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, 1995
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: (847) 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 of the registrant's knowledge, in the
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.
[ ]
As of March 15, 1996, the aggregate market value of the voting stock
of the registrant held by non-affiliates was $ 2,229,150,409.
Such number excludes stock beneficially owned by officers and
directors. This does not constitute an an admission that they are
affiliates.
The number of shares of Common Stock($.75 par value) of the registrant
outstanding as of March 15, 1996, was 98,245,452.
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 scheduled to be held on April 24, 1996.
<PAGE>
Part I
Item 1. Business
Brunswick Corporation (the "Company") is organized into six divisions with
operations in two industry segments: Marine and Recreation. Segment
information is contained in Note 9 on page 37.
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 propless jet system. Outboard motors are sold through marine
dealers for pleasure craft and commercial use and to both the Company's US
Marine, Sea Ray and Fishing Boat Divisions and independent boat dealers. 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.
New Environmental Protection Agency guidelines that become effective in mid-1997
call for reduced hydrocarbon and nitrous oxide exhaust emissions from marine
engines over a nine-year period. Two cycle outboard engines are the principal
engines which do not currently meet the proposed EPA guidelines. Stern drive
engines are four cycle engines, which with only minor modifications will satisfy
the EPA guidelines. Mercury Marine expects to meet the proposed emission
standards.
Four cycle outboard engines in the 5 to 100 horsepower range which meet the EPA
guidelines can be developed with existing technology, and Mercury Marine already
produces four cycle 9.9 and 50 horsepower outboard engines which satisfy the EPA
guidelines. Mercury Marine has an agreement with Yamaha Motors Co., Ltd. to
co-develop additional four cycle outboard engines. Mercury Marine also has
license and joint venture agreements with Orbital Engine Corporation, Ltd., of
Australia to design, manufacture and market fuel systems for low emission, two
cycle engines. In 1995 Mercury Marine developed a DFI (direct fuel injection)
3.0 liter V-6 200 horsepower outboard engine using Orbital Engine technology
which more than satisfies the proposed EPA guidelines. This engine will be
produced in 1996 and will be the first of a full line of two cycle outboard
engines now being developed by Mercury Marine to meet the EPA standards.
<PAGE>
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 16 to 56 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), Trophy
and Robalo (sports fishing boats), and Quantum (freshwater fishing boats).
The US Marine Division is vertically integrated, producing many of the parts and
accessories which make up the boats. Escort boat trailers also are produced by
the Division and are 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, Quantum, Robalo, Ciera, Trophy, Jazz, Escort and US Marine.
The Sea Ray Division builds and sells Sea Ray fiberglass boats from 14 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 use and are sold with outboard motors, jet powered engines, stern drive
engines and gasoline or diesel inboard engines. The Division purchases its
outboards and most of its stern drive and gasoline inboard engines from the
Mercury Marine Division.
Division.
Sea Ray boats are sold through dealers under the Sea Ray, Laguna, Ski Ray, Sea
Rayder and Baja 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.
<PAGE>
The Company has a minority 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, 1995,
1994, and 1993:
(in millions, unaudited)
1995 1994 1993
Boats $1,169.9 $ 956.6 $ 754.5
Engines 1,112.3 1,034.1 816.7
$2,282.2 $1,990.7 $1,571.2
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 two divisions in the Recreation industry segment: Zebco and Brunswick
Indoor Recreation Group.
The Zebco Division manufactures, assembles, purchases and sells spincast,
spinning and baitcast fishing reels, rods, reel/rod combinations, Martin fly
reels and reel/rod combinations, and Swivl-Eze fishing pedestals and ski tows
and pylons. The Division also manufactures and sells electric trolling motors
for fishermen and for use by boat manufacturers, including Marine segment
operations. In March 1996 the Zebco Division acquired Roadmaster Industries,
Inc.'s Nelson/Weather-Rite Division, which manufacturers, purchases and sells
camping products including sleeping bags, tents, backpacks, canvas bags,
rainwear, waders and portable stoves.
The Brunswick Indoor Recreation Group manufactures and sells products for the
bowling industry, including bowling lanes, automatic pinsetters, ball returns,
computerized scoring equipment and business systems. In addition, the Group
manufactures and sells seating and locker units for bowling centers; bowling
pins, lane finishes and supplies; and bowling balls and bags. The Group also
sells billiards tables which are manufactured for the Company to its
specifications.
<PAGE>
The Brunswick Indoor Recreation Group has a 50% interest in Nippon Brunswick
K. K., which sells bowling equipment and operates bowling centers in Japan. The
Group has other joint ventures (i) to build, own and operate bowling centers and
family entertainment centers, which include bowling, billiards and many other
games, in Brazil, China, Korea and Thailand; (ii) to sell bowling equipment in
China and Thailand; and (iii) 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 Brunswick Indoor Recreation Group also operates 126 recreation centers
worldwide, and its joint ventures operate an additional 28 centers. 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
Group owns most of its recreation centers. The Group in 1995 introduced Cosmic
Cosmic Bowling, a glow in the dark bowling experience that transforms bowling
into a new and different recreation experience that has significantly increased
open play revenues in more than 20 of its recreation centers. Another 20 to 40
centers will feature this concept in the near future, and it will be packaged
and it will be offered to other proprietors in 1996.
The Group intends to bring the family entertainment concept to North America.
Two completely new centers with bowling and billiards as the core forms of
entertainment--but with many other games and recreational activities available
for the entire family--will open in 1996, one in Canada, the other in the United
States.
The Brunswick Indoor Recreation Group is in the process of selling its golf
shaft business and has liquidated its Circus World Pizza business.
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, Swivl-Eze fishing pedestals and ski tows and pylons,
American Camper and Weather-Rite camping equipment and Cloud 9, Expedition
Trails and American Trails sleeping bags, Brunswick Recreation Centers, Leiserv,
Brunswick, AS-90, Armor Plate 3000, Anvilane, BallWall, Guardian, Perry-Austen,
Rhino, GS Series, Systems 2000, BowlerVision, Colorvision and Frameworx
bowling equipment. 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.
<PAGE>
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 engine blocks 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.
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, 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 2-4 herein.
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, 1995 was $38.3 million, and the Company
expects to fill all of such orders during 1996. The backlog of bowling capital
equipment at December 31, 1994 was $35.0 million.
<PAGE>
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.
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 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 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;
therefore, competitive emphasis is placed on customer service, quality
facilities and personnel, prices and promotional programs.
<PAGE>
Research and development
Company-sponsored research activities, relating to the development of new
products or to the improvement of existing products, are shown below:
(in millions)
1995 1994 1993
Marine $81.7 $67.0 $59.3
Recreation Products 15.2 12.5 10.5
$96.9 $79.5 $69.8
Number of employees
The number of employees at December 31, 1995 is shown below by industry
segment:
Marine 14,250
Recreation 6,500
Corporate 150
20,900
There are approximately 900 employees in the Recreation segment and 2,500
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.
<PAGE>
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.
The Company's plants currently are operating at approximately 74 percent of
capacity, excluding the 9 closed plants in the Marine segment. Seven of these
closed plants are being offered for sale. The other two 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, Hartford 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; and Tallahassee, Florida.
Sea Ray Division
Knoxville, Riverview and Vonore, Tennessee; Merritt Island, Sykes Creek and Palm
Coast, Florida; Bucyrus, Ohio; Phoenix, Arizona; and Cork, Ireland.
Fishing Boat Division
Topeka and Nappanee, Indiana; West Point, Mississippi; Lincoln, Alabama, and
Murfreesboro, Tennessee.
Zebco Division
Tulsa, Oklahoma; Starkville, Mississippi; and Lancaster, Texas.
<PAGE>
Brunswick Indoor Recreation Group
Muskegon, Michigan; Bristol, Wisconsin; Des Moines, Iowa; Stockach, Germany;
Deerfield, Illinois; and 126 bowling centers in the United States, Canada and
Europe.
Item 3. Legal Proceedings
Concord Boat Corporation, et al v. Brunswick Corporation. On December 7, 1995,
Independent Boat Builders, Inc. ("IBBI"), a boat materials buying group, and
eighteen of its boat building members, brought suit against the Company in the
United States District Court for the Eastern District of Arkansas alleging that
the Company has unlawfully acquired and maintained a monopoly in the domestic
stern drive marine engine market and has attempted to monopolize the domestic
stern drive recreational boat market through (i) its acquisitions of the
Company's current boat companies, (ii) its failure to perform its obligations
under an alleged joint venture agreement to manufacture stern drive engines for
Yamaha Motor Co., Ltd., forcing Yamaha to exit the domestic stern drive
marine engine market, (iii) its stern drive engine buying programs
to IBBI members which offer the best discounts to members purchasing
at least 70% of their stern drive engine requirements from the Company,
(iv) its negotiation in supply contracts of price cap provisions for IBBI
members on stern drive engines which the Company allegedly knew were going to
be discontinued, (v) its alleged disclosure of IBBI members' confidential
business information to members' competitors, (vi) its condition that engine and
boat dealers purchase a substantial share of their engine and boat requirements
from the Company in order to receive the Company's best engine and boat
discounts, and (vii) its alleged offer of cash payments to boat dealers to
terminate thier relationship with competing stern drive boat
manufacturers. The Plaintiffs also maintain that some of this same
alleged conduct by the Company constitutes a breach of the
Company's stern drive engine purchasing contract with them, a breach of the
Company's covenant of good faith and fair dealing under that contract, and
fraudulent misrepresentations. On February 29, 1996, the Plaintiffs and five
additional members of IBBI filed an Amended Complaint making similar allegations
with respect to the Company's manufacture and sale of outboard engines and boats
powered by outboard engines, and asserting that certain of the Company's
agreements with its dealers violate the antitrust laws. The Plaintiffs have
requested an injunction requiring the Company to divest its boat manufacturing
operations and to cease the alleged practices set forth above, as well as actual
damages, trebel damages, punitive damages, and attorneys' fees and costs.
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. The Company has filed its Answer to the complaint and
the parties have begun the discovery process. On February 12, 1996, the Company
filed a counterclaim against the Plaintiffs alleging that the Plaintiffs have
conspired to restrain trade in violation of federal antitrust law by (i)
presuring the Company to replace its market share stern drive engine discounts
with volume discounts to the disadvantage of smaller stern drive boat builders
who are not members of a buying group, (ii) soliciting the Company
to limit its boat building divisions' competition with the Plaintiffs in
the manufacture and sale of stern drive boats, (iii) soliciting the Company
to raise the price of its stern drive engines to certain other buyers to favor
the Plaintiffs in competition with those buyers, and (iv) agreeing to limit the
display of boats equipped with the Company's stern drive engines at industry
boat shows. The Company's counterclaim seeks injunctive relief against the
Plaintiffs and the dissolution of IBBI, actual and treble damages, attorneys'
fees and costs.
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
None.
Executive Officers of the Company
The Company's executive officers are listed in the following table:
Officer Present Position Age
P. N. Larson Chairman of the
Board, 56
and Chief Executive Officer
P. B. Hamilton Senior Vice President 49
and Chief Financial Officer
J. W. Dawson Vice President and Zebco 61
Division President
F. J. Florjancic, Jr. Vice President and Brunswick 49
Division President
D. D. Jones Vice President and Mercury
Marine Division President 52
D. M. Yaconetti Vice President 49
Administration
and Corporate Secretary
K. B. Zeigler Vice President and Chief 47
Human Resources Officer
T. K. Erwin Controller 46
R. T. McNaney GeneralCounsel 61
R. S. O'Brien Treasurer 46
W. J. Barrington Sea Ray Division President 45
J. C. Olson Fishing Boat
Division President 50
J. A. Schenk Corporate Director of 53
Planning and Development
R. C. Steinway US Marine Division 44
President
<PAGE>
There are no family relationships among these officers. The term of office of
all elected officers expires April 24, 1996. The Division Presidents are
appointed from time to time at the discretion of the Chief Executive Officer.
Peter N. Larson has been Chairman of the Board and Chief Executive Officer of
the Company since 1995. He was Chairman of the Worldwide Consumer and Personal
Care Group, Johnson & Johnson, a leading health care company from 1994 to 1995
and Company Group Chairman, Johnson & Johnson from 1991 to 1994.
Peter B. Hamilton has been Senior Vice President and Chief Financial Officer of
the Company since 1995. He was Vice President and Chief Financial Officer,
Cummins Engine Company, Inc., a leading worldwide designer and manufacturer of
diesel engines and related products from 1988 to 1995.
Jim W. Dawson has been Vice President of the Company since 1994 and Zebco
Division President since 1989.
Frederick J. Florjancic, Jr. has been Vice President of the Company since 1988,
President of the Brunswick Indoor Recreation Group since 1995 and President of
the Brunswick Division since 1988-1995.
David D. Jones has been Vice President of the Company since 1995 and Mercury
Marine Division President since 1989.
Dianne M. Yaconetti has been Vice President-Administration of the Company since
1988 and Corporate Secretary of the Company since 1986. She was Manager of
the Office of the Chairman 1985-1995.
Kenneth B. Zeigler has been Vice President and Chief of Human Relations of the
Company since 1995. He was Senior Vice President, The Continental Corporation,
a property and casualty insurance holding company, from 1992 to 1995 and
President, Marine and International Group, The Continental Corporation during
1991.
Thomas K. Erwin has been Controller of the Company since 1988.
Robert T. McNaney has been General Counsel of the Company since 1985.
Richard S. O'Brien has been Treasurer of the Company since 1988.
William J. Barrington has been Sea Ray Division President and President of Ray
Industries, Inc. since 1989.
<PAGE>
Jeffrey C. Olson has been Fishing Boat Division President since 1995. He was
President of the Brunswick Marine Unit of the Fishing Boat Division from 1992 to
1995 and Senior Vice President-Marketing, US Marine Division from 1989 to 1992.
James A. Schenk has been Corporate Director of Planning and Development of the
Company since 1988.
Robert C. Steinway has been US Marine Division President since 1994. From 1992
to 1994 he was Senior Vice President-Marketing, US Marine Division. From 1989
to 1992 he was General Manager of the Aluminum Fishing Boat Division.
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 23 on page 59. As of December 31, 1995, there were
approximately 22,400 shareholders of record of the Company's common stock.
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 62.
Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Management's Discussion and Analysis is presented on pages 20 to 25.
Item 8. Financial Statements and Supplementary Data
The Company's Consolidated Financial Statements are set forth on pages 26 to 28
and are listed in the index on page 19.
<PAGE>
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
2-4 of the Company's definitive Proxy Statement dated March 19, 1996 (the "Proxy
Statement") for the Annual Meeting of Stockholders to be held on April 24, 1996,
and information with respect to compliance with Section 16(a) of the Securities
Exchange Act of 1934 is set forth on page 8 of the Proxy Statement. All of the
foregoing information is hereby incorporated by reference. The Company's
executive officers are listed herein on pages 10-12.
Item 11. Executive Compensation
Information with respect to executive compensation is set forth on pages 5, 6
8-23 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 person known to the Company to own
beneficially 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.
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
<PAGE>
Financial statements and schedules are incorporated in this Annual
Report on Form 10-K, as indicated in the index on page 19.
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 Certificate of Designation, Preferences and Rights of Series
A Junior Participating Preferred Stock.
3.3 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 filed as Exhibit 4.3 to the Company's
Annual Report on Form 10-K for 1993, and hereby incorporated
by reference.
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 February 5, 1996, between the
Company and Harris Trust and Savings Bank filed as Exhibit
1 to the Company's Registration Statement for Preferred
Share Purchase Rights on Form 8-A dated March 13, 1996, 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 April 1, 1995 by and
between the Company and Peter N. Larson filed as
Exhibit 10 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1995, and hereby
incorporated by reference.
10.8* Employment Agreement dated December 1, 1995 by and
between the Company and Peter B. Hamilton.
10.9* Form of Employment Agreement by and between the
Company and each of W. J. Barrington, J. W. Dawson,
T. K. Erwin, F. J. Florjancic, Jr., P. B. Hamilton, D. D.
Jones, R. T. McNaney, R. S. O'Brien, J. A. Schenk,
R. C. Steinway and K. B. Zeigler.
10.10* 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.
<PAGE>
10.11* 1995 Stock Plan for Non-Employee Directors filed as
Exhibit B to the Company's definitive Proxy Statement
dated March 19, 1996 for the Annual Meeting of
Stockholders on April 24, 1996 and hereby incorporated
by reference.
10.12* 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.
10.13* 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 1980 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.
10.14* 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.
10.15* Form of Indemnification Agreement by and between the
Company and each of N. D. Archibald, M. J. Callahan, J.
P. Diesel, P. Harf, G. D. Kennedy, B. K. Koken,
J. W. Lorsch, B. M. Musham, R. N. Rasmus, K. Roman
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.
10.16* 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.
10.17* Indemnification Agreement dated April 1, 1995 by and
between the Company and P. N. Larson.
10.18* Form of Indemnification Agreement by and between the
Company and each of W. J. Barrington, J. W. Dawson,
T. K. Erwin, F. J. Florjancic, Jr., P. B. Hamilton, D. D.
Jones, R. T. McNaney, R. S. O'Brien, J. C. Olson, J. A.
Schenk, R. C. Steinway, D. M. Yaconetti and K. B.
Zeigler 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>
10.19* 1991 Stock Plan filed as Exhibit A to the Company's
definitive Proxy Statement dated March 19, 1996 for the
Annual Meeting of Stockholders on April 24, 1996 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 1995 filed as Exhibit
10.20 to the Company's Annual Report on Form 10-K for
1993 and hereby incorporated by reference.
10.22* Brunswick Performance Plan for 1996.
10.23* Brunswick Strategic Incentive Plan for 1993-1995, 1994-
1996 and 1995-1997 filed as Exhibit 10.23 to the
Company's Annual Report on Form 10-K for 1993 and
hereby incorporated by reference.
10.24* Brunswick Strategic Incentive Plan for 1996-1997.
21.1 Subsidiaries of the Company.
24.1 Powers of Attorney.
27.1 Financial Data Schedule
b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the three months
ended December 31, 1995.
*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 22, 1996 By /s/ Peter B. Hamilton
Peter B. Hamilton, Senior Vice
President and Chief Financial Officer
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
Peter N. Larson Chairman and Chief Executive Officer (Principal
Executive Officer) and Director
Peter B. Hamilton Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Thomas K. Erwin Controller (Principal Accounting Officer)
Nolan D. Archibald Director
Michael J. Callahan Director
John P. Diesel Director
George D. Kennedy Director
Bernd K. Koken Director
Jay W. Lorsch Director
Bettye Martin Musham Director
Robert N. Rasmus Director
Jack F. Reichert Director
Kenneth Roman Director
Roger W. Schipke Director
Peter B. Hamilton, as Principal Financial Officer and pursuant to a Power of
Attorney (executed by each of the other 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
Corporate on behalf of each of the officers and directors named above in the
capacities in which the names of each appear above.
March 22, 1996 /s/ Peter B. Hamilton
Peter B. Hamilton
<PAGE>
Index to Financial Statements and Schedule
Page
Consolidated Financial Statements
Management's Discussion and Analysis 20 to 25
Statements of Results of Operations
1995, 1994 and 1993 26
Balance Sheets
December 31, 1995 and 1994 27
Statements of Cash Flows
1995, 1994 and 1993 28
Notes to Financial Statements
1995, 1994 and 1993 29 to 59
Report of Management 60
Report of Independent
Public Accountants 61
Five Year Financial Summary 62
Consent of Independent Public Accountants 63
Schedule
II- Valuation and Qualifying Accounts
1995, 1994 and 1993 64
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>
Management's Discussion and Analysis
Cash Flow, Liquidity and Capital Resources
Cash and cash equivalents rose $159.1 million in 1995 to $344.3 million versus a
decrease of $63.6 million in 1994. Net cash provided by operating activities
increased $158.9 million to $280.1 million compared to $121.2 million reported
in 1994. The net cash provided by operating activities increased because of
reduced working capital demands and because a significant portion of the
provisions for the restructuring charge and loss on the divestiture of the
Technical segment did not affect cash in 1995 and the 1994 cash usage included
a $55 million payment to the U.S. Internal Revenue Service, as discussed in Note
16 to the consolidated financial statements.
