993 net sales increased 4% to $1.57 billion from
$1.52 billion in 1992. Domestic sales of engines and boats increased 14% over
the prior year, while international sales declined approximately 20% as major
European and Asian markets continue to experience recessions. Price increases
accounted for 2.5% of the 4% increase with the other 1.5% attributable to
increased volume and mix changes. Unit sales of boats to dealers were slightly
lower than dealers' retail sales in 1993 and, therefore, dealer inventories
continue to remain at relatively low levels.
The Recreation segment's 1993 net sales increased 17% to $635.6 million
from $543.3 million in 1992. The Brunswick Division sales increased 29% as
international demand for capital equipment continued to increase, as did
domestic demand for consumer products, supplies and parts. Zebco Division sales
increased 15% due to domestic volume increases and the full year effect of a
1992 fourth quarter acquisition. The Brunswick Recreation Centers (BRC)
Division sales were flat in 1993 compared to 1992 as price increases, which
were limited by competitive pressures, offset slight lineage declines.
<PAGE>
Operating Earnings
The consolidated operating earnings increased $20.0 million to $99.8
million in 1993 from the $79.8 million reported for 1992. Both the Marine and
Recreation segments contributed to this increase.
The Marine segment's operating earnings for 1993 rose 25% to $53.7 million
from the $43.0 million in 1992. The previously discussed sales increase and the
continuation of cost reduction programs begun four years ago, when the marine
industry downturn began, contributed to the operating results improvement.
The Recreation segment's operating earnings were $80.0 million for 1993
compared to $65.2 million in 1992. The Brunswick Division benefited from the
previously discussed sales increases which were partly offset by start-up costs
associated with manufacturing its new composite golf shaft and plant
rearrangement expenses in the golf unit. The Zebco Division operating earnings
increased in line with the Division's sales increase. The BRC Division's
operating earnings for 1993 declined from 1992 levels largely due to start-up
costs for its Circus World Pizza operations.
Interest and Other Items, Net
Interest expense declined to $27.2 million in 1993 from $29.9 million in
1992. The decline resulted primarily from lower levels of ESOP and other debt
and the net reduction in interest expense from the redemption of the 9.875%
sinking fund debentures on August 9, 1993, and the sale of 7.375% debentures on
August 25, 1993. Interest income and other items, net increased to $13.9
million in 1993 from $12.1 million in 1992, primarily due to increased equity
in earnings of unconsolidated affiliates.
Income Taxes
In 1993, the Company recorded a tax provision of $32.0 million compared
with a tax provision of $22.3 million in 1992. The effective tax rate for 1993
of 37% compares to 36% for 1992. The increase in the effective tax rate results
primarily from an increase in the effective foreign tax rate which was offset
by a net benefit from a change in the Federal statutory income tax rate. In
January 1994, the Company reached an agreement with the U.S. Internal Revenue
Service regarding its examination of the Company for the years 1985 and 1986.
See Note 15 for additional discussion.
<PAGE>
Results of Operations - 1992 vs. 1991
Net Sales
The Company's consolidated net sales for 1992 increased 12% to $2.06
billion from the $1.84 billion reported for 1991. Increases in both the Marine
and Recreation segments accounted for this improvement.
The Marine segment's 1992 net sales of $1.52 billion were 11% above the
$1.37 billion reported in 1991. Increased domestic demand for engines and boats
resulted in the first year-to-year improvement since the marine industry
downturn began in 1988, but the recession that affected domestic markets has
spread to major European and Asian markets. Unit sales improved more than the
sales increase in dollars as the strongest improvements were in the areas of
fishing boats and outboard motors, which are typically in the lower price range
of the products in the segment. Sales of boats to dealers were approximately
even with retail sales in 1992, so dealer inventories remained at relatively
low levels. In anticipation of a stronger spring selling season in 1993,
dealers increased their engine inventories, primarily outboards, over the
levels of the prior year.
The Recreation segment's 1992 net sales increased 15% to $543.3 million
from $472.7 million in 1991. Each of the three Divisions in the segment
reported increases. The Zebco Division experienced an increase of 29% as a
result of increased volume to major retailers. The Brunswick Recreation Centers
(BRC) Division increase of 3% resulted primarily from higher demand by value
conscious consumers. The Brunswick Division net sales increased 14% on
continued increases in international demand for capital equipment.
Operating Earnings
The consolidated operating earnings of $79.8 million in 1992 compares to
an operating loss of $18.4 million in 1991. The 1991 operating results include
a $38.0 million provision for litigation matters, of which $30.0 million is
included in the Marine segment.
The Marine segment's operating earnings for 1992 of $43.0 million compared
to an operating loss of $30.5 million in 1991 which included the $30.0 million
litigation provision. The previously discussed sales increases and the benefits
of cost reduction programs, which included production consolidations and plant
closings, begun three years ago when the marine industry downturn began,
contributed to the operating results improvement.
<PAGE>
The Recreation segment's operating earnings were $65.2 million for 1992
compared to $52.5 million in 1991. This increase resulted from higher operating
earnings at the Zebco and Brunswick Divisions because of their sales increases
and lower warranty costs in the Brunswick Division. The BRC Division's
operating earnings were flat with the prior year, despite the small sales
increase, because of pricing pressures on open (non-league) bowling.
Interest and Other Items, Net
Interest expense declined to $29.9 million in 1992 from $32.0 million in
1991. The Company utilized no commercial paper borrowings in 1992, resulting in
a reduction of interest expense of $3.0 million. This reduction was partially
offset by interest expense of $0.9 million on a foreign borrowing made in the
fourth quarter of 1991. Interest income and other items, net increased to $12.1
million in 1992 from $9.9 million in 1991 primarily due to increased equity in
earnings of unconsolidated affiliates.
Income Taxes
In 1992, the Company recorded a tax provision of $22.3 million compared
with a tax benefit of $5.5 million in 1991. The effective tax rate in 1992 of
36% compares to a benefit rate of 13.6% in 1991. The 1991 benefit rate of 13.6%
is below the statutory rate primarily due to the inability to utilize $9.3
million of foreign tax credits in the calculation of the consolidated tax
provision.
<PAGE>
Brunswick Corporation
Consolidated Statements of Results Of Operations
For the Years Ended December 31,
(in millions, except per share data)
<TABLE>
<CAPTION>
1993 1992 1991
<S> <C> <C> <C>
Net sales $ 2,206.8 $ 2,059.4 $ 1,841.0
Cost of sales 1,636.6 1,554.1 1,410.9
Selling, general and administrative 470.4 425.5 448.5
Operating earnings(loss) 99.8 79.8 (18.4)
Interest expense (27.2) (29.9) (32.0)
Interest income and other items, net 13.9 12.1 9.9
Earnings(loss) before income taxes 86.5 62.0 (40.5)
Income tax provision(benefit) 32.0 22.3 (5.5)
Earnings(loss) from continuing operations before
extraordinary item and cumulative effect
of accounting changes 54.5 39.7 (35.0)
Earnings(loss) from discontinued operations - (1.7) 11.3
Extraordinary loss from retirement of debt (4.6) - -
Estimated loss on divestiture of Technical segment (12.2) (26.0) -
Cumulative effect on prior years of changes
in accounting principles (14.6) (38.3) -
Net earnings(loss) $ 23.1 $ (26.3)$ (23.7)
Earnings (loss) per common share
Continuing operations $ 0.57 $ 0.43 $ (0.40)
Discontinued operations - (0.02) 0.13
Extraordinary item (0.05) - -
Estimated loss on divestiture of Technical segment (0.13) (0.28) -
Cumulative effect of changes in accounting principles (0.15) (0.41) -
Net earnings(loss) per common share $ 0.24 $ (0.28)$ (0.27)
The notes are an integral part of these consolidated statements.
</TABLE>
<PAGE>
Brunswick Corporation
Consolidated Balance Sheets
As of December 31,
(in millions, except per share data)
<TABLE>
<CAPTION>
Assets 1993 1992
Current assets
Cash and cash equivalents, at cost, which
<S> <C> <C>
approximates market $ 248.8 $ 195.5
Accounts and notes receivable, less allowances
of $16.9 and $15.6 168.9 160.1
Inventories 321.4 305.9
Prepaid income taxes 186.5 180.5
Prepaid expenses 24.1 21.1
Income tax refunds receivable - 1.8
Current assets 949.7 864.9
Property
Land 60.9 63.7
Buildings 357.5 349.7
Equipment 720.9 693.0
1,139.3 1,106.4
Accumulated depreciation (595.0) (571.4)
Property 544.3 535.0
Other assets
Dealer networks 171.6 203.5
Trademarks and other 106.7 88.8
Excess of cost over net assets of businesses acquired 117.7 120.4
Investments 67.6 59.8
Other assets 463.6 472.5
Assets of continuing operations 1,957.6 1,872.4
Net assets of discontinued operations 26.1 35.6
Total assets $ 1,983.7 $ 1,908.0
Liabilities And Shareholders' Equity
Current liabilities
Short-term debt, including current maturities
of long-term debt $ 11.9 $ 16.0
Accounts payable 122.8 106.8
Accrued expenses 404.5 380.1
Income taxes payable 62.7 -
Current liabilities 601.9 502.9
Long-term debt
Notes, mortgages and debentures 324.5 304.5
Deferred items
Income taxes 103.9 175.4
Postretirement and postemployment benefits 126.9 85.3
Compensation and other 22.1 17.4
Deferred items 252.9 278.1
Common shareholders' equity
Common stock; authorized: 200,000,000 shares,
$.75 par value; issued: 100,687,992 shares 75.5 75.5
Additional paid-in capital 261.4 261.7
Retained earnings 648.5 667.3
Treasury stock, at cost: 5,430,523 shares and
5,555,954 shares (102.7) (105.7)
Minimum pension liability adjustment (6.7) -
Unearned portion of restricted stock for future services (2.3) (3.4)
Cumulative translation adjustments 7.9 8.9
Unamortized ESOP expense (77.2) (81.8)
Common shareholders' equity 804.4 822.5
Total liabilities and shareholders' equity $ 1,983.7 $ 1,908.0
The notes are an integral part of these consolidated statements. Brunswick Corporation
</TABLE>
<PAGE>
Consolidated Statements Of Cash Flows
For the Years ended December 31,
(in millions)
<TABLE>
<CAPTION>
1993 1992 1991
Cash flows from operating activities
<S> <C> <C> <C>
Net earnings(loss) $ 23.1 $ (26.3) $ (23.7)
Adjustments to reconcile net earnings(loss) to net
cash provided by operating activities:
Depreciation and amortization by continuing operations 117.8 115.9 125.0
Changes in noncash current assets and current
liabilities of continuing operations:
(Increase) decrease in accounts and notes receivable (7.8) 7.9 (14.8)
(Increase) decrease in inventories (10.9) 6.1 13.5
(Increase) decrease in prepaid income taxes (6.0) (2.0) 1.4
(Increase) decrease in prepaid expenses (3.1) 3.5 (2.8)
Increase in accounts payable 16.4 5.0 1.4
Increase (decrease) in accrued expenses 31.8 (23.4) 32.7
Increase (decrease) in taxes payable 64.5 (0.2) (7.0)
Increase (decrease) in deferred items (50.2) 24.5 2.8
Pension cost in excess of (less than) funding (17.8) (3.8) 2.1
Other, net 5.1 (5.0) (2.3)
Cumulative effect of changes in accounting principles 14.6 38.3 -
Estimated loss on disposition of Technical segment 12.2 26.0 -
(Increase)decrease in net assets of discontinued operations (0.8) 2.5 2.5
Net cash provided by operating activities 188.9 169.0 130.8
Cash flows from investing activities
Payments for businesses acquired, net of cash acquired and
including other cash payments associated with the acquisitions (2.1) (19.8) (1.8)
Capital expenditures (95.8) (88.6) (74.7)
Proceeds from sales of property 7.1 3.0 1.6
Investments in unconsolidated affiliates (2.8) (6.7) (1.8)
Other, net (1.6) (21.2) (6.1)
Net investing activities of discontinued operations (1.9) (3.6) (6.4)
Net cash used for investing activities (97.1) (136.9) (89.2)
Cash flows from financing activities
Proceeds from issuance of long-term debt 122.9 - 20.0
Proceeds from public offering of common stock - 104.5 -
Payments of long-term debt, including current maturities (117.3) (5.5) (5.5)
Cash dividends paid (41.9) (41.1) (38.9)
Other, net (2.2) 3.4 0.3
Net cash provided by (used for) financing activities (38.5) 61.3 (24.1)
Net increase in cash and cash equivalents 53.3 93.4 17.5
Cash and cash equivalents at beginning of year 195.5 102.1 84.6
Cash and cash equivalents at end of year $ 248.8 $ 195.5 $ 102.1
Supplemental cash flow disclosures:
Interest paid $ 25.5 $ 31.1 $ 31.7
Income taxes paid, net of refunds 23.9 26.5 0.3
Supplemental schedule of noncash investing and financing activities:
Fair market value of treasury stock issued for
compensation plans and other $ 2.1 $ 0.8 $ 3.5
The notes are an integral part of these consolidated statements.
</TABLE>
<PAGE>
Brunswick Corporation
Notes to Consolidated Financial Statements
December 31, 1993, 1992 and 1991
1. Significant Accounting Policies
Restatement. The Company's consolidated financial statements have been restated
to segregate the results of operations and net assets of the Company's
discontinued Technical segment.
In addition, certain previously reported amounts have been reclassified to
conform with year-end 1993 presentations.
Principles of consolidation. The Company's consolidated financial statements
include the accounts of its significant domestic and foreign subsidiaries,
after eliminating transactions between Brunswick Corporation and such
subsidiaries. Investments in certain affiliates, including some majority-owned
subsidiaries which are immaterial, are reported using the equity method.
Cash and cash equivalents. For purposes of the consolidated statements of cash
flows, the Company considers all highly liquid investments with a maturity of
three months or less from the time of purchase to be cash equivalents.
Inventories. Approximately fifty percent of the Company's inventories are
valued at the lower of first-in, first-out (FIFO) cost or market (replacement
cost or net realizable value). All other inventories are valued at last-in,
first-out (LIFO) cost, which is not in excess of market. Inventory cost
includes material, labor and manufacturing overhead.
Property. Property, including major improvements, is recorded at cost. The
costs of maintenance and repairs are charged against results of operations as
incurred.
Depreciation is charged against results of operations over the estimated
service lives of the related assets. Improvements to leased property are
amortized over the life of the lease or the life of the improvement, whichever
is shorter. For financial reporting purposes, the Company principally uses the
straight-line method of depreciation. For tax purposes, the Company generally
uses accelerated methods where permitted.
Sales and retirements of depreciable property are recorded by removing the
related cost and accumulated depreciation from the accounts. Gains or losses on
sales and retirements of property are reflected in results of operations.
<PAGE>
Intangibles. The costs of dealer networks, trademarks and other intangible
assets are amortized over their expected useful lives using the straight-line
method. Accumulated amortization was $253.2 million and $278.3 million at
December 31, 1993 and 1992, respectively. The decline resulted primarily from
fully amortized intangible assets of $60.6 million being written off. The
excess of cost over net assets of businesses acquired is being amortized using
the straight-line method, principally over 40 years. Accumulated amortization
was $25.2 million and $21.7 million at December 31, 1993 and 1992,
respectively. Subsequent to acquisition, the Company continually evaluates
whether later events and circumstances have occurred that indicate the
remaining estimated useful life of its intangible assets may warrant revision
or that the remaining balance of such assets may not be recoverable. When
factors indicate that such assets should be evaluated for possible impairment,
the Company uses an estimate of the related business segment's undiscounted
cash flows or, in the case of goodwill, undiscounted operating earnings, over
the remaining life of the asset in measuring whether the asset is recoverable.
Income taxes. Statement of Financial Accounting Standards No. 109 (SFAS No.
109), "Accounting for Income Taxes", was issued by the Financial Accounting
Standards Board (FASB) in February 1992, effective for fiscal years beginning
after December 15, 1992, with earlier adoption encouraged. The Company elected
to adopt SFAS No. 109 as of January 1, 1992. The adoption of SFAS No. 109
changed the Company's method of accounting for income taxes from the deferred
method (under APB No. 11) to an asset and liability approach. Previously, the
Company deferred the past tax effects of timing differences between financial
reporting and taxable income. The asset and liability approach requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the book carrying amounts and the
tax bases of assets and liabilities.
Retirement plans. The Company accrues the cost of pension and retirement plans
which cover substantially all employees. Pension costs, which are primarily
computed using the projected unit credit method, are generally funded based on
the minimum required contribution under the Employee Retirement Income Security
Act of 1974 for the Company's domestic pension plans and in accordance with
local laws and income tax regulations for foreign plans. During 1993, the
Company contributed $19.0 million in excess of the required minimum funding for
its domestic pension plans.
<PAGE>
2. Earnings (loss) Per Common Share
Earnings (loss) per common share are based on the weighted average number of
common and common equivalent shares outstanding during each period. Such
average shares were 95.3 million, 92.7 million and 88.4 million for 1993, 1992
and 1991, respectively.
3. Inventories
At December 31, 1993 and 1992, $133.7 million and $111.1 million, respectively,
of inventories were valued using the LIFO method. If the FIFO method of
inventory accounting had been used by the Company for inventories valued at
LIFO, inventories at December 31 would have been $73.9 million and $71.2
million higher than reported for 1993 and 1992, respectively. The FIFO cost of
inventories at these dates approximated replacement cost or net realizable
value.
Inventories at December 31 consisted of the following:
<TABLE>
<CAPTION>
(in millions)
1993 1992
<S> <C> <C>
Finished goods $ 188.1 $ 189.7
Work-in-process 79.1 66.2
Raw materials 54.2 50.0
Inventories $ 321.4 $ 305.9
</TABLE>
4. Investments
On April 14, 1992, the Company acquired a significant minority interest in
Tracker Marine, L.P., a limited partnership, which manufactures and markets
boats, trailers and accessories. The Company also entered into various other
agreements, including contracts to supply outboard motors, trolling motors and
various other Brunswick products for Tracker boats. The Company's total
payments relating to these transactions were $25 million.
