Registration No.
Securities and Exchange Commission
Washington, D.C. 20549
Form S-8
Registration Statement
Under
The Securities Act of 1933
Brunswick Corporation
(Exact name of registrant as specified in its charter)
Delaware 36-0848180
(State of Incorporation) (I.R.S. Employer Identification Number)
1 N. Field Ct., Lake Forest, IL 60045-4811
(Address of Principal Executive Offices including zip code)
1994 Stock Option Plan for Non-Employee Directors
(Full title of the plan)
Robert T. McNaney, General Counsel
Brunswick Corporation
1 N. Field Ct.
Lake Forest, Illinois 60045-4811
(Name and address of agent for service)
708-735-4700
(Telephone number of agent for service)
Calculation of Registration Fee
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share (1) Price Fee
Common Stock Par 200,000 $19.50 $3,900,000 $1,344.83
Value $0.75 shares
(1) Estimated solely for the purpose of calculating the amount of
the registration fee pursuant to Rule 457(h) on the basis of the
average of the high and the low prices of the Common Stock on
October 25, 1994.
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Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents or portions of documents previously filed with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) The Annual Report of Brunswick Corporation (the "Company") on Form
10-K for the year ended December 31, 1993.
(b) The Company's Quarterly Report on Form 10-Q for the Quarters ended
March 31, 1994 and June 30, 1994.
(c) The description of the Preferred Share Purchase Rights contained in
the Company's Registration Statement on Form 8-A filed with the
Commission on March 31, 1986 (as amended on Form 8 dated April 10,
1989).
(d) The description of the Company's Common Stock contained on pages 8-9
of the Prospectus filed as part of Amendment No. 1 to the Company's
Registration Statement No. 33-45772 filed with the Commission on
April 30, 1992.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Robert T. McNaney, who has given an opinion as to the validity of the
securities being registered, as of October 24, 1994 owns 33,010 shares of
Common Stock of the Company and holds options to purchase 19,000 shares of
Common Stock of the Company.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware,
under which the Company is organized, empowers a corporation, subject to
certain limitations, to indemnify its officers, directors, employees and
agents, or others acting in similar capacities for other entities at the
request of the Company, against certain expenses, including attorneys' fees,
judgments, fines and other amounts which may be paid or incurred by them in
their capacities as such directors, officers, employees or agents.
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The Certificate of Incorporation of the Company authorizes the board of
directors to indemnify directors, officers, employees or agents of the Company
to the fullest extent that is lawful.
The Company's By-laws authorize the board of directors to indemnify
directors, officers, employees and agents in the same circumstances set forth
in the Certificate of Incorporation. The By-laws also authorize the Company to
purchase liability insurance on behalf of directors, officers, employees and
agents and to enter into indemnity agreements with directors, officers,
employees and agents.
The Company has entered into indemnification agreements with its
directors and its officers which provide broader indemnification than the
indemnification specifically available under Section 145 of the Delaware
statute. The agreements provide that the Company will indemnify its directors
and its officers, to the fullest extent permitted by the Company's Certificate
of Incorporation (and that is otherwise lawful) against expenses (including
attorneys' fees), judgments, fines, taxes, penalties and settlement payments
incurred by reason of the fact that they were directors or officers of the
Company. Unlike Section 145, this indemnification would, to the extent that it
is lawful, cover judgments, fines and amounts paid in settlement of claims
against the director or officer by or in the right of the Company.
The Company is the owner of an insurance policy which covers the Company
for certain losses incurred pursuant to indemnification obligations set forth
above during any policy year, subject to specified exclusions, terms and
conditions. The policy also covers the officers and directors of the Company
for certain of such losses if they are not indemnified by the Company.
The Company is also the owner of an insurance policy which would
reimburse it for certain losses incurred by it pursuant to its fiduciary
obligations under the Employee Retirement Income Security Act of 1974, subject
to specified exclusions, terms and conditions. This policy also covers the
officers, directors and employees of the Company for certain of their losses
incurred as fiduciaries under such Act, subject to specified exclusions, terms
and conditions.
Item 7. Exception from Registration Claimed
Not applicable.
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Item 8. Exhibits
4.1 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 incorporated by reference herein.)
4.2 By-laws of the Company. (Filed as Exhibit 3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1994,
and incorporated by reference herein.)
4.3 Rights Agreement, dated as of March 15, 1986, between the Company
and Harris Trust and Savings Bank, as Rights Agent. (Filed as
Exhibit 4.14 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1985, and incorporated by reference herein.)
4.4 Amendment, dated April 3, 1989, to Rights Agreement, between the
Company and Harris Trust and Savings Bank, as Rights Agent. (Filed
as Exhibit 2 to the Company's Current Report on Form 8-K, dated
April 10, 1989, and incorporated by reference herein.)
5. Opinion of Robert T. McNaney
23.1 The consent of Robert T. McNaney is contained in his opinion filed
as Exhibit 5 to this Registration Statement.