Net cash used for investing activities decreased $24.3 million to $105.0 million
for 1995 compared to $129.3 million in 1994. The decrease resulted primarily
from the receipt of proceeds from the divestiture of the Company's Technical
segment and the net redemption of marketable securities with maturities of more
than ninety days in 1995 compared to a net investment in such securities in
1994. These items were partially offset by increased capital expenditures and
investments in unconsolidated affiliates.
Net cash used for financing activities was $16.0 million in 1995 compared to
$55.5 million in 1994. The change resulted primarily from a 1995 equity issuance
for pension plan funding of $40.0 million offset in part by a 14% increase in
cash dividends paid to $.50 per share in 1995 versus $.44 per share in 1994.
Working capital at December 31, 1995 was $597.2 million compared to $436.2
million at December 31, 1994. The Company's current ratio was 1.9 at December
31, 1995 and 1.7 at December 31, 1994.
The Company's long-term financing is primarily comprised of 30-year debentures,
10-year unsecured notes, loans secured by mortgages on property and the
guarantee of $67.8 million of debt of the Brunswick Employee Stock Ownership
Plan. 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, 1995, the Company had an unused long-term credit
agreement totaling $400 million with a group of banks. The Company's
debt-to-capitalization ratio was 23.4% at December 31, 1995 compared to 26.4% at
December 31, 1994. Total debt at December 31, 1995 was $318.9 million versus
$327.0 million at December 31, 1994.
Capital expenditures, excluding acquisitions, were $122.7 million, $104.6
million and $95.8 million in 1995, 1994 and 1993. The Company has and will
continue to make capital expenditures that offer increased production
efficiencies, improvement to product quality, and growth from new products and
expansion of existing product lines. 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.
<PAGE>
Results of Operations 1995 vs. 1994
Net Sales
Consolidated net sales for 1995 increased 13% to $3.04 billion from $2.70
billion reported in 1994. The Marine and Recreation segments each contributed to
the improvement.
The Marine segment's net sales rose 15% to $2.28 billion in 1995 from $1.99
billion in 1994. The improvement reflects a 21% increase in international sales
and a 13% increase in domestic sales. Contributing to these increases were
growth in international sales of boats, primarily in Europe, and the strong
domestic and international demand for marine engines, especially in the first
six months of 1995.
The Recreation segment's net sales increased 7%, to $759.2 million in 1995 from
$709.4 million in 1994. The improvement resulted primarily from continued strong
East Asian demand for the Brunswick Indoor Recreation Group's (formed through
the consolidation of the Brunswick and Brunswick Recreation Centers Divisions in
1995) bowling capital equipment and increased domestic sales of the consumer
products and billiards product lines. The Zebco Division's sales increased both
domestically and internationally, primarily as a result of higher demand.
Operating Earnings
Consolidated operating earnings were $219.6 million in 1995 compared to $210.0
million in 1994. The 1995 results include a $40.0 million provision for
restructuring charges and management transition expenses. Absent these charges,
operating earnings would have been $259.6 million, or 24% higher than 1994.
The Marine segment reported operating earnings of $230.9 million in 1995
compared to $175.6 million in 1994. The previously discussed domestic and
international sales increases accounted for the improvement, offset in part by
increased advertising, marketing and product research and development expenses.
The Recreation segment operating earnings were $50.6 million in 1995 compared to
$82.8 million in 1994. The 1995 results include a $25.8 million restructuring
charge for the divestitures of the golf shaft business and Circus World Pizza
operations. Excluding the restructuring charge, operating earnings were $76.4
million. The decline in operating earnings resulted primarily from increased
research and development expenses, marketing expenses, manufacturing expenses
related to the Brunswick Indoor Recreation Group's new Frameworx capital
equipment line that began to be shipped in the third quarter of 1995 and lower
margins on sales of German-manufactured pinsetters due to currency fluctuations.
The Zebco Division's operating earnings improved due to the previously discussed
sales increases.
<PAGE>
Corporate expenses for 1995 were $61.9 million compared to $48.4 million in
1994. The 1995 expenses include a provision of $14.2 million for management
transition expenses and the costs of an early retirement and selective
separation program at the Company's corporate office. Excluding the provision,
corporate expenses were $47.7 million.
Interest Expense and Other Items, Net
Interest expense rose to $32.5 million from the $28.5 million reported in 1994.
The increase resulted primarily from increased interest expense on interest rate
swap transactions. Interest income and other items, net was $21.0 million in
1995 versus $16.9 in 1994. The increase is primarily the result of foreign
currency gains versus foreign currency losses in 1994 as well as higher earnings
of unconsolidated affiliates. The global nature of the Company's business
requires that it deal in many currencies. To mitigate the effect of foreign
currency fluctuations, the Company hedges selected currencies when deemed to be
appropriate.
Income Taxes
In 1995, the Company recorded a tax provision of $73.9 million compared with a
tax provision of $69.4 million in 1994. The 1995 effective tax rate of 35.5%
compares with 35% in 1994. For a reconciliation of tax rates, refer to Note 16
to the consolidated financial statements.
Looking to the Future
In 1995, the Company experienced its fourth consecutive year of improved results
from continuing operations. This performance is attributable to the following
factors the marine industry continued its recovery from the severe recession
that affected this market from late 1988 through 1992; the Company has
continued, and in fact enhanced, its focus on cost improvements that started
with the Marine segment restructuring implemented during the industry downturn;
and the Recreation segment has realized international growth through selected
acquisition and development of new markets for bowling capital equipment.
Looking ahead, it is difficult to predict the long-range outlook as the Company
will continue to be affected by the changing demands in the recreational marine
market and the effect of worldwide economic cycles on international bowling
equipment sales.
<PAGE>
However, the Company intends to continue its focus on growth in the markets it
serves through improved productivity and selected acquisitions, such as the
planned acquisition of the Nelson/Weather-Rite unit of Roadmaster Industries,
Inc., announced in the first quarter of 1996.
Environmental Matters
The U.S. Environmental Protection Agency (EPA) has announced proposed
regulations for limiting air emissions from gasoline engines used in pleasure
boats. Specifically, the EPA proposal seeks to reduce hydrocarbon and nitrous
oxide exhaust emissions from two-cycle, gasoline marine engines by more than 75
percent over a nine-year phase-in period beginning with the 1998 model year.
In anticipation of these requirements, in 1993 the Company's Mercury Marine
Division signed an agreement with Yamaha to co-develop and co-manufacture
four-cycle outboard engines. The first such engine was introduced in 1994 and a
second began production in early 1995.
Also in early 1995, Mercury formed a joint venture with Orbital Engine
Corporation, Ltd. of Australia to design, manufacture and market fuel systems
for low emissions, two-cycle engines. This new Small Engine Fuel Injection
System technology (SEFIS) will be employed on a significant range of Mercury
outboards. In late 1995, Mercury introduced a two-cycle, 200-horsepower,
3-liter outboard which utilizes an earlier Orbital direct fuel injection system
technology and which exceeds the impending EPA regulations. In addition, other
direct fuel injection methods to lower hydrocarbon emissions in two-cycle
engines are being evaluated.
The Company expects these four-cycle and low emissions two-cycle engines will
meet or exceed the proposed emission standards and be introduced ahead of the
required schedule.
Results of Operations 1994 vs. 1993
Net Sales
The Company's consolidated net sales for 1994 rose 22% to $2.70 billion from the
$2.21 billion reported for 1993. Increases in both the Marine and Recreation
segments contributed to this improvement.
The Marine segment's 1994 net sales increased 27% to $1.99 billion from $1.57
billion in 1993. Higher volume and an improved product mix accounted for 24% of
the growth while price increases constituted the remaining 3%. Domestic sales of
boats and engines increased 30% over the prior year, while international sales
increased 17%. Engine slaes rose 34% in Europe, and the Latin and South
American, Asian and Middle Eastern markets also reported increases.
International boat sales were flat in 1994 compared to 1993. Retail sales
increased at a rate greater than wholesale sales to dealers; therefore,
dealers inventories continued at low levels.
<PAGE>
The Recreation segment's 1994 net sales increased 12% to $709.4 million from
$635.6 million in 1993. The Brunswick Division's sales increased 13% on a 14%
increase in international sales as strong demand for capital equipment in Asia
and Europe continued, and a 10% increase in domestic sales as all product lines
reflected improvements. The Zebco Division's sales increased 20% as domestic
and international sales rose 19% and 25%, respectively. The Brunswick Recreation
Centers (BRC) Division sales were flat in 1994 compared to 1993 as price
increases of approximately 4% were offset by reduced bowling lineage caused by
the severe winter weather in early 1994 and the California earthquake which
closed several centers in the first quarter of 1994.
Operating Earnings
Consolidated operating earnings increased to $210.0 million in 1994 from $99.8
million in 1993. The Marine segment contributed significantly to this
improvement while the Recreation segment was up slightly over 1993.
The Marine segment's operating earnings for 1994 rose to $175.6 million from
$53.7 million in 1993. The previously discussed domestic and international sales
increases, a more favorable product mix and the benefits of the cost reduction
and consolidation programs begun when the marine downturn began in 1988
contributed to the improvement.
The Recreation segment's operating earnings were $82.8 million for 1994 compared
to $80.0 million in 1993. The Brunswick Division's operating earnings increased
as a result of the sales increases discussed above, but were largely offset by
continued operating losses experienced in its composite golf shaft operations
and higher costs for new product development and market expansion efforts. The
Zebco Division operating earnings also increased slightly, primarily due to the
domestic sales increase, which was offset by reduced foreign operating earnings
despite higher foreign sales, as foreign margins declined and as the Division
continued to incur costs as it integrated the Browning acquisition made in late
1992. The BRC Division's operating earnings for 1994 declined from 1993
primarily due to additional start-up costs and operating losses for its Circus
World Pizza operations.
Corporate expenses rose to $48.4 million in 1994 from the $33.9 million reported
in 1993. The increase was primarily due to losses on derivatives of $4.3
million, increased compensation expenses of $4.4 million and a second quarter
severance charge of $1.6 million.
<PAGE>
Interest and Other Items, Net
Interest expense rose to $28.5 million in 1994 from $27.2 million in 1993. The
increase resulted primarily from higher interest rates on swaps, which more than
offset the reduced interest expense on lower levels of debt and the net
reduction in interest expense resulting 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 $16.9 million
in 1994 from $13.9 million in 1993, primarily due to higher interest income
resulting from higher average investment rates, offset by lower earnings of
unconsolidated affiliates.
Income Taxes
In 1994, the Company recorded a tax provision of $69.4 million compared with a
tax provision of $32.0 million in 1993. The effective tax rate for 1994 of 35%
compared to 37% for 1993. The decrease in the effective tax rate resulted
primarily from increased tax credits and the impact of tax rates on the mix of
the Company's income, as well as the settlement of a dispute with the U. S.
Internal Revenue Service, as discussed in Note 16.
<PAGE>
<TABLE>
Brunswick Corporation
Consolidated Statements of Results Of Operations
For the Years Ended December 31,
(in millions, except per share data)
1995 1994 1993
<S> <C> <C> <C>
Net sales $ 3,041.4 $ 2,700.1 $ 2,206.8
Cost of sales 2,207.9 1,951.7 1,636.6
Selling, general and administrative 573.9 538.4 470.4
Restructuring charges and management transition expenses 40.0 - -
Operating earnings 219.6 210.0 99.8
Interest expense (32.5) (28.5) (27.2)
Interest income and other items, net 21.0 16.9 13.9
Earnings before income taxes 208.1 198.4 86.5
Income tax provision 73.9 69.4 32.0
Earnings from continuing operations before
extraordinary item and cumulative effect
of accounting changes 134.2 129.0 54.5
Cumulative effect on prior years of changes
in accounting principles - - (14.6)
Extraordinary loss from retirement of debt - - (4.6)
Discontinued operations
Estimated loss on divestiture of Technical segment (7.0) - (12.2)
Net earnings $ 127.2 $ 129.0 $ 23.1
Earnings (loss) per common share
Continuing operations $ 1.39 $ 1.35 $ 0.57
Cumulative effect of changes in accounting principles - - (0.15)
Extraordinary item - - (0.05)
Discontinued operations
Estimated loss on divestiture of Technical segment (0.07) - (0.13)
Net earnings per common share $ 1.32 $ 1.35 $ 0.24
The notes are an integral part of these consolidated statements.
</TABLE>
<PAGE>
<TABLE>
Brunswick Corporation
Consolidated Balance Sheets
As of December 31,
(in millions, except per share data)
Assets 1995 1994
Current assets
Cash and cash equivalents, at cost, which
<S> <C> <C>
approximates market $ 344.3 $ 185.2
Marketable securities 11.2 18.2
Accounts and notes receivable, less allowances
of $19.0 and $19.5 257.7 218.9
Inventories 411.4 409.0
Prepaid income taxes 203.8 175.0
Prepaid expenses 34.2 33.9
Income tax refunds receivable 15.0 17.3
Current assets 1,277.6 1,057.5
Property
Land 62.5 61.0
Buildings 385.5 367.8
Equipment 694.8 660.6
Total land, buildings and equipment 1,142.8 1,089.4
Accumulated depreciation (608.3) (571.7)
Net land, buildings and equipment 534.5 517.7
Unamortized product tooling costs 64.4 47.7
Net property 598.9 565.4
Other assets
Dealer networks 117.5 140.9
Trademarks and other 162.2 136.0
Excess of cost over net assets of businesses acquired 119.2 117.8
Investments 85.1 76.1
Other assets 484.0 470.8
Assets of continuing operations 2,360.5 2,093.7
Net assets of discontinued operations - 28.6
Total assets $2,360.5 $2,122.3
Liabilities and Shareholders' Equity
Short-term debt, including current maturities
of long-term debt $ 6.1 $ 8.2
Accounts payable 154.8 157.3
Accrued expenses 519.5 455.8
Current liabilities 680.4 621.3
Long-term debt
Notes, mortgages and debentures 312.8 318.8
Deferred items
Income taxes 157.8 133.8
Postretirement and postemployment benefits 138.3 114.0
Compensation and other 28.1 23.7
Deferred items 324.2 271.5
Common shareholders' equity
Common stock; authorized: 200,000,000 shares,
$.75 par value; issued: 102,537,692 and 100,687,992 76.9 75.5
Additional paid-in capital 299.4 261.5
Retained earnings 814.8 735.5
Treasury stock, at cost: 4,633,036 shares and
5,236,856 shares (85.0) (98.3)
Minimum pension liability adjustment (3.4) (0.7)
Unearned portion of restricted stock issued for futur (6.3) (2.4)
Cumulative translation adjustments 13.7 11.8
Unamortized ESOP expense (67.0) (72.2)
Common shareholders' equity 1,043.1 910.7
Total liabilities and shareholders' equity $2,360.5 $2,122.3
The notes are an integral part of these consolidated statements.
</TABLE>
<PAGE>
<TABLE>
Brunswick Corporation
Consolidated Statements Of Cash Flows
For the Years Ended December 31,
(in millions)
1995 1994 1993
Cash flows from operating activities
<S> <C> <C> <C> <C>
Net earnings $ 127.2 $ 129.0 $ 23.1
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization by continuing operations 120.5 119.8 117.8
Changes in noncash current assets and current
liabilities of continuing operations:
Increase in accounts and notes receivable (36.6) (50.1) (7.8)
(Increase) decrease in inventories 1.5 (83.6) (10.9)
(Increase) decrease in prepaid income taxes (28.8) 11.5 (6.0)
Increase in prepaid expenses (0.4) (9.7) (3.1)
(Increase) decrease in income tax refunds receivable 2.3 (17.3) -
Increase (decrease) in accounts payable (2.5) 34.5 16.4
Increase in accrued expenses 6.3 50.5 31.8
Increase (decrease) in taxes payable - (62.7) 64.5
Increase (decrease) in deferred items 52.6 24.4 (50.2)
Stock issued for employee benefit plans 8.6 4.5 3.8
Pension cost less than funding (33.2) (32.6) (17.8)
Restructuring charges and management transition expenses 40.0 - -
Other, net 3.9 4.3 1.3
Cumulative effect of changes in accounting principles - - 14.6
Estimated loss on disposition of Technical segment 11.5 - 12.2
(Increase)decrease in net assets of discontinued operations 7.2 (1.3) (0.8)
Net cash provided by operating activities 280.1 121.2 188.9
Cash flows from investing activities
Payments for businesses acquired, net of cash acquired and
including other cash payments associated with the acquisitions (10.3) (7.1) (2.1)
Capital expenditures (122.7) (104.6) (95.8)
Proceeds from sales of property 13.3 5.9 7.1
Proceeds from disposal of Technical segment 22.0 - -
Investments in unconsolidated affiliates (10.1) (1.7) (2.8)
Investments in marketable securities 7.0 (18.2) -
Other, net (3.6) (2.4) (1.6)
Net investing activities of discontinued operations (0.6) (1.2) (1.9)
Net cash used for investing activities (105.0) (129.3) (97.1)
Cash flows from financing activities
Proceeds from issuance of long-term debt - - 122.9
Proceeds from equity issuance to pension plan 40.0 - -
Payments of long-term debt, including current maturities (6.0) (6.2) (117.3)
Cash dividends paid (47.9) (42.0) (41.9)
Other, net (2.1) (7.3) (2.2)
Net cash used for financing activities (16.0) (55.5) (38.5)
Net increase (decrease) in cash and cash equivalents 159.1 (63.6) 53.3
Cash and cash equivalents at beginning of year 185.2 248.8 195.5
Cash and cash equivalents at end of year $ 344.3 $ 185.2 $ 248.8
Supplemental cash flow disclosures:
Interest paid $ 34.2 $ 35.1 $ 25.5
Income taxes paid, net of refunds 43.8 114.9 23.9
Supplemental schedule of noncash investing and financing activities:
Fair market value of treasury stock issued for
compensation plans and other $ 11.9 $ 4.0 $ 2.1
The notes are an integral part of these consolidated statements.
</TABLE>
<PAGE>
Notes to Consolidated Financial Statements
December 31, 1995, 1994, and 1993
1. Nature of Business and Significant Accounting Policies
Nature of Business. Brunswick Corporation and its wholly owned subsidiaries (the
Company ) is a multinational company that operates in two business segments.
The Marine segment through four divisions manufactures and sells marine engines
and boats. The Recreation segment through two divisions manufactures and sells
products utilized in the bowling industry; operates bowling centers; and
manufactures and sells fishing tackle, trolling motors and other products used
in the recreational fishing market.
Use of Estimates in the Financial Statements. The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements as well as the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
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 forty 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.
<PAGE>
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.
Product tooling costs. The Company capitalizes product tooling costs and
amortizes those costs over the estimated useful lives of the assets.
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 $267.7 million and $240.7 million at
December 31, 1995 and 1994, respectively. 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 $35.0 million and $29.9
million at December 31, 1995 and 1994, 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. The Company records income taxes under SFAS No. 109, which
requires an asset and liability method. This method results in 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 basis 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 legal requirements, tax considerations and investment opportunities for the
Company s domestic pension plans and in accordance with local laws and income
tax regulations for foreign plans. During 1995, 1994 and 1993, the Company
contributed $39.9 million, $37.3 million and $19.0 million, respectively, in
excess of the required minimum funding for its domestic pension plans.
Derivatives. Gains and losses related to qualifying hedges of firm commitments
and anticipated transactions are deferred and recognized in income, or as
adjustments of carrying amounts, when the hedged transaction occurs. Gains and
losses on instruments that do not qualify as hedges are recognized as other
income or expense. The Company does not hold or issue financial instruments for
trading purposes.