5. Discontinued Operations
In February 1993, the Company's Board of Directors approved plans to divest
the Technical Group, the only remaining business in the Company's Technical
segment. A $26.0 million estimated loss ($42.0 million pretax) on the
divestiture of the Technical Group and for certain other expenses of the
previously divested Technical businesses was recorded in 1992. In 1993, the
Company recorded an additional $12.2 million estimated loss ($20.0 million
pretax) on the divestiture of the Technical Group which reflects the offers for
that operation which the Company is reviewing.
<PAGE>
The net sales and earnings from discontinued operations for each of the
three years in the period ended December 31, 1993, were as follows:
<TABLE>
<CAPTION>
(in millions)
1993 1992 1991
<S> <C> <C> <C>
Net sales $ 147.4 $ 168.3 $ 247.3
Earnings from discontinued
operations before income taxes - (2.9) 18.3
Provision (benefit) for income taxes - (1.2) 7.0
Earnings (loss) from
discontinued operations $ - $ (1.7) $ 11.3
</TABLE>
Operating losses of discontinued operations for 1993 have been charged against
the reserve established in 1992.
6. Acquisitions
In 1993, the Company purchased the assets of three companies. The
consideration for these acquisitions totaled $2.1 million in cash.
In October 1992, the Company purchased certain assets of three companies
in the United States and Europe, which comprised the Fishing Division of
Browning, a line of fishing rods and reels. The consideration for these assets
consisted of cash of $17.9 million and assumed liabilities of $2.1 million. The
Company also purchased certain assets of another company for $1.9 million in
cash in 1992.
In 1991, the Company purchased the assets of four companies. The
consideration for these acquisitions totaled $1.8 million in cash.
The effect of the aforementioned acquisitions, which were accounted for as
purchases, was not significant to the Company's consolidated results of
operations in the year of acquisition.
7. Commitments and Contingent Liabilities
It is customary within the marine industry for manufacturers to enter into
product repurchase agreements with financial institutions that provide
financing to marine dealers. The Company has entered into agreements which
provide for the repurchase of its products from a financial institution in the
event of repossession upon a dealer's default. Most of these agreements contain
provisions which limit the Company's annual repurchase obligation. The Company
accrues for the cost and losses that are anticipated in connection with
<PAGE>
expected repurchases. Such losses are mitigated by the Company's resale of
repurchased products. Repurchases and losses incurred under these agreements
have not and are not expected to have a significant impact on the Company's
results of operations. The maximum potential repurchase commitments at December
31, 1993 and 1992, were approximately $124.0 million and $136.0 million,
respectively.
The Company also has various agreements with financial institutions that
provide limited recourse on marine and bowling capital equipment sales. The
maximum potential recourse liabilities outstanding under these programs were
approximately $45.0 million and $40.0 million at December 31, 1993 and 1992,
respectively. Recourse losses have not and are not expected to have a
significant impact on the Company's results of operations.
The Company had outstanding standby letters of credit and financial
guarantees of approximately $19.0 million and $34.0 million at December 31,
1993 and 1992, respectively, representing conditional commitments whereby the
Company guarantees performance to a third party. The majority of these
commitments are standby letters of credit which guarantee premium payment
under certain of the Company's insurance programs.
The Company enters into interest rate swap agreements in connection with
the management of its assets and liabilities and interest rate exposure. The
differential to be paid or received is recognized over the lives of the
agreements. These agreements are entered into to reduce the impact of changes
in interest rates on the Company's investments and borrowings. The Company is
exposed to credit loss in the event of nonperformance by the other parties to
the interest rate swap agreements. The Company regularly monitors its positions
and the credit ratings of these counterparties and considers the risk of
default to be remote. At December 31, 1993 and 1992, the Company had an
outstanding floating-to-floating interest rate swap agreement with a notional
principal amount of $260.0 million that terminates in September 2003. The
interest rate on this agreement is set on a semi-annual basis in arrears, the
first such setting took place in March 1992. The Company also has entered into
fixed-to-floating interest rate swap agreements through October 1996 on $200.0
million of its fixed-rate debt. The floating interest rates are set on a
semi-annual basis. The first such setting took place in October 1993. The cost
exposure of the interest rate swaps, which represents the net cost to terminate
these agreements, is not material to the Company.
<PAGE>
The Company also enters into forward exchange contracts to hedge the U.S.
dollar exposure of its foreign operations. Realized and unrealized gains
and losses on contracts are recognized and included in net income.
At December 31, 1993, the Company had contracted to exchange 1,057.2
million Belgian francs for $29.2 million during 1994. Had this contract been
entered into on December 31, 1993, the Company would have to exchange 1,057.2
million Belgian francs for $29.8 million. A loss of $0.6 million has been
included in net income. At December 31, 1992, the Company had contracted to
exchange 46.8 million Deutsche marks for $29.2 million during 1993. Had this
contract been entered into on December 31, 1992, the Company would have to
exchange 46.8 million Deutsche marks for $28.4 million.
8. Segment Information
<TABLE>
<CAPTION>
Industry segments Geographic segments
Total United
(in millions) Marine Recreation Eliminations Segments States Foreign Eliminations Corporate Consolidated
1993
Net sales
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Customers $ 1,571.2 635.6 - $ 2,206.8 1,802.7 404.1 - - $ 2,206.8
Intersegment - 3.7 (3.7) - 197.4 35.4 (232.8) - -
$ 1,571.2 639.3 (3.7) $ 2,206.8 2,000.1 439.5 (232.8) - $ 2,206.8
Operating earnings $ 53.7 80.0 - $ 133.7 95.5 38.2 - (33.9) $ 99.8
Assets of continuing
operations $ 1,031.0 375.4 - $ 1,406.4 1,258.7 147.7 - 551.2 $ 1,957.6
Capital expenditures 51.1 34.0 - 85.1 10.7 95.8
Depreciation 56.7 19.5 - 76.2 1.9 78.1
1992
Net sales
Customers $ 1,516.1 543.3 - $ 2,059.4 1,664.3 395.1 - - $ 2,059.4
Intersegment - 3.0 (3.0) - 183.3 33.5 (216.8) - -
$ 1,516.1 546.3 (3.0) $ 2,059.4 1,847.6 428.6 (216.8) - $ 2,059.4
Operating earnings $ 43.0 65.2 - $ 108.2 75.0 33.2 - (28.4) $ 79.8
Assets of continuing
operations $ 1,039.1 359.4 - $ 1,398.5 1,259.6 138.9 - 473.9 $ 1,872.4
Capital expenditures 47.2 29.5 - 76.7 11.9 88.6
Depreciation 59.4 17.0 - 76.4 1.4 77.8
1991
Net sales
Customers $ 1,368.3 472.7 - $ 1,841.0 1,495.2 345.8 - - $ 1,841.0
Intersegment - 3.4 (3.4) - 159.2 39.8 (199.0) - -
$ 1,368.3 476.1 (3.4) $ 1,841.0 1,654.4 385.6 (199.0) - $ 1,841.0
Operating earnings(loss) $ (30.5) 52.5 - $ 22.0 (20.8) 42.8 - (40.4) $ (18.4)
Assets of continuing
operations $ 1,083.4 318.5 - $ 1,401.9 1,267.2 134.7 - 359.0 $ 1,760.9
Capital expenditures 43.7 26.2 - 69.9 4.8 74.7
Depreciation 67.1 15.9 - 83.0 1.0 84.0
</TABLE>
<PAGE>
Net sales to customers include immaterial amounts sold to unconsolidated
affiliates. Sales between domestic and foreign operations generally are priced
with reference to prevailing market prices.
Operating earnings of segments do not include the expenses of corporate
administration, other expenses and income of a nonoperating nature, and
provisions for income taxes.
The 1991 operating loss of the Marine segment includes litigation charges
of $30.0 million. The 1991 Corporate expenses include litigation charges of
$8.0 million.
Corporate assets consist primarily of cash and marketable securities,
prepaid income taxes and investments in unconsolidated affiliates.
The Company's export sales to unaffiliated customers for the three years
ended December 31, 1993, 1992 and 1991 were $181.4 million, $218.2 million and
$256.2 million, respectively.
9. Accrued Expenses
Accrued expenses at December 31 were as follows:
<TABLE>
<CAPTION>
(in millions)
1993 1992
<S> <C> <C>
Payroll and other compensation $ 49.9 $ 42.4
Product warranties 69.6 65.5
Dealer allowances and discounts 52.4 53.1
Litigation and claims 67.0 55.9
Health and liability insurance 54.3 52.9
Restructuring charges and disposition costs 36.4 32.0
Taxes, other than income taxes 14.2 15.0
Other 60.7 63.3
Accrued expenses $ 404.5 $ 380.1
</TABLE>
10. Debt
Short-term debt at December 31 consisted of the following:
<TABLE>
<CAPTION>
(in millions)
1993 1992
<S> <C> <C>
Notes payable $ 6.6 $ 4.4
Current maturities of long-term debt 5.3 11.6
Short-term debt $ 11.9 $ 16.0
</TABLE>
Long-term debt at December 31 consisted of the following:
<TABLE>
<CAPTION>
(in millions)
1993 1992
Mortgage notes and other, 3% to 10%,
<S> <C> <C>
payable through 1999 $ 27.9 $ 34.6
Sinking fund debentures, 9.875%,
due 2016, net of discount of $0.9 - 99.1
Notes, 8.125%, due 1997,
net of discounts of $0.2 99.8 99.8
Debentures, 7.375%, due 2023
net of discount of $0.9 124.1 -
Guaranteed ESOP debt, 8.13%,
payable through 2004 78.0 82.6
329.8 316.1
Current maturities (5.3) (11.6)
Long-term debt $ 324.5 $ 304.5
</TABLE>
Scheduled maturities
1995 $ 25.8
1996 6.1
1997 106.3
1998 10.8
Thereafter 175.5
$ 324.5
On November 8, 1993, the Company and seventeen banks entered into a short-term
credit agreement for $100 million and a long-term credit agreement for $300
million with termination dates of November 7, 1994, and December 31, 1996,
respectively. With mutual agreement between the Company and the banks, the
Company may extend both agreements. The short-term credit agreement may be
extended each 364 day anniversary, but not beyond December 31, 1996. The
long-term credit agreement contains two one-year extension options with the
extension requests permitted on the first and second anniversaries.
Under terms of the new agreements, the Company has multiple borrowing
options, including borrowing at a corporate base rate, as announced by The
First National Bank of Chicago, or a rate tied to the Eurodollar rate.
Currently, the Company must pay a facility fee of 0.1875% per annum on the
short-term agreement and 0.25% per annum on the long-term agreement.
Under the agreements, the Company is subject to interest coverage, net
worth and leverage tests, as well as a restriction on secured debt, as defined.
<PAGE>
On the interest coverage test, the Company is required to maintain a ratio of
consolidated income before interest and taxes, as defined, to consolidated
interest expense of not less than 2.0 to 1.0 on a cumulative twelve-month
basis. This ratio, on a cumulative twelve-month basis, was 3.7 to 1.0 at
December 31, 1993. The leverage ratio of consolidated total debt to
capitalization, as defined, may not exceed 0.55 to 1.00, and at December 31,
1993, this ratio was 0.30 to 1.00. The Company also is required to maintain
shareholders' equity of at least $711.6 million at December 31, 1993. The
required level of shareholders' equity at December 31 of each subsequent year
is increased by 50% of net earnings for that year. The Company has complied
with this limitation and the secured debt limitation as of December 31, 1993.
There were no borrowings under the credit agreements at December 31, 1993.
On August 9, 1993, the $100 million 9.875% sinking fund debentures were
redeemed by the Company at 105.704% of the principal amount of the debentures
plus accrued interest to the redemption date. Proceeds of the Company's common
stock offering in May 1992 of $104.5 million, and cash from operations were
used to redeem the debentures. The Company recorded an after-tax extraordinary
loss of $4.6 million ($7.4 million pretax) relating to this transaction during
the third quarter of 1993. On August 25, 1993, the Company sold $125 million of
7.375% debentures maturing on September 1, 2023. The proceeds will be used for
general corporate purposes.
On February 27, 1990, the Brunswick Employee Stock Ownership Plan (ESOP)
sold $96.7 million principal amount of notes bearing interest at the rate of
8.2% per annum, which were guaranteed by the Company and are payable in
semi-annual installments of interest and principal ending in 2004. The interest
rate on these notes was reduced to 8.13% per annum, effective as of January 1,
1993, as a result of the change in tax law passed by the U.S. Congress in
August 1993. Company contributions to the ESOP along with dividends paid on
shares purchased with ESOP debt proceeds are used to service the ESOP debt.
Under the terms of the ESOP debt agreement, future changes in tax law could
cause the interest rate on the debt to vary within the range of 6.8% to 10.3%.
The carrying amounts for the short-term debt and current maturities of
long-term debt approximate their fair value because of the short maturity of
these instruments. The fair value of the long-term debt is $318.2 million and
$316.3 million, respectively, versus carrying amounts of $324.5 million and
$304.5 million, respectively, at December 31, 1993 and 1992. The fair value is
based on quoted market prices where available or discounted cash flows using
market rates available for similar debt of the same remaining maturities.
<PAGE>
11. Consolidated Common Shareholders' Equity
(in millions, except per share data)
<TABLE>
<CAPTION> Minimum
Addt'l pension Unearned Cumulative Unamort.
Common stock paid-in Retained Treasury stock liability restricted translation ESOP
Shares Amount capital earnings Shares Amount adj. stock adjustments Expense Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1990 94.2 $70.6 $165.4 $787.6 (5.9)($114.3) - ($7.5) $12.2 ($90.0) $824.0
1991
Net loss - - - (23.7) - - - - - - (23.7)
Dividends declared ($.33 per
common share) - - - (29.2) - - - - - - (29.2)
Compensation plans and other - - (2.3) - 0.3 6.6 - 1.2 - - 5.5
Deferred Compensation-ESOP - - - - - - - - - 3.9 3.9
Currency translation - - - - - - - - (1.8) - (1.8)
Balance, December 31, 1991 94.2 $70.6 $163.1 $734.7 (5.6)($107.7) - ($6.3) $10.4 ($86.1) $778.7
1992
Net loss - - - (26.3) - - - - - - (26.3)
Dividends declared ($.44 per
common share) - - - (41.1) - - - - - - (41.1)
Compensation plans and other - - (1.0) - - 2.0 - 2.9 - - 3.9
Deferred Compensation-ESOP - - - - - - - - - 4.3 4.3
Issuance of common stock 6.5 4.9 99.6 - - - - - - - 104.5
Currency translation - - - - - - - - (1.5) - (1.5)
Balance, December 31, 1992 100.7 $75.5 $261.7 $667.3 (5.6)($105.7) - ($3.4) $8.9 ($81.8) $822.5
1993
Net Earnings - - - 23.1 - - - - - - 23.1
Dividends declared ($.44 per
common share) - - - (41.9) - - - - - - (41.9)
Compensation plans and other - - (0.3) - 0.2 3.0 (6.7) 1.1 - - (2.9)
Deferred Compensation-ESOP - - - - - - - - - 4.6 4.6
Currency translation - - - - - - - - (1.0) - (1.0)
Balance, December 31, 1993 100.7 $75.5 $261.4 $648.5 (5.4)($102.7) ($6.7) ($2.3) $7.9 ($77.2) $804.4
At December 31, 1993, 1192, 1991, the Company had no preferred stock outstanding(Authorized: 12.5 million shares,
$.75 par value at December 31, 1993)
The Company's Board of Directors approved a new schedule for the declaration and payment of dividends which resulted in only three
dividends being declared in 1991. However, four dividends were paid during 1992 and 1993. Quarterly dividend declarations are now
considered at the February, April, July and October meetings of the Board of Directors. Payments of declared amounts would be
made on the fifteenth of March, June, September and December.
</TABLE>
<PAGE>
12. Litigation
The Company is subject to certain legal proceedings and claims which have
arisen in the ordinary course of its business and have not been finally
adjudicated. In 1993, 1992 and 1991, the Company recorded pretax provisions of
$18.2 million, $4.8 million and $38.0 million ($11.2 million, $3.1 million and
$23.6 million after-tax), respectively, for litigation matters. In light of
existing reserves, the Company's litigation and environmental claims, including
those discussed below, when finally resolved, will not, in the opinion of
management, have a material adverse effect on the Company's consolidated
financial position and results of operations.
The Company is involved in certain legal and administrative proceedings
under the Comprehensive Environmental Response, Compensation and Liability Act
of 1980 and other federal and state legislation governing the generation and
disposition of certain hazardous wastes. These proceedings, which involve both
on and off site waste disposal, in many instances seek compensation from the
Company as a waste generator under Superfund legislation which authorizes
action regardless of fault, legality of original disposition or ownership of a
disposal site.
In June 1992, Genmar Industries brought an action against the Company and
certain of its subsidiaries in the United States District Court for the
District of Minnesota, alleging that the Company (i) has monopolized or
attempted to monopolize the sale of recreational marine engines and boats, (ii)
has unlawfully coerced engine purchasers to buy the Company's boats, (iii) has
breached its contract with Genmar, (iv) has not dealt in good faith with
Genmar, and (v) has interfered with Genmar's existing and prospective business
relationships. Genmar has asked that the Company be required to divest its boat
manufacturing business, be enjoined from continuing its partnership with
Tracker Marine, and pay damages, including treble damages under the antitrust
laws. The Company believes, based upon its assessment of the complaint and in
consultation with counsel, that this litigation is without merit and intends to
defend itself vigorously. Parties to this suit have exchanged written discovery
and have begun depositions.
The Federal Trade Commission is conducting an investigation of whether the
formation or operations of Tracker Marine, L.P. and the Company's contracts
with Tracker Marine, L.P. violate antitrust laws. The Company has received and
responded to a subpoena seeking information relating to the Company's outboard
motor sales. The Company understands that other marine companies have received
similar subpoenas from the Federal Trade Commission.
