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)
1995 Stock 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
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered Share (1) Price Fee
Common Stock Par 250,000 $20.25 $5,062,500 $1,745.69
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 August 9, 1995.
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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,
1994.
(b) The Company's Quarterly Report on Form 10-Q/A for the
Quarter ended March 31, 1995.
(c) The Company's Quarterly Report on Form 10-Q for the
Quarter ended June 30, 1995.
(d) 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).
(e) 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
Not applicable.
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 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 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. Exemption Registration Claimed
Not applicable.
<PAGE>
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/A for the
quarter ended March 31, 1995, 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.)
23. Consent of Arthur Andersen LLP.
24. Powers 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. Notwithstanding
the foregoing, any increase or decrease
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in volume of securities offered (if the
total dollar value of securities offered
would not exceed that which was
registered) and any deviation from the
low or high end of the estimated maximum
offering range may be reflected in the
form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20% change
in the maximum aggregate offering price
set forth in the "Calculation of
Registration Fee" table in the effective
registration statement;
(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
<PAGE>
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.
(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 foregoing provisions, 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 August 11, 1995.
Brunswick Corporation
By: /s/ Thomas K. Erwin
Thomas K. Erwin,
Controller
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
Peter N. Larson President, Chief Executive Officer
(Principal Executive Officer) and Director
Jack F. Reichert Chairman of the Board
and Director
William R. McManaman Vice President-Finance
(Principal Financial Officer)
Thomas K. Erwin Controller (Principal
Accounting Officer)
Michael J. Callahan Director
George D. Kennedy Director By: /s/ Thomas K. Erwin
Thomas K. Erwin
Bernd K. Koken Director Attorney-in-Fact
Jay W. Lorsch Director August 11, 1995
Bettye Martin Musham Director
Robert N. Rasmus Director
Roger W. Schipke Director
<PAGE>
Exhibit Index
Exhibit 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/A for the quarter
ended March 31, 1995, 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.)
23. Consent of Arthur Andersen LLP.
24. Powers of Attorney.
<PAGE>
Exhibit 23
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated February 5, 1995 included or incorporated by reference
in Brunswick Corporation's Form 10-K for the year ended
December 31, 1994 and to all references to our firm included in this
registration statement.
Arthur Andersen LLP
Chicago, Illinois
August 11, 1995
<PAGE>
Exhibit 24
Power of Attorney
The undersigned director and officers of Brunswick
Corporation, a Delaware corporation (the "Company"), hereby appoint
Thomas K. Erwin, 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 a director 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 name.
Capacity Signature Date
President, Chief Executive /s/ Peter N. Larson August 11, 1995
Officer (Principal) Peter N. Larson
Executive Officer) and
Director
Chairman of the Board and /s/ Jack F. Reichert August 11, 1995
Director Jack F. Reichert
Vice President-Finance /s/ William R. McManaman August 11, 1995
(Principal Financial William R. McManaman
Officer)
Controller (Principal /s/ Thomas K. Erwin August 11, 1995
Accounting Officer) Thomas K. Erwin
<PAGE>
Exhibit 24
Power of Attorney
The undersigned director of Brunswick Corporation, a Delaware
corporation (the "Company"), hereby appoints Thomas K. Erwin,
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 a director
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 ratifies and approves the action of said
attorneys and each of them.
In witness whereof, the undersigned has executed this Power
of Attorney in one or more counterparts on the date set opposite
his name.
August 11, 1995 /s/ Michael J. Callahan
Michael J. Callahan
<PAGE>
Exhibit 24
Power of Attorney
The undersigned director of Brunswick Corporation, a Delaware
corporation (the "Company"), hereby appoints Thomas K. Erwin,
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 a director
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 ratifies and approves the action of said
attorneys and each of them.
In witness whereof, the undersigned has executed this Power
of Attorney in one or more counterparts on the date set opposite
his name.
August 7, 1995 /s/ Bettye Martin Musham
Bettye Martin Musham
<PAGE>
Exhibit 24
Power of Attorney
The undersigned director of Brunswick Corporation, a Delaware
corporation (the "Company"), hereby appoints Thomas K. Erwin,
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 a director
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 ratifies and approves the action of said
attorneys and each of them.
In witness whereof, the undersigned has executed this Power
of Attorney in one or more counterparts on the date set opposite
his name.
August 11, 1995 /s/ George D. Kennedy
George D. Kennedy
<PAGE>
Exhibit 24
Power of Attorney
The undersigned director of Brunswick Corporation, a Delaware
corporation (the "Company"), hereby appoints Thomas K. Erwin,
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 a director
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 ratifies and approves the action of said
attorneys and each of them.
In witness whereof, the undersigned has executed this Power
of Attorney in one or more counterparts on the date set opposite
his name.
August 11, 1995 /s/ Bernd K. Koken
Bernd K. Koken
<PAGE>
Exhibit 24
Power of Attorney
The undersigned director of Brunswick Corporation, a Delaware
corporation (the "Company"), hereby appoints Thomas K. Erwin,
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 a director
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 ratifies and approves the action of said
attorneys and each of them.
In witness whereof, the undersigned has executed this Power
of Attorney in one or more counterparts on the date set opposite
his name.
August 4, 1995 /s/ Robert N. Rasmus
Robert N. Rasmus
<PAGE>
Exhibit 24
Power of Attorney
The undersigned director of Brunswick Corporation, a Delaware
corporation (the "Company"), hereby appoints Thomas K. Erwin,
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 a director
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 ratifies and approves the action of said
attorneys and each of them.
In witness whereof, the undersigned has executed this Power
of Attorney in one or more counterparts on the date set opposite
his name.
August 11, 1995 /s/ Jay W. Lorsch
Jay W. Lorsch
<PAGE>
Exhibit 24
Power of Attorney
The undersigned director of Brunswick Corporation, a Delaware
corporation (the "Company"), hereby appoints Thomas K. Erwin,
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 a director
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 ratifies and approves the action of said
attorneys and each of them.
In witness whereof, the undersigned has executed this Power
of Attorney in one or more counterparts on the date set opposite
his name.
August 3, 1995 /s/ Roger W. Schipke
Roger W. Schipke