<PAGE>
2. Earnings (Loss) Per Common Share
Earnings (loss) per common share is based on the weighted average number of
common and common equivalent shares outstanding during each period. Such
average shares were 96.2 million, 95.7 million and 95.3 million for 1995, 1994
and 1993, respectively.
3. Inventories
At December 31, 1995 and 1994, $218.3 million and $183.1 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 $84.3 million and $78.5 million
higher than reported for 1995 and 1994, respectively. The FIFO cost of
inventories at these dates approximated replacement cost or net realizable
value. Inventories at December 31 consisted of the following:
(in millions) 1995 1994
Finished goods $206.9 $233.4
Work-in-process 129.3 105.2
Raw materials 75.2 70.4
Inventories $411.4 $409.0
4. Restructuring Charges and Management Transition Expenses
In the second quarter of 1995, the Company recorded restructuring and
management transition expenses of $40.0 million ($24.4 million after-tax). The
charge consisted of losses on the divestitures of the golf club shaft business
and Circus World Pizza operations in the Recreation segment, and management
transition expenses and the costs of an early retirement and selective
separation program at the Company s corporate office. The net sales and
operating losses (excluding divestiture provisions) for each of the three years
December 31, 1995 of the businesses to be divested were as follows:
(in millions) 1995 1994 1993
Net sales $ 21.0 $17.2 $11.7
Operating Losses $ 7.6 $ 6.4 $ 4.6
The Circus World Pizza operation divestiture and management transition and early
retirement and selected separation program have been completed. The remaining
reserve for the golf club shaft business is $17.0 million and management expects
the reserve to be adequate to cover exposures related to this divestiture. The
Company continues to evaluate offers for the golf club shaft business as of
December 31, 1995.
<PAGE>
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.
On April 28, 1995, the Company completed the sale of substantially all the
assets of its Technical Group to Technical Products Group, Inc., a newly formed
company controlled by TPG Holdings in Atlanta, Georgia. Included in the sale
were Brunswick operations in Marion, Virginia; Lincoln, Nebraska; Camden,
Arkansas; and Deland, Florida. Excluded were the assets associated with the
unit's facility in Costa Mesa, California, which are fully reserved as of
Decmeber 31, 1995 and which the Company continues to seek a buyer. Certain
liabilities of discontinued operations which are being retained by the Company
are reflected in Company's continuing operations in 1995. In the second quarter
of 1995, the Company recorded a provision of $11.5 million ($7.0 million
after-tax) reflecting lower than anticipated selling prices for those
businesses. 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 reflected the
estimated net realizable value on disposition including post-sale expenses.
The net sales were $35.1 million, $135.5 million and $147.4 million for the
three years ended December 31, 1995, 1994 and 1993, respectively. Operating
results of discontinued operations for 1995, 1994 and 1993 have been credited
to/charged against the divestiture reserve established in 1992.
6. Acquisitions
In 1995, the Company purchased the assets of one company for $10.3 million in
cash.
In 1994, the Company purchased the assets of four companies and majority
positions in three joint ventures for $7.1 million in cash.
In 1993, the Company purchased the assets of three companies for $2.1 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.
<PAGE>
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 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,
1995 and 1994, were approximately $167.0 million and $152.0 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 $39.0 million and $38.0 million at December 31, 1995 and 1994,
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 $50.3 million and $21.0 million at December 31, 1995 and 1994,
respectively, representing conditional commitments whereby the Company
guarantees performance to a third party. The majority of these commitments
include guarantees of premium payment under certain of the Company s insurance
programs and other guarantees issued in the ordinary course of business.
8. Financial Instruments
The Company enters into various financial instruments in the normal course of
business and in connection with the management of its assets and liabilities.
The carrying values of the Company s short-term financial instruments, including
cash and cash equivalents, marketable securities, accounts and note receivables,
short-term debt and the 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 $332.9 million and $304.0 million, respectively, versus
carrying amounts of $312.8 million and $318.8 million, respectively, at December
31, 1995 and 1994. The fair value of the Company s long-term investments was
determined based on quoted market prices, where available. Discounted cash flows
using market rates available for long-term debt with similar terms and remaining
maturities were used in determining the fair value of long-term debt.
<PAGE>
The Company has entered into interest rate swap agreements to reduce the impact
of changes in interest rates on the Company s investments and borrowings. These
agreements involve the exchange of interest payments based on underlying
notional principal amounts. The differential to be paid or received is
recognized over the lives of the agreements as an adjustment of interest income
and other items, net or as interest expense. 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, 1995 and 1994, the Company had an outstanding
floating-to-floating interest rate swap agreement with a notional principal
amount of $260.0 million which term expires in September 2003. The swap matches
the Company's invested cash portfolio. The interest rates on this agreement are
set on a semi-annual basis in arrears. In September 1994, the Company entered
into two $260.0 million notional principal floating-to-floating interest rate
swap agreements which terms expire in September 2003. The purpose of the
agreements is to mitigate the exposure on the original $260.0 million swap
agreement. The interest rates on these agreements are set on an annual and
semi-annual basis or quarterly basis in arrears, depending on the interest rate
agreements. The fair value of the interest rate swaps is based on dealer quotes
and represents the amount of consideration the Company would receive or pay to
terminate the contracts. The estimated aggregate market value of these
agreements at December 31, 1995 and 1994 were losses of $0.7 million and $5.4
million, respectively. Under the terms of the swap agreements, the timing of
payments and receipts between the Company and its counterparties do not always
fall within the same accounting period. As a result, the Company has recorded
prepaid assets related to the interest rate swap agreements at December 31, 1995
and 1994 of $10.5 million and $10.2 million, respectively. Other liabilities
relating to the original interest rate swap agreement were $4.6 million and $4.3
million, respectively at December 31, 1995 and 1994.
At December 31, 1993, the Company also had outstanding fixed-to-floating
interest rate swap agreements with notional principal amounts totaling $200.0
million, which terms expire in September 1996. These agreements, which matched a
portion of the Company's fixed rate debt, were terminated in September 1994 to
recognize the loss on these agreements for tax purposes. A deferred loss of
$10.1 million is being amortized over the original terms of the interest rate
swap agreements. The unamortized loss at December 31, 1995 is $4.4 million. The
Company replaced these agreements with interest rate swap agreements with
notional principal amounts totaling $200.0 million that contained revised rates,
shorter terms and with counterparties. These agreements were terminated in
October 1994. The impact of these terminations, which is being deferred and
amortized over the original terms of the agreements, was not material.
<PAGE>
The Company also enters into forward exchange contracts, whose durations are
usually less than two years, 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 earnings. Losses of $4.2 million and $2.9 million were
included in net earnings for 1995 and 1994 and a gain of $1.2 million was
recorded in 1993.
Forward exchange contracts outstanding at December 31 were as follows:
Contract
Foreign U.S. Fair Market
(in millions) Currency Dollar Value
1995
Belgium Franc 949.9 $ 29.2 $ 32.1
Japanese Yen 3,697.0 37.8 36.2
Swiss Franc 1.2 1.0 1.0
Italian Lira 242.8 0.2 0.2
French Franc 3.4 0.7 0.7
German Mark 4.2 3.1 2.9
Total $ 72.0 $ 73.1
1994
Belgium Franc 1,909.0 $ 58.4 $ 58.9
Canadian Dollar 22.4 16.0 16.0
Italian Lira 1,415.8 0.9 0.9
French Franc 4.0 0.7 0.7
German Mark 5.0 3.3 3.2
Total $ 79.3 $ 79.7
1993
Belgium Franc 1,057.2 $ 29.2 $ 29.8
The Company uses commodity swap agreements to hedge anticipated purchases of
aluminum. Under the aluminum swap agreements, the Company receives or makes
payments based on the difference between a specified price and the market price
of aluminum. At December 31, 1995, the Company had swap agreements with dealers
to exchange monthly payments on approximately 57% of the Company's total
aluminum purchases in 1996 and 40% in 1997. The Company records the payments
when received or made and does not have a carrying value recorded. These
agreements have a notional principal value of $32.0 million. During the year
ended December 31, 1995, the Company had swaps covering approximately 60% of the
40 million pounds of aluminum purchased. During the year ended December 31,
1994, the Company had swaps covering approximately 31% of the 41 million pounds
of aluminum purchased. The Company had no outstanding commodity swaps at
December 31, 1993.
<PAGE>
The fair market value of these agreements was $0.3 million and $6.4 million at
December 31, 1995 and December 31, 1994, respectively. The fair market value
was obtained from dealer quotes based on a financial model used to project
future prices of aluminum.
The Company monitors and controls market risk from derivative activities by
utilizing floating rates that historically have moved in tandem with each other,
matching positions and limiting the terms of contracts to short durations. To
minimize credit risk, the Company limits derivative arrangements to those banks
and investment firms that the Company has continuing business relationships with
and regularly monitors the credit ratings of its counterparties. The Company
prepares periodic analyses of its positions in derivatives to assess the current
and projected status of these agreements.
The fair market value of the financial instruments held by the Company at
December 31, 1995, may not be representative of the actual gains or losses that
will be recorded when these instruments mature due to the volatility of the
markets in which they are traded.
<PAGE>
<TABLE>
9. Segment Information
Industry segments Geographic segments
Total United
(in millions) Marine Recreation Elimin. Segments States Foreign Elimin. Corporate Consolidated
1995
Net sales
<S> <C> <C> <C> <C> <C> <S> <C> <C>
Customers $ 2,282.2 759.2 $ 3,041.4 $ 2,532.2 509.2 - - $ 3,041.4
Intersegment 4.5 (4.5) - 237.1 38.5 (275.6) - -
$ 2,282.2 763.7 (4.5) $ 3,041.4 $ 2,769.3 547.7 (275.6) - $ 3,041.4
Operating earnings $ 230.9 50.6 $ 281.5 230.6 50.9 - (61.9) $ 219.6
Assets of continuing
operations $ 1,136.7 464.2 $ 1,600.9 1,417.1 183.8 - 759.6 $ 2,360.5
Capital expenditures 89.9 31.1 - 121.0 1.7 122.7
Depreciation 59.7 26.3 - 86.0 1.8 87.8
Amortization 30.5 1.9 32.4 0.3 32.7
1994
Net sales
Customers $ 1,990.7 709.4 $ 2,700.1 $ 2,212.7 487.4 - - $ 2,700.1
Intersegment 3.8 (3.8) - 235.4 30.3 (265.7) - -
$ 1,990.7 713.2 (3.8) $ 2,700.1 $ 2,448.1 517.7 (265.7) - $ 2,700.1
Operating earnings $ 175.6 82.8 $ 258.4 205.4 53.0 - (48.4) $ 210.0
Assets of continuing
operations $ 1,115.7 437.1 $ 1,552.8 1,388.9 163.9 - 540.9 $ 2,093.7
Capital expenditures 69.5 34.5 - 104.0 0.6 104.6
Depreciation 54.7 23.1 - 77.8 2.0 79.8
Amortization 38.1 1.5 39.6 0.4 40.0
1993
Net sales
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
Amortization 37.6 0.9 38.5 1.2 39.7
</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 Recreation segment s 1995 operating earnings include a $25.8 million charge
for the anticipated losses on the divestitures of the golf club shaft business
and Circus World Pizza operations.
The Corporate operating expenses for 1995 include $14.2 million in management
transition expenses and costs associated with an early retirement and selective
separation program at the Company s corporate office.
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, 1995, 1994 and 1993, were $294.5 million, $190.6 million and $181.4
million, respectively.
10. Accrued Expenses
Accrued expenses at December 31 were as follows:
(in millions) 1995 1994
Payroll and other compensation $97.8 $80.3
Product warranties 89.5 78.3
Dealer allowances and discounts 72.9 67.9
Litigation and claims 40.9 45.1
Health and liability insurance 60.8 59.9
Restructuring charges
and disposition costs 59.2 28.4
Taxes, other than income taxes 16.0 17.2
Other 82.4 78.7
Accrued expenses $519.5 $455.8
<PAGE>
11. Debt
Short-term debt at December 31 consisted of the following:
(in millions) 1995 1994
Notes payable $ 0.3 $ 2.6
Current maturities of long-term debt 5.8 5.6
Short-term debt $ 6.1 $ 8.2
Long-term debt at December 31 consisted of the following:
(in millions) 1995 1994
Mortgage notes and other, 3% to 10%
payable through 2001 $ 26.8 $ 27.3
Notes, 8.125% due 1997,
net of discount of $0.1 99.9 99.9
Debentures, 7.375% due 2023
net of discount of $0.9 124.1 124.1
Guaranteed ESOP debt, 8.13%
payable through 2004 67.8 73.1
318.6 324.4
Current Maturities (5.8) (5.6)
Long Term Debt $ 312.8 $ 318.8
Scheduled Maturities
1997 $106.4
1998 10.8
1999 9.9
2000 8.0
Thereafter 177.7
$312.8
On November 6, 1995, the Company and seventeen banks amended the long-term
credit agreement and increased the amount to $400 million from $300 million. The
termination date was extended to December 31, 2000. The $100 million short-term
credit agreement was canceled.
Under terms of the amended agreement, 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. The Company
must pay a facility fee of 0.11% per annum on the agreement.
<PAGE>
Under the agreement, the Company is subject to interest coverage, net worth and
leverage tests, as well as a restriction on secured debt, as defined. Under 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 8.6 to 1.0 at December 31,
1995. The leverage ratio of consolidated total debt to capitalization, as
defined, may not exceed 0.55 to 1.00, and at December 31, 1995, this ratio was
0.23 to 1.00. The Company also is required to maintain shareholders equity of
at least $839.6 million at December 31, 1995. 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, 1995. There were no borrowings
under the credit agreement at December 31, 1995.
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 were used for
general corporate purposes.
The interest rate on the ESOP notes, originally at 8.2% per anum, 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%.
<PAGE>
<TABLE>
12. Consolidated Common Shareholders' Equity
(in millions, except per share data) Minimum
Addt'l pension Unearned Cumul. Unamort.
Common stock paid-in Retained Treasury stock liab restricted transl. ESOP
Shares Amount capital earnings Shares Amount adjmt stock adjmt Expense Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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) $804.4
1994
Net Earnings - - - 129.0 - - - - - - 129.0
Dividends declared ($.44 per
common share) - - - (42.0) - - - - - - (42.0)
Compensation plans and other - - 0.1 - 0.2 4.4 6.0 (0.1) - - 10.4
Deferred Compensation-ESOP - - - - - - - - - 5.0 5.0
Currency translation - - - - - - - - 3.9 - 3.9
Balance, December 31, 1994 100.7 $75.5 $261.5 $735.5 (5.2) ($98.3) ($0.7) ($2.4) $11.8 ($72.2) $910.7
1995
Net income - - - 127.2 - - - - - - 127.2
Dividends declared ($.50 per
common share) - - - (47.9) - - - - - - (47.9)
Compensation plans and other - - (0.7) - 0.6 13.3 (2.7) (3.9) - - 6.0
Deferred Compensation-ESOP - - - - - - - - - 5.2 5.2
Purchase of stock by master pe 1.8 1.4 38.6 - - - - - - - 40.0
Currency translation - - - - - - - - 1.9 - 1.9
Balance, December 31, 1995 102.5 $76.9 $299.4 $814.8 (4.6) ($85.0) ($3.4) ($6.3) $13.7 ($67.0) $1,043.1
At December 31, 1995, 1994 and 1993, the Company had no preferred stock outstanding (Authorized: 12.5 million shares,
$.75 par value at December 31, 1995)
</TABLE>
<PAGE>
13. 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
1995, 1994 and 1993, the Company recorded pretax provisions of $7.8 million,
$15.6 million and $18.2 million ($4.8 million, $9.7 million and $11.2 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.
On December 7, 1995, Independent Boat Builders, Inc. ( IBBI ), a boat materials
buying group, and eighteen of its boat building members, brought suit against
the Company in the United States District court for the Eastern District of
Arkansas alleging that the company has unlawfully acquired and maintained a
monopoly of the domestic stern drive marine engine market and has attempted to
monopolize the domestic stern drive recreational boat market through its
acquisitions of the Company s current boat companies and its marketing, sales
and business practices. On February 29, 1996, the Plaintiffs and five
additional members of IBBI filed an Amended Complaint making similar allegations
with respect to the Company's manufacture and sale of outboard engines and
boats powered by outboard engines, and asserting that certain of the Company's
agreements with its dealers violate the antitrust laws. The Plaintiffs have
requested an injunction requiring the Company to divest its boat manufacturing
operations and to cease the alleged monopolizing practices, as well as actual
damages, treble damages, punitive damages, and attorneys fees and costs. 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. The Company has filed its answer to the complaint and the parties
have begun the discovery process. On February 12, 1996 the Company filed a
counterclaim in this litigation against the Plaintiffs alleging that the
Plaintiffs have unlawfully conspired to restrain trade in violation of Federal
antitrust laws. The Company intends to aggressively pursue its counterclaim,
which seeks injunctive relief, the dissolution of IBBI, actual and treble
damages, attorney's fees and costs.
<PAGE>
On February 3, 1995, the Company announced a series of agreements with Genmar
Industries, Inc., including settlement of an antitrust lawsuit brought by Genmar
against the Company. Agreements were entered to supply Genmar with marine
engines manufactured by the Company and to acquire certain investments in Baja
Boats, Inc. from Genmar. The Company s total cash payment relating to these
agreements was $22.5 million and had no material impact on the results of
operations of the Company.
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 subpoenas 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.
14. 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
as originally adopted provided for the issuance of a maximum of 5,000,000 shares
of common stock of the Company. On October 24, 1995, the Board of Directors
amended the plan to increase the number of shares issuable under the plan by
6,200,000 shares, subject to shareholders approval at the Company s Annual
Meeting on April 24, 1996. Common stock issued under the plan may be either
authorized, but unissued shares or treasury shares.
Non-qualified stock options were awarded to 377, 364 and 413 executives and
management employees of the Company in 1995, 1994 and 1993, respectively.
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
exercizable 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, 1995, 1,386,165 shares were exercisable under outstanding
options at a weighted average option price of $15.88 per share.
Restricted shares were also awarded to certain senior executives of the Company
during 1995, 1994 and 1993. 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
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 $0.6 million, $0.5 million and $0.3 million for 1995,
1994 and 1993, respectively.
<PAGE>
Also in 1995, the Company granted stock awards to certain senior executives to
compensate them for the forfeiture of compensation and other employee benefits
to which they had been entitled at their former employers. Of these shares,
149,079 are held in trust until termination of employment.
Stock option and restricted stock activities including discontinued operations
were as follows:
Stock Restricted Available
Options Average Stock for
Outstanding Price Outstanding Grant
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
Granted 719,150 $18.217 102,989 (822,139)
Exercised (124,765) $14.596 (4,925) -----
Canceled (81,910) $16.401 (21,175) 81,910
At December 31,
1994 2,097,240 ----- 235,514 2,507,511
Granted 1,395,850 $19.419 109,101 (1,504,951)
Exercised (114,265) $15.043 (179,115) -----
Canceled (45,740) $17.912 0 45,740
Stock awards ----- $20.140 ----- (151,079)
At December 31,
1995 3,333,085 ----- 165,500 897,221
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 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 from continuing
operations for the compensation element of the 1971 Plan were $0.1 million, $0.2
million and $0.4 million in 1995, 1994 and 1993, respectively.
<PAGE>
Subject to shareholder approval at the April 24, 1996 Annual Meeting, the Board
of Directors of the Company has adopted the 1995 Stock Plan for Non-Employee
Directors. Under this plan, the Company has agreed to pay the non-employee
directors at retirement common stock equal to the July 25, 1995 present value of
benefits at retirement under the non-employee directors pension plan, which has
been terminated. New directors receive a $25,000 common stock award under the
plan. The plan also provides that certain fees and annual retainers be paid in
common stock. Awards for the pension benefits and for new directors are deferred
until retirement, and directors may elect to defer receipt of the stock issued
for annual retainers and fees. In 1995 89,776 shares of common stock were issued
under the plan and held in trust.