<PAGE>
In August 1988, certain plaintiffs brought an action against the Company
in the United States District Court in Los Angeles, California alleging
violations of the federal antitrust laws arising out of their planned
construction of a bowling center and asserting three claims under state law
principles. On May 3, 1991, a jury returned a verdict against the Company in
the amount of $5.1 million in actual damages and in the amount of one dollar in
punitive damages. Pursuant to federal antitrust laws, plaintiffs' antitrust
damages were trebled to $15.3 million. The plaintiff was also entitled to legal
fees and costs totalling $1.4 million plus interest at the rate of 6.04% per
annum on both the damage award and the attorney fees and costs. On October 13,
1993, the United States Court of Appeals reversed the District Court's judgment
and directed that judgment be entered in favor of the Company.
13. Stock Plans and Management Compensation
On April 24, 1991, shareholders of the Company approved the 1991 Stock
Plan (Plan) to succeed the 1984 Restricted Stock Plan and the 1971 Stock Plan.
Under this Plan, the Company may grant non-qualified stock options, incentive
stock options, stock appreciation rights and restricted stock and other various
types of awards to executives and other management employees of the Company.
The Plan provides for the issuance of a maximum of 5,000,000 shares of common
stock of the Company which may be authorized but unissued shares or treasury
shares. No grants or awards were made under this Plan during 1991.
During 1993 and 1992, non-qualified stock options were awarded to 413 and
420, respectively, executives and management employees of the Company. Under
the terms of the Plan, the option price per share may not be less than 100% of
the fair market value on the date of grant. The stock options are exercisable
over a period of time determined by the Compensation Committee of the Board of
Directors. In the event of a change in control as defined below, the option
holder may exercise all unexercised options until the earlier of the stated
expiration date or two years following termination of employment. At December
31, 1993, 263,110 shares were exercisable under outstanding options at a
weighted average option price of $14.0077 per share.
In addition to stock options, restricted shares were also awarded during
1993 and 1992 to seventeen and sixteen senior executives of the Company,
respectively. Restrictions will lapse on a portion of these shares four years
from the date of grant and after five years on the remaining shares. As the
restrictions lapse, the shares awarded are transferred to the employees.
According to the terms of this grant, a participant may elect within 90 days of
<PAGE>
a change in control to terminate the restricted period for all shares awarded
to him. Charges against earnings from continuing operations for the
compensation element of the Plan were $0.3 million and $0.2 million for 1993
and 1992, respectively.
Stock option and restricted stock activities including discontinued
operations are as follows:
<TABLE>
<CAPTION>
Stock Average Restricted Available
Options Option Stock for
Outstanding Price Outstanding Grant
<S> <C> <C> <C> <C>
At January 1, 1992 - - - 5,000,000
Granted 820,000 $ 13.875 71,050 (891,050)
Exercised 0 $ N/A 0
Canceled (22,300) $ 13.875 0 22,300
At December 31, 1992 797,700 71,050 4,131,250
Granted 825,475 $ 16.600 87,575 (913,050)
Exercised (8,870) $ 13.875 0
Canceled (29,540) $ 15.332 0 29,540
At December 31, 1993 1,584,765 158,625 3,247,740
</TABLE>
Selected management employees, including employees of its discontinued
operations, have received shares of the Company's common stock under the 1984
Restricted Stock Plan (1984 Plan). Under the 1984 Plan, 1,367,232 shares, net
of canceled shares, have been awarded. No award has been made since 1991 and no
further awards will be made under the 1984 Plan. After a restricted period of
one to three years, the shares awarded are transferred to the employees. At
that time, the employees may also receive a cash award if certain performance
standards, as established by the Compensation Committee of the Board of
Directors, have been met.
The 1984 Plan provides that, within 90 days after a change in control of
the Company, a participant may elect to terminate the restricted period on
shares of common stock awarded under the 1984 Plan. A "change in control of the
Company" occurs when 1) any person is or becomes a beneficial owner directly or
indirectly of 30% or more of the combined voting power of the Company, 2)
individuals nominated by the Board of Directors for election as directors do
not constitute a majority of the Board of Directors after such election, or 3)
a tender offer is made for the Company's stock, involving a control block,
which is not negotiated and approved by the Board of Directors.
<PAGE>
The 1984 Plan also provides that the Compensation Committee may at any
time reduce the restricted period for restricted stock of any participant or
group of participants to a minimum of one year. Charges against earnings
(loss) from continuing operations for the compensation element of the 1984 Plan
were $0.7 million, $1.4 million, and $1.9 million for 1993, 1992 and 1991,
respectively.
Under the 1971 Stock Plan (1971 Plan), certain other management employees
were granted shares of the Company's common stock at no cost during 1988
through 1991. There have been no grants since 1991 and there will be no further
grants under the 1971 Plan. The shares awarded or purchased under the 1971 Plan
are subject to restrictions which lapse ratably over a period of one to five
years. The shares will be released at the time of a change in control of the
Company or on a date selected by the Compensation Committee. Charges against
earnings (loss) from continuing operations for the compensation element of the
1971 Plan were $0.4 million in 1993, $0.6 million in 1992 and $1.0 million in
1991.
The Company has employment agreements with certain executive officers that
become operative only upon a change in control of the Company, as defined
above. In 1989, the Company established a severance plan for all other salaried
employees of the Company which also only becomes operative upon a change in
control of the Company. Compensation which might be payable under these
agreements and the severance plan has not been accrued in the consolidated
financial statements as a change in control has not occurred.
Under the Brunswick Employee Stock Ownership Plan (ESOP), the Company may
make annual contributions to a trust for the benefit of eligible domestic
employees in the form of either cash or common shares of the Company. In April
1989, the Company's Board of Directors approved an amendment to the ESOP that
permits the ESOP to borrow funds to acquire the Company's common shares.
Subsequent to that amendment, the ESOP obtained a bridge loan of $100 million
and purchased from the Company 5,095,542 shares (ESOP Shares) of the Company's
common stock at a price of $19.625 per share. The bridge loan was repaid with
notes sold on February 27, 1990. The debt of the ESOP is guaranteed by the
Company and is recorded in the Company's consolidated financial statements.
The ESOP Shares are maintained in a Suspense Account until released and
allocated to participants' accounts. The release of shares from the Suspense
Account is determined by multiplying the number of shares in the Suspense
Account by the ratio of debt service payments (principal plus interest) made by
the ESOP during the year to the sum of the debt service payments made by the
<PAGE>
ESOP in the current year plus the debt service payments to be made by the ESOP
in future years. Allocation of released shares to participants' accounts is
done at the discretion of the Compensation Committee of the Board of Directors.
The shares released from the Suspense Account were 327,900 in 1993
and 1992 and 327,899 in 1991 leaving 3,442,948 shares in the Suspense Account
at December 31, 1993.
The expense recorded by the Company since 1989 is based on cash
contributed or committed to be contributed by the Company to the ESOP during
the year. Unamortized ESOP expense is reduced as the Company recognizes
compensation expense (excluding the impact of dividends on ESOP Shares).
In 1993, 1992 and 1991, the ESOP made debt service payments totaling $11.2
million which were funded by Company contributions of $9.0 million and
dividends received on ESOP shares of $2.2 million in each of the three years.
The Company, including discontinued operations, recognized expense of $9.0
million in 1993, 1992 and 1991 ($5.5 million, $5.9 million and $5.6 million
after-tax) of which $6.6 million, $7.0 million and $7.3 million, respectively,
were recorded as interest expense and $2.4 million, $2.0 million and $1.7
million, respectively, were recorded as compensation expense.
14. Retirement and Employee Benefit Costs
The Company has pension and retirement plans covering substantially all of
its employees, including certain employees in foreign countries.
Pension cost of continuing operations for all plans was $7.3 million, $3.6
million and $6.2 million in 1993, 1992 and 1991, respectively. Plan benefits
are based on years of service, and for some plans, the average compensation
prior to retirement. Plan assets generally consist of debt and equity
securities, real estate and investments in insurance contracts.
Pension costs for 1993, 1992 and 1991, determined in accordance with the
Financial Accounting Standards Board Statement No. 87, "Employers' Accounting
for Pensions" (SFAS No. 87), included the following components:
<TABLE>
<CAPTION>
(in millions)
1993 1992 1991
Service cost-benefits earned
<S> <C> <C> <C>
during the period $ 9.4 $ 9.4 $ 9.1
Interest cost on projected benefit
obligation 29.4 26.3 24.5
Actual return on assets (25.7) (14.5) (69.1)
Net amortization and deferral (5.8) (17.6) 41.7
Net pension cost $ 7.3 $ 3.6 $ 6.2
</TABLE>
<PAGE>
The funded status of the plans accounted for in accordance with SFAS No.
87 and the amounts recognized in the Company's balance sheets at December 31
were as follows:
<TABLE>
<CAPTION>
1993 1992
Plans whose Plans whose Plans whose Plans whose
assets exceed accumulated assets exceed accumulated
accumulated benefits accumulated benefits
(in millions) benefits exceed assets benefits exceed assets
Actuarial present value of:
Vested benefits
<S> <C> <C> <C> <C>
obligation $ (69.7) $(288.8) $(206.0) $(100.0)
Nonvested benefits
obligation (10.7) (14.5) (1.6) (5.7)
Accumulated benefit
obligation (80.4) (303.3) (207.6) (105.7)
Effects of anticipated
future compensation
levels and other
events (1.1) (25.6) (25.9) (1.9)
Projected benefit
obligation (81.5) (328.9) (233.5) (107.6)
Plan assets at fair
value 83.6 262.0 240.1 75.3
Plan assets in excess of
(less than) projected
benefit obligation 2.1 (66.9) 6.6 (32.3)
Unrecognized net
transition asset (4.2) (12.0) (20.3) (1.4)
Unrecognized prior
service cost 9.7 3.0 1.0 12.8
Net unrecognized loss from
past experience different
from assumed and effects of
changes in assumptions 16.5 50.2 8.8 3.8
Adjustment to recognize
minimum liability - (15.0) - (14.4)
Pension asset (liability)
recognized in financial
statements $ 24.1 $ (40.7) $ (3.9) $ (31.5)
</TABLE>
<PAGE>
The projected benefit obligations were determined primarily using assumed
weighted average discount rates of 7.5% in 1993 and 8.5% in 1992, and an
assumed compensation increase of 5.5% in 1993 and 1992. The assumed weighted
average long-term rate of return on plan assets was primarily 9% in 1993 and
1992.
The unrecognized asset or liability at the initial adoption of SFAS No. 87
is being amortized on a straight-line basis over 10 years for the Company's
domestic plans and over the average remaining service period of plan
participants for the Company's foreign plans. The unrecognized prior service
cost is being amortized on a straight-line basis over the average remaining
service period of plan participants.
Two of the Company's salaried pension plans provide that in the event of a
termination, merger or transfer of assets of the plans during the five years
following a change in control of the Company occurring on or before March 1,
1996, benefits would be increased so that there would be no excess net assets.
The Company's supplemental pension plan provides for a lump sum payout to plan
participants of the present value of accumulated benefits upon a change in
control of the Company. For a definition of "change in control of the Company"
refer to Note 13.
The Company has an unfunded retirement plan which provides for payments to
retired directors. This plan is accounted for as a deferred compensation
arrangement and resulted in charges to net earnings (loss) of $0.2 million in
1993 and 1992 and $0.1 million in 1991.
Sea Ray employees participate in a noncontributory employee stock
ownership and profit sharing plan, under which the Company makes annual cash
contributions to a trust for the benefit of eligible employees. The charges to
net earnings (loss) for this plan were $1.3 million, $1.4 million and $1.2
million in 1993, 1992 and 1991, respectively.
Certain employees participate in a profit sharing plan to which the
Company makes cash contributions. Participants become vested in the
contributions after they are employed for a specified period. This plan
resulted in charges to net earnings (loss) of $2.2 million, $2.1 million and
$1.5 million in 1993, 1992 and 1991, respectively.
<PAGE>
The Brunswick Retirement Savings Plan for salaried and certain hourly
employees, including discontinued operations, allows participants to make
contributions via payroll deductions pursuant to section 401(k) of the Internal
Revenue Code. Effective January 1, 1991, the Company makes a minimum matching
contribution of 5% of a participant's pretax contributions limited to 6%of
their salary. The Company may increase the matching percentage to 30% of the
participant's pretax contributions. The Company made 10% matching contributions
in 1993 and 1992, and the minimum 5% matching contribution in 1991. The
Company's contribution is made in common stock of the Company. In 1993 and
1992, the net charge to continuing operations for matching contributions was
$0.5 million and $0.4 million in 1991.
In addition to providing benefits to present employees, the Company
currently provides certain health care and life insurance benefits for eligible
retired employees. Employees may become eligible for those benefits if they
have fulfilled specific age and service requirements. The Company monitors the
cost of these plans, and has, from time to time, changed the benefits provided
under these plans. The plans contain requirements for retiree contributions
generally based on years of service as well as other cost sharing features such
as deductibles and copayments. The Company reserves the right to make
additional changes or terminate these benefits in the future. The Company's
plans are not funded; claims are paid as incurred.
Effective January 1, 1992, the Company adopted Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions" (SFAS No. 106), for its domestic unfunded
postretirement health care and life insurance programs. SFAS No. 106 requires
the cost of postretirement benefits to be accrued during the service lives of
employees. As 1991 costs were recognized as expense when the claims were paid
by the Company, postretirement benefit cost is not comparable with 1993 and
1992. The cumulative effect on years prior to 1992 of adopting SFAS No. 106 on
an immediate recognition basis, including discontinued operations, was to
decrease net earnings by $38.3 million. The Company had previously recognized
approximately $9.6 million of its accumulated postretirement benefit obligation
primarily in conjunction with the disposition of the non-Defense businesses of
the Technical segment. Postretirement benefit cost was $6.4 million, $6.7
million and $1.4 million in 1993, 1992, and 1991, respectively.
<PAGE>
Net periodic postretirement benefit cost of continuing operations for 1993
and 1992 included the following components:
<TABLE>
<CAPTION>
(in millions)
1993 1992
Service cost-benefits attributed to service
<S> <C> <C>
during the period $ 1.5 $ 1.9
Interest cost on accumulated
postretirement benefit obligation 4.9 4.8
Net periodic postretirement benefit cost $ 6.4 $ 6.7
</TABLE>
The amounts recognized in the Company's balance sheets at December 31 were as
follows:
<TABLE>
<CAPTION>
(in millions)
1993 1992
Accumulated postretirement benefit obligation:
<S> <C> <C>
Retirees $ 30.3 $ 31.7
Fully eligible active plan participants 5.3 4.4
Other active plan participants 26.7 26.4
Total 62.3 62.5
Unrecognized prior service cost 1.4 -
Unrecognized net gains 0.9 -
Postretirement liability recognized in
financial statements $ 64.6 $ 62.5
</TABLE>
The accumulated postretirement benefit obligation was determined using
weighted average discount rates of 7.5% in 1993 and 8.5% in 1992, and an
assumed compensation increase of 5.5% in 1993 and 1992. The health care cost
trend rates were assumed to be 12% and 10% in 1994 for pre-65 and post-65
benefits, respectively, gradually declining to 5% after eight years and four
years, respectively, and remaining at that level thereafter. The health care
cost trend rates were assumed to be 15%, and 10% in 1993 for pre-65 and post-65
benefits, respectively, gradually declining to 6% after ten years and seven
years, respectively, and remaining at that level thereafter. The health care
cost trend rate assumption has a significant effect on the amounts reported.
For example, a 1% increase in the health care trend rate would increase the
accumulated postretirement benefit obligation by $7.9 million at December 31,
1993 and the net periodic cost by $1.0 million for the year.
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for Postemployment
<PAGE>
Benefits" (SFAS No. 112), for employees' disability benefits. SFAS No. 112
requires the accrual method for recognizing the cost of postemployment
benefits. The cumulative effect on prior years of adopting SFAS No. 112,
including discontinued operations, was to decrease net earnings by $14.6
million. The effect of this change on 1993 consolidated results of operations
was not material.
15. Income Taxes
The sources of earnings (loss) before income taxes are presented as
follows:
<TABLE>
<CAPTION>
(in millions)
1993 1992 1991
<S> <C> <C> <C>
United States $ 89.0 $ 50.1 $ (69.4)
Foreign (2.5) 11.9 28.9
Earnings (loss) before income taxes $ 86.5 $ 62.0 $ (40.5)
</TABLE>
The income tax provision (benefit) consisted of the following:
<TABLE>
<CAPTION>
(in millions)
1993 1992 1991
Current tax expense
<S> <C> <C> <C>
U.S. Federal $ 13.9 $ 2.8 $ (6.9)
State and local 11.1 3.6 (5.8)
Foreign 7.0 8.4 15.0
Total current $ 32.0 $ 14.8 $ 2.3
Deferred tax expense
U.S. Federal $ 8.5 $ 10.0 $ (8.2)
State and local (7.0) (2.0) -
Foreign (1.5) (0.5) 0.4
Total deferred $ 0.0 $ 7.5 $ (7.8)
Total provision (benefit) $ 32.0 $ 22.3 $ (5.5)
</TABLE>
<PAGE>
Temporary differences and carryforwards which give rise to deferred tax
assets and liabilities at December 31 are as follows:
<TABLE>
<CAPTION>
(in millions)
1993 1992
Deferred tax assets
<S> <C> <C>
Litigation and claims $ 24.5 $ 20.7
Product warranty 29.0 25.6
Dealer allowance and discounts 12.7 15.2
Bad debts 10.3 9.4
Sales of businesses 24.2 12.0
Insurance reserves 22.9 23.5
Credit carryforwards and carrybacks 22.6 23.4
Loss carryforwards and carrybacks 16.2 15.1
Other 29.9 44.4
Valuation allowance (5.8) (8.8)
Total deferred tax assets $ 186.5 $ 180.5
Deferred tax liabilities (assets)
Depreciation and amortization $ 21.4 $ 96.7
Postretirement and postemployment benefits (36.9) (28.0)
Other assets and investments 87.5 66.9
Other 31.9 39.8
Total deferred tax liabilities $ 103.9 $ 175.4
</TABLE>
<PAGE>
The valuation allowance relates to deferred tax assets established under
SFAS No. 109 for capital loss carryforwards of $3.1 million, and foreign tax
credit carryforwards of $2.7 million. These unutilized loss and credit
carryforwards, which will expire in 1996, will be carried forward to future
years for possible utilization. No benefit for these carryforwards has been
recognized in the financial statements. No other valuation allowances were
deemed necessary, as all deductible temporary differences will be utilized
either by carryback to prior years' taxable income, charges against reversals
of future taxable temporary differences, or charges against expected future
taxable income other than reversals. The change in the valuation allowance from
1992 to 1993 is primarily due to the utilization of foreign tax credit
carryforwards which reduced income tax expense for the current year.