23.2 Consent of Arthur Andersen LLP.
24. Power of Attorney
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment or appendix to this
registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of post-effective
amendment any of the securities registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the provisions
referred to in Item 6 (except as set forth in paragraph (c)
thereunder), or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by a final
adjudication of such issue.
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Signatures
Pursuant to the requirements of the Securities Act of 1933, Brunswick
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Lake Forest, Illinois on October 27, 1994.
Brunswick Corporation
By: /s/ Dianne M. Yaconetti,
Vice President-Administration
and Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title
Jack F. Reichert Chairman of the Board,
President, Chief Executive
Officer (Principal Executive
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
George D. Kennedy Director By: /s/ Dianne M. Yaconetti
Attorney-in-Fact
Bernd K. Koken Director
Jay W. Lorsch Director October 27, 1994
Bettye Martin Musham Director
Robert N. Rasmus Director
Roger W. Schipke Director
Exhibit Index
Number Title
4.1 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 incorporated by reference herein.)
4.2 By-laws of the Company. (Filed as Exhibit 3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1994,
and incorporated by reference herein.)
4.3 Rights Agreement, dated as of March 15, 1986, between the Company
and Harris Trust and Savings Bank, as Rights Agent. (Filed as
Exhibit 4.14 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1985, and incorporated by reference herein.)
4.4 Amendment, dated April 3, 1989, to Rights Agreement, between the
Company and Harris Trust and Savings Bank, as Rights Agent. (Filed
as Exhibit 2 to the Company's Current Report on Form 8-K, dated
April 10, 1989, and incorporated by reference herein.)
5. Opinion of Robert T. McNaney
23.1 The consent of Robert T. McNaney is contained in his opinion filed
as Exhibit 5 to this Registration Statement
23.2 Consent of Arthur Andersen LLP
24. Power of Attorney
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Exhibit 5
October 26, 1994
Brunswick Corporation
1 N. Field Ct.
Lake Forest, IL 60045-4811
Gentlemen:
I am General Counsel of Brunswick Corporation, a Delaware corporation
("Brunswick").
With respect to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed on or about October 27, 1994 by Brunswick with the
Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended, shares of common stock, $.75 par value of
Brunswick (the "Shares") to be issued under the Brunswick Corporation 1994
Stock Option Plan for Non-Employee Directors (the "Plan"), I have examined
originals or copies, certified or otherwise identified to my satisfaction, of
such corporate records, certificates, and other documents and instruments, and
such questions of law, as I have considered necessary or desirable for the
purpose of this opinion.
Based on the foregoing, I am of the opinion that when the Registration
Statement has become effective and the Shares have been issued and delivered as
contemplated in the Registration Statement and in the Plan, the Shares will be
legally issued, fully paid, and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Robert T. McNaney
Robert T. McNaney
General Counsel
<PAGE>
Exhibit 23.2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated February 6,
1994 included or incorporated by reference in Brunswick Corporation's Form 10-K
for the year ended December 31, 1993 and to all references to our firm included
in this registration statement.
Arthur Andersen LLP
Chicago, Illinois
October 20, 1994
<PAGE>
Exhibit 24
Power of Attorney
The undersigned directors and officers of Brunswick Corporation, a
Delaware corporation (the "Company"), hereby appoint William R. McManaman,
Richard S. O'Brien 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, a Registration Statement under the Securities Act of 1933, as
amended, for the registration of securities, and any amendments or post-
effective amendments thereto, and all instruments necessary or incidental in
connection therewith, and to file or cause to be filed such Registration
Statement, amendments or post-effective amendments thereto, and other
instruments with the Securities and Exchange Commission. Each of said attorneys
shall have full power and authority to do and perform, in the name and on behalf
of the undersigned, each act whatsoever necessary or desirable to be done in the
premises, as fully and to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratify and approve the action of said
attorneys and each of them.
In Witness Whereof, each of the undersigned has executed this Power of
Attorney in one or more counterparts on the date set opposite his/her name.
Capacity Signature Date
Chairman of the Board, /s/ Jack F. Reichert October 25, 1994
President, Chief Executive
Officer (Principal Executive
Officer) and Director
Vice President-Finance /s/ William R. McManaman October 25, 1994
(Principal Financial
Officer)
Controller (Principal /s/ Thomas K. Erwin October 25, 1994
Accounting Officer)
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Director /s/ Michael J. Callahan October 25, 1994
Director /s/John P. Diesel October 25, 1994
Director /s/ Donald E. Guinn October 25, 1994
Director /s/ George D. Kennedy October 25, 1994
Director /s/ Bernd K. Koken October 25, 1994
Director /s/ Jay W. Lorsch October 25, 1994
Director /s/ Bettye Martin Musham October 25, 1994
Director /s/ Robert N. Rasmus October 25, 1994
Director /s/ Roger W. Schipke October 25, 1994