On April 26, 1994, shareholders of the Company approved the 1994 Stock Option
Plan for Non-Employee Directors. Under this plan, the Company may grant options
to non-employee directors to purchase up to a maximum of 200,000 shares of the
Company s common stock with the grant price being the market price at the date
of grant. Stock option activities were as follows:
Stock Options Average Available
Outstanding Option Price for Grant
At January 1, 1994 ---- ----- 200,000
Granted 22,500 $22.75 (22,500)
Exercised 0 -----
Canceled 0 0
At December 31, 1994
22,500 ----- 177,500
Granted 24,800 $21.00 (24,800)
Exercised 0 -----
Canceled 0 0
At December 31, 1995
47,300 ----- 152,700
In October 1995, the Financial Accounting Standards Board issued Statement No.
123, Accounting for Stock-Based Compensation, which encourages, but does not
require, companies to recognize compensation expense for grants of common
stock, stock options and other equity instruments to employees based on new fair
value accounting rules. The Company does not expect to adopt the new rules and
will continue to apply the existing accounting rules contained in Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees.
Statement No. 123 requires companies to comply with certain disclosures about
stock-based employee compensation arrangements regardless of the method used
to account for them in 1996.
<PAGE>
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
pwoer 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 elections 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.
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 purchsed 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
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.
Shares committed-to-be released, allocated and remaining in suspense at December
31 were as follows:
Share accounts 1995 1994
Committed-to-be released 298,098 298,806
Allocated 1,450,545 1,310,686
Suspense 2,788,656 3,116,075
<PAGE>
The Accounting Standards Division of the American Institute of Certified Public
Accountants issued Statement of Position 93-6 (SOP 93-6), Employers' Accounting
for Employee Stock Ownership Plans, in November 1993. SOP 93-6 requires
accounting for ESOPs under the shares allocated method for shares purchased by
ESOPs after December 31, 1992. The Company is covered by the grandfather
provisions of SOP 93-6 for its current ESOP shares which were purchased from the
Company prior to December 31, 1992 and are accounted for under the cash
payment method. All ESOP shares are considered outstanding for earnings (loss)
per common share purposes.
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, net of
dividend payments to the ESOP. Unamortized ESOP expense is reduced as the
Company recognizes compensation expense. Dividend payments made by the
Company to the ESOP are reported as a reduction of retained earnings and are
used by the ESOP to pay down ESOP debt. The Company s contributions to the
ESOP were as follows:
(in millions) 1995 1994 1993
Compensation expense $ 2.9 $ 2.9 $ 2.4
Interest expense 5.8 6.2 6.6
Dividends 2.3 2.1 2.2
Total debt service payments $11.0 $11.2 $11.2
15. 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 $12.7 million, $11.2
million and $7.3 million in 1995, 1994 and 1993, 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.
<PAGE>
Pension costs for 1995, 1994 and 1993, determined in accordance with the
Financial Accounting Standards Board Statement No. 87, "Employers Accounting
for Pensions" (SFAS No. 87), included the following components:
(in millions) 1995 1994 1993
Service cost-benefits
earned during the period $ 11.6 $ 11.7 $ 9.4
Interest cost on projected
benefit obligation 34.2 31.2 29.4
Actual return on assets (90.8) 3.0 (25.7)
Net amortization and deferral 57.7 (34.7) (5.8)
Net pension cost $ 12.7 $ 11.2 $ 7.3
<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:
Plans whose Plans whose Plans whose Plans whose
assets exceed accumulated assets exceed accumulated
accumulated benefits accumulated benefits
benefits exceed assets benefits exceed assets
(in millions)
Actuarial present value of:
Vested benefit
obligation $(440.1) $(43.9) $(316.8) $(23.9)
Nonvested benefit
obligation (30.5) (0.4) (22.8) (0.2)
Accumulated benefit
obligation (470.6) (44.3) (339.6) (24.1)
Effects of anticipated future
compensation levels and
other events (59.3) (7.5) (43.3) (5.3)
Projected benefit
obligation (529.9) (51.8) (382.9) (29.4)
Plan assets at
fair value 543.3 13.7 361.0 2.0
Plan assets in excess of
(less than) projected
benefit obligation 13.4 (38.1) (21.9) (27.4)
Unrecognized net
transition asset (6.6) 1.6 (12.3) 1.8
Unrecognized prior
service cost 17.2 (0.1) 20.5 (0.2)
Net unrecognized loss
from past experience different
from assumed and effects of changes
in assumptions 60.4 10.0 64.0 3.7
Adjustment to recognize
minimum liability -- (6.1) -- (1.6)
Pension asset (liability)
recognized in financial
statements $84.4 $(32.7) $50.3 $(23.7)
<PAGE>
The projected benefit obligations were determined primarily using assumed
weighted average discount rates of 7.25% in 1995 and 8.5% in 1994, and an
assumed compensation increase of 5.5% in 1995 and 1994. The assumed weighted
average long-term rate of return on plan assets was primarily 9% in 1995 and
1994.
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 April 1,
2001, 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 14.
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 for
this plan were $3.2 million, $2.5 million and $1.3 million in 1995, 1994 and
1993, respectively.
Certain other Brunswick 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 of $3.1 million, $3.0 million and $2.2 million in
1995, 1994 and 1993, respectively.
The Brunswick Retirement Savings Plan for salaried and certain hourly employees,
including employees of 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 a 30% matching
contribution in 1995 and 1994 and a 10% matching contribution in 1993.
The Company's contributions are made in common stock of the Company. The net
charges to continuing operations for matching contributions were $2.3 million,
$2.1 million and $0.5 million in 1995, 1994 and 1993, respectively.
<PAGE>
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. 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. Postretirement benefit cost was $4.5 million,
$5.3 million and $6.4 million in 1995, 1994 and 1993, respectively.
Net periodic postretirement benefit cost of continuing operations for 1995,
1994 and 1993 included the following components:
(in millions) 1995 1994 1993
Service cost-benefits attributed to service
during the period $1.2 $1.5 $1.5
Interest cost on accumulated
postretirement benefit obligation 4.3 4.2 4.9
Net amortization and deferral (1.0) (0.4) ----
Net periodic postretirement
benefit cost $4.5 $5.3 $6.4
The amounts recognized in the Company's balance sheets at December 31 were as
follows:
(in millions) 1995 1994
Accumulated postretirement benefit obligation:
Retirees $ 40.9 $ 24.9
Fully eligible active plan participants 6.5 4.8
Other active plan participants 29.3 23.8
Total 76.7 53.5
Unrecognized prior service cost 2.4 2.5
Unrecognized net gains 6.9 12.2
Post retirement liability recognized
in financial statements $86.0 $68.2
<PAGE>
The postretirement liability for the Company s discontinued Technical segment
of $16.7 million was included in the net assets of discontinued operations at
December 31, 1994. Under the terms of the sales agreement, the postretirement
liability has been retained by the Company and included above at December 31,
1995.
The accumulated postretirement benefit obligation was determined using weighted
average discount rates of 7.25% in 1995 and 8.5% in 1994, and an assumed
compensation increase of 5.5% in 1995 and 1994. The health care cost trend rates
were assumed to be 9.7% and 7% in 1996 for pre-65 and post-65 benefits,
respectively, gradually declining to 5% after six years and years, respectively,
and remaining at that level thereafter. The health care cost trend rates were
assumed to be 10.4% and 8% in 1995 for pre-65 and post-65 benefits,
respectively, gradually declining to 5% after seven years and three 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 $7.3 million at December 31,
1995 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 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 years prior to 1993 of adopting SFAS No. 112, including discontinued
operations, was to decrease net earnings by $14.6 million. The effect of
this change on 1995, 1994 and 1993 consolidated results of operations was not
material.
16. Income Taxes
The sources of earnings (loss) before income taxes are presented as follows:
(in millions) 1995 1994 1993
United States $197.1 $191.6 $89.0
Foreign 11.0 6.8 (2.5)
Earnings before income taxes $208.1 $198.4 $86.5
<PAGE>
The income tax provision (benefit) consisted of the following:
(in millions) 1995 1994 1993
Current tax expense
U. S. Federal $56.7 $ 48.3 $ 13.9
State and local 8.9 2.6 11.1
Foreign 7.7 8.4 7.0
Total current $73.3 $ 59.3 $ 32.0
Deferred tax expense
U.S. Federal $ 2.0 $ 4.2 $ 8.5
State and local (2.4) 6.6 (7.0)
Foreign 1.0 (0.7) (1.5)
Total deferred $ 0.6 $ 10.1 $ 0.0
Total provision $73.9 $ 69.4 $ 32.0
Temporary differences and carryforwards which give rise to deferred tax assets
and liabilities at December 31 are as follows:
(in millions) 1995 1994
Deferred tax assets
Litigation and claims $18.3 $18.6
Product warranty 36.9 33.1
Dealer allowance and discounts 15.2 15.8
Bad debts 9.5 9.8
Sales of businesses 16.1 9.9
Insurance reserves 28.9 27.3
Restructuring 13.5 4.8
Loss carryforwards and carrybacks 14.4 13.0
Other 54.2 45.9
Valuation allowance (3.2) (3.2)
Total Deferred tax assets $203.8 $175.0
Deferred tax liabilities(assets)
Depreciation and amortization $32.6 $24.5
Postretirement and
postemployment benefits (22.1) (22.2)
Other assets and investments 84.7 86.5
Other 62.6 45.0
Total deferred tax liabilities $157.8 $133.8
<PAGE>
The valuation allowance relates to deferred tax assets established under SFAS
No. 109 for capital loss carry-forwards of $2.9 million, and state net operating
loss carryforwards of $0.3 million. These unutilized loss carryforwards, which
will expire through 2000, 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 primarily by carryback to
prior years taxable income or as charges against reversals of future taxable
temporary differences. Based upon prior earnings history, it is expected that
future taxable income will be more than sufficient to utilize the remaining
deductible temporary differences.
Deferred taxes have been provided, as required, on the undistributed
earnings of foreign subsidiaries and unconsolidated affiliates.
The difference between the actual income tax provision and the tax provision
computed by applying the statutory Federal income tax rate to earnings before
taxes is attributable to the following:
(in millions) 1995 1994 1993
Income tax provision at 35% $ 72.8 $ 69.4 $ 30.3
State and local income taxes,
net of Federal income tax effect 4.3 5.8 2.7
Foreign sales corporation benefit (1.7) (1.5) (1.5)
Taxes related to foreign income,
net of credits 0.8 (2.3) (1.9)
Goodwill and other amortization 0.8 0.8 1.8
Enacted tax rate change ----- ----- (3.6)
Other (3.1) (2.8) 4.2
Actual income tax provision $ 73.9 $ 69.4 $ 32.0
Effective tax rate 35.5% 35.0% 37.0%
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 their 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 agreed to allow amortization deductions for virtually all
of the acquired intangible assets, and the Company agreed to increase the
amortizable lives of most of the acquired intangible assets.
The revised lives created a temporary difference which resulted in an initial
obligation by the Company to pay the IRS approximately $55 million during the
first quarter of 1994, 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 was charged to existing reserves and the taxes
paid represent temporary differences which created, and have been recorded as
deferred tax assets, this agreement had no impact on the Company's consolidated
results of operations.
<PAGE>
17. Translation of Foreign Currencies
Most of the Company s 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:
(in millions) 1995 1994 1993
Balance at January 1 $11.8 $ 7.9 $ 8.9
Translation and other 3.9 7.8 (1.9)
Allocated income taxes (2.0) (3.9) 0.9
Balance at December 31 $13.7 $11.8 $ 7.9
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 $3.6 million, $5.4 million and
$1.0 million were recorded in 1995, 1994 and 1993, respectively.
18. 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 2028.
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:
(in millions) 1995 1994 1993
Basic expense $22.8 $22.0 $21.2
Contingent expense 0.6 0.6 0.6
Sublease income (1.9) (1.7) (1.2)
Rent expense, net $21.5 $20.9 $20.6
Future minimum rental payments at December 31, 1995, under agreements classified
as operating leases with noncancelable terms in excess of one year, are
as follows:
(in millions)
1996 $ 8.8
1997 10.1
1998 12.0
1999 8.0
2000 7.1
Thereafter 12.6
Future minimum operating lease rental payments
(not reduced by minimum sublease rentals
of $1.1 million) $58.6
19. Technological Expenditures
Technological expenditures consisted of the following:
(in millions) 1995 1994 1993
Research and development $ 90.4 $ 68.6 $ 60.8
Engineering and other 6.5 10.9 9.0
Technological expenditures $ 96.9 $ 79.5 $ 69.8
20. Preferred Share Purchase Rights
In March 1986, the Company's Board of Directors declared a dividend of one
Preferred Share Purchase Right (Old 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 Old 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 Old Rights held. The Old Rights
expire on March 31, 1996.
On February 6, 1996, the Board of directors declared a dividend payable on April
1, 1996 of one Preferred Share Purchase Right (New Right) on each outstanding
share of the Company's common stock. Under certain conditions each holder of New
Rights may purchase one one-thousandth of a share of a new series of junior
participating preferred stock at an exercise price of $85 for each New Right
held. The new Rights expire on April 1, 2006.
<PAGE>
The Old Rights and the New Rights (collectively the 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 on the Company's common stock or
(2) fifteen days (or such later time as determined by the Board of Directors)
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, may be redeemed by the Company
at a price of $.025 per Old Right and $.01 per New 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>
21. 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:
(in millions) 1995 1994 1993
Net sales $414.4 $392.3 $332.2
Gross margin $ 62.9 $ 80.4 $ 70.5
Net earnings $ 17.8 $ 26.0 $ 24.2
Company's share of net earnings $ 11.5 $ 10.1 $ 11.3
Current assets $200.1 $178.5 $155.4
Non-current assets 123.5 114.2 104.2
Total assets 323.6 292.7 259.6
Current liabilities (157.4) (134.9) (125.1)
Non-Current liabilities (17.8) (27.2) (28.8)
Net assets $148.4 $130.6 $105.7
The net sales of affiliates include an insignificant amount of sales to the
Company.
<PAGE>
23. Quarterly Data (unaudited)
<TABLE>
Quarter
(in millions, except per share data) 1st 2nd 3rd 4th Year
1995
<S> <C> <C> <C> <C> <C>
Net sales $ 774.2 $ 839.2 $ 725.7 $ 702.3 $ 3,041.4
Gross margin $ 215.4 $ 244.9 $ 193.8 $ 179.4 $ 833.5
Earnings from continuing operations $ 40.2 $ 37.1 $ 34.7 $ 22.2 $ 134.2
Loss on disposition of Technical segment - (7.0) - - (7.0)
Net earnings $ 40.2 $ 30.1 $ 34.7 $ 22.2 $ 127.2
Per common share
Earnings from continuing operations $ 0.42 $ 0.38 $ 0.36 $ 0.23 $ 1.39
Discontinued operations
Loss on disposition of Technical segment - (0.07) - - (0.07)
Net earnings $ 0.42 $ 0.31 $ 0.36 $ 0.23 $ 1.32
Dividends declared $ 0.125 $ 0.125 $ 0.125 $ 0.125 $ 0.50
Common stock price (NYSE)
High $21 $23 1/2 $21 3/8 $24 $24
Low $18 7/8 $16 3/8 $16 7/8 $19 $16 3/8
1994
Net sales $ 634.9 $ 748.2 $ 662.1 $ 654.9 $ 2,700.1
Gross margin $ 176.3 $ 225.4 $ 177.1 $ 169.6 $ 748.4
Earnings from continuing operations $ 26.4 $ 55.2 $ 29.4 $ 18.0 $ 129.0
Net earnings $ 26.4 $ 55.2 $ 29.4 $ 18.0 $ 129.0
Per common share
Earnings from continuing operations $ 0.28 $ 0.58 $ 0.31 $ 0.19 $ 1.35
Net earnings $ 0.28 $ 0.58 $ 0.31 $ 0.19 $ 1.35
Dividends declared $ 0.11 $ 0.11 $ 0.11 $ 0.11 $ 0.44
Common stock price (NYSE)
High $23 5/8 $25 1/8 $24 5/8 $22 $25 1/8
Low $18 1/8 $20 1/8 $19 7/8 $17 $17
</TABLE>
Second quarter net earnings in 1995 include an after-tax charge of $24.4 million
for the losses on the divestiture of the golf club shaft business and Circus
World Pizza operations in the Recreation segment and management transition
expenses and the cost of an early retirement and selective separation program at
the Company's corporate office.
<PAGE>
Report of Management
The consolidated balance sheets of Brunswick Corporation as of December 31,
1995 and 1994, and the related consolidated statements of operations, cash flows
and stockholders equity for each of the three years in the period ending
December 31, 1995, have been prepared by management, which is responsible for
their integrity and objectivity. The statements have been prepared in conformity
with generally accepted accounting principles and include some amounts that are
based upon management s best estimates and judgements and contain all normal and
recurring adjustments to present fairly the results of operations. The financial
information contained elsewhere in this annual report is consistent with that
contained in the financial statements.
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 performed by a professional
staff of corporate auditors 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
non-employee 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.
<PAGE>
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, 1995
and 1994, and the related consolidated statements of results of operations and
cash flows for each of the three years in the period ended December 31, 1995.
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.
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, 1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.
As discussed in Note 15 to the consolidated financial statements, effective
January 1, 1993, the Company changed its method of accounting for postemployment
benefits.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index of
financial statements is presented for purposes of complying with the Securities
and Exchange Commission's rules and is not part of the basic financial
statements. This schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, fairly
states 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 LLP
Chicago, Illinois,
January 30, 1996
<PAGE>
<TABLE>
Brunswick Corporation
Five Year Financial Summary
(in millions, except ratios and per share data 1995 1994 1993 1992 1991
Results of Operations Data
<S> <C> <C> <C> <C> <C>
Net sales $3,041.4 $2,700.1 $2,206.8 $2,059.4 $1,841.0
Depreciation 87.8 79.8 78.1 77.8 84.0
Amortization 32.7 40.0 39.7 38.1 41.0
Operating earnings(loss) 219.6 210.0 99.8 79.8 (18.4)
Earnings(loss) before income taxes 208.1 198.4 86.5 62.0 (40.5)
Earnings(loss) from continuing operations
before extraordinary item and cumulative
effect of accounting changes 134.2 129.0 54.5 39.7 (35.0)
Cumulative effect on prior years of changes
in accounting principles - - (14.6) (38.3) -
Extraordinary loss from retirement of debt - - (4.6) - -
Discontinued operations
Earnings(loss) from discontinued operations - - - (1.7) 11.3
Gain(estimated loss) on divestitures of
Technical segment businesses (7.0) - (12.2) (26.0) -
Net earnings(loss) 127.2 129.0 23.1 (26.3) (23.7)
Per Common Share Data
Earnings(loss) from continuing operations
before extraordinary item and cumulative
effect of accounting changes $ 1.39 $ 1.35 $ 0.57 $ 0.43 $ (0.40)
Cumulative efffect on prior years of changes
in accounting principles - - (0.15) (0.41) -
Extraordinary item - - (0.05) - -
Discontinued operations
Earnings(loss) from discontinued operations - - - (0.02) 0.13
Gain(estimated loss) on divestitures of
Technical segment businesses (0.07) - (0.13) (0.28) -
Net earnings(loss) 1.32 1.35 0.24 (0.28) (0.27)
Dividends declared 0.50 0.44 0.44 0.44 0.33
Dividends paid 0.50 0.44 0.44 0.44 0.44
Book value 10.66 9.55 8.44 8.65 8.79
Balance Sheet Data
Capital expenditures $ 122.7 $ 104.6 $ 95.8 $ 88.6 $ 74.7
Assets of continuing operations 2,360.5 2,093.7 1,957.6 1,872.4 1,760.9
Debt
Short-term $ 6.1 $ 8.2 $ 11.9 $ 16.0 $ 6.3
Long-term 312.8 318.8 324.5 304.5 315.9
Total debt 318.9 327.0 336.4 320.5 322.2
Common shareholders' equity 1,043.1 910.7 804.4 822.5 778.7
Total capitalization $1,362.0 $1,237.7 $1,140.8 $1,143.0 $1,100.9
Other Data
Return on beginning
shareholders' equity 14.7 % 16.0 % 6.6 % 5.1 % (4.2)%
Effective tax rate(benefit) 35.5 % 35.0 % 37.0 % 36.0 % (13.6)%
Working capital ratio 1.9 1.7 1.6 1.7 1.5
Debt-to-capitalization rate 23.4 % 26.4 % 29.5 % 28.0 % 29.3 %
Common Stock Price(NYSE)
High $24 $25 1/8 $18 1/2 $17 3/4 $16 1/8
Low 16 3/8 17 12 1/2 12 1/4 8 3/4
Close 24 18 7/8 18 16 1/4 13 7/8
</TABLE>
The Notes to Consolidated Financial Statements should be read in conjunction
with the above summary.