During 1991, deferred income taxes were provided for timing differences in
the recognition of revenue and expenses for tax and financial statement
purposes. The deferred tax provision (benefit) consisted of the following:
(in millions)
1991
U.S. Federal
Litigation and claims $ (11.8)
Restructuring charge 4.9
Employee benefits (1.8)
Bad debts (0.1)
Product warranty (0.5)
Dealer allowances and discounts (2.0)
Inventory 0.8
State and local taxes 2.5
Sales of businesses 2.2
Insurance (2.3)
Depreciation and amortization (0.6)
Other 0.5
(8.2)
Foreign 0.4
Total deferred tax (benefit) $ (7.8)
Deferred taxes have been provided, as required, on the undistributed
earnings of foreign subsidiaries and unconsolidated affiliates.
<PAGE>
The difference between the actual income tax provision and the tax
provision (benefit) computed by applying the statutory Federal income tax rate
to earnings (loss) before taxes is attributable to the following:
<TABLE>
<CAPTION>
(in millions)
1993 1992 1991
Income tax provision (benefit)
at 35% in 1993 and 34% in 1992
<S> <C> <C> <C>
and 1991 $ 30.3 $ 21.1 $ (13.8)
State and local income taxes,
net of Federal income tax
effect 2.7 1.1 (3.8)
Foreign sales corporation benefit (1.5) (1.4) (1.3)
Taxes related to foreign income,
net of credits (1.9) (4.7) 10.4
Goodwill and other amortization 1.8 1.7 1.6
Enacted tax rate change (3.6)
Other 4.2 4.5 1.4
Actual income tax
provision (benefit) $ 32.0 $ 22.3 $ (5.5)
Effective tax rate 37.0% 36.0% (13.6)%
</TABLE>
In January 1994, the Company reached an agreement with the U.S. Internal
Revenue Service regarding its examination of the Company for the years 1985 and
1986. The issues of this examination dealt primarily with the deductibility of
approximately $500 million of acquired intangible assets, which the IRS
proposed to reclassify to non-deductible intangible assets. Under the terms of
the agreement, the IRS has agreed to allow amortization deductions for
virtually all of the acquired intangible assets, and the Company has agreed to
increase the amortizable lives of most of the acquired intangible assets.
The revised lives create a temporary difference which results in an
initial obligation by the Company to pay the IRS approximately $55 million,
representing taxes and interest net of taxes for the years 1986 through 1993.
This initial $55 million obligation will subsequently be reduced by the future
tax benefits of the temporary difference created by the agreement. Since the
interest will be charged to existing reserves and the taxes paid represent
temporary differences which create, and have been recorded as, deferred tax
assets, this agreement will have no impact on the Company's consolidated
results of operations.
<PAGE>
16. Translation of Foreign Currencies
Most of the Company's foreign entities use the local currency as the
functional currency and translate all assets and liabilities at year-end
exchange rates, all income and expense accounts at average rates and record
adjustments resulting from the translation in a separate component of common
shareholders' equity. The following is an analysis of the cumulative
translation adjustments reflected in common shareholders' equity:
<TABLE>
<CAPTION>
(in millions)
1993 1992 1991
<S> <C> <C> <C>
Balance at January 1 $ 8.9 $ 10.4 $ 12.2
Translation and other (1.9) (4.4) (3.6)
Allocated income taxes 0.9 2.9 1.8
Balance at December 31 $ 7.9 $ 8.9 $ 10.4
</TABLE>
The remaining foreign entities translate monetary assets and liabilities
at year-end exchange rates and inventories, property and nonmonetary assets and
liabilities at historical rates. Income and expense accounts are translated at
the average rates in effect during the year, except that depreciation and cost
of sales are translated at historical rates. Adjustments resulting from the
translation of these entities are included in the results of operations. Gains
and losses resulting from transactions of the Company and its subsidiaries
which are made in currencies different from their own are included in income as
they occur. Currency losses of $1.0 million and $5.1 million were recorded in
1993 and 1992, respectively, and a gain of $3.2 million was recorded in 1991.
17. Leases
The Company has various lease agreements for offices, branches, factories,
distribution and service facilities, certain Company-operated bowling centers,
and certain personal property. These obligations extend through 2032.
Most leases contain renewal options and some contain purchase options.
Many leases for Company-operated bowling centers contain escalation clauses,
and many provide for contingent rentals based on percentages of gross revenue.
No leases contain restrictions on the Company's activities concerning
dividends, additional debt or further leasing.
<PAGE>
Rent expense consisted of the following:
<TABLE>
<CAPTION>
(in millions)
1993 1992 1991
<S> <C> <C> <C>
Basic expense $ 21.2 $ 21.5 $ 22.9
Contingent expense 0.6 1.1 1.0
Sublease income (1.2) (1.5) (3.0)
Rent expense, net $ 20.6 $ 21.1 $ 20.9
</TABLE>
Future minimum rental payments at December 31, 1993, under agreements
classified as operating leases with noncancelable terms in excess of one year,
are as follows:
(in millions)
1994 $ 3.2
1995 2.5
1996 1.7
1997 1.6
1998 1.3
Thereafter 2.7
Future minimum operating lease rental payments (not reduced
by minimum sublease rentals of $1.3 million) $ 13.0
18. Technological Expenditures
Technological expenditures consisted of the following:
<TABLE>
<CAPTION>
(in millions)
1993 1992 1991
<S> <C> <C> <C>
Research and development $ 60.8 $ 52.0 $ 49.5
Engineering and other 9.0 4.3 3.8
Technological expenditures $ 69.8 $ 56.3 $ 53.3
</TABLE>
19. Preferred Share Purchase Rights
In March 1986, the Company's Board of Directors declared a dividend of one
Preferred Share Purchase Right (Right) on each outstanding share of the
Company's common stock. After the two-for-one stock split distributed on June
9, 1987, under certain conditions, each holder of Rights may purchase one
one-hundredth share of a new series of junior participating preferred stock at
an exercise price of $100 for each two Rights held.
<PAGE>
The Preferred Share Purchase Rights become exercisable at the earlier of
(1) a public announcement that a person or group acquired or obtained the right
to acquire 15% or more of the Company's common stock or (2) ten days after
commencement or public announcement of an offer for more than 15% of the
Company's common stock. After a person or group acquires 15% or more of the
common stock of the Company, other shareholders may purchase additional shares
of the Company at fifty percent of the current market price. These Rights may
cause substantial ownership dilution to a person or group who attempts to
acquire the Company without approval of the Company's Board of Directors.
The Rights, which do not have any voting rights, expire on March 31, 1996,
and may be redeemed by the Company at a price of $.025 per Right at any time
prior to a person's or group's acquisition of 15% or more of the Company's
common stock. The new series of preferred stock that may be purchased upon
exercise of the Rights may not be redeemed and may be subordinate to other
series of the Company's preferred stock designated in the future. A Right also
will be issued with each share of the Company's common stock that becomes
outstanding prior to the time the Rights become exercisable or expire.
In the event that the Company is acquired in a merger or other business
combination transaction, provision will be made so that each holder of Rights
will be entitled to buy the number of shares of common stock of the surviving
company, which at the time of such transaction would have a market value of two
times the exercise price of the Rights.
<PAGE>
20. Unconsolidated Affiliates and Subsidiaries
The Company has certain unconsolidated foreign and domestic affiliates
that are accounted for on the equity method.
Summary financial information of the unconsolidated affiliates is
presented below:
<TABLE>
<CAPTION>
(in millions)
1993 1992 1991
<S> <C> <C> <C>
Net sales $ 332.2 $ 259.4 $ 155.1
Gross margin $ 70.5 $ 49.3 $ 22.7
Net earnings $ 24.2 $ 16.8 $ 7.0
Company's share of net earnings $ 11.3 $ 8.4 $ 4.7
Current assets $ 155.4 $ 138.4
Non-current assets 104.2 87.6
Total assets 259.6 226.0
Current liabilities (125.1) (115.5)
Non-current liabilities (28.8) (12.0)
Net assets $ 105.7 $ 98.5
The net sales of affiliates include an insignificant amount of sales to
the Company.
</TABLE>
<PAGE>
21. Quarterly Data (unaudited)
<TABLE>
<CAPTION>
(in millions, except per share data) 1st 2nd 3rd 4th Year
1993
<S> <C> <C> <C> <C> <C>
Net sales $ 542.8 $ 589.0 $ 539.4 $ 535.6 $ 2,206.8
Gross margin $ 140.1 $ 159.6 $ 134.1 $ 136.4 $ 570.2
Earnings from continuing operations $ 9.8 $ 22.5 $ 15.2 $ 7.0 $ 54.5
Earnings (loss) from discontinued operations (0.8) 0.8 - - -
Extraordinary loss from retirement of debt - - (4.6) - (4.6)
Estimated loss on divestiture of Technical segment - - - (12.2) (12.2)
Cumulative effect of change in accounting principle (14.6) - - - (14.6)
Net earnings (loss) $ (5.6) $ 23.3 $ 10.6 $ (5.2) $ 23.1
Per common share
Earnings from continuing operations $ 0.10 $ 0.24 $ 0.16 $ 0.07 $ 0.57
Earnings (loss) from discontinued operations (0.01) 0.01 - - -
Extraordinary item - - (0.05) - (0.05)
Estimated loss on divestiture of Technical segment - - - (0.13) (0.13)
Cumulative effect of change in accounting principle (0.15) - - - (0.15)
Earnings (loss) $ (0.06) $ 0.25 $ 0.11 $ (0.06) $ 0.24
Dividends declared $ 0.11 $ 0.11 $ 0.11 $ 0.11 $ 0.44
Common stock price (NYSE)
High $ 17 1/8 $ 15 $ 15 1/2 $ 18 1/2 $ 18 1/2
Low $ 14 1/2 $ 12 5/8 $ 12 1/2 $ 14 $ 12 1/2
1992
Net sales $ 544.7 $ 546.4 $ 503.4 $ 464.9 $ 2,059.4
Gross margin $ 133.3 $ 140.4 $ 121.8 $ 109.8 $ 505.3
Earnings (loss) from continuing operations $ 11.3 $ 18.0 $ 11.5 $ (1.1) $ 39.7
Earnings (loss) from discontinued operations - 0.5 (1.2) (1.0) (1.7)
Estimated loss on divestiture of Technical segment - - - (26.0) (26.0)
Cumulative effect of change in accounting principle (38.3) - - - (38.3)
Net earnings (loss) $ (27.0) $ 18.5 $ 10.3 $ (28.1) $ (26.3)
Per common share
Earnings (loss) from continuing operations $ 0.13 $ 0.20 $ 0.12 $ (0.01) $ 0.43
Earnings (loss) from discontinued operations - - (0.01) (0.01) (0.02)
Estimated loss on divestiture of Technical segment - - - (0.27) (0.28)
Cumulative effect of change in accounting principle (0.43) - - - (0.41)
Earnings (loss) $ (0.30) $ 0.20 $ 0.11 $ (0.29) $ (0.28)
Dividends declared $ 0.11 $ 0.11 $ 0.11 $ 0.11 $ 0.44
Common stock price (NYSE)
High $ 17 1/4 $ 17 3/4 $ 14 3/4 $ 16 7/8 $ 17 3/4
Low $ 13 7/8 $ 13 3/4 $ 12 3/8 $ 12 1/4 $ 12 1/4
In 1993, the first quarter has been restated to reflect the cumulative effect for the adoption of SFAS No. 112.
In 1992, first, second and third quarters have been restated to reflect the adoption of SFAS No. 106.
The 1992 results have been restated to segregate the results of operations of the Company's discontinued
Technical segment.
</TABLE>
<PAGE>
Report of Management
The Company maintains accounting and related internal control systems which are
intended to provide reasonable assurance that assets are safeguarded from loss
or unauthorized use and to produce records necessary for the preparation of
financial information. There are limits inherent in all systems of internal
control, and the cost of the systems should not exceed the expected benefits.
Through the use of a program of internal audits and through discussions with
and recommendations from its independent public accountants, the Company
periodically reviews these systems and controls and compliance therewith.
The Audit Committee of the Board of Directors, comprised entirely of
nonemployee directors, meets regularly with management, the internal auditors,
and the independent public accountants to review the results of their work and
to satisfy itself that their responsibilities are being properly discharged.
The internal auditors and independent public accountants have full and free
access to the Audit Committee and have discussions regarding appropriate
matters, with and without management present.
The primary responsibility for the integrity of financial information rests
with management. Certain valuations contained herein result, of necessity, from
estimates and judgments of management. The accompanying consolidated financial
statements, notes thereto, and other related information were prepared in
conformity with generally accepted accounting principles applied on a
consistent basis.
Report of Independent Public Accountants
To the Shareholders of Brunswick Corporation:
We have audited the accompanying consolidated balance sheets of Brunswick
Corporation(a Delaware Corporation) and Subsidiaries as of December 31, 1993
and 1992, and the related consolidated statements of results of operations, and
cash flows for each of three years ended December 31, 1993. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
<PAGE>
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Brunswick Corporation and
Subsidiaries as of December 31, 1993 and 1992, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1993, in conformity with generally accepted accounting principles.
As discussed in Note 14 to the consolidated financial statements, effective
January 1, 1993, the Company changed its method of accounting for
postemployment benefits, and effective January 1, 1992, the Company changed its
method of accounting for postretirement benefits other than pensions.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in
the preceding index are the responsibility of the company's management and are
presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic financial statements. These
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
Arthur Andersen & Co.
Chicago, Illinois,
February 6, 1994
<PAGE>
Brunswick Corporation
Five Year Financial Summary
<TABLE>
<CAPTION>
(in millions, except ratios and per share data 1993 1992 1991 1990 1989
Results of Operations Data
<S> <C> <C> <C> <C>
Net sales $2,206.8 $2,059.4 $1,841.0 $2,106.9 $2,410.6
Depreciation 78.1 77.8 84.0 88.8 85.7
Amortization 39.7 38.1 41.0 43.7 57.6
Operating earnings(loss) 99.8 79.8 (18.4) 52.1 (41.5)
Earnings(loss) before income taxes 86.5 62.0 (40.5) 15.4 (95.5)
Earnings(loss) from continuing operations
before extraordinary item and cumulative
effect of accounting changes 54.5 39.7 (35.0) 9.4 (81.7)
Earnings(loss) from discontinued operations - (1.7) 11.3 14.8 10.4
Extraordinary loss from retirement of debt (4.6) - - - -
Gain(estimated loss) on divestitures of
Technical segment businesses (12.2) (26.0) - 46.7 -
Cumulative efffect on prior years of changes
in accounting principles (14.6) (38.3) - - -
Net earnings(loss) 23.1 (26.3) (23.7) 70.9 (71.3)
Per Common Share Data
Earnings(loss) from continuing operations
before extraordinary item and cumulative
effect of accounting changes $ 0.57 $ 0.43 $ (0.40) $ 0.10 $ (0.93)
Earnings(loss) from discontinued operations - (0.02) 0.13 0.17 0.12
Extraordinary item (0.05) - - - -
Gain(estimated loss) on divestitures of
Technical segment businesses (0.13) (0.28) - 0.53 -
Cumulative efffect on prior years of changes
in accounting principles (0.15) (0.41) - - -
Net earnings(loss) 0.24 (0.28) (0.27) 0.80 (0.81)
Dividends declared 0.44 0.44 0.33 0.44 0.44
Dividends paid 0.44 0.44 0.44 0.44 0.44
Book value 8.44 8.65 8.79 9.53 8.82
Balance Sheet Data
Capital expenditures $ 95.8 $ 88.6 $ 74.7 $ 77.7 $ 104.1
Assets of continuing operations 1,957.6 1,872.4 1,760.9 1,790.6 1,712.5
Debt
Short-term $ 11.9 $ 16.0 $ 6.3 $ 5.8 $ 10.7
Long-term 324.5 304.5 315.9 301.5 462.0
Total debt 336.4 320.5 322.2 307.3 472.7
Common shareholders' equity 804.4 822.5 778.7 824.0 776.1
Total capitalization $1,140.8 $1,143.0 $1,100.9 $1,131.3 $1,248.8
Other Data
Return on beginning
shareholders' equity 6.6 % 5.1 % (4.2)% 1.2 % (8.6)%
Effective tax rate(benefit) 37.0 % 36.0 % (13.6)% 39.0 % (14.4)%
Working capital ratio 1.6 1.7 1.5 1.5 1.3
Debt-to-capitalization rate 29.5 % 28.0 % 29.3 % 26.8 % 37.9 %
Common Stock Price(NYSE)
High $ 18 1/2 $ 17 3/4 $ 16 1/8 $ 16 $ 21 3/8
Low 12 1/2 12 1/4 8 3/4 6 5/8 13
Close 18 16 1/4 13 7/8 9 14
The Notes to Consolidated Financial Statements should be read in conjunction with the above summary.
The 1989 operating results include a provision for restructuring of $90.5 million($72.7 million after tax)
for the write-off of assets, primarily intangibles, and costs associated with the consolidation and
reorganization of the Marine segment. Brunswick Corporation
</TABLE>
<PAGE>
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to
the incorporation of our report dated February 6, 1994, included
in this Form 10-K, into the Company's previously filed registration
statements on Form S-8 (File No. 33-4683), Form S-3 (File No. 33-61512)
and Form S-8 (File No. 33-55022).
Arthur Andersen & Co.
Chicago, Illinois,
March 28, 1994
<PAGE>
Brunswick Corporation
Schedule I - Marketable Securities and Other Investments
<TABLE>
<CAPTION>
Balance
Principal Market at end of
(in millions) Amount Cost Value period
Marketable Securities
<S> <C> <C> <C> <C>
Governmental $ 61.9 $ 61.9 $ 61.9 $ 61.9
Corporate 149.3 149.3 149.3 149.3
$ 211.2 $ 211.2 $ 211.2 $ 211.2
Cash 37.6 37.6 37.6 37.6
Total cash and
cash equivalents $ 248.8 $ 248.8 $ 248.8 $ 248.8
</TABLE>
<PAGE>
Brunswick Corporation
Schedule V - Property
<TABLE>
<CAPTION>
Balance at Balance
beginning Retirements at end of
(in millions) of period Additions * and Sales Other period
1993
<S> <C> <C> <C> <C> <C>
Land $ 63.7 $ 0.2 $ (0.5) $ (2.5) $ 60.9
Buildings 349.7 19.0 (12.7) 1.5 357.5
Equipment 693.0 76.9 (47.0) (2.0) 720.9
$ 1,106.4 $ 96.1 $ (60.2) $ (3.0) $ 1,139.3
1992
Land $ 62.2 $ 1.8 $ (0.7) $ 0.4 $ 63.7
Buildings 328.2 25.9 (4.4) 0.0 349.7
Equipment 673.7 61.7 (39.6) (2.8) 693.0
$ 1,064.1 $ 89.4 $ (44.7) $ (2.4) $ 1,106.4
1991
Land $ 54.6 $ 7.8 $ (0.1) $ (0.1) $ 62.2
Buildings 319.0 12.4 (3.2) 0.0 328.2
Equipment 664.3 55.0 (44.9) (0.7) 673.7
$ 1,037.9 $ 75.2 $ (48.2) $ (0.8) $ 1,064.1
* Includes $0.3 million, $0.8 million and $0.5 million resulting from
acquisitions in 1993, 1992 and 1991, respectively.
This schedule reflects only the financial information of continuing
operations.
</TABLE>
<PAGE>
Brunswick Corporation
Schedule VI - Accumulated Depreciation
<TABLE>
<CAPTION>
Balance at Balance
beginning Retirements at end of
(in millions) of period Additions and Sales Other period
1993
<S> <C> <C> <C> <C> <C>
Buildings $ 131.9 $ 12.7 $ (8.3) $ (2.5) $ 133.8
Equipment 439.5 65.4 (44.2) 0.5 461.2
$ 571.4 $ 78.1 $ (52.5) $ (2.0) $ 595.0
1992
Buildings $ 118.8 $ 12.3 $ (2.0) $ 2.8 $ 131.9
Equipment 412.6 65.5 (37.6) (1.0) 439.5
$ 531.4 $ 77.8 $ (39.6) $ 1.8 $ 571.4
1991
Buildings $ 108.8 $ 12.1 $ (2.1) $ 0.0 $ 118.8
Equipment 384.3 71.9 (42.5) (1.1) 412.6
$ 493.1 $ 84.0 $ (44.6) $ (1.1) $ 531.4
This schedule reflects only the financial information of continuing
operations.
</TABLE>
<PAGE>
Brunswick Corporation
Schedule VIII - Valuation and Qualifying Accounts
<TABLE>
<CAPTION>
Balance at Charges Balance
beginning to profit at end of
(in millions) of period and loss Write-offs Recoveries Other period
Allowances for
possible losses
on receivables
<C> <C> <C> <C> <C> <C> <C>
1993 $ 15.6 $ 2.1 $ (4.0) $ 1.1 $ 2.1 * $ 16.9
1992 $ 13.6 $ 3.8 $ (4.7) $ 1.1 $ 1.8 $ 15.6
1991 $ 17.8 $ 7.9 $ (12.9) $ 1.1 $ (0.3) $ 13.6
* Includes $2.4 million relating to acquisitions
This schedule reflects only the financial information of continuing
operations.
</TABLE>
<TABLE>
Deferred tax
asset valuation
allowance
<C> <C> <C> <C> <C> <C> <C>
1993 $ 8.8 $ - $ - $ (3.0) $ - $ 5.8
1992 $ 11.6 $ - $ - $ (2.8) $ - $ 8.8
This account reflects the adoption of SFAS No. 109, "Accounting for
Income Taxes", which was adopted effective January 1, 1992. In 1992 and 1993, the
Company utilized $2.8 million and $3.0 million, respectively, of foreign tax credits
from prior years. The utilization of these foreign tax credit carryforwards reduced
reduced income tax expense for the current year.
</TABLE>
Schedule X - Supplementary Income Statement Information
<TABLE>
<CAPTION>
Charges to
(in millions) costs and expenses
1993 1992 1991
<S> <C> <C> <C>
Maintenance and repairs $ 35.5 $ 36.2 $ 33.2
Advertising $ 66.1 $ 64.3 $ 63.0
Amortization of intangibles
Dealer networks $ 31.9 $ 31.8 $ 31.8
Excess of cost over net assets
of businesses acquired 4.0 3.6 3.5
Trademarks and other 3.8 2.7 5.7
$ 39.7 $ 38.1 $ 41.0
This schedule reflects only the financial information of continuing
operations.
</TABLE>
Exhibit Index
Exhibit
Number Description
3.1 Restated Certificate of Incorporation of the Company
filed as Exhibit 19.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1987, and hereby incorporated by reference.
3.2 By-Laws of the Company.
4.1 Indenture dated as of March 15, 1987, between the
Company and Continental Illinois National Bank and
Trust Company of Chicago filed as Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1987, and hereby incorporated
by reference.
4.2 Form of 8-1/8% Notes of the Company Due April 1,
1997, filed as Exhibit 4.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31,
1987, and hereby incorporated by reference.
4.3 Officers' Certificate setting forth terms of the
Company's $125,000,000 principal amount 7-3/8%
Debentures due September 1, 2023.
4.4 The Company's Agreement to furnish additional debt
instruments upon request by the Securities and
Exchange Commission filed as Exhibit 4.10 to the
Company's Annual Report on Form 10-K for 1980, and
hereby incorporated by reference.
4.5 Rights Agreement dated as of March 15, 1986, between
the Company and Harris Trust and Savings Bank filed
as Exhibit 4.14 to the Company's Annual Report on
Form 10-K for 1985, and hereby incorporated by
reference.
4.6 Amendment dated April 3, 1989, to Rights Agreement
between the Company and Harris Trust and Savings Bank
filed as Exhibit 2 to the Company's Current Report on
Form 8-K dated April 10, 1989, and hereby
incorporated by reference.
10.1* Third Amended and Restated Employment Agreement
entered as of December 30, 1986, between the Company
and Jack F. Reichert filed as Exhibit 10.6 to the
Company's Annual Report on Form 10-K for 1986 and
hereby incorporated by reference.
<PAGE>
10.2* Amendment dated October 24, 1989, to Employment
Agreement by and between the Company and Jack F.
Reichert filed as Exhibit 19.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1989 and hereby incorporated by
reference.
10.3* Supplemental Agreement to Employment Agreement dated
December 30, 1986, by and between the Company and
Jack F. Reichert filed as Exhibit 19.3 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1989, and hereby
incorporated by reference.
10.4* Amendment dated February 12, 1991 to Employment
Agreement by and between the Company and Jack F.
Reichert filed as Exhibit 10.4 to the Company's
Annual Report on Form 10-K for 1990 and hereby
incorporated by reference.
10.5* Amendment dated March 20, 1992 to Employment
Agreement by and between the Company and Jack F.
Reichert filed as Exhibit 10.5 to the Company's
Annual Report on Form 10-K for 1992 and hereby
incorporated by reference.
10.6* Amendment dated December 15, 1992 to Employment
Agreement by and between the Company and Jack F.
Reichert filed as Exhibit 10.6 to the Company's
Annual Report on Form 10-K for 1992 and hereby
incorporated by reference.
10.7* Employment Agreement dated as of June 1, 1989 by and
between the Company and John M. Charvat filed as
Exhibit 19.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1989,
and hereby incorporated by reference.
10.8* Amendment dated as of December 15, 1992 to Employment
Agreement by and between the Company and John M.
Charvat filed as Exhibit 10.8 to the Company's Annual
Report on Form 10-K for 1992 and hereby incorporated
by reference.
10.9* Supplemental Pension Plan filed as Exhibit 19.1 to
the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1989, and hereby incorporated
by reference.
<PAGE>
10.10* Form of Employment Agreement by and between the
Company and each of T. K. Erwin, W. R. McManaman, R.
T. McNaney, R. S. O'Brien, J. A. Schenk, D. M.
Yaconetti, W. J. Barrington, J. W. Dawson,
F. J. Florjancic, Jr., A. D. Fogel, J. W. Hoag, D. D.
Jones, and R. C. Sigrist filed as Exhibit 19.2 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1989, and hereby incorporated
by reference.
10.11* Amendment to Form of Employment Agreement filed as
Exhibit 10.11 to the Company's Annual Report on Form
10-K for 1992 and hereby incorporated by reference.
10.12* Form of Insurance Policy issued for the life of each
of the Company's officers, together with the
specifications for each of these policies, filed as
Exhibit 10.21 to the Company's Annual Report on Form
10-K for l980 and hereby incorporated by reference.
The Company pays the premiums for these policies and
will recover these premiums, with some exceptions,
from the policy proceeds.
10.13* Insurance policy issued by The Prudential Insurance
Company of America insuring all of the Company's
officers and certain other senior management
employees for medical expenses filed as Exhibit 10.23
to the Company's Annual Report on Form 10-K for 1980
and hereby incorporated by reference.
10.14* Form of Indemnification Agreement by and between the
Company and each of M. J. Callahan, J. P. Diesel,
D. E. Guinn, L. Herzel, G. D. Kennedy, B. K. Koken,
J. W. Lorsch, B. M. Musham, R. N. Rasmus, and
R. W. Schipke filed as Exhibit 19.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1986, and hereby incorporated by
reference.
10.15* Indemnification Agreement dated September 16, 1986,
by and between the Company and J. F. Reichert filed
as Exhibit 19.3 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1986,
and hereby incorporated by reference.
10.16* Form of Indemnification Agreement by and between the
Company and each of J. M. Charvat, T. K. Erwin, F. J.
Florjancic, Jr., W. R. McManaman, R. T. McNaney,
R. S. O'Brien, J. A. Schenk, and D. M. Yaconetti
filed as Exhibit 19.4 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September
30, 1986, and hereby incorporated by reference.
<PAGE>
10.17* Employment Agreement dated October 1, 1993 by and
between the Company and John P. Reilly.
10.18* Indemnification Agreement dated October 26, 1993 by
and between the Company and John P. Reilly.
10.19* 1991 Stock Plan filed as Exhibit A to the Company's
definitive Proxy Statement dated March 21, 1991 for
the Annual Meeting of Stockholders on April 24, 1991
and hereby incorporated by reference.
10.20* Change In Control Severance Plan filed as Exhibit
10.22 to the Company's Annual Report on Form 10-K for
1989 and hereby incorporated by reference.
10.21* Brunswick Performance Plan for 1993 filed as Exhibit
10.21 to the Company's Annual Report on Form 10-K for
1992 and hereby incorporated by reference.
10.22* Brunswick Performance Plan for 1994.
10.23* Brunswick Strategic Incentive Plan.
10.24* 1988 Stock Plan for Non-Employee Directors filed as
Exhibit B to the Company's definitive Proxy Statement
dated March 10, 1988 for the Annual Meeting of
Stockholders on April 27, 1988 and hereby
incorporated by reference.
10.25* 1994 Stock Option Plan for Non-Employee Directors
filed as Exhibit A to the Company's definitive Proxy
Statement dated March 25, 1994 for the Annual Meeting
of Stockholders on April 27, 1994 and hereby
incorporated by reference.
22.1 Subsidiaries of the Company.
25.1 Powers of Attorney.
*Management contract or compensatory plan or arrangement required
to be filed as an exhibit to this Annual Report on Form 10-K
pursuant to Item 14(c) of this Report.
<PAGE>
Exhibit 3.2
Brunswick Corporation
By-Laws
Article I
Offices
Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The corporation may also have offices in the City of Lake
Forest, State of Illinois, and at such other places as the board of directors
may from time to time determine or the business of the corporation may
require.
Article II
Meetings of Stockholders
Section 1. Meetings of stockholders may be held at such time and
place, within or without the State of Delaware, as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. An annual meeting of stockholders shall be held at such
time and on such day in the month of April or in such other month as the board
of directors may specify by resolution. At the annual meeting the stockholders
shall elect by a plurality vote of those stockholders voting at the meeting, by
ballot, a board of directors, and transact such other business as may properly
be brought before the meeting.
Section 3. Written notice of the annual meeting stating the place,
date and hour of meeting shall be given not less than ten nor more than sixty
days before the date of the meeting to each stockholder entitled to vote at
such meeting.
Section 4. At least ten days before every election of directors, a
complete list of the stockholders entitled to vote at said election arranged in
alphabetical order, shall be prepared or caused to be prepared by the
secretary. Such list shall be open at the place where the election is to be
held for said ten days, to the examination of any stockholder, and shall be
produced and kept at the time and place of election during the whole time
thereof, and subject to the inspection of any stockholder who may be present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the chairman of the board and shall be called
by the president or secretary at the request in writing of a majority of the
board of directors. Such request shall state the purpose or purposes of the
proposed meeting.
<PAGE>
Section 6. Written notice of a special meeting of stockholders
stating the place, date and hour of meeting, and the purpose or purposes for
which the meeting is called shall be given not less than ten nor more than
sixty days before the date of the meeting to each stockholder entitled to vote
at such meeting.
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the shares of the capital
stock of the corporation, issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall be requisite and shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation or by these by-laws. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified.
Section 9. When a quorum is present or represented at any meeting,
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the certificate of incorporation or of these by-laws, a
different vote is required, in which case such express provisions shall govern
and control the decision of such question.
Section 10. At any meeting of the stockholders every stockholder
having the right to vote shall be entitled to vote in person, or by proxy
appointed by an instrument in writing subscribed by such stockholder and
bearing a date not more than three years prior to said meeting, unless said
instrument provides for a longer period. Each stockholder shall have one vote
for each share of stock having voting power, registered in his name on the
books of the corporation. Except where the transfer books of the corporation
shall have been closed or a date shall have been fixed as a record date for the
determination of its stockholders entitled to vote, no share of stock shall be
voted on at any election for directors which shall have been transferred on the
books of the corporation within twenty days next proceeding such election of
directors.
Article III
Directors
Section 1. The number of directors shall be twelve but the number of
directors may, from time to time, be altered by amendment of these by-laws in
accordance with the certificate of incorporation.
Section 2. Subject to the rights of holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation, nominations for the election of directors may be made by the board
<PAGE>
of directors or committee appointed by the board of directors or by any
stockholder entitled to vote in the election of directors generally. However,
any stockholder entitled to vote in the election of directors generally may
nominate one or more persons for election as directors at a meeting only if
written notice of such stockholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid, to the secretary of the corporation not later than
(a) with respect to an election to be held at an annual meeting of stockholders,
ninety days prior to the anniversary date of the immediately preceding annual
meeting, and (b) with respect to an election to be held as a special meeting of
stockholders for the election of directors, the close of business on the tenth
day following the date on which notice of such meeting is first given to
stockholders. Each such notice shall set forth: (i) the name and address of
the stockholder who intends to make the nomination and of the person or persons
to be nominated; (ii) a representation that the stockholder is the holder of
record of stock of the corporation entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (iii) a description of all arrangements or
understandings between the stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (iv) such other information
regarding each nominee proposed by such stockholder as would be required to
be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (v) the consent of each nominee to
serve as a director of the corporation if so elected. The presiding officer
of the meeting may refuse to acknowledge the nomination of any person not made
in compliance with the foregoing procedure.
Section 3. The property and business of the corporation shall be
managed by its board of directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the certificate of incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.
Meetings of the Board of Directors
Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 5. The first meeting of each newly elected board shall be
held immediately after, and at the same place as, the annual meeting of
stockholders at which such board shall have been elected, for the purpose of
electing officers, and for the consideration of any other business that may
properly be brought before the meeting. No notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present.
Section 6. Regular meetings of the board of directors shall be held
on such dates, not less often than once each calendar quarter, as may be fixed
from time to time by resolution of the board of directors. No notice need be
given of such meetings, provided that notice of such resolution has been
furnished to each director. Such meetings shall be held at the Lake Forest
office of the corporation or at such other place as is stated in the notice of
the meeting. Upon the assent, given either verbally or in writing, of a
<PAGE>
majority of the whole board, any regular meeting may be cancelled, the time
changed, or may be held at such other place and time, as a majority of the
whole board may designate, either verbally or in writing, upon reasonable
notice given to each director, either personally or by mail or by telegram.
Section 7. Special meetings of the board of directors may be called
by the chairman of the board, or by the secretary on the written request of two
directors, to be held either at the Lake Forest office of the corporation or at
such other place as may be convenient and may be designated by the officer
calling the meeting. Reasonable notice of such special meeting shall be given
to each director, either personally or by mail or telegram; provided, that a
majority of the whole board of directors present at a meeting called by any of
said officers, in matters requiring prompt attention by the board, may hold a
valid meeting and transact business without the giving of notice to each
director as above provided.