<PAGE>
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation of our report dated January 30, 1996, 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), Form S-8
(File No. 33-55022), Form S-8 (File No. 33-56193), Form S-8 (File No.
33-61835) and Form S-8 (File No. 33-65217).
Arthur Andersen LLP
Chicago, Illinois,
March 22, 1996
<PAGE>
Brunswick Corporation
<TABLE>
Schedule II - Valuation and Qualifying Accounts
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
<S> <C> <C> <C> <C> <C> <C>
1995 $ 19.5 $ 5.7 $ (6.5) $ 0.4 $ (0.1) $ 19.0
1994 $ 16.9 $ 6.0 $ (4.3) $ 1.1 $ (0.2) $ 19.5
1993 $ 15.6 $ 2.1 $ (4.0) $ 1.1 $ 2.1 $ 16.9
* Includes $2.4 million relating to acquisitions
This schedule reflects only the financial information of continuing
operations.
Deferred tax
asset valuation
allowance
1995 $ 3.2 $ - $ - $ - $ - $ 3.2
1994 $ 5.8 $ - $ - $ (2.6) $ - $ 3.2
1993 $ 8.8 $ - $ - $ (3.0) $ - $ 5.8
This account reflects the adoption of SFAS No. 109, "Accounting for Income
Taxes", which was adopted effective January 1, 1992. In 1993 and 1994 the
Company utilized $3.0 million and $2.6 million respectively, of foreign tax
credits from prior years. The utilization of these foreign tax credit
carryforwards reduced income tax expense for the year.
This schedule reflects only the financial information of continuing
operations.
</TABLE>
<PAGE>
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 Certificate of Designation, Preferences and Rights of Series
A Junior Participating Preferred Stock.
3.3 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 filed as Exhibit 4.3 to the Company's
Annual Report on Form 10-K for 1993, and hereby
incorporated by reference.
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 February 5, 1996, between the
Company and Harris Trust and Savings Bank filed as Exhibit
1 to the Company's Registration Statement for Prferred Share
Purchase Rights on Form 8-A dated March 13, 1996, 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.
<PAGE>
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 April 1, 1995 by and
between the Company and Peter N. Larson filed as
Exhibit 10 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1995, and hereby
incorporated by reference.
10.8* Employment Agreement dated December 1, 1995 by and
between the Company and Peter B. Hamilton.
10.9* Form of Employment Agreement by and between the
Company and each of W. J. Barrington, J. W. Dawson,
T. K. Erwin, F. J. Florjancic, Jr., P. B. Hamilton, D. D.
Jones, R. T. McNaney, R. S. O'Brien, J. A. Schenk,
R. C. Steinway and K. B. Zeigler.
10.10* 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.
10.11* 1995 Stock Plan for Non-Employee Directors filed as
Exhibit B to the Company's definitive Proxy Statement
dated March 19, 1996 for the Annual Meeting of
Stockholders on April 24, 1996 and hereby incorporated
by reference.
<PAGE>
10.12* 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.
10.13* 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 1980 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.
10.14* 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.
10.15* Form of Indemnification Agreement by and between the
Company and each of N. D. Archibald, M. J. Callahan, J.
P. Diesel, P. Harf, G. D. Kennedy, B. K. Koken,
J. W. Lorsch, B. M. Musham, R. N. Rasmus, K. Roman
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.
10.16* 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.
10.17* Indemnification Agreement dated April 1, 1995 by and
between the Company and P. N. Larson.
10.18* Form of Indemnification Agreement by and between the
Company and each of W. J. Barrington, J. W. Dawson,
T. K. Erwin, F. J. Florjancic, Jr., P. B. Hamilton, D. D.
Jones, R. T. McNaney, R. S. O'Brien, J. C. Olson, J. A.
Schenk, R. C. Steinway, D. M. Yaconetti and K. B.
Zeigler 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.
10.19* 1991 Stock Plan filed as Exhibit A to the Company's
definitive Proxy Statement dated March 19, 1996 for the
Annual Meeting of Stockholders on April 24, 1996 and
hereby incorporated by reference.
<PAGE>
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 1995 filed as Exhibit
10.20 to the Company's Annual Report on Form 10-K for
1993 and hereby incorporated by reference.
10.22* Brunswick Performance Plan for 1996.
10.23* Brunswick Strategic Incentive Plan for 1993-1995, 1994-
1996 and 1995-1997 filed as Exhibit 10.23 to the
Company's Annual Report on Form 10-K for 1993 and
hereby incorporated by reference.
10.24* Brunswick Strategic Incentive Plan for 1996-1997.
21.1 Subsidiaries of the Company.
24.1 Powers of Attorney.
27.1 Financial Data Schedule
*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
Certificate of Designation, Preferences and Rights
of Serier A Junion Participating Preferred Stock
of
Brunswick Corporation
Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
We, Peter B. Hamilton, Senior Vice President and Chief Financial Officer, and
Dianne M. Yaconetti, Corporate Secretary of Brunswick Corporation, a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "Corporation"), in accordance with the provisions of Section 103
thereof, Do Hereby Certify:
That pursuant to the authority conferred upon the Board of Directors by the
Certificate of Incorporation, as amended, of the Corporation, the Board of
Directors on February 5, 1996 adopted the following resolution creating a series
of 150,000 shares of preferred stock designated as Series A Junior Participating
Preferred Stock:
Resolved, that pursuant to the authority vested in the Board of Directors of
the Corporation in accordance with the provisions of its Certificate of
Incorporation, as amended, a series of preferred stock, par value $0.75 per
share, of the Corporation (such preferred stock being herein referred to as
"Preferred Stock," which term shall include any additional shares of preferred
stock of the same class heretofore or hereafter authorized to be issued by the
Corporation), consisting of 150,000 shares is hereby created, and the voting
powers, preferences and relative, participating, optional or other special
rights, and the qualifications, limitations or restrictions thereof, are as
follows:
Section 1. Designation and Amount. There shall be a series of Preferred
Stock of the Corporation which shall be designated as "Series A Junior
Participating Preferred Stock," par value $0.75 per share (hereinafter called
"Series A Junior Preferred Stock"), and the number of shares constituting such
series shall be 150,000. Such number of shares may be increased or decreased by
resolution of the Board of Directors and by the filing of a certificate
pursuant to the provisions of the General Corporation Law of the State of
Delaware stating that such increase or reduction has been so authorized;
provided, however, that no decrease shall reduce the number of shares of Series
A Junior Preferred Stock to a number less than that of the shares then
outstanding plus the number of shares of Series A Junior Preferred Stock
issuable upon exercise of outstanding rights, options or warrants or upon
conversion of outstanding securities issued by the Corporation.
<PAGE>
Section 2. Dividends and Distributions.
(A) Subject to the prior and superior rights of the holders of any shares of
any series of Preferred Stock ranking prior and superior to the shares of Series
A Junior Preferred Stock with respect to dividends, the holders of shares of
Series A Junior Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for such
purpose, quarterly dividends payable in cash to holders of record on the last
business day of March, June, September and December in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"), commencing
on the first Quarterly Dividend Payment Date after the first issuance of a
share or fraction of a share of Series A Junior Preferred Stock, in an amount
per share (rounded to the nearest cent) equal to the greater of (a) $1.00 and
(b) subject to the provision for adjustment hereinafter set forth, 1000 times
the aggregate per share amount of all cash dividends, and 1000 times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock
(hereinafter defined) or a subdivision of the outstanding shares of Common Stock
(by reclassification or otherwise), declared on the Common Stock, par value
$0.75 per share, of the Corporation (the "Common Stock") since the immediately
preceding Quarterly Dividend Payment Date, or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Junior Preferred Stock.
If the Corporation shall at any time following February 5, 1996 (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount to which holders of
shares of Series A Junior Preferred Stock were entitled immediately prior to
such event under clause (b) of the preceding sentence shall be adjusted by
multiplying each such amount by a fraction the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution on the Series A
Junior Preferred Stock as provided in paragraph (A) above at the time it
declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock).
(C) No dividend or distribution (other than a dividend payable in shares of
Common Stock) shall be paid or payable to the holders of shares of Common Stock
unless, prior thereto, all accrued but unpaid dividends to the date of such
dividend or distribution shall have been paid to the holders of shares of Series
A Junior Preferred Stock.
(D) Dividends shall begin to accrue and be cumulative on outstanding shares
of Series A Junior Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series A Junior Preferred Stock,
unless the date of issue of such shares is prior to the record date for the
first Quarterly Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares, or unless the date
of issue is a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of Series A Junior Preferred Stock
entitled to receive a quarterly dividend and before such Quarterly Dividend
Payment Date, in either of which events such dividends shall begin to accrue and
be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of Series A
Junior Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Junior Preferred Stock entitled to receive
payment of a dividend or distribution declared thereon, which record date shall
be no more than 30 days prior to the date fixed for the payment thereof.
<PAGE>
Section 3. Voting Rights. The holders of shares of Series A Junior Preferred
Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth, each one
one-thousandth of a share of Series A Junior Preferred Stock shall entitle the
holder thereof to one vote on all matters submitted to a vote of the
stockholders of the Corporation. If the Corporation shall at any time following
February 5, 1996 (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding shares of Common Stock or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the number of votes per share to which holders of shares of
Series A Junior Preferred Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.
(B) Except as otherwise provided herein or by law, the holders of shares of
Series A Junior Preferred Stock and the holders of shares of Common Stock and
any other capital stock of the Corporation having general voting rights shall
vote together as one class on all matters submitted to a vote of stockholders of
the Corporation.
(C) (i) Whenever, at any time or times, dividends payable on any share
or shares of Series A Junior Preferred Stock shall be in arrears in an amount
equal to at least six full quarterly dividends (whether or not declared and
whether or not consecutive), the holders of record of the outstanding Preferred
Stock shall have the exclusive right, voting separately as a single class, to
elect a total of two directors of the Corporation. Such two directors shall be
elected initially at a special meeting of stockholders of the Corporation or at
the Corporation's next annual meeting of stockholders, and subsequently at each
annual meeting of stockholders, as provided below. The term of office of the
two directors so elected shall end on the date of the annual meeting following
such election. At elections for such directors, the holders of shares of Series
A Junior Preferred Stock shall be entitled to cast one vote for each one one-
thousandth of a share of Series A Junior Preferred Stock held.
<PAGE>
(ii) Upon the vesting of such right of the holders of the Preferred Stock,
the maximum authorized number of members of the Board of Directors shall
automatically be increased by two and the two vacancies so created shall be
filled by vote of the holders of the outstanding Preferred Stock as hereinafter
set forth. A special meeting of the stockholders of the Corporation then
entitled to vote shall be called by the Chairman or the President or the
Secretary of the Corporation, if requested in writing by the holders of record
of not less than 10% of the Preferred Stock then outstanding. At such special
meeting, or, if no such special meeting shall have been called, then at the next
annual meeting of stockholders of the Corporation, the holders of the shares of
the Preferred Stock shall elect, voting as above provided, two directors of the
Corporation to fill the aforesaid vacancies created by the automatic increase in
the number of members of the Board of Directors. The term of office of the two
directors so elected shall end on the date of the annual meeting following such
election. At any and all such meetings for such election, the holders of a
majority of the outstanding shares of the Preferred Stock shall be necessary to
constitute a quorum for such election, whether present in person or by proxy,
and such two directors shall be elected by the vote of at least a plurality of
shares held by such stockholders present or represented at the meeting. Any
director elected by holders of shares of the Preferred Stock pursuant to this
Section may be removed at any annual or special meeting, by vote of a majority
of the stockholders voting as a class who elected such director, with or without
cause. In case any vacancy shall occur among the directors elected by the
holders of the Preferred Stock pursuant to this Section, such vacancy may be
filled by the remaining director so elected, or his successor then in office,
and the director so elected to fill such vacancy shall serve until the next
meeting of stockholders for the election of directors. After the holders of the
Preferred Stock shall have exercised their right to elect Directors in any
default period and during the continuance of such period, the number of
Directors shall not be further increased or decreased except by vote of the
holders of Preferred Stock as herein provided or pursuant to the rights of any
equity securities ranking senior to or pari passu with the Series A Junior
Preferred Stock.
(iii) The right of the holders of the Preferred Stock, voting separately as
a class, to elect two members of the Board of Directors of the Corporation as
aforesaid shall continue until, and only until, such time as all arrears in
dividends (whether or not declared) on the Preferred Stock shall have been paid
or declared and set apart for payment, at which time such right shall terminate,
except as herein or by law expressly provided, subject to revesting in the event
of each and every subsequent default of the character above-mentioned. Upon
any termination of the right of the holders of the shares of the Preferred Stock
as a class to vote for directors as herein provided, the term of office of all
directors then in office elected by the holders of Preferred Stock pursuant to
this Section shall terminate immediately. Whenever the term of office of the
directors elected by the holders of the Preferred Stock pursuant to this Section
shall terminate and the special voting powers vested in the holders of the
Preferred Stock pursuant to this Section shall have expired, the maximum
number of members of the Board of Directors of the Corporation shall be such
number as may be provided for in the By-laws of the Corporation irrespective
of any increase made pursuant to the provisions of this Section.
(D) Except as set forth herein, holders of Series A Junior Preferred Stock
shall have no special voting rights and their consent shall not be required
(except to the extent they are entitled to vote with holders of Common Stock as
set forth herein) for taking any corporate action.
<PAGE>
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or distributions payable
on the Series A Junior Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series A Junior Preferred Stock outstanding shall
have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Junior Preferred Stock;
(ii) declare or pay dividends on or make any other distributions on any
shares of stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Junior Preferred Stock, except
dividends paid ratably on the Series A Junior Preferred Stock and all such
parity stock on which dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares
of any stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Junior Preferred Stock, provided
that the Corporation may at any time redeem, purchase or otherwise acquire
shares of any such parity stock in exchange for shares of any stock of the
orporation ranking junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series A Junior Preferred Stock; or
<PAGE>
(iv) purchase or otherwise acquire for consideration any shares of Series
A Junior Preferred Stock, except in accordance with a purchase offer made in
writing or by publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.
(B) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section,
purchase or otherwise acquire such shares at such time and in such manner.
<PAGE>
Section 5. Reacquired Shares. Any shares of Series A Junior Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.
Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any voluntary
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made to the holders of shares of stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding up) to the Series A Junior Preferred
Stock unless, prior thereto, the holders of shares of Series A Junior Preferred
Stock shall have received $.01 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment (the "Series A Liquidation Preference"). Following the payment
of the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A Junior
Preferred Stock unless, prior thereto, the holders of shares, of Common Stock
shall have received an amount per share (the "Common Adjustment") equal to the
quotient obtained by dividing (i) the Series A Liquidation Preference by (ii)
1000 (as appropriately adjusted as set forth in subparagraph C below
to reflect such events as stock splits, stock dividends and recapitalizations
with respect to the Common Stock) (such number in clause (ii), the "Adjustment
Number").
Following the payment of the full amount of the Series A Liquidation Preference
and the Common Adjustment in respect of all outstanding shares of Series A
Junior Preferred Stock and Common Stock, respectively, holders of Series A
Junior Preferred Stock and holders of shares of Common Stock shall receive their
ratable and proportionate share of the remaining assets to be distributed in the
ratio, on a per share basis, of the Adjustment Number to 1 with respect to such
Preferred Stock and Common Stock, on a per share basis, respectively.
(B) If, however, there are not sufficient assets available to permit payment
in full of the Series A Liquidation Preference and the liquidation preferences
of all other series of Preferred Stock, if any, which rank on a parity with the
Series A Junior Preferred Stock, then such remaining assets shall be
distributed ratably to the holders of such parity shares in proportion to
their respective liquidation preferences.
(C) If the Corporation shall at any time following February 5, 1996 (i)
declare any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding shares of Common Stock or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. If the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case the shares of Series A Junior
Preferred Stock shall at the same time be similarly exchanged or changed in an
amount per share (subject to the provision for adjustment hereinafter set forth)
equal to 1000 times the aggregate amount of stock, securities, cash and/or any
other property (payable in kind), as the case may be, into which or for which
each share of Common Stock is changed or exchanged. If the Corporation shall
at any time (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such
case the amount set forth in the preceding sentence with respect to the exchange
or change of shares of Series A Junior Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 8. Redemption. The shares of Series A Junior Preferred Stock shall not
be redeemable by the Corporation. The preceding sentence shall not limit the
ability of the Corporation to purchase or otherwise deal in such shares of stock
to the extent permitted by law.
Section 9. Ranking. The Series A Junior Preferred Stock shall rank junior to
all other series of the Corporation's preferred stock (whether with or without
par value) as to the payment of dividends and the distribution of assets, unless
the terms of any such series shall provide otherwise.
Section 10. Amendment. The Certificate of Incorporation of the Corporation
shall not be amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series A Junior Preferred Stock so
as to affect them adversely without the affirmative vote of the holders of a
majority or more of the outstanding shares of Series A Junior Preferred Stock,
voting separately as a class.
<PAGE>
Section 11. Fractional Shares. Series A Junior Preferred Stock may be issued
in fractions of a share which shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Junior Preferred Stock.
In witness whereof, Brunswick Corporation has caused its corporate seal
to be hereunto affixed and this Certificate to be signed by Peter B. Hamilton,
Senior Vice President and Chief Financial Officer, and Dianne M. Yaconetti,
Corporate Secretary, this 9th day of February, 1996.
Brunswick Corporation
By: / s/Peter B. Hamilton
Name: Peter B. Hamilton
Title: Senior Vice President and
Chief Financial Officer
(Seal)
Attest:
By: /s/ Dianne M. Yaconetti
Name: Dianne M. Yaconetti
Title: Corporate Secretary
<PAGE>
Exhibit 3.3
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.
<PAGE>
Article III
Directors
Section 1. The number of directors shall be thirteen 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
of directors or a 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 at 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.
<PAGE>
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
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.
<PAGE>
Excutive 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 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 repealed 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.
<PAGE>
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
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.
<PAGE>
(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 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 compensation
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.
<PAGE>
Corporate Governance 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 corporate
governance committee of the board of directors and appoint one of the directors
so designated as its chairman. Members on the corporate governance committee of
the board of directors shall be restricted to disinterested persons which for
this purpose shall mean any director who, during the time the director is a
member of the corporate governance committee of the board of directors, is
neither an officer or employee 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 corporate governance committee of the board of directors 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 corporate governance committee of the board of directors 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
corporate governance committee. The compensation, if any, of members
of the committee shall be established by resolution of the board of directors.