Section 8. At all meetings of the board the presence of a majority of
the whole board shall be necessary and sufficient to constitute a quorum for
the transaction of business and the act of a majority of the directors present
at any meeting at which there is a quorum shall be the act of the board of
directors, except as may be otherwise specifically provided by statute or by
the certificate of incorporation or by these by-laws. If a quorum shall not be
present at any meeting of the board of directors the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Executive Committee
Section 9. (a) The board of directors of the corporation at the annual
or any regular or special meeting may, by resolution adopted by a majority of
the whole board, designate three or more directors, one of whom shall be either
the chairman of the board or the president of the corporation, to constitute an
executive committee. Vacancies in the executive committee may be filled at any
meeting of the board of directors. Each member of the executive committee
shall hold office until his successor shall have been duly elected, or until
his death, or until he shall resign or shall have been removed from office or
shall cease to be a director. Any member of the executive committee may be
removed by resolution adopted by a majority of the whole board of directors
whenever in its judgment the best interests of the corporation would be served
thereby. The compensation, if any, of members of the executive committee shall
be established by resolution of the board of directors.
(b) The executive committee shall have and may exercise all of the
authority of the board of directors in the management of the corporation,
provided such committee shall not have the authority of the board of directors
in reference to amending the certificate of incorporation, adopting a plan of
merger or consolidation with another corporation or corporations, recommending
to the stockholders the sale, lease, exchange, mortgage, pledge or other
disposition of all or substantially all of the property and assets of the
corporation if not made in the usual and regular course of its business,
recommending to the stockholders a voluntary dissolution of the corporation or
a revocation thereof, amending, altering or repealing the by-laws of the
corporation, electing or removing officers of the corporation or members of the
executive committee, fixing the compensation of officers, directors, or any
<PAGE>
member of the executive committee, declaring dividends, amending, altering or
repealing any resolution of the board of directors which by its terms provides
that it shall not be amended, altered or replaced by the executive
committee, the acquisition or sale of companies, businesses or fixed
assets where the fair market value thereof or the consideration therefor
exceeds $10,000,000, authorizing the issuance of any shares of the corporation,
or authorizing the creation of any indebtedness for borrowed funds, in excess
of $2,000,000.
(c) The executive committee shall have power to authorize the seal of
the corporation to be affixed to all papers which may require it. Minutes of
all meetings of the executive committee shall be submitted to the board of
directors of the corporation at each meeting following a meeting of the
executive committee. The minute books of the executive committee shall at all
times be open to the inspection of any director.
(d) The executive committee shall meet at the call of the chairman of
the executive committee, chairman of the board, the president, or any two
members of the executive committee. Three members of the executive committee
shall constitute a quorum for the transaction of business and the act of a
majority of those present shall constitute the act of the committee.
Audit Committee
Section 10. (a) The board of directors of the corporation at the
annual or any regular or special meeting shall, by resolution adopted by a
majority of the whole board, designate three or more independent directors to
constitute an audit committee and appoint one of the directors so designated as
the chairman of the audit committee. Membership on the audit committee shall
be restricted to those directors who are independent of the management of the
corporation and are free from any relationship that, in the opinion of the
corporation's board of directors, would interfere with the exercise of
independent judgment as a member of the committee. Vacancies in the committee
may be filled at any meeting of the board of directors. Each member of the
committee shall hold office until his successor shall have been duly elected,
or until his death, or until he shall resign or shall have been removed from
the audit committee by the board or shall cease to be a director. Any member
of the audit committee may be removed from the committee by resolution adopted
by a majority of the whole board of directors whenever in its judgment (1) such
person is no longer an independent director or free from any relationship with
the corporation or any of its officers prohibited by this section, or (2) the
best interests of the corporation would be served thereby. The compensation,
if any, of members of the committee shall be established by resolution of the
board of directors.
(b) The audit committee shall be responsible for recommending to the
board of directors the appointment or discharge of independent auditors,
reviewing with management and the independent auditors the terms of engagement
of independent auditors, including the fees, scope and timing of the audit and
any other services rendered by such independent auditors; reviewing with
independent auditors and management the corporation's policies and procedures
with respect to internal auditing, accounting and financial controls, and
dissemination of financial information; reviewing with management, the
independent auditors and the internal auditors, the corporation's financial
statements, audit results and reports and the recommendations made by the
<PAGE>
auditors with respect to changes in accounting procedures and internal
controls; reviewing the results of studies of the corporation's system of
internal accounting controls; and performing any other duties or functions
deemed appropriate by the board of directors. The committee shall have such
powers and rights as may be necessary or desirable to fulfill these
responsibilities including, the power and right to consult with legal
counsel and to rely upon the opinion of such legal counsel. The audit
committee is authorized to communicate directly with the corporation's
financial officers and employees, internal auditors and independent auditors on
such matters as it deems desirable and to have the internal auditors and
independent auditors perform such additional procedures as it deems
appropriate. The audit committee shall periodically report to the board of
directors on its activities.
(c) Minutes of all meetings of the audit committee shall be submitted
to the board of directors of the corporation. The minute books of the
committee shall at all times be open to the inspection of any director.
(d) The audit committee shall meet at the call of its chairman or any
two members of the committee. Two members of the audit committee shall
constitute a quorum for the transaction of business and the act of a majority
of those present, but no less than two members, shall constitute the act of the
committee.
Compensation Committee
Section 11. (a) The board of directors of the corporation at the
annual or any regular or special meeting shall, by resolution adopted by a
majority of the whole board, designate three or more directors to constitute a
compensation committee and appoint one of the directors so designated as the
chairman of the compensation committee. Membership on the compensation
committee shall be restricted to disinterested persons which for this purpose
shall mean any director, who, during the time he is a member of the
compensation committee is not eligible, and has not at any time within one year
prior thereto been eligible, for selection to participate in any of the
compensation plans administered by the compensation committee, except for the
1988 Stock Plan for Non-Employee Directors. Vacancies in the committee may be
filled at any meeting of the board of directors. Each member of the committee
shall hold office until his successor shall have been duly elected, or until
his death or resignation, or until he shall have been removed from the
committee by the board of directors, or until he shall cease to be a director
or a disinterested person. Any member of the compensation committee may be
removed by resolution adopted by a majority of the whole board of directors
whenever in its judgment the best interests of the corporation would be served
thereby. A majority of the compensation committee shall constitute a quorum
and an act of the majority of the members present at any meeting at which a
quorum is present, or an act approved in writing by each of the members of the
committee without a meeting, shall be the act of the compensation committee.
The compensation, if any, of members of the committee shall be established by
resolution of the board of directors.
(b) The compensation committee shall administer the CEO Incentive
Plan, Brunswick Performance Plan, Strategic Incentive Plan, 1971 Stock Option
Plan, 1984 Restricted Stock Plan, 1988 Stock Plan for Non-Employee Directors,
1991 Stock Plan, and Supplemental Pension Plan. The compensation committee
shall have the power and authority vested in it by any plan of the corporation
<PAGE>
which the committee administers. The compensation committee shall from time
to time recommend to the board of directors the compensation of the officers
of the corporation except for assistant officers whose compenation shall be
fixed by the officers of the corporation. The compensation committee shall
also make recommendations to the board of directors with regard to the
compensation of the board of directors and its committees except the
compensation committee.
Nominating Committee
Section 12. (a) The board of directors of the corporation at the
annual or any regular or special meeting shall, by resolution adopted by a
majority of the whole board, designate three or more directors to constitute a
nominating committee and appoint one of the directors so designated as the
chairman of the nominating committee. The majority of the members of the
nominating committee shall be persons who are not, during the time they are
members of the nominating committee, either officers or employees of the
corporation. Vacancies in the committee may be filled at any meeting of the
board of directors. Each member of the committee shall hold office until his
successor shall have been duly elected, or until his death or resignation, or
until he shall have been removed from the committee by the board of directors,
or until he shall cease to be a director. Any member of the nominating
committee may be removed by resolution of the whole board of directors whenever
in its judgment the best interests of the corporation would be served thereby.
A majority of the nominating committee shall constitute a quorum and an act of
the majority of the members present at any meeting at which a quorum is
present, or an act approved in writing by each of the members of the committee
without a meeting, shall be the act of the nominating committee. The
compensation, if any, of members of the committee shall be established by
resolution of the board of directors.
(b) Before the annual meeting of the stockholders of the corporation,
and before any special meeting of stockholders at which directors are to be
elected, the nominating committee shall recommend to the board of directors the
names of individuals for submission to the stockholders in the corporation's
proxy material as the board's nominees for election as directors of the
corporation for which the board is soliciting proxies. From time to time, the
nominating committee shall make recommendations to the board of nominees to
fill vacancies on the board of directors as they occur. The nominating
committee shall also, from time to time, consider and make recommendations to
the board with regard to increases or decreases in the size of the board.
(c) Nothing in this by-law is intended to prevent any individual
director from making a recommendation of a person to be a director of the
corporation either to the nominating committee or to the board.
Other Committees
Section 13. The board of directors may from time to time create and
appoint such committees in addition to the executive, audit, compensation and
nominating committees as it deems desirable. Each additional committee shall
bear such designation, shall have such powers and shall perform such duties, not
inconsistent with these by-laws or with law, as may be assigned to it by the
<PAGE>
board of directors; provided that no such additional committee may exercise the
powers of the board of directors in the management of the business and affairs
of the corporation except such as shall be expressly delegated to it. The
board of directors shall have the power to change the members of any such
additional committee at any time, to fill vacancies, and to discharge any such
additional committee at any time. The compensation, if any, of members of any
such committee shall be established by resolution of the board of directors.
Compensation of Directors
Section 14. Directors shall receive such fees and reimbursement of
reasonable expenses as may be fixed from time to time by resolution of the
board. Members of special or standing committees shall also be allowed such
fees and reimbursements for reasonable expenses in connection with service on
such committees as may from time to time be fixed by resolution of the board.
Such fees may be fixed on the basis of meetings attended or on an annual basis
or both and may be payable currently or deferred.
Action by Written Consent
Section 15. Any action required or permitted to be taken at any
meeting of the board of directors or of any committee thereof may be taken
without a meeting if all members of the board or committee, as the case may be,
consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the board or committee.
Action by Telephone or Other Communications Equipment
Section 16. Directors may participate in a meeting of the board or
any committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this section shall
constitute presence in person at such meeting.
Alternate Committee Members
Section 17. The board of directors may designate one or more
directors as alternate members of any committee, any of whom may be selected by
the chairman of a committee to replace any absent or disqualified member at any
meeting of a committee. In the absence or disqualification of a member of a
committee and of the alternate members of such committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
such member or members constitutes a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in place of any such
absent or disqualified member.
<PAGE>
Article IV
Notices
Section 1. Except as may be otherwise provided for in these by-laws,
whenever under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, notice is required to be given to any
director or stockholder, it shall not be construed to mean personal notice, but
such notice may be given in writing, by mail, addressed to such director or
stockholder at such address as appears on the books of the corporation, and
such notice shall be deemed to be given at the time when the same shall be
mailed. Notice to directors may also be given by telegram or telex.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation, or of these
by-laws, a waiver thereof in writing signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.
Article V
Officers
Section 1. The officers of the corporation shall be elected by the
board of directors and shall be a chairman of the board, a president, one or
more vice presidents, a secretary, a treasurer and a general counsel. The
board of directors may also elect a senior vice president, an executive vice
president, a controller and one or more assistant vice presidents, assistant
secretaries, assistant treasurers and assistant general counsels. Two or more
offices may be held by the same person, except as where the offices of
president and secretary are held by the same person, such person shall not hold
any other office.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall elect a chairman of the board from among
the directors, and shall elect a president, one or more vice presidents, a
secretary and a treasurer, none of whom need be a member of the board.
Section 3. The board of directors may elect such other officers as it
shall deem necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time
to time by the board.
Section 4. The board of directors shall fix the salaries of all
officers of the corporation, except that the salaries of the assistant vice
presidents, assistant secretaries, and assistant treasurers may be fixed by the
chairman of the board or the president of the corporation.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by
the board of directors may be removed at any time by the affirmative vote of a
majority of the whole board of directors. Any vacancy occurring in any office
of the corporation by death, resignation, removal or otherwise shall be filled
by the board of directors.
<PAGE>
The Chairman of the Board
Section 6. The chairman of the board shall be the chief executive
officer of the corporation and, subject to the board of directors and the
executive committee, shall be in general charge of the affairs of the
corporation. He shall preside at all meetings of the stockholders and the
board of directors and shall see that all orders and resolutions of the board
of directors are carried into effect. He shall possess such powers and perform
such duties as usually appertain to the chief executive officer in business
corporations.
The President
Section 7. The president, subject to the direction of the chairman of
the board, shall be the chief operating officer and shall have general charge
of all operations of the corporation and of such related staff functions as the
chairman of the board shall designate from time to time. In the absence of the
chairman of the board, he shall preside at all meetings of the stockholders and
the board of directors.
The Executive Vice President
Section 8. The executive vice president shall exercise such
supervision over the business and affairs of the corporation as shall be
prescribed from time to time by the board of directors or by the president. In
the absence or disability of the president, and unless otherwise determined by
the board of directors, the executive vice president shall perform the duties
and exercise the powers of the president.
The Vice Presidents
Section 9. The vice presidents shall perform such duties and have
such powers as the board of directors may from time to time prescribe.
The Secretary and Assistant Secretaries
Section 10. The secretary shall attend all meetings of the board of
directors, the executive committee, and all meetings of the stockholders, and
shall record all of the proceedings of said meetings in books to be kept for
that purpose, and shall perform like duties for the standing committees when
required. The secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of directors,
and shall perform such other duties as may be prescribed by the board of
directors or the chairman of the board, under whose supervision the secretary
shall be. The secretary may sign with the president or a vice president, in
the name of the corporation, all contracts and instruments of conveyance
authorized by the board of directors, and the secretary shall keep in safe
custody the seal of the corporation and, when authorized by the board of
directors, affix the same to any instrument requiring it and, when so affixed,
it shall be attested by the signature of the secretary or an assistant
secretary, and the secretary shall in general perform all the duties incident
<PAGE>
to the office of secretary. The secretary shall have charge of the stock
certificate books, transfer books and stock ledgers; provided, however, that
the secretary may employ corporate transfer agents and registrars whom the
ecretary reasonably believes to be financially responsible and competent in the
performance of their duties to maintain such stock certificate books, transfer
books and stock ledgers and such other books and paper as may be appropriate
and all of such records may be kept either in the form of writings, punch
cards, magnetic tape, photographs, micro-photographs or any other information
storage device as appropriate, so long as the form of such records is designed
to allow reasonably prompt and appropriate access thereto and retrieval of
information in clearly legible form therefrom.
Section 11. An assistant secretary shall, in the absence or
disability of the secretary, perform the duties and exercise the powers of the
secretary. The assistant secretaries shall perform such other duties and have
such other powers as the board of directors may from time to time prescribe.
The Treasurer and Assistant Treasurers
Section 12. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the board of
directors. The board of directors, in its discretion, may delegate its
responsibilities regarding the designation of depositories contained in this
section to any officer or officers of the corporation. The treasurer shall in
general perform all the duties incident to the office of the treasurer.
Section 13. He shall be responsible for the disbursement of the funds
of the corporation and shall take proper vouchers for such disbursements, and
upon the request of the president or the board of directors, shall render an
account of all his transactions as treasurer and of the financial condition of
the corporation.
Section 14. If required by the board of directors, he shall give the
corporation a bond, which shall be renewed regularly, in such sum and with such
surety or sureties as shall be satisfactory to the board of directors for the
faithful performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
Section 15. The assistant treasurers, unless otherwise determined by
the board of directors, shall, in the absence or disability of the treasurer,
perform the duties and exercise the powers of the treasurer. They shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.
<PAGE>
The Controller
Section 16. The controller shall maintain adequate records of all
assets, liabilities, and other financial transactions of the corporation and,
in general, shall perform all the duties ordinarily connected with the office
of controller and such other duties as, from time to time, may be assigned to
him by the board of directors or the president.
The General Counsel and Assistant General Counsels
Section 17. The general counsel shall be in charge of the law
department and patent functions, shall supervise all legal matters affecting
the corporation and render all necessary advice in connection therewith and
shall give such legal advice as may be appropriate to the directors, officers
and employees of the corporation. He may retain such law firms and other legal
counsel who are not employees of the corporation as he considers desirable for
the purpose of effectively carrying out his duties as general counsel.
Section 18. The assistant general counsels shall perform such duties
and have such powers as the board of directors may from time to time
prescribe.
Article VI
Indemnification of Directors and Officers
Section 1. The corporation may indemnify to the fullest extent that
is lawful, any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (including an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines, taxes,
penalties and amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding.
Section 2. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not he would be entitled to indemnity against the same liability
under the provisions of this article.
Section 3. The corporation may enter into an indemnity agreement with
any director, officer, employee or agent of the corporation, upon terms and
conditions that the board of directors deems appropriate, as long as the
provisions of the agreement are not inconsistent with this article.
<PAGE>
Article VII
Certificates of Stock
Section 1. Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by the
chairman of the board, the president or a vice president and the treasurer or
an assistant treasurer, or the secretary or an assistant secretary of the
corporation, certifying the number of shares owned by him in the corporation.
If the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, designations, preferences and relative,
participating, optional and other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions or such
preferences and rights shall be set forth in full or summarized on the face or
back of the certificate which the corporation shall issue to represent such
class or series of stock; provided, however, that, to the full extent allowed
by law, in lieu of the foregoing requirements, there may be set forth on the
face or back of the certificate which the corporation shall issue to represent
such class or series of stock, a statement that the corporation will furnish
without charge to each stockholder who so requests the designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and rights.
Section 2. If such certificate is countersigned (1) by a transfer
agent, or (2) by a registrar, any other signature on the certificate may be a
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent, or registrar at the date of issue.
Lost Certificates
Section 3. The board of directors may authorize the transfer agents
and registrars of the corporation to issue and register, respectively, new
certificates in place of any certificates alleged to have been lost, stolen or
destroyed, and in its discretion and as a condition precedent to the issuance
thereof, may prescribe such terms and conditions as it deems expedient, and may
require such indemnities as it deems necessary to protect the corporation and
said transfer agents and registrars.
Transfers of Stock
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
<PAGE>
Fixing Record Date
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for
the adjourned meeting.
Registered Stockholders
Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the party of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
Article VIII
General Provisions
Dividends
Section 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation,if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
Section 3. The board of directors shall present at each annual
meeting and when called for by vote of the stockholders at any special meeting
of the stockholders, a full and clear statement of the business and condition
of the corporation.
<PAGE>
Checks
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate. The board
of directors, in its discretion, may delegate its responsibilities contained in
this section to any officer or officers of the corporation.
Fiscal Year
Section 5. The fiscal year of the corporation shall begin on the
first day of January, and terminate on the thirty-first day of December, in
each year.
Seal
Section 6. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Incorporated
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
Article IX
Tennessee Authorized Corporation Protection Act
Section 1. This corporation shall be subject to Section 24(a) of
Chapter 30 of the Tennessee Business Corporation Act.
Article X
Amendments
Section 1. The holders of shares of capital stock of the corporation
entitled at the time to vote for the election of directors shall have the power
to adopt, alter, amend, or repeal the by-laws of the corporation by vote of
such percentage of such shares as is required by the Certificate of
Incorporation, or if no percentage is specified by the Certificate of
Incorporation, by vote of not less than 66-2/3% of such shares. The board of
directors shall also have the power to adopt, alter, amend or repeal the
by-laws of the corporation by vote of such percentage of the entire board as is
required by the Certificate of Incorporation, or if no percentage is specified
by the Certificate of Incorporation, by vote of not less than a majority of the
entire board.
<PAGE>
Exhibit 4.3
Officers' Certificate
We, the undersigned, being respectively Vice
President-Finance and Secretary of Brunswick Corporation (the
"Company"), do hereby deliver this Officers' Certificate to
Continental Bank, National Association (the "Trustee") pursuant to
Sections 2.01 and 2.03 of the Indenture dated as of March 15, 1987
(the "Indenture"), between the Company and the Trustee, to
establish the terms and provisions of a series of securities
("Securities") to be issued under the Indenture; the Securities of
such series shall include the following terms and provisions (all
words capitalized in this Officers' Certificate which are defined
in the Indenture have the meanings ascribed to them in the
Indenture):
1. The title of the Securities of such series shall be:
7-3/8% Debentures Due September 1, 2023 ("Debentures").
2. The Debentures of such series may be authenticated
and delivered under the Indenture up to the aggregate
principal amount of $125,000,000 (except for Debentures of
such series authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other
Debentures of such series under Sections 2.05, 2.06, 2.07,
11.04, and 12.02 of the Indenture).
3. The principal of the Debentures of such series shall
be payable on September 1, 2023, unless payable prior to such
date upon the declaration of acceleration of their maturity
in accordance with Section 7.01 of the Indenture.
4. The Debentures of such series shall bear interest at
the rate of 7-3/8% per annum; such interest shall accrue from
the most recent date to which interest has been paid or, if
no such interest has been paid, from September 1, 1993; such
interest shall be payable semi-annually on March 1 and
September 1 in each year to the Person in whose name such
Debentures were registered on the February 15 or August 15
preceding each such date, respectively.
5. The currency in which the principal amount of and
interest on the Debentures of such series shall be paid, and
with which they shall be purchased, shall be United States
Dollars.
6. Principal of the Debentures of such series shall be
payable, they may be presented for registration of transfer
and for exchange, and notices to or upon the Company in
respect of such Debentures may be served, at the offices and
agencies of the Company named in Section 5.02 of the
Indenture, and at the offices of the Company in Lake Forest,
Illinois.
<PAGE>
Holders must present Debentures of such series to the
Company or the Trustee to collect payments of principal of the
Debentures of such series. Interest on each Debenture of such
series will be paid by check mailed to the registered holder
thereof at the registered address of such holder.
7. The Debentures of such series shall not be
redeemable.
In Witness Whereof, this Officers' Certificate has been
executed and delivered this 25th day of August, 1993.
William R. McManaman
Vice President-Finance
Dianne M. Yaconetti
Secretary
<PAGE>
Exhibit 10.17
Employment Agreement
This Agreement, made and entered into as of October 1,
1993, by and between John P. Reilly (the "Executive") and
Brunswick Corporation, a Delaware corporation (the "Company");
Witnesseth That:
Whereas, the parties desire to enter into this Agreement
pertaining to the employment of the Executive by the Company;
Now, Therefore, in consideration of the mutual covenants
and agreements set forth below, it is hereby covenanted and
agreed by the Executive and the Company as follows:
1. Positions and Employment Period. The Company hereby
employs the Executive as President and Chief Operating Officer,
and the Executive hereby agrees to remain in the employ of the
Company in such capacity, for the period beginning on October 1,
1993 and ending on December 31, 1994 (the "Employment Period").
2. Performance of Duties. The Executive agrees that
during the Employment Period he shall devote his best efforts
and full business time exclusively to the business affairs of
the Company and its subsidiaries and shall perform his duties
faithfully and efficiently, subject to the direction of the
Company's Chairman and Chief Executive Officer. The Executive,
however, may become a director of other corporations and engage
in charitable, civic and other similar pursuits to the extent
that such activities do not interfere with his devoting his best
efforts to his duties to the Company.
3. Compensation. Subject to the terms of this Agreement,
during the Employment Period, the Company shall compensate the
Executive for his services as follows:
(a) He shall receive a base salary of $425,000 per annum,
payable biweekly in accordance with Company practice
and subject to all normal deductions and withholdings.
(b) He shall be entitled to a bonus from the Company
payable as of October 1, 1994 in the amount of
$425,000 or, if earlier, upon a Change in Control (as
defined in the Company's 1991 Stock Plan).
(c) He shall be entitled to life insurance death benefit
coverage in an amount equal to $1,487,500 (3-1/2 times
base salary).
<PAGE>
(d) He shall be a participant, to the extent that he meets
all conditions of general applicability, in any and
all employee benefit plans maintained by the Company
from time to time to provide accident, medical,
hospital or retirement benefits for its senior
executives or for its salaried employees generally,
including, without limitation, any pension, 401(k) or
employee stock ownership plan.
(e) He shall be reimbursed in accordance with the
Company's regular policies for all reasonable expenses
for entertainment, traveling, meals and lodging
incurred in promoting the Company's business.
(f) He shall be reimbursed for the cost of regular
periodic membership fees and dues accruing during the
Employment Period in connection with his membership in
The Knollwood Club, Lake Forest, Illinois.
(g) He shall be entitled to the use of a Company
automobile and shall be entitled to tax gross-up
payments in such amounts as the Company reasonably
determines are sufficient, after payment of all
Federal and state income taxes thereon, to reimburse
the Executive for the Federal and state income taxes
payable with respect to such usage.
(h) He shall be entitled to executive tax planning
services paid for by the Company for senior executives
for (i) up to $7,500 per year for tax return
preparation services for his tax returns for each of
1993 and 1994, and (ii) up to $3,000 for financial and
estate planning services during the employment period.
(i) He shall receive a grant under the Company's 1991
Stock Plan of shares of restricted stock (rounded to
the nearest full share) with a fair market value on
the date of grant of $212,500 (50% of base salary),
which shares shall be subject to a five year
restriction period, and he shall receive a stock
option grant under such plan to acquire shares
(rounded to the nearest full share) of the Company's
common stock which options have a value calculated as
one-third of the fair market value of such shares on
the date of grant equal to $106,250 (25% of base
salary). In each such case, the date of grant shall
be October 29, 1993. Such options shall have an
exercise price per share equal to the fair market
value of a share of common stock on the date of grant
and shall become exercisable in cumulative
installments of 30% on October 29, 1994, 30% on
October 29, 1995 and 40% on October 29, 1996. The
terms of such restricted stock and stock option grants
<PAGE>
shall provide that, in the event of a Change in
Control, all restrictions on such restricted stock
shall lapse, and any stock option that has been
outstanding for at least six months shall be
immediately exercisable.
4. Termination. In the event that the Company terminates
the Executive's employment during the Employment Period but
prior to a Change in Control for any reason other than Cause (as
defined below), or in the event that the Company fails to offer
the Executive a contract for continued employment commencing on
January 1, 1995 at a base salary of no less than $425,000 and
incentive opportunities to earn a total rate of compensation no
less favorable in the aggregate than the rate of compensation
payable under this Agreement, the Executive shall be entitled to
a lump sum payment of $425,000 which shall be payable as soon as
practicable after the Executive's termination of employment or
as soon as practicable after January 1, 1995, as the case may
be. Such amount shall be in lieu of all other compensation or
benefits from the Company (other than unpaid salary and benefits
accrued and earned by the Executive prior to the effective date
of such termination). In the event of the Executive's death or
resignation or the termination of the Executive's employment by
the Company for Cause, the Executive shall be entitled to no
further compensation or benefits from the Company (other than
unpaid salary and benefits accrued and earned by him prior to
the effective date of such termination). For purposes of this
Agreement, the term "Cause" means the Executive's willful
misconduct or gross negligence in the performance of duties
contemplated by this Agreement or the Executive's inability to
adequately perform the duties contemplated by this Agreement for
a period of six consecutive months by reason of a physical or
mental disability. Notwithstanding the foregoing provisions of
this paragraph, in the event of the Executive's termination of
employment for any reason, the Compensation Committee of the
Company's Board of Directors may, but shall not be required to,
release the restrictions on any shares of restricted stock then
held by the Executive and accelerate the vesting of any stock
options then held by the Executive and, if such termination
occurs prior to October 1, 1994, may, but shall not be required
to, authorize payment of a pro rata portion of the bonus that
would otherwise be payable as of October 1, 1994.
5. Change in Control. In the event of a Change in
Control (as defined in the Company's 1991 Stock Plan):
(a) the Employment Period shall be automatically extended
to the third anniversary of the date of the Change in
Control and, during such extended Employment Period,
the Executive shall be entitled to a base salary of no
less than $425,000, employee benefits and perquisites
no less favorable than those in effect on the date of
<PAGE>
the Change in Control, and opportunities to receive
incentive compensation at least equal to the incentive
compensation provided under this Agreement;
(b) the Executive shall be entitled to an accelerated
payment of his bonus to the extent provided in
paragraph 3(b) above and accelerated vesting of his
restricted stock and stock options to the extent
provided in paragraph 3(i) above;
(c) if, after such Change in Control and prior to the end
of the extended Employment Period, the Company
terminates the Executive for any reason other than
Cause (as defined in paragraph 4 above) or the
Executive resigns for Good Reason (as defined below),
the Executive shall be entitled to a lump sum payment
within ten days of such termination or resignation
equal to $2,550,000 (three times the amount of the
Executive's annual rate of salary and bonus);
(d) if the Executive resigns from the employ of the
Company during the six-month period after such Change
in Control for any reason other than Good Reason, the
Executive shall be entitled to a lump sum payment
(within ten days of such resignation) equal to
$1,700,000 (two times the amount of the Executive's
annual rate of salary and bonus); and
(e) the Executive shall be entitled to a tax gross-up
payment in such amount as the Company reasonably
determines is sufficient, after payment of all Federal
and state income taxes and Federal excise taxes
thereon, to reimburse the Executive for the amount of
any Federal excise taxes payable by the Executive
under section 4999 of the Internal Revenue Code of
1986, as amended.
For purposes of this Agreement, the term "Good Reason" means:
(i) a significant change in the nature or scope of the
Executive's authorities or duties from those described
in paragraphs 1 and 2 above, a reduction in total
compensation from that provided in paragraph 3 above,
or the material breach by the Company of any other
provision of this Agreement;
(ii) a reasonable determination by the Executive that, as a
result of a Change in Control and a change in
circumstances thereafter significantly affecting his
position, he is unable to exercise the authorities,
powers, functions or duties attached to his position
and contemplated by paragraphs 1 and 2 above; or
<PAGE>
(iii) the relocation of the Executive's office to a location
more than fifty miles from the location of his office
immediately prior to the Change in Control.
6. Noncompetition and Confidentiality. During his
employment by the Company and for a period of three years after
termination of his employment (whether voluntary or
involuntary), the Executive shall not directly or indirectly be
employed or retained by, or render any services for, or be
financially interested in any manner in any person, firm or
corporation engaged in any business, which at the particular
time is competitive in any way with any business in which the
Company or any of its subsidiaries or affiliates was engaged
(including any program of development or research) during the
Executive's employment, if, but only if, such employment or
activity is likely to cause, or causes, material damage to the
Company or any of its subsidiaries or affiliates. During and
after his employment, the Executive will not divulge or
appropriate to his own use or to the use of others any secret or
confidential information or knowledge pertaining to the business
of the Company or any of its subsidiaries or affiliates obtained
by him during such employment. The Executive acknowledges that
the Company would be irreparably injured by a violation of the
foregoing provisions of this paragraph 6, and he agrees that the
Company, in addition to any other remedies available to it for
such breach or threatened breach, shall be entitled to a
preliminary injunction, temporary restraining order, or other
equivalent relief, restraining the Executive from any actual or
threatened breach of such provisions. If a bond is required to
be posted in order for the Company to secure an injunction or
other equitable remedy, the parties agree that said bond need
not be more than a nominal sum. The Executive acknowledges that
the foregoing provisions are reasonable and are required to
protect the legitimate interests of the Company, and represents
that such provisions will not operate as a bar to the
Executive's sole means of support or prevent the Executive from
obtaining employment to which he is suited by experience and
training.
7. Nonalienation. The interests of the Executive under
this Agreement are not subject to the claims of his creditors,
and may not otherwise be voluntarily or involuntarily assigned,
alienated or encumbered.
8. Amendment. This Agreement may be amended or cancelled
only by mutual agreement of the parties in writing without the
consent of any other person. So long as the Executive lives, no
person, other than the parties hereto, shall have any rights
under or interest in this Agreement or the subject matter
hereof.
9. Applicable Law. The provisions of this Agreement
shall be construed in accordance with the internal laws of the
<PAGE>
State of Illinois, without regard to the conflict of law
provisions of any state.
10. Severability. The invalidity or unenforceability of
any provision of this Agreement will not affect the validity or
enforceability of any other provision of this Agreement, and
this Agreement will be construed as if such invalid or
unenforceable provision were omitted (but only to the extent
that such provision cannot be appropriately reformed or
modified).
11. Waiver of Breach. No waiver by the Company or the
Executive of a breach of any provision of this Agreement by the
other party, or of compliance with any condition or provision of
this Agreement to be performed by such other party, will operate
or be construed as a waiver of any subsequent breach by such
other party or any similar or dissimilar provisions and
conditions at the same or any prior or subsequent time. The
failure of any party to take any action by reason of any such
breach will not deprive such party of the right to take action
at any time while such breach continues.
12. Successors. This Agreement shall be binding upon, and
inure to the benefit of, the Company and its successors and
assigns and upon any person acquiring, whether by merger,
consolidation, purchase of assets or otherwise, all or
substantially all of the Company's assets and business.
13. Notices. Notices and all other communications in
connection with this Agreement shall be in writing and shall be
delivered personally or sent by registered or certified mail,
return receipt requested, postage prepaid, to the parties at the
addresses set forth below:
to the Company:
Brunswick Corporation
One N. Field Court
Lake Forest, Illinois 60045-4811
or to the Executive:
John P. Reilly
644 Spruce
Lake Forest, Illinois 60045
All notices to the Company shall be directed to the attention of
the Chairman of the Board of the Company, with a copy to the
Secretary of the Company. Each party, by written notice
furnished to the other party, may modify the applicable delivery
<PAGE>
address, except that notice of a change of address shall be
effective only upon receipt.
14. Resolution of Disputes. Any controversy or claim
arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in the City of Chicago
in accordance with the laws of the State of Illinois by three
arbitrators, one of whom shall be appointed by the Company, one
by the Executive, and the third by the other two. If the other
two arbitrators cannot agree on the appointment of a third
arbitrator, or if either party fails to appoint an arbitrator,
then such arbitrator shall be appointed by the Chief Judge of
the United States Court of Appeals for the Seventh Circuit. The
arbitration shall be conducted in accordance with the rules of
the American Arbitration Association, except with respect to the
selection of arbitrators which shall be as provided in this
paragraph 15. Judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction
thereof. In the event that it shall be necessary or desirable
for the Executive to retain legal counsel or incur other costs
and expenses in connection with the enforcement of any and all
of his rights under this Agreement, he shall be entitled to
recover from the Company reasonable attorney's fees and costs
and expenses incurred by him in connection with the enforcement
of those rights. Payments shall be made to the Executive by the
Company at the time these attorney's fees and costs and expenses
are incurred by the Executive. If, however, the arbitrators
should later determine that under the circumstances it was
unjust for the Company to have made any of these payments of
attorney's fees and costs and expenses to the Executive, he
shall repay them to the Company in accordance with the order of
the arbitrators. Any award of the arbitrators shall include
interest at a rate or rates considered just under the
circumstances by the arbitrators.
15. Survival of Agreement. Except as otherwise expressly
provided in this Agreement, the rights and obligations of the
parties to this Agreement shall survive the termination of the
Executive's employment with the Company.
16. Entire Agreement. Except as otherwise noted herein,
this Agreement constitutes the entire agreement between the
parties concerning the subject matter hereof and supersedes all
prior and contemporaneous agreements, if any, between the
parties relating to the subject matter hereof.
In Witness Thereof, the Executive has hereunto set his
hand, and the Company has caused these presents to be executed
<PAGE>
in its name and on its behalf, and its corporate seal to be
hereunto affixed, all as of the day and year first above
written.
/s/ J. P. Reilly
Executive
Brunswick Corporation
By /s/ Jack F. Reichert
Its Chairman and CEO
Attest:
/s/ D. M. Yaconetti
Its Secretary
(Seal)
<PAGE>
Exhibit 10.18
Indemnification Agreement
Agreement, made and entered into as of October 26, 1993 by
and between Brunswick Corporation, a Delaware corporation (the
"Corporation"), and John P. Reilly ("Indemnitee").
Whereas, the Corporation is a Delaware corporation;
Whereas, at the request of the Corporation, Indemnitee
currently serves as a director and officer of the Corporation and
may, therefore, be subjected to claims, suits or proceedings
arising as a result of his service;
Whereas, as an inducement to Indemnitee to continue to serve
as a director or officer, the Corporation has agreed to indemnify
Indemnitee against expenses and costs incurred by Indemnitee in
connection with any such claims, suits or proceedings, to the
fullest extent that is lawful; and
Whereas, the parties by this Agreement desire to set forth
their agreement regarding indemnification.