(b) The corporate governance committee of the board of directors shall be
responsible for all matters of corporate governance and director affairs
including, but not limited to:
(i) considering and making recommendations to the
board with regard to changes in the size of the board;
(ii) developing and maintaining appropriate criteria for
the composition of the board of directors and its nominees;
(iii) overseeing the selection of and making recommendations to the
board regarding nominees for election as directors to be submitted to the
stockholders and nominees to fill vacancies on the board of directors as they
occur;
<PAGE>
(iv) coordinating an annual evaluation by the board, with
input from senior management, of the structure of the board and its committees
and the processes employed in their deliberations; and
(v) periodically evaluating the performance of members 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 corporate governance 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
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.
<PAGE>
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.
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.
<PAGE>
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 an officer of the corporation
and shall preside at all meetings of the stockholders and the board of
directors and shall perform such other duties as appertain to the office of the
chairman of the board and as may be assigned to him from time to time by the
board of directors.
The President
Section 7. The president 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 and shall possess
such powers and perform such duties as usually appertain to the chief executive
officer in business corporations. In the absence of the chairman of the board,
he shall preside at all meetings of the stockholders and the board of directors
and shall perform such other duties as may from time to time be assigned to him
by the board of directors. He shall see that all orders and resolutions of the
board of directors and the executive committee are carried into effect.
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 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 secretary 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.
<PAGE>
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
orporation, 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.
<PAGE>
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.
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.
<PAGE>
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.
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.
<PAGE>
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.
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.
<PAGE>
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.
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.
<PAGE>
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 10.8
Employment Agreement
This Agreement, made and entered into as of December 1, 1995, by and
between Brunswick Corporation, a Delaware corporation (the "Company"),
and Peter B. Hamiliton (the "Executive");
Witnesseth That:
Whereas, the parties hereto desire to enter into this Agreement pertaining
to the employment of the Executive by the Company beginning on the Effective
Date (as described below);
Now, therefore, in consideration of the mutual covenants set forth
below, it is hereby covenanted and agreed by the Executive and the Company as
follows:
1. Performance of Services. The Executive's employment with the Company shall
be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to
employ the Executive as a Senior Vice President and Chief Financial Officer
during the Agreement Term (as defined below), and the Executive hereby
agrees to remain in the employ of the Company during the Agreement Term.
(b) During the Agreement Term, while the Executive is employed by the
Company, the Executive shall devote his best efforts and full business time
exclusively to the business affairs of the Company and the Affiliates (as
defined below) and shall perform his duties faithfully and efficiently,
subject to the direction of the Chief Executive Officer of the Company. The
Executive, however, may engage in charitable, civic or other similar
pursuits and, subject to the approval of the Company's Chief Executive
Officer, may become a director of other corporations, to the extent that
such activities do not interfere with his devoting his best efforts to his
duties to the Company. As soon as practicable after the Effective Date, the
Executive shall be elected as a member of the Company's Operating Committee.
(c) For purposes of this Agreement, the term "Affiliate" means (i) any
corporation, partnership, joint venture or other entity during any period in
which it owns, directly or indirectly, at least fifty percent of the voting
power of all classes of stock of the Company (or successor to the Company)
entitled to vote; and (ii) any corporation, partnership, joint venture or
other entity during any period in which at least a thirty percent voting or
profits interest is owned, directly or indirectly, by the Company, by any
entity that is a successor to the Company, or by any entity that is an
Affiliate by reason of clause (i) next above.
<PAGE>
(d) The "Agreement Term" shall be the period beginning on the Effective Date
and ending on December 31, 1998. The "Effective Date" of this Agreement
shall be December 1, 1995.
(e) In connection with the Executive's employment by the Company, the
Executive shall be based at the principal executive offices of the Company,
except for travel determined by the Company's Chief Executive Officer to be
necessary or appropriate.
2. Compensation. In consideration of the services rendered by the Executive
to the Company, in consideration of the Executive's agreement to remain
in the employ of the Company during the Agreement Term, and subject to the terms
of this Agreement, the Company shall compensate the Executive during the
Agreement Term, while the Executive is employed by the Company, as follows:
(a) One-Time Payments. To compensate the Executive for the forfeiture of
compensation and other employment benefits resulting from his resignation
from Cummins Engine Company, Inc. (the "Predecessor Employer"), the
Company shall provide to the Executive the following one-time payments:
(i) The Executive shall receive an award of 20,000 shares of common
stock of the Company ("Company Stock"). Shares awarded under
this paragraph (i) shall be fully vested on the Effective Date.
(ii) The Executive shall receive a cash payment of $40,000.
(iii) The Executive shall receive a non-qualified stock option award to
purchase 50,000 shares of Company Stock, subject to the
applicable provisions of paragraph 2(e).
The one-time payments shall be made as soon as practicable after the
Effective Date (but in no event prior to January, 1996). If the Executive so
elects, the Executive shall pay an amount in cash to the Company to satisfy
any withholding taxes with respect to the one-time stock award described in
paragraph 2(a)(i).
(b) Salary. The Executive's annual base salary rate shall initially be
$350,000, and thereafter shall not be reduced below the annual rate of
$350,000 (except for across-the-board uniform salary reductions affecting
all senior executives of the Company). The salary shall be payable monthly
or more frequently in accordance with Company practice. The Executive's
performance and salary shall be reviewed annually by the Chief Executive
Officer.
<PAGE>
(c) Annual Bonus. The Executive shall participate in an annual bonus program.
The bonus program shall provide for a maximum bonus amount of 100% of
the Executive's annual salary. The terms of the bonus program shall be
established by the Board of Directors of the Company (the "Board") or the
Chief Executive Officer of the Company; provided that the bonus may be
distributed in cash, in fully-vested shares of Company Stock, or in a
combination of both, as determined by the Chief Executive Officer or the
Board. The value of Company Stock distributed as a bonus in accordance
with this paragraph (c) shall be determined as of the last business day
prior to the date on which the amount of the bonus is determined by the
Board.
(d) Strategic Incentive Plan. The Executive shall be entitled to participate
in the Company's Strategic Incentive Plan for performance periods beginning
after December 31, 1995. The maximum value of the award for any two-year
performance period shall be 100% of the Executive's annual salary. For
purposes of this paragraph (d), the Executive's annual salary for any two-
year performance period shall be one times his annual base salary rate in
effect at the beginning of the two-year performance period, without regard
to any changes in salary rate during the performance period. The awards
under the Company's Strategic Incentive Plan will be denominated in stock
units, with the value of the award based on price of a share of Company
Stock at the beginning of the performance period. Shares of Company Stock
awarded for any two-year performance period shall be transferred as soon as
practicable after the end of the performance period, and shall be fully
vested upon transfer. Any shares of Company Stock awarded to the Executive
under this Agreement may be subject to such stock ownership guidelines as
are in effect for senior management of the Company from time to time.
(e) Stock Options. In addition to the stock option granted pursuant to
paragraph 2(a)(iii), the Executive shall receive a non-qualified stock
option award to purchase 50,000 shares of Company Stock. Such grant shall
be made on or as soon as practicable after January 1, 1996. The options
awarded under paragraph 2(a)(iii) and this paragraph (e) shall be subject to
terms comparable to those included in stock options awarded under the
Brunswick Corporation 1991 Stock Plan (the "1991 Plan") to other officers of
the Company. The purchase price per share for the option awarded under
paragraph 2(a)(iii) and this paragraph (e) shall be the fair market value of
a share of Company Stock at the date of grant. For purposes of this
Agreement, the "fair market value" of a share of Company Stock for any date
shall be the closing market composite price for the Company Stock (as
reported for the New York Stock Exchange - Composite Transactions).
Exercisability of the stock options awarded under paragraph 2(a)(iii) and
this paragraph (e) shall be subject to the following:
<PAGE>
(i) If the Executive is employed by the Company from the Effective
Date until December 31, 1998, the options shall become
exercisable on December 31, 1998.
(ii) If the Executive's employment with the Company terminates prior
to December 31, 1998 for reasons of death or Disability (as
defined in paragraph 3(d)), the options shall become (or remain)
exercisable until the earlier of (A) the expiration date of the option
or (B) two years following termination of the Executive's
employment.
(iii) If the Executive's employment with the Company is terminated by
the Company prior to December 31, 1998 under circumstances
described in paragraph 3(f) (relating to termination by the
Company without Cause), or if the Executive resigns for Good
Reason (as defined in paragraph 3(e)), then the options shall
become (or remain) exercisable until the earlier of (A) the
expiration date of the option or (B) five years following termination
of the Executive's employment.
(f) Supplemental Pension. If the Executive is employed through the end of the
Agreement Term, or if his Date of Termination occurs (i) prior to the end of
the Agreement Term by reason of his death or Disability, (ii) under
circumstances described in paragraph 3(f) (relating to termination by the
Company without Cause), or (iii) by reason of his resignation for Good
Reason, he shall be entitled to receive benefits under the Brunswick
Supplemental Pension Plan (the "Supplemental Plan") or, in the discretion of
the Company, under another non-qualified plan maintained by the Company,
in an amount which, when added to the benefits otherwise payable to or on
behalf of the Executive under the Supplemental Plan and the Brunswick
Pension Plan for Salaried Employees, will provide the Executive with the
benefits that would have been payable to or on behalf of the Executive under
the Supplemental Plan and the Brunswick Pension Plan for Salaried
Employees if he had, in addition to his actual years of service, completed
an additional 12.5 years of service with the Company for all purposes under
both of such plans. If the Executive is credited with the additional years
of service in accordance with this paragraph (f), the monthly benefit
payable under this paragraph (f) in the form of a single life annuity for
the life of the Executive commencing at his age 65 shall be reduced (but not
below zero) by the monthly amount of the benefit payable to the Executive
under the Retirement Plan and the Excess Benefit Retirement Plan of the
Predecessor Employer, based on its being paid in the form of a single life
annuity for the life of the Executive commencing at his age 65. If the
pension benefits are payable to the Executive pursuant to this paragraph
(f) are paid in a form other than a single life annuity for the life of the
Executive commencing at his age 65, then such benefits shall be actuarially
equivalent to the value of the benefit determined in accordance with the
foregoing provisions of this paragraph (f), with the actuarial equivalency
determined using the actuarial assumptions in effect under the Brunswick
Pension Plan for Salaried Employees as of the date of commencement of such
benefit payments.
<PAGE>
(g) Retiree Medical Benefits. If the Executive is employed through the end of
the Agreement Term, or if his Date of Termination occurs (i) prior to the
end of the Agreement Term by reason of his death or Disability, (ii) under
circumstances described in paragraph 3(f) (relating to termination by the
Company without Cause), or (iii) by reason of his resignation for Good
Reason, he shall be entitled to retiree medical benefit coverage to the same
extent as other executives leaving the employ of the Company at the time of
the Executive's Date of Termination, determined as though the Executive
had, in addition to his actual years of service, completed an additional
12.5 years of service with the Company. If the Executive's Date of
Termination occurs for any other reason, his entitlement to retiree medical
coverage shall be determined based on his actual years of service with the
Company.
(h) Disability. The Executive shall receive from the Company disability income
replacement coverage which will provide for replacement of income at a
commercially reasonable rate during any period in which the Executive is
Disabled (as defined in paragraph 3(d)) if the Disability arose during the
Agreement Term and prior to the Executive's Date of Termination. During
any period while the Executive is Disabled, and is otherwise entitled to
receive Salary under this Agreement, any Salary payments to the Executive
shall be reduced by the amount of any benefits paid for the same period of
time under the Company's disability income replacement coverage.
(i) Vacation. The Executive shall be entitled to paid vacations in accordance
with the applicable policy of the Company as in effect from time to time,
but in no event shall the Executive be entitled to less than four weeks paid
vacation per year. The Executive's level of eligibility for vacation shall
be determined as though the Executive had, in addition to his actual years
of service completed an additional 12.5 years of service with the Company.
(j) Benefits. The Executive shall be a participant in any and all plans
maintained by the Company from time to time to provide benefits for its
senior executives, and for its salaried employees generally, including,
without limitation, any pension, profit sharing, employee stock ownership or
retirement plan, any life, accident, medical, hospital or similar group
insurance program, and any plans or arrangements providing tax planning or
financial planning. However, the Company shall not be required to provide a
benefit under this paragraph (j) if such benefit would duplicate (or
otherwise be of the same type as) a benefit specifically required to be
provided under another provision of this Agreement.
<PAGE>
(k) Perquisites. The Executive shall be entitled to all perquisites generally
provided by the Company to its senior executives. However, the Company
shall not be required to provide perquisites under this paragraph (k) if
such perquisites would duplicate (or otherwise be of the same type as) a
perquisite specifically required to be provided under another provision of
this Agreement.
(l) Expenses. The Executive shall be reimbursed for all reasonable expenses
incurred in performing his obligations under this Agreement. The Executive
shall be reimbursed for all reasonable relocation expenses (including,
without limitation, temporary living expenses) in connection with his
relocation to the Chicago area, in accordance with the Company's relocation
policy applicable to officers.
(m) Attorney fees. The Company shall reimburse the Executive for the
reasonable attorney fees incurred in connection with the negotiation of this
Agreement.
(n) Withholding. All compensation and benefits payable to the Executive shall
be subject to applicable withholding taxes and other employment taxes. The
Company, in its discretion, may accept other provision for payment of
required taxes.
3. Termination. The Executive's employment with the Company may be
terminated by the Company or the Executive only under the circumstances
described in paragraphs 3(a) through 3(f):
(a) Death. The Executive's employment hereunder will terminate upon his death.
(b) Disability. If the Executive is Disabled, the Company may terminate the
Executive's employment with the Company. For purposes of the Agreement,
the Executive shall be deemed to have a "Disability" (and to be "Disabled")
if he has a physical or mental disability that renders him incapable, after
reasonable accommodation by the Company, of performing his duties under
this Agreement.
(c) Cause. The Company may terminate the Executive's employment hereunder
at any time for Cause. For purposes of this Agreement, the term "Cause"
shall mean the Executive's gross misconduct or willful and material breach
of this Agreement.
(d) Termination by Executive. The Executive may terminate his employment
hereunder as of the end of the Agreement Term.
<PAGE>
(e) Termination by Executive for Good Reason. The Executive may resign for
Good Reason (as defined in this paragraph (e)). For purposes of this
Agreement, "Good Reason" shall mean, without the Executive's express
written consent, the occurrence of any of the following circumstances
unless, in the case of paragraphs (i) through (vi) below, such circumstances
are fully corrected within a reasonable period (not to exceed 10 business
days) following delivery of the Notice of Termination given in respect
thereof:
(i) The assignment to the Executive of any duties materially
inconsistent with the Executive's position as Senior Vice President
and Chief Financial Officer.
(ii) A reduction in the Executive's annual base salary, except for
across-the-board uniform salary reductions affecting all senior
executives of the Company, or a reduction in any benefit required
to be provided to the Executive under this Agreement to a level
below the level required under this Agreement.
(iii) The failure of the Company, without the Executive's written
consent, to pay to the Executive any portion of the Executive's
compensation due under this Agreement, within 10 business days
of the date such payment is due.
(iv) The failure of the Company to obtain a satisfactory written
agreement from any successor to assume and agree to perform
this Agreement.
(v) Any purported termination of the Executive's employment that is
not effected pursuant to a Notice of Termination satisfying the
requirements of paragraph (g) below (and for purposes of this
Agreement, no such purported termination shall be effective).
(vi) A reasonable determination by the Executive that, as a result of a
change in circumstances regarding his duties, he is unable to
exercise the authorities, powers, functions or duties attached to
his position and contemplated by paragraphs 1(a) and 1(b).
Except as otherwise expressly provided in this paragraph 3(e), nothing in this
Agreement shall be construed to authorize or permit the resignation of the
Executive during the Agreement Term.
<PAGE>
(f) Termination by Company. The Company may terminate the Executive's
employment hereunder at any time for any reason, and the Company shall
not be required to specify a reason for the termination unless termination
occurs under paragraph 3(a), 3(b), or 3(c). Termination of the Executive's
employment by the Company shall be deemed to have occurred under this
paragraph 3(f) only if it is not for reasons described in paragraph 3(a),
3(b) or 3(c).
(g) Notice of Termination. Any termination of the Executive's employment by the
Company or the Executive must be communicated by a written Notice of
Termination to the other party hereto. For purposes of this Agreement, a
"Notice of Termination" means a dated notice which indicates the specific
termination provision in this Agreement relied on and which sets forth in
reasonable detail the facts and circumstances claimed to provide a basis
for termination of the Executive's employment under the provision so
indicated (except to the extent that such facts and circumstances are not
required under paragraph 3(d) or 3(f)).
(h) Date of Termination. "Date of Termination" means the last day the Executive
is employed by the Company, provided that the Executive's employment is
terminated in accordance with the foregoing provisions of this paragraph 3.
4. Rights Upon Termination. The Executive's right to payment and benefits
under this Agreement for periods after his Date of Termination shall be
determined in accordance with the following provisions of this paragraph 4:
(a) Death or Disability. If the Executive's Date of Termination occurs under
circumstances described in paragraph 3(a) (relating to the Executive's
death) or paragraph 3(b) (relating to the Executive's being Disabled), then,
except as otherwise provided in paragraph 4(e) or otherwise agreed in
writing between the Executive and the Company, the Executive shall be
entitled to:
(i) Any unpaid salary for days worked prior to the Date of
Termination, and payment for unused vacation (determined in
accordance with the policies of the Company as in effect from time
to time for Company officers) earned prior to the Date of
Termination.
(ii) A pro-rata payment with respect to the bonus described in
paragraph 2(c) for the performance period in which the Date of
Termination occurs. In determining the amount of the bonus
payable under this paragraph (ii), the performance through the
end of the performance period shall be extrapolated based on the
performance through the Date of Termination.
(iii) A pro-rata distribution of the Strategic Incentive Plan shares
described in paragraph 2(d) with respect to the performance
period in which the Date of Termination occurs. In determining the
amount of the Strategic Incentive Plan shares payable under this
paragraph (iii), the performance through the end of the
performance period shall be extrapolated based on the
performance through the Date of Termination.
<PAGE>
(iv) Any bonus or Strategic Incentive Plan award earned before the
Date of Termination but unpaid as of the Date of Termination.
(b) Termination by Company without Cause or Resignation by Executive for
Good Reason. If the Executive's Date of Termination occurs under
circumstances described in paragraph 3(f) (relating to termination by the
Company without Cause), or if the Executive resigns for Good Reason, then,
except as otherwise provided in paragraph 4(e) or otherwise agreed in
writing between the Executive and the Company, the Executive shall be
entitled to benefits in accordance with paragraphs (i) through (v) below:
(i) The Executive shall be entitled to the salary amount described in
paragraph 2(b), as in effect on his Date of Termination,
determined as though he had continued to be employed by the
Company for the period continuing through the one-year
anniversary of the Date of Termination.
(ii) The Executive shall be entitled to the bonus payments described
in paragraph 2(c), determined as though he had continued to be
employed by the Company for the period continuing through the
one-year anniversary of the Date of Termination (that is, the
Executive will be entitled to (A) the bonus for the full year in which
the Date of Termination occurs; and (B) if the Date of Termination
is other than December 31, a pro-rata payment for the
performance period commencing on the January 1 following the
Date of Termination and ending on the one-year anniversary of
the Date of Termination). In determining the amount of the bonus
payable under this paragraph (ii), the performance through the
end of the annual performance period shall be extrapolated based
on the performance through the Date of Termination.
(iii) The Executive shall be entitled to the Strategic Incentive Plan
shares described in paragraph 2(d) based on the actual
performance for the applicable period(s), determined as though he
had continued to be employed by the Company for the period
continuing through the one-year anniversary of the Date of
Termination. (That is, if the Executive's Date of Termination
occurs at least one year before the end of the performance period,
the Executive will be entitled to the amount of the bonus for the full
performance period, but reduced to reflect the portion of the
performance period following the first anniversary of the Date of
Termination. If the Executive's Date of Termination occurs less
than one year before the end of the performance period, the
Executive will be entitled to (A) the amount of the bonus for the full
performance period, and (B) in addition, the amount payable
under the preceding clause (A) multiplied by a fraction, the
numerator of which is the number of days after the end of the
performance period and prior to the first anniversary of the Date of
Termination, and the denominator of which is the total number of
days in the performance period.) In determining the amount of the
Strategic Incentive Plan shares payable under this paragraph (iii),
the performance through the end of the performance period shall
be extrapolated based on the performance through the Date of
Termination.
<PAGE>
(iv) The pension benefits described in paragraph 2(f) shall be vested
as of the Date of Termination and shall be based on the actual
years of service with the Company plus 12.5 additional years of
service in accordance with paragraph 2(f)), provided that for
purposes of determining the Executive's right to pension benefits
and retiree medical benefits, he shall not earn any years of service
for periods after the Date of Termination.
(v) The Executive shall be entitled to any additional benefits that
would have been provided to him pursuant to paragraph 2(i),
determined as though he had continued to be employed by the
Company for the period continuing through the first anniversary of
the Date of Termination; provided that this paragraph (v) shall not
apply to stock options, vacation, perquisites, expense
reimbursement for expenses incurred after the Date of
Termination, or any benefits that are subject to the foregoing
provisions of paragraphs 4(b)(i) through 4(b)(iv).
Payments and benefits due under this paragraph 4(b) shall be subject to the
following:
(I) Subject to the following provisions of this paragraph 4(b)(I),
benefits to be provided under the foregoing provisions of this
paragraph 4(b) shall be provided at the time they would have been
provided if the Executive continued to be employed by the
Company; provided, however, that the amounts payable in
accordance with paragraphs 4(b)(i), (ii) and (iii) shall be
distributed to the Executive, within 10 business days following the
Date of Termination, in a lump sum payment, with no actuarial or
present value reduction for accelerated payment.
(II) To the extent that benefits distributable under this paragraph 4(b)
would be distributable in Company Stock, or the amount of such
benefit would be based on the value of Company stock, the
Company may satisfy its obligation under this paragraph 4(b) by
providing a cash payment equal to the value of the benefit.
Except as otherwise provided in this paragraph (II), to the extent
that the Company determines that the Executive cannot participate
in any benefit plan because he is not actively performing services
for the Company, the Company may satisfy its obligation under
this paragraph 4(b) by distributing cash to the Executive equal to
the cost that would be incurred by the Executive to replace the
benefit.
<PAGE>
(c) Indemnification. For a period of six years after his Date of Termination,
the Executive shall be entitled to coverage under any directors and
officers liability insurance policy, indemnification by-law and
indemnification agreement maintained or offered by the Company or any
successor to the Company during that period to directors and officers.
This paragraph (c) shall not apply if the Executive's Date of Termination
occurs during the Agreement Term under circumstances described in paragraph
3(c) (relating to the Executive's termination for Cause).
(d) Other Obligations. In addition to the foregoing payments and benefits, the
Executive shall be entitled to any other payments or benefits due to be
provided to the Executive pursuant to any employee compensation or benefit
plans or arrangements (as the terms of those compensation or benefit plans
or arrangements are modified by paragraph 2 of this Agreement, including
without limitation the provisions of paragraph 2(f) and paragraph 2(g)), to
the extent such payments and benefits are earned as of the Date of
Termination. Except as otherwise specifically provided in this paragraph
4, the Company shall have no obligation to make any other payments or
provide any other benefits under the Agreement for periods after the
Executive's Date of Termination.
(e) No Participation in Severance Plans. Except as may be otherwise
specifically provided in an amendment of this paragraph (e) adopted in
accordance with paragraph 10, payments under this paragraph 4 shall be in
lieu of any compensation or benefits that may be otherwise payable to or on
behalf of the Executive pursuant to the terms of any severance pay
arrangement of the Company or any Affiliate or any other, similar
arrangement of the Company or any Affiliate providing benefits upon
involuntary termination of employment.
5. Noncompetition. For the period beginning on the Effective Date and ending
one year after the Executive's Date of Termination (regardless of the reason
for the termination of employment), (a) 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 is then materially competitive in any way with any
business in which the Company or any of its Affiliates was engaged (including
any program of development or research) during the Executive's employment,
(b) the Executive shall not divert or attempt to divert any business from the
Company or any Affiliate, and (c) the Executive shall not disturb or attempt to
disturb any business or employment relationships of the Company or any
Affiliate. Notwithstanding the foregoing provisions of this paragraph 5, the
Executive shall be permitted to (i) invest in mutual funds which are
diversified, open-end management companies (as those terms are defined in
Section 5 of the Investment Company Act of 1940) that are registered under such
Act; (ii) invest in the outstanding stock of any corporation listed on the
New York Stock Exchange or American Stock Exchange or included in the
National Association of Securities Dealers Automated Quotation System (but
only to the extent that the Executive's interest in the stock of any such
corporation does not exceed 5% of the voting power of the outstanding stock of
such corporation); and (iii) purchase and hold any other investment to the
extent the Chief Executive Officer of the Company consents in writing to such
investment; and any investment described in clauses (i), (ii) or (iii) next
above shall not be considered to violate the requirements of this paragraph 5.
<PAGE>
6. Confidential Information. The Executive agrees that:
(a) Except as may be required by the lawful order of a court or agency of
competent jurisdiction, or except to the extent that the Executive has
express written authorization from the Company, he agrees to keep secret and
confidential all Confidential Information (as defined below), and not
disclose the same, either directly or indirectly, to any other person, firm,
or business entity, or to use it in any way. The Executive agrees that, to
the extent that any court or agency seeks to have the Executive disclose
Confidential Information, he shall promptly inform the Company, and he shall
take such reasonable steps to prevent disclosure of Confidential Information
until the Company (or, if applicable, the Affiliate) has been informed of
such requested disclosure, and the Company has an opportunity to respond to
such court or agency. To the extent that the Executive obtains information
on behalf of the Company or an Affiliate that may be subject to attorney-
client privilege as to the Company's or an Affiliate's attorneys, the
Executive shall take reasonable steps to maintain the confidentiality of
such information and to preserve such privilege.
(b) For purposes of this Agreement, the term "Confidential Information" means
all non-public information concerning the Company and any Affiliate that was
acquired by or disclosed to the Executive during the course of his
employment with the Company, or during discussions between the Executive
and the Company or any Affiliate following his termination of employment
arising out of his employment or this Agreement, including, without
limitation:
(i) all "trade secrets" as that term is used in the Illinois Trade Secrets
Act (or, if that Act is repealed, the Uniform Trade Secrets Act upon
which the Illinois Trade Secrets Act is based) of the Company or
any Affiliate;
<PAGE>
(ii) any non-public information regarding the Company's or the
Affiliates' directors, officers, employees, customers, equipment,
processes, costs, operations and methods, whether past, current
or planned, as well as knowledge and data relating to business
plans, marketing and sales information originated, owned,
controlled or possessed by the Company or an Affiliate; and
(iii) information regarding litigation and threatened litigation involving
or affecting the Company or an Affiliate.
(c) This paragraph 6 shall not be construed to unreasonably restrict the
Executive's ability to disclose confidential information in an arbitration
proceeding or a court proceeding in connection with the assertion of, or
defense against any claim of breach of this Agreement in accordance with
paragraph 8 or paragraph 18. If there is a dispute between the Company
and the Executive as to whether information may be disclosed in accordance
with this paragraph (c), the matter shall be submitted to the arbitrators or
the court (whichever is applicable) for decision.
7. Defense of Claims. The Executive agrees that, for the period beginning
on the Effective Date, and continuing for a reasonable period after the
Executive's Date of Termination, the Executive will assist the Company and the
Affiliates in defense of any claims that may be made against the Company or an
Affiliate, and will assist the Company and the Affiliates in the prosecution of
any claims that may be made by the Company or an Affiliate, to the extent that
such claims may relate to services performed by the Executive for the Company or
the Affiliates. The Executive agrees to promptly inform the Company if he
becomes aware of any lawsuits involving such claims that may be filed against
the Company or any Affiliate. The Company agrees to reimburse the Executive for
all of the Executive's reasonable out-of-pocket expenses associated with such
assistance, including travel expenses. For periods after the Executive's Date
of Termination, the Company agrees to provide reasonable compensation to the
Executive for such assistance. The Executive also agrees to promptly inform the
Company if he is asked to assist in any investigation of the Company or an
Affiliate (or their actions) that may relate to services performed by the
Executive for the Company or an Affiliate, regardless of whether a lawsuit has
then been filed against the Company or an Affiliate with respect to such
investigation.
8. Equitable Remedies. The Executive acknowledges that the Company would be
irreparably injured by a violation of paragraph 6 or 7, 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 paragraph 6 or 7.
<PAGE>
9. Nonalienation. The interests of the Executive under this Agreement are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by creditors of the Executive or
the Executive's beneficiary.
10. 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.
11. Applicable Law. The provisions of this Agreement shall be construed in
accordance with the laws of the State of Illinois, without regard to the
conflict of law provisions of any state.
12. 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).
13. Waiver of Breach. No waiver by any party hereto of a breach of any
provision of this Agreement by any 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 hereto to take any action by
reason of such breach will not deprive such party of the right to take action at
any time while such breach continues.
14. 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.
15. Notices. Notices and all other communications provided for in this
Agreement shall be in writing and shall be delivered personally or sent by
registered or certified mail, return receipt requested, postage prepaid, or sent
by facsimile or prepaid overnight courier to the parties at the addresses set
forth below (or such other addresses as shall be specified by the parties by
like notice). Such notices, demands, claims and other communications shall be
deemed given:
(a) in the case of delivery by overnight service with guaranteed next day
delivery, the next day or the day designated for delivery;
<PAGE>
(b) in the case of certified or registered U.S. mail, five days after deposit in
the U.S. mail; or
(c) in the case of facsimile, the date upon which the transmitting party
received confirmation of receipt by facsimile, telephone or otherwise;
provided, however, that in no event shall any such communications be deemed to
be given later than the date they are actually received. Communications that
are to be delivered by the U.S. mail or by overnight service are to be delivered
to the addresses set forth below:
to the Company:
Brunswick Corporation
1 North Field Court
Lake Forest, Illinois 60045
or to the Executive:
Peter B. Hamilton
Brunswick Corporation
1 North Field Court
Lake Forest, Illinois 60045
All notices to the Company shall be directed to the attention of the Chief
Executive Officer 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 address, except that notice of change of address shall be
effective only upon receipt.
16. 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 and all
Affiliates.
17. 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. Notwithstanding the
preceding sentence, it is understood and agreed that the Executive and the
Company shall enter into a change in control agreement contemporaneous with or
following execution of this Agreement. Such change in control agreement shall
not duplicate benefits under this Agreement, and shall not be superseded by this
Agreement.
<PAGE>
18. 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 a provided in this paragraph 18. Judgement 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 or 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 or 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. This paragraph
18 shall not be construed to limit the Company's right to obtain relief
under paragraph 8 with respect to any matter or controversy subject to
paragraph 8, and, pending a final determination by the arbitrator with respect
to any such matter or controversy, the Company shall be entitled to obtain any
such relief by direct application to a court of law, without being required to
first arbitrate such matter or controversy.
<PAGE>
In Witness Thereof, the Executive has hereunto set his hand, and the
Company has caused these presents to be executed in its name and on its behalf,
and its corporate seal to be hereunto affixed, all as of the Effective Date.
/s/ Peter B. Hamilton
Peter B. Hamilton
Date: December 1, 1995
Brunswick Corporation
By /s/ Peter Larson
Its Chief Executive Officer
Date: December 1, 1995
Attest:
/s/ Janet W. Carr
<PAGE>
Exhibit 10.9
Agreement
This agreement by and between Brunswick Corporation, a
Delaware corporation (the "Company"), and __________________ (the
"Executive"), dated as of ______________.
Witnesseth that:
Whereas, the Company wishes to provide fair and equitable treatment
and a competitive compensation package to the Executive, and to assure
continued attention of the Executive to his duties without any distraction
arising out of uncertain personal circumstances in a change in control
environment; Now, therefore, it is hereby agreed by and between the
parties as follows:
1. Term of Agreement. The "term" of this Agreement shall commence
on the date stated above and shall terminate on the earliest of: (i) the
date on which the Executive attains age 65, or (ii) one year after the Company
provides written notice to the Executive that the Company wishes to terminate
this Agreement; provided, however, that any written notice pursuant to
(ii) above shall not be effective if a Change in Control has occurred prior to
the date that such notice is given or if a Change in Control occurs during such
one-year period.
2. Definitions.
Change in Control. "Change in Control" of the Company means a change in
the beneficial ownership of the Company's voting stock or a change in
the composition of the Company's Board of Directors which occurs as follows:
<PAGE>
(a) any "person" (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934), other
than a trustee or other fiduciary of securities held under an
employee benefit plan of the Company or any of its
subsidiaries, is or becomes a beneficial owner, directly or
indirectly, of stock of the Company representing 30% or
more of the total voting power of the Company's then
outstanding stock;
(b) a tender offer (for which a filing has been made with the
Securities and Exchange Commission ("SEC") which
purports to comply with the requirements of Section 14(d)
of the Securities Exchange Act of 1934 and the
corresponding SEC rules) is made for the stock of the
Company, which has not been negotiated and approved by
the Board of Directors of the Company, then the first to
occur of
(i) any time during the offer when the person (using the
definition in (a) above) making the offer owns or has
accepted for payment stock of the Company with 25%
or more of the total voting power of the Company's
stock, or
(ii) three business days before the offer is to terminate
unless the offer is withdrawn first if the person making
the offer could own, by the terms of the offer plus any
shares owned by this person, stock with 50% or more
of the total voting power of the Company's stock when
the offer terminates; or
(c) individuals who were the Board of Directors' nominees for
election as directors of the Company immediately prior to a
meeting of the stockholders of the Company involving a
contest for the election of directors shall not constitute a
majority of the Board of Directors following the election.
Disability. For purposes of this Agreement, the term "Disability" means an
incapacity, due to physical injury or illness or mental illness, causing the
Executive to be unable to perform his duties with the Company on a full-time
basis for a period of at least six consecutive calendar months.
Cause. For purposes of this Agreement, the term "Cause"
means gross misconduct or willful and material breach of this Agreement by the
Executive.
<PAGE>
Good Reason. For purposes of this Agreement, the term "Good
Reason" means:
(a) a significant change in the nature or scope of the
Executive's authorities or duties from those described in
Section 3, a reduction in total compensation from that
provided in Section 4, or the breach by the Company of any
other provision of this Agreement;
(b) a reasonable determination by the Executive that, as a
result of a Change in Control of the Company 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 Section 3 of the Agreement; or
(c) the relocation of the Executive's office to a location more
than fifty miles from the location of his office immediately
prior to the Employment Period.
3. Employment. If the Executive is in the employ of the Company
on the date of a Change in Control, the Company hereby agrees to continue the
Executive in its employ, and the Executive hereby agrees to remain in the employ
of the Company for the period commencing on such date and ending on the earlier
to occur of the third anniversary of such date or the 65th birthday of the
Executive (the "Employment Period"). During the Employment Period the Executive
shall exercise such authority and perform such executive duties as are
commensurate with the authority being exercised and duties being performed by
the Executive immediately prior to the Change in Control, which services shall
be performed at the location where the Executive was employed immediately prior
to the Change in Control or at such other location as the Company may
reasonably require; provided that the Executive shall not be required to accept
a location which is unreasonable in light of the Executive's personal
circumstances. The Executive agrees that during the
Employment Period he shall devote his full business time exclusively to his
executive duties as described herein and perform such duties faithfully and
efficiently.
<PAGE>
4. Compensation, Compensation Plans, Perquisites. During the
Employment Period, the Executive shall be compensated as follows:
(a) He shall receive an annual salary which is not less than his
annual salary immediately prior to the date of the Change
in Control, with the opportunity for increases, from time to
time thereafter, which are in accordance with the
Company's regular practices.
(b) He shall be eligible to participate on a reasonable basis in
bonus, stock option, restricted stock and other incentive
compensation plans which provide opportunities to receive
compensation which, in the aggregate, are the greater of (i)
the opportunities provided by the Company for executives
with comparable duties or (ii) the opportunities under any
such plans under which he was participating immediately
prior to the date of Change in Control.
(c) He shall be entitled to receive employee benefits
(including, but not limited to, pension, medical, dental, life
insurance, and split-dollar life insurance arrangements and
programs) and perquisites which, in the aggregate, are the
greater of (i) the employee benefits and perquisites
provided by the Company to executives with comparable
duties or (ii) the employee benefits and perquisites to which
he was entitled immediately prior to the date of the Change
in Control.
5. Termination and Resignation. The term "Termination" means (i)
termination by the Company of the employment of the Executive with the Company
during the Employment Period for any reason other than death, Disability or
Cause, or (ii) resignation of the Executive for Good Reason after the date of a
Change in Control. The effective date of the Executive's Termination shall be
the date specified by the Executive or the Company as the case may be, in a
written notice to the other party complying with the requirements of Section 14.
<PAGE>
The term "Resignation" means termination by the Executive
(rather than termination by the Company) of his employment with the Company
during the first 6 months of the Employment Period for any reason other than
death, Disability, or Good Reason. The effective date of the Executive's
Resignation shall be the date (within such 6 month period) specified by the
Executive in a written notice to the Company complying with the requirements of
Section 14.
6. Non-Competition and Confidentiality. The Executive agrees
that:
(a) for one year after the termination of the Executive's
employment with the Company (without regard to the
definitions of Termination or Resignation contained in
Section 5), the Executive shall not be employed by, or
otherwise engage or be interested in, any business which is
competitive with any business of the Company or of any of
its subsidiaries in which the Executive was engaged during
his employment prior to his termination, but this restriction
shall apply only if such employment or activity is likely to
cause, or causes, serious damage to the Company or any
of its subsidiaries; and
(b) during and after the Executive's employment by the
Company, he will not divulge or appropriate to his own use
or the use of others any secret or confidential information
or knowledge pertaining to the business of the Company, or
any of its subsidiaries, obtained during his employment by
the Company or any of its subsidiaries.
<PAGE>
7. Deferred Compensation and Supplemental Pension Benefits.
Within 60 days after the date of a Change in Control, the Company shall make and
shall cause each of its subsidiaries to make a lump sum distribution to the
Executive of (i) the actuarial equivalence of the Executive's accrued benefit,
if any, under the Company's supplemental pension plan, and (ii) the balance, if
any, credited to the account of the Executive under any other deferred
compensation arrangement maintained by the Company or any of its subsidiaries,
other than a plan which is qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code"). Actuarial equivalence shall be
determined on the basis of the rates, tables, and factors then in effect for
purposes of determining the actuarial equivalence of optional forms of payment
under the Brunswick Pension Plan for Salaried Employees, or any successor plans
(the "Pension Plan"); provided, however, that the interest rate or rates which
would be used as of the date of Change in Control of the Company by the Pension
Benefit Guaranty Corporation ("PBGC") for purposes of determining the present
value of the Executive's benefits under the Pension Plan if the Pension Plan had
terminated on the date of Change in Control with insufficient assets to provide
benefits guaranteed by the PBGC on that date shall be substituted for the
interest assumption used under the Pension Plan.
8. Severance Payments for Termination. In the event of a
Termination during the Employment Period, the Executive shall:
(a) be paid a lump sum cash severance allowance no later
than 10 days after the date of such Termination in an
amount which is equal to 3 times the sum of:
(i) the annual salary as of the date of Termination to
which the Executive otherwise would have been
entitled in accordance with Section 4, and
(ii) an annual bonus equal to 50%* of the annual salary as
of the date of Termination and an additional bonus
under the Brunswick Strategic Incentive Plan equal to
50%* of the annual salary as of the date of
Termination, and
<PAGE>
(b) be entitled to receive:
(i) in addition to the benefits provided under the Pension
Plan and the supplemental pension plan maintained by
the Company, the difference between (x) the pension
benefits the Executive would have accrued under the
Pension Plan and the supplemental pension plan if on
the date of such Termination he had 3 additional years
of service at his rate of compensation on the date of
Termination and had been 3 years older than his actual
age on such date and (y) the pension benefits he
actually accrued under the Pension Plan and the
supplemental pension plan as of the date of
Termination;
______
*In some agreements this percentage is 37.5%.