Now, Therefore, the parties agree as follows:
1. Acts of Omissions Covered By This Agreement. This
Agreement shall cover any act or omission by an Indemnitee which
(i) occurs or is alleged to have occurred by reason of his being or
having been a director or officer, (ii) occurs or is alleged to
have occurred before, during or after the time when the Indemnitee
served as a director or officer and (iii) gives rise to, or is the
direct or indirect subject of a claim in any threatened, pending or
completed action, suit or proceeding at any time or times whether
during or after his service as a director or officer.
<PAGE>
2. Indemnity.
(a) The Corporation hereby agrees to indemnify, and keep
indemnified in accordance with, and to the fullest
extent permitted by the Corporation's charter and
that is lawful, and regardless of any by-law
provision to the contrary, Indemnitee, from and
against any expenses (including attorney's fees),
judgments, fines, taxes, penalties and amounts paid
in settlement actually and reasonably incurred by
Indemnitee in connection with any threatened,
pending or completed action, suit or proceeding,
whether civil, criminal, administrative or
investigative, by reason of the fact that he is or
was a director or officer of the Corporation or is
or was serving at the request of the Corporation as
a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or
other enterprise and whether or not such action is
by or in the right of the Corporation or that other
corporation, partnership, joint venture, trust or
other enterprise with respect to which the
Indemnitee serves or has served.
(b) Despite anything to the contrary in subsection (a),
the Corporation agrees to indemnify Indemnitee in a
suit or proceeding initiated by the Indemnitee only
<PAGE>
if the Indemnitee acted with the authorization of
the Corporation in initiating that suit or
proceeding. However, an arbitration proceeding
brought under Section 8 shall not be subject to this
subsection (b).
(c) An indemnification under this Agreement shall be
made by agreement between the Board of Directors and
the Indemnitee. If the Board of Directors and the
Indemnitee cannot agree, any disagreement they have
shall be resolved by a decision of the arbitrators
in an arbitration proceeding pursuant to Section 8.
For purposes of this Agreement, references to "other
enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes
assessed on a person with respect to an employee
benefit plan; and references to "serving at the
request of the Corporation" shall include any
service as a director, officer, employee or agent of
the corporation which imposes duties on, or involves
services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its
participants, or beneficiaries.
3. Burden of Proof. Indemnitee shall be presumed to be
entitled to indemnification for any act or omission covered in
Section 1 of this Agreement. The burden of proof of establishing
<PAGE>
that Indemnitee is not entitled to indemnification because of the
failure to fulfill some requirement of Delaware law, the
Corporation's charter, by-laws, or this Agreement shall be on the
Corporation.
4. Notice by Indemnitee. Indemnitee shall notify the
Corporation in writing of any matter with respect to which
Indemnitee intends to seek indemnification hereunder as soon as
reasonably practicable following the receipt by Indemnitee of
written threat thereof, provided that failure to so notify the
Corporation shall not constitute a waiver by Indemnitee of his
rights hereunder.
5. Advancement of Expenses. In the event of any action,
suit or proceeding against Indemnitee which may give rise to a
right of indemnification from the Corporation pursuant to this
Agreement, following written request to the Corporation by the
Indemnitee, the Corporation shall advance to Indemnitee amounts to
cover expenses incurred by Indemnitee in defending the action, suit
or proceeding in advance of final disposition upon receipt of (i)
an undertaking by or on behalf of the Indemnitee to repay the
amount advanced in the event that it shall be ultimately determined
in accordance with Section 3 of this Agreement that he is not
entitled to indemnification by the Corporation, and (ii) satis-
factory evidence as to the amount of such expenses. Indemnitee's
written certification together with a copy of the statement paid or
to be paid by Indemnitee shall constitute satisfactory evidence
unless determined to the contrary in an arbitration proceeding
conducted pursuant to Section 8 of this Agreement.
<PAGE>
6. Non-Exclusivity of Right of Indemnification. The
indemnification rights granted to Indemnitee under this Agreement
shall not be deemed exclusive of, or in limitation of, any rights
to which Indemnitee may be entitled under Delaware law, the
Corporation's charter or By-laws, any other agreement, vote of
stockholders or directors or otherwise.
7. Termination of Agreement and Survival of Right of
Indemnification.
(a) Subject to subparagraph (b) of this section, this
Agreement shall terminate when the Indemnitee's
terms of office as a director and officer end.
(b) The rights granted to Indemnitee hereunder shall
continue after termination as provided in Section 1
and shall inure to the benefit of Indemnitee, his
personal representative, heirs, executors,
administrators and beneficiaries, and this Agreement
shall be binding upon the Corporation, its
successors and assigns.
8. Arbitration of all Disputes Concerning Entitlement. Any
controversy or claim arising out of or relating to the Indemnitee's
entitlement to indemnification under this Agreement shall be
settled by arbitration in the City of Chicago by three arbitrators,
one of whom shall be appointed by the Corporation, one by the
Indemnitee and the third of whom shall be appointed by the first
two arbitrators. If the first two arbitrators cannot agree on the
appointment of a third arbitrator or if either party fails to
<PAGE>
appoint an arbitrator, then that arbitrator shall be appointed by
the Chief Judge of the United States Court of Appeals for the
Seventh Circuit. The arbitration shall be conducted in accordance
with the rules of the American Arbitration Association. Judgment
upon the award rendered by the arbitrators may be entered in any
court having jurisdiction thereof. Interest on any judgment shall
be assessed at a rate or rates the arbitrators consider just under
the circumstances. If it is necessary or desirable for the
Indemnitee to retain legal counsel or incur other costs and
expenses in connection with enforcement of his rights under this
Agreement, the Corporation shall pay his reasonable attorneys' fees
and costs and expenses in connection with enforcement of his rights
(including the enforcement of any arbitration award in court),
regardless of the final outcome, unless the arbitrators determine
that under the circumstances recovery by the Indemnitee of all or a
part of any such fees and costs and expenses would be unjust.
9. Governing Law.
(a) Except as provided for in subparagraph (b) of this
section, this Agreement shall be governed by the
laws of the State of Delaware.
(b) Any arbitration under this Agreement shall be
governed by the laws of the State of Illinois.
10. Severability. If any provision of this Agreement is
determined to be invalid or unenforceable, this invalidity or
unenforceability shall not affect the validity or enforceability of
<PAGE>
any other provisions of this Agreement, and this Agreement shall be
interpreted as though the invalid or unenforceable provision was
not part of this Agreement.
In Witness Whereof, the parties hereto have executed this
Agreement as of the day and year first above stated.
Brunswick Corporation
By: /s/ D. M. Yaconetti
Indemnitee
John P. Reilly
<PAGE>
Exhibit 10.22
Brunswick Performance Plan
1994
Financial Targets: There will be two financial targets: Pre-tax,
pre-amortization earnings and cash flow (minimum,
goal and target).
Objectives: In addition to the financial goals, each Division
will be assigned specific objectives to be completed
during the year.
Weighting: The financial targets and Division objectives will
be weighted as follows with respect to bonus
potential:
Pre-tax, pre-amort. earnings - 75%
Cash Flow -------------------- 10%
Division objectives ---------- 15%
Bonus Pools: The generation of a bonus pool will generally
revolve around the achievement of the pre-tax
earnings goals. A bonus pool must be earned through
the achievement of the earnings goals before a bonus
can be earned for cash flow. However, a Division
may earn a bonus by achieving the assigned
objective(s) even though the minimum earnings goal
has not been met. The value of this pool will be
equal to 15% of the bonus pool for minimum earnings.
When the minimum pre-tax earnings goal has been met,
the bonus pool will equal 3% of this amount. If the
pre-tax earnings goal is achieved, the accrual is
increased to 4% of pre-tax earnings from the first
dollar. After achieving the target level, 5% of
pre-tax earnings from the first dollar.
The bonus pool for Corporate participants will be
13%, 15% and 18%, respectively of bonus pools earned
by the Divisions at their minimum, goal and target
performance levels.
Participation: Each Division will determine the guidelines for
participation in the Plan.
Payment: Bonus payments will be made after the year-end
financial results have been reviewed and certified
by Arthur Andersen & Co. Proposed bonus payments to
Division Presidents and Senior Corporate Staff will
be reviewed and approved by the Compensation
Committee.
<PAGE>
Exhibit 10.23
Strategic Incentive Plan
Concept: A medium-term incentive plan for key executives of the
Corporation and its Divisions. Bonuses are earned based
on the achievement of assigned strategic goals.
Purpose: To attract and retain high quality executives and
officers who will enhance shareholder value.
To motivate these executives to achieve important
strategic goals of the Company and its Divisions.
To provide these executives with competitive
compensation levels by enhancing the Company's other
short and long-term incentive programs.
Eligibility: Participation is limited to Senior Executives reporting
to the CEO or the COO and executives reporting to these
Senior Executives. Participants will be nominated based
on the recommendation of the Division Presidents and
Corporate Staff. Nomination for participation in one
Performance Period does not entitle a participant to
participate in any subsequent Performance Periods.
Performance The Performance Period for each strategic incentive
Period: award will be three years.
Award Frequency: Strategic Incentive Plan awards will be granted on an
annual basis.
Award Size: Prior to the beginning of each Performance Period,
participants will be assigned a maximum award expressed
in dollars.
Performance Prior to the beginning of each Performance Period, the
Measurement: strategic goals for that Performance Period for each
Division will be assigned.
Each participant's actual award value will be based on
the achievement of the strategic goals established for
the participant's organizational unit.
Form & Timing Award payments will be made in cash and will be paid
Payments: after a review of the achievement of the goals at the
end of the third year of the Performance Period.
<PAGE>
Transfer Between Participants transferring between organizational units
Organizational during a Performance Period will be paid an award based
Units: on the proportion of the participant's number of months
of service in each unit to the total number on months in
the Performance Period.
Termination of Termination by reason of retirement at or after age 65,
Employment: death, or total and permanent disability: awards will be
paid out at the end of the Performance Period, pro rata,
based on the number of months of service to the total
number of months in the Performance Period.
Termination for any other reason: participant will
forfeit all rights to an award under the Plan for
Performance Periods not yet completed. This automatic
forfeiture may be waived by the Compensation Committee,
at its discretion.
<PAGE>
Exhibit 22.1
Subsidiaries of the Company
The following corporations are direct or in-direct wholly-owned
subsidiaries of Brunswick Corporation:
Place of
Incorporation
Appletree Ltd. Bermuda
Bayliner Marine Corporation Delaware
Brunswick AG Switzerland
Brunswick Bowling & Billiards Corporation Delaware
Brunswick Bowling & Billiards (U.K.) Limited England
Brunswick Bowling GmbH West Germany
Brunswick Bowling Pin Corporation Delaware
Brunswick Centres, Inc. Ontario
Brunswick Export Corporation Delaware
Brunswick GmbH West Germany
Brunswick International (Canada) Limited Ontario
Brunswick International GmbH West Germany
Brunswick International Holdings, Inc. Delaware
Brunswick International Limited Delaware
Brunswick International Sales Corporation U.S. Virgin Islands
Centennial Assurance Company, Ltd. Bermuda
Escort Trailer Corporation Washington
Jupiter Marine, Inc. Delaware
Leiserv, Inc. Delaware
Marine Power Australia Pty. Limited Australia
Marine Power Europe, Inc. Delaware
Marine Power International Limited Delaware
Marine Power International Pty. Limited Delaware
Marine Power Italia S.p.A. Italy
Marine Xpress Corporation Delaware
Mercury Marine Limited Ontario
Normalduns B.V. Netherlands
OBC International Holdings Inc. Delaware
Productos Marine de Mexico, S.A. de C.V. Mexico
Ray Industries, Inc. Arizona
Ray Industries, Inc. Delaware
SBC International Holdings Inc. Delaware
Sea Ray Boats Europe B.V. Netherlands
Sea Ray Boats, Inc. Arizona
Sea Ray Boats, Inc. Florida
Sea Ray Boats, Inc. Michigan
Sea Ray Boats, Inc. South Carolina
Sea Ray Boats, Inc. Tennessee
Skokie Investment Corporation Delaware
Starcraft Power Boats Corp. Delaware
Wintergreen Finance, Inc. Delaware
Zebco Corporation Delaware
Zebco Sports France S.A. France
<PAGE>
In addition, Brunswick Corporation owns 50% of the outstanding stock of
Nippon Brunswick Kabushiki Kaisha, a Japanese corporation.
The names of a number of subsidiaries have been omitted. Such
subsidiaries, considered in the aggregate as a single subsidiary, would
not constitute a significant subsidiary.
<PAGE>
Schedule "1"
List of Material Subsidiaries
As Set Forth in the Company's 10-K Report
(See Section 4.8)
As of March 15, 1993, the following corporations are direct or
in-direct wholly-owned subsidiaries of Brunswick Corporation:
Place of
Incorporation
Appletree Ltd. Bermuda
Bayliner Marine Corporation Delaware
Brunswick AG Switzerland
Brunswick Bowling & Billiards Corporation Delaware
Brunswick Bowling & Billiards (U.K.) Limited England
Brunswick Bowling GmbH West Germany
Brunswick Bowling Pin Corporation Delaware
Brunswick Centres, Inc. Ontario
Brunswick Export Corporation Delaware
Brunswick GmbH West Germany
Brunswick International (Canada) Limited Ontario
Brunswick International GmbH West Germany
Brunswick International Holdings, Inc. Delaware
Brunswick International Limited Delaware
Brunswick International Sales Corporation U.S. Virgin Islands
Centennial Assurance Company, Ltd. Bermuda
Escort Trailer Corporation Washington
Jupiter Marine, Inc. Delaware
Leiserv, Inc. Delaware
Marine Power Australia Pty. Limited Australia
Marine Power Europe, Inc. Delaware
Marine Power International Limited Delaware
Marine Power International Pty. Limited Delaware
Marine Power Italia S.p.A. Italy
Marine Xpress Corporation Delaware
Mercury Marine Limited Ontario
Normalduns B.V. Netherlands
OBC International Holdings Inc. Delaware
Productos Marine de Mexico, S.A. de C.V. Mexico
Ray Industries, Inc. Arizona
Ray Industries, Inc. Delaware
SBC International Holdings Inc. Delaware
Sea Ray Boats Europe B.V. Netherlands
Sea Ray Boats, Inc. Arizona
Sea Ray Boats, Inc. Florida
Sea Ray Boats, Inc. Michigan
Sea Ray Boats, Inc. South Carolina
Sea Ray Boats, Inc. Tennessee
Skokie Investment Corporation Delaware
Starcraft Power Boats Corp. Delaware
Wintergreen Finance, Inc. Delaware
Zebco Corporation Delaware
Zebco Sports France S.A. France
In addition, Brunswick Corporation owns 50% of the outstanding
stock of Nippon Brunswick Kabushiki Kaisha, a Japanese corporation.
The names of a number of subsidiaries have been omitted. Such
subsidiaries, considered in the aggregate as a single subsidiary,
would not constitute a significant subsidiary.
<PAGE>
Exhibit 25.1
Power of Attorney
The undersigned directors and officers of Brunswick Corporation,
a Delaware corporation (the "Company"), do hereby nominate,
constitute and appoint Thomas K. Erwin, William R. McManaman, and
Dianne M. Yaconetti and each of them individually, the true and
lawful attorney or attorneys of the undersigned, with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in the name and on behalf of the
undersigned as directors and officers of the Company, the Annual
Report of the Company on Form 10-K for the fiscal year ended
December 31, 1993 and any and all amendments thereto; and each of
the undersigned hereby ratifies and approves all that said attorneys
or any of them shall do or cause to be done by virtue hereof.
In Witness Whereof, each of the undersigned has executed this
Power of Attorney in one or more counterparts on the date set
opposite his name.
Capacity Signature Date
Chairman of the Board, /s/ Jack F. Reichert February 8, 1994
Chief Executive Officer Jack F. Reichert
(Principal Executive
Officer) and Director
President, Chief /s/ John P. Reilly February 8, 1994
Operating Officer John P. Reilly
and Director
Vice President-Finance /s/ William R. McManaman February 8, 1994
(Principal Financial William R. McManaman
Officer)
Controller (Principal /s/ Thomas K. Erwin February 8, 1994
Accounting Officer) Thomas K. Erwin
Director /s/ Michael J. Callahan February 8, 1994
Michael J. Callahan
<PAGE>
Director /s/ John P. Diesel February 8, 1994
John P. Diesel
Director /s/ Leo Herzel February 8, 1994
Leo Herzel
Director /s/ George D. Kennedy February 8, 1994
George D. Kennedy
Director /s/ B. K. Koken February 8, 1994
Bernd K. Koken
Director /s/ Jay W. Lorsch February 8, 1994
Jay W. Lorsch
Director /s/ Bettye Martin Musham February 8, 1994
Bettye Martin Musham
Director /s/ Robert N. Rasmus February 8, 1994
Robert N. Rasmus
Director /s/ Roger W. Schipke February 8, 1994
Roger W. Schipke
<PAGE>
Power of Attorney
The undersigned director of Brunswick Corporation, a Delaware
corporation (the "Company"), hereby nominates, constitutes and
appoints Thomas K. Erwin, William R. McManaman, and
Dianne M. Yaconetti and each of them individually, the true and
lawful attorney or attorneys of the undersigned, with power to act
with or without the others and with full power of substitution and
resubstitution, to execute in the name and on behalf of the
undersigned as a director of the Company, the Annual Report of the
Company on Form 10-K for the fiscal year ended December 31, 1993
and any and all amendments thereto; and the undersigned hereby
ratifies and approves all that said attorneys or any of them shall
do or cause to be done by virtue hereof.
IN Witness Whereof, the undersigned has executed this Power
of Attorney in one or more counterparts on February 7, 1994.
/s/ Donald E. Guinn
Donald E. Guinn