(ii) other incentive compensation to which the Executive
would have been entitled (such as stock options and
stock appreciation rights) had he remained in the
employ of the Company for 36 calendar months after
his Termination to the extent such incentive
compensation programs are in effect at the date of the
Executive's Termination; and
(iii) the employee benefits (other than pension benefits) to
which he would have been entitled under all employee
benefit plans, programs or arrangements maintained by
the Company as of the date of Termination (including,
but not limited to, coverage under any medical, dental,
life insurance, and split-dollar life insurance
arrangements or programs) if he had remained in the
employ of the Company for 36 calendar months after
his Termination.
The actuarial equivalence of the difference described in
clause (i) of subsection (b) of this Section shall be paid in a
lump sum within 60 days of the date of Termination and
shall be calculated in the same manner as provided for
lump sum distributions from the supplemental pension plan
under Section 7 of this Agreement, except that actuarial
equivalence shall be determined on the basis of the rates,
tables and factors in effect on the date of Termination and
the interest rate or rates to be used for such purpose shall
be the interest rate or rates which would be used as of the
date of Termination by the PBGC for purposes of
determining the present value of the Executive's benefits
under the Pension Plan if the Pension Plan had terminated
on the date of Termination with insufficient assets to
provide benefits guaranteed by the PBGC on that date.
Instead of providing the benefits described in clauses (ii)
and (iii) of this subsection (b), the Company may pay the
Executive the value of such benefits by periodic payments
or in a lump sum. Except as otherwise provided in Section
10, the Company shall distribute to the Executive any
split-dollar life insurance policy maintained on the life of the
Executive if within 60 days after the end of the period
described in clause (iii) of subsection (b) the Executive
reimburses the Company for the costs of maintaining such
policy (other than any additional premiums for special
ratings and the premiums paid by the Executive).
<PAGE>
The amount of the lump sum payment under clause (a) of this paragraph 8 shall be
reduced by the amount of the payments for salary, annual bonus and Brunswick
Strategic Incentive Plan awards under paragraphs 4(b)(i), (ii) and (iii) of the
Executive's employment agreement with the Company dated December 1, 1995 (the
"1995 Agreement").
9. Severance Payments for Resignation. In the event of a
Resignation during the first 6 months of the Employment Period, the Executive
shall:
(a) be paid a lump sum cash severance allowance no later
than 10 days after the date of such Resignation in an
amount which is equal to 2 times the sum of:
(i) the annual salary as of the date of Resignation to
which the Executive otherwise would have been
entitled in accordance with Section 4, and
(ii) an annual bonus equal to 50%* of the annual salary as
of the date of Resignation and an additional bonus
under the Brunswick Strategic Incentive Plan equal to
50%* of the annual salary as of the date of
Resignation, and
(b) be entitled to receive:
(i) in addition to the benefits provided under the Pension
Plan and the supplemental pension plan maintained by
the Company, the difference between (x) the pension
benefits the Executive would have accrued under the
Pension Plan and the supplemental pension plan if on
the date of such Resignation he had 2 additional years
of service at his rate of compensation on the date of
Resignation and had been 2 years older than his actual
age on such date and (y) the pension benefits he
actually accrued under the Pension Plan and the
supplemental pension plan as of the date of
Resignation;
<PAGE>
(ii) other incentive compensation to which the Executive
would have been entitled (such as stock options and
stock appreciation rights) had he remained in the
employ of the Company for 24 calendar months after
his Resignation to the extent such incentive
compensation programs are in effect at the date of the
Executive's Resignation; and
(iii) the employee benefits (other than pension benefits) to
which he would have been entitled under all employee
benefit plans, programs or arrangements maintained by
the Company as of the date of Resignation (including,
but not limited to, coverage under any medical,
_____
*In some agreements this percentage is 37.5%.
dental, life insurance, and split-dollar life insurance
arrangements or rograms) if he had remained in the
emloy of the Company for 24 calendar months after his
resignation.
The actuarial equivalence of the difference described in
clause (i) of subsection (b) of this Section shall be paid in a
lump sum within 60 days of the date of Resignation and
shall be calculated in the same manner as
provided for lump sum distributions from the supplemental
pension plan under Section 7 of this Agreement, except
that actuarial equivalence shall be determined on the
basis of the rates, tables and factors in effect on the date of
Resignation and the interest rate or rates to be used for such
purpose shall be the interest rate or rates which would be used
as of the date of Resignation by the PBGC for purposes
of determining the present value of the Executive's benefits
under the Pension Plan if the Pension Plan had terminated
on the date of Resignation with insufficient assets to
provide benefits guaranteed by the PBGC on that date.
Instead of providing the benefits described in clauses
(ii) and (iii) of this subsection (b), the Company may pay
the Executive the value of such benefits by periodic
payments or in a lump sum. Except as otherwise provided in
Section 10, the Company shall distribute to the Executive any
split-dollar life insurance policy maintained on the life
of the Executive if within 60 days after the end of the period
described in clause (iii) of subsection (b) the Executive
reimburses the Company for the costs of maintaining
such policy (other than any additional premiums for special
ratings and the premiums paid by the Executive).
<PAGE>
The amount of the lump sum payment under clause (a) of this paragraph 9 shall be
reduced by the amount of the payments for salary, annual bonus and Brunswick
Strategic Incentive Plan awards under paragraphs 4(b)(i), (ii) and (iii) of the
1995 Agreement.
10. Limitation on Benefits. Despite anything to the contrary in Sections 8
and 9, in the event that the Executive would with the passage of time be
expected to attain age 65 prior to the end of the 36 or 24 month period
referred to in Sections 8 and 9 respectively, the amount and the duration of the
payments and benefits shall be reduced to a level determined by multiplying the
amount or duration of benefits set forth in Sections 8 or 9 by a fraction, the
numerator of which shall be the number of full months between the first day of
the Employment Period and the date the Executive would otherwise attain age
65, and the denominator of which shall be 36 (in the case of a Termination under
Section 8) or 24 (in the case of a Resignation under Section 9).
In the event that this Agreement terminates pursuant to Section 1
because the Executive attains age 65, the Company shall prepay the Company
portion of the remaining premiums on the Executive's split-dollar life insurance
policy, advance to the Executive an amount equal to the Executive's remaining
premiums, and shall continue the policy in effect. After the Executive
reimburses the Company for the Company's costs of maintaining the policy (other
than any additional premiums for special ratings and the premiums paid by the
Executive), the Company shall distribute the policy to the Executive in
accordance with its terms.
<PAGE>
11. Tax Penalties. The Company shall advise the Executive as to
the extent to which the Executive's compensation under this Agreement and all
other compensation agreements, plans and programs of the Company and its
subsidiaries may constitute parachute payments or excess parachute payments
under Section 280G of the Code. In the event that any such compensation
constitutes an excess parachute payment which is subject to tax under Section
4999 of the Code or any successor provision thereto (the "Excise Tax"), the
Company shall pay to the Executive an additional amount (the "Gross-Up Amount")
which, after payment of all federal and state income taxes thereon (assuming the
Executive is at the highest marginal federal and applicable state income tax
rate in effect on the date of payment of the Gross-Up Amount) and payment of the
Excise Tax on the Gross-Up Amount, is equal to the Excise Tax payable by the
Executive on such excess parachute payment. The Gross-Up Amount payable with
respect to each excess parachute payment shall be paid by the Company coincident
with payment of such excess parachute payment; provided, however, that if the
Gross-Up Amount cannot be finally determined on or before the payment date, the
Company shall pay to the Executive on such date an estimate, as determined in
good faith by the Company, of the minimum amount of such payments and shall pay
the remainder of such payment (together with interest at the rate provided under
Section 1274(b)(2)(B) of the Code) as soon as the amount can be determined but
no later than the thirtieth day after the date Executive becomes subject to the
payment of Excise Tax. In the event that the Excise Tax is subsequently
determined to be less than the amount taken into account hereunder at the time
of payment by the Company, the Executive shall repay to the Company at the time
that the amount of such reduction in Excise Tax is finally determined the
portion of the Gross-Up Amount attributable to such reduction (plus the portion
of the Gross-Up Amount attributable to the Excise Tax and federal and state
income taxes imposed on the Gross-Up Amount being repaid by Executive if such
repayment results in a reduction in Excise Tax and/or a federal tax deduction)
plus interest on the amount of such repayment at the rate provided in Section
1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to
exceed the amount taken into account hereunder at the time of payment by the
Company, the Company shall pay an additional Gross-Up Amount which, after
payment of all federal and state income taxes and Excise Tax thereon, is equal
to such excess plus any interest, penalties, fines and costs incurred by the
Executive with respect thereto.
<PAGE>
12. Arbitration of All 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 appointed by the parties. If the parties cannot
agree on the appointment of the arbitrators, one shall be appointed by the
Company, one by the Executive and the third shall be appointed by the first two
arbitrators. If the first two arbitrators cannot agree on the appointment of a
third arbitrator, then the third 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 Section 12. 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
enforcement of his rights under this Agreement, the Company shall pay (or the
Executive shall be entitled to recover from the Company, as the case may be) 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 shall determine that
under the circumstances recovery by the Executive of all or a part of any such
fees and costs and expenses would be unjust.
13. Mitigation and Set-Off. The Executive shall not be required to mitigate
the amount of any payment provided for in this Agreement by seeking other
mployment or otherwise. The Company shall not be entitled to set off against
the amounts payable to the Executive hereunder any amounts owed to the Company,
any amounts earned by the Executive in other employment after termination of his
employment with the Company, or any amounts which might have been earned by
the Executive in other employment had he sought such other employment.
<PAGE>
14. Notices. Any notices, requests, demands and other
communications provided for by this Agreement shall be sufficient if in writing
and if sent by registered or certified mail to the Executive at the last address
he has filed in writing with the Company or, in the case of the Company, at its
principal executive offices.
15. Non-Alienation. The Executive shall not have any right to
pledge, hypothecate, anticipate or in any way create a lien upon any amounts
provided under this Agreement; and no benefits payable hereunder shall be
assignable in anticipation of payment either by voluntary or involuntary acts,
or by operation of law. Nothing in this Section shall limit the Executive's
rights or powers to dispose of his property by will or limit any rights or
powers which his executor or administrator would otherwise have.
16. Governing Law. The provisions of this Agreement shall be
construed in accordance with the laws of the State of Illinois.
17. Amendment. This Agreement may be amended or canceled by
mutual agreement of the parties in writing without the consent of any other
person and, 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.
18. Successors to the Company. Except as otherwise provided
herein, this Agreement shall be binding upon and inure to the benefit of the
Company and any successors of the Company.
19. Severability. In the event that any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason, the
remaining provisions of this Agreement shall be unaffected thereby and shall
remain in full force and effect.
<PAGE>
In witness whereof, the Executive has hereunto set his hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name and on its behalf, and its
corporate seal to be hereunto affixed and attested by its Corporate Secretary,
all as of the day and year first above written.
Executive
Brunswick Corporation
By:
Chairman and Chief Executive
Attest:
Corporate Secretary
<PAGE>
Exhibit 10.17
Director and Officer
Indemnification Agreement
Agreement, made and entered into as of April 1, 1995 between Brunswick
Corporation, a Delaware corporation (the "Corporation"), and Peter N. Larson
("Indemnitee").
Whereas, the Corporation is a Delaware corporation; and
Whereas, at the request of the Corporation, Indemnitee currently serves as
an officer of the Corporation and may, therefore, be subjected to claims, suits
or proceedings arising as a result of his service; and
Whereas, as an inducement to Indemnitee to continue to serve as an
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 or 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,
liabilities and losses (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, inquiry, hearing or
investigation, whether civil, criminal, administrative, arbitral or
investigative, by reason of or related to 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, trustee,
fiduciary 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. The Corporation shall also pay to
the Imdemnitee the aggregate amount of any additional Federal, state,
local and foreign income tax payable by the Indemnitee from time to
time as a result of the receipt of amounts in accordance with this
subsection 2(a) and the receipt of payment under this sentence;
provided, however, that no payment shall be made under this sentence
with respect to any liabilities or other amounts to the extent that
such liabilities or other amounts are deductible from the Indemnitee's
income for purposes of determining the Indemnitee's Federal, state,
local or foreign income tax, as applicable.
<PAGE>
(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 if the Indemnitee acted with the authorization of
the Corporation in initiating that suit or proceeding. However, an
arbitration proceeding brought under Section 7 shall not be subject
top this subsection (b).
(c) 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.
<PAGE>
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 that Indemnitee is not entitled to
indemnification because of the failure to fulfill some requirement of Delaware
law, the Company'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) satisfactory 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 7 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. 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 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.
<PAGE>
8. 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.
9. 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 any other provision of this Agreement, and
this Agreement shall be interpreted as though the invalid or unenforceable
provision was not a part of this Agreement.
In witness whereof, the parties have executed this Agreement as of
the day and year first above stated.
Brunswick Corporation
By /s/ Jack F. Reichert
Chairman
Indemnitee
/s/ Peter N. Larson
<PAGE>
Exhibit 10.22
1996 Brunswick Performance Plan Highlights
Purpose: To motivate and reward Senior Executives and other
management employees of the Company for the achievement of
specified annual financial goals and the enhancement of
management talent in the organization.
Eligibility: Approximately top 400 managers in the Company.
Maximum
Award: Leadership Team (7 participants): 100% of base
salary
Senior Management (10 participants): 75% of base
salary
Key Management (120 participants): 40% to 50% of
base salary
Other Management (270 participants): 30% to 40% of
base salary
Performance
Measures: Established annually by the CEO. Measures and
weightings may be modified year to year. Initial
weighting as follows:
40% Pre-Tax Earnings
40% Cash flow, excluding capital expenditures
20% People/Organizational Enhancement (Up-
Talenting)
Payout Form: Leadership Team: 50% cash, 50% shares
(deferrable) until mandated stock ownership levels
are achieved; thereafter the mix of cash and stock will
be at the participant's election.
Senior, Key and Other Management: 100% cash.
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
the Leadership Team and Senior Management will be
reviewed and approved by the Compensation
Committee.
Withholding: Participants receiving a portion of their bonus
payment in stock may elect to pay Federal, state and
local withholding tax obligations to the Company in
cash or request that the Company withhold a number
of shares of common stock equal in value to the
withholding tax amount, at the discretion of the
Committee.
<PAGE>
Exhibit 10.24
Brunswick Strategic Incentive Plan for 1996-1997 Highlights
Purpose: To attract, retain, and significantly reward a select group of
individuals for the achievement of aggressive, measurable
standards of corporate performance. Payments in stock are
intended to assist participants in achieving specified ownership
guidelines and promote an entreprenurial approach to the
business.
Eligibility: A select group of 7-10 executives (Leadership Team), 8-10
senior managers (Senior Management) and approximately 120
management employees (Key Management).
Performance
Period: Two years
Award
Frequency: Annually, performance periods will be overlapping.
Performance
Measures: Pre-tax earnings (50%) and cash flow, excluding capital
expenditures (50%).
Performance
Weightings: Leadership Team: Corporate performance - 30%; Division
performance - 70%
Senior Management: Corporate performance - 20%; Division
performance - 80%
Key Management: Corporate performance - 10%; Division
performance - 90%
Maximum
Award: Leadership Team: Equivalent of 100% of base pay,
denominated initially in 100% deferrable stock until mandate
achieved.
Senior Management: Equivalent of 75% of base pay,
denominated initially in 75% deferrable stock until mandate
achieved.
Key Management: Equivalent of 40%-60% of base pay,
denominated initially in 50% deferrable stock until mandate
achieved.
<PAGE>
Payout Form: The mix of payments under this Plan between cash and stock
will change as specified ownership guidelines are achieved.
The following will be the payment form until the stock ownerhip
guidelines are achieved and then individually electable:
Leadership Team: 100% stock
Senior Management: 75% stock, 25% cash
Key Management: 50% cash, 50% stock
Upon achievement of the ownership guidelines, the participant
may elect the form of payment, either cash or stock, with the
opportunity for voluntary deferrals of stock into a Rabbi trust.
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 the Leadership Team and
Senior Management will be reviewed and approved by the
Compensation Committee.
Withholding: Participants receiving a portion of their bonus payment in stock
may elect to pay Federal, state and local withholding tax
obligations to the Company in cash or request that the
Company withhold a number of shares of common stock equal
in value to the withholding tax amount, at the discretion of the
Committee.
<PAGE>
Exhibit 21.1
Subsidiaries of the Company
The following corporations are direct or in-direct wholly-owned subsidiaries of
Brunswick Corporation:
Place of
Incorporation
Appletree Ltd. Bermuda
Baja Marine Corporation Delaware
Bayliner Marine Corporation Delaware
Brunswick AG Switzerland
Brunswick Bowling & Billiards Corporation Delaware
Brunswick Bowling & Billiards Mexico, Mexico
S.A. de C.V.
Brunswick Bowling & Billiards (U.K.) Limited England
Brunswick Bowling e Billiards Industria e Brazil
Comercia Ltda.
Brunswick Bowling GmbH West Germany
Brunswick Bowling Pin Corporation Delaware
Brunswick Centres, Inc. Ontario
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
Brunswick Technology Corporation Delaware
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
<PAGE>
Place of
Incorporation
Sea Ray Boats, Inc. Tennessee
Skokie Investment Corporation Delaware
Starcraft Power Boats Corp. Delaware
Wintergreen Finance, Inc. Delaware
Zebco Corporation Delaware
Zebco Sales 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 24.1
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, Peter B. Hamilton 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, 1995 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/ Peter N. Larson February 6, 1996
President, Chief Executive Peter N. Larson
Officer (Principal Executive
Officer) and Director
Director /s/ Nolan D. Archibald February 6, 1996
Nolan D. Archibald
Director /s/ Michael J. Callahan February 6, 1996
Michael J. Callahan
Director /s/ John P. Diesel February 6, 1996
John P. Diesel
<PAGE>
Director /s/ George D. Kennedy February 6, 1996
George D. Kennedy
Director /s/ Bernd K. Koken February 6, 1996
Bernd K. Koken
Director /s/ Jay W. Lorsch February 6, 1996
Jay W. Lorsch
Director /s/ Bettye Martin Musham February 6, 1996
Bettye Martin Musham
Director /s/ Robert N. Rasmus February 6, 1996
Robert N. Rasmus
Director /s/ Jack F. Reichert February 6, 1996
Jack F. Reichert
Director /s/ Kenneth Roman February 6, 1996
Kenneth Roman
Director /s/ Roger W. Schipke February 6, 1996
Roger W. Schipke
<PAGE>
Exhibit 24.1
Power of Attorney
I, Thomas K. Erwin, do hereby nominate, constitute and appoint Peter B.
Hamilton 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 other and with full power of substitution and resubstitution, to
execute in the name and on behalf of the undersigned as Controller and Principal
Accounting Officer of Brunswick Corporation, a Delaware corporation (the
"Company"), the Annual Report
of the Company on Form 10-K for the fiscal year ended December 31, 1995 and any
and all amendments thereto; and I hereby ratify and approve all that said
attorneys or any of them shall do or cause to be done by virtue hereof.
In witness whereof, I have executed this Power of Attorney in one or
more counterparts on March 5, 1996.
/s/ Thomas K. Erwin
Thomas K. Erwin
<PAGE>
<TABLE> <S> <C>
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<NAME> BRUNSWICK CORPORATION
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 344300
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0
0
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