Registration No.
Securities and Exchange Commission
Washington, D.C. 20549
Form S-8
Registration Statement
Under
The Securities Act of 1933
Brunswick Corporation
(Exact name of registrant as specified in its charter)
Delaware 36-0848180
(State of Incorporation) (I.R.S. Employer Identification Number)
1 N. Field Ct., Lake Forest, IL 60045-4811
(Address of Principal Executive Offices) (Zip Code)
1991 Stock Plan
(Full title of the plan)
Robert T. McNaney, General Counsel
Brunswick Corporation
1 N. Field Ct.
Lake Forest, Illinois 60045-4811
(Name and address of agent for service)
847-735-4700
(Telephone number of agent for service)
Calculation of Registration Fee
Proposed Proposed
Maximum Maximuim
Title of Amount Offering Aggregate Amount of
Securities to be Price Offering Registration
to be Registered Registered PerShare(1) Price Fee
Common Stock Par 6,200,000 $21.00 $130,200,000 $44,896.55
Value $0.75 shares
(1) Estimated solely for the purpose of calculating the amount
of the registration fee pursuant to Rule 457(h) on the basis of
the average of the high and the low prices of the Common Stock
on May 20, 1996.
<PAGE>
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents or portions of documents previously
filed with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
(a) The Annual Report of Brunswick Corporation (the
"Company") on Form 10-K for the year ended
December 31, 1995.
(b) The Company's Quarterly Report on Form 10-Q for
the Quarter ended March 31, 1996.
(c) The description of the Preferred Share Purchase
Rights contained in the Company's Registration
Statement on Form 8-A filed with the Commission
on March 14, 1996.
(d) The description of the Company's Common Stock
contained on pages 8-9 of the Prospectus filed
as part of Amendment No. 1 to the Company's
Registration Statement No. 33-45772 filed with
the Commission on April 30, 1992.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Certain legal matters with respect to the legality of the
Common Stock offered hereby will be passed upon for the Company by
Robert T. McNaney, General Counsel of the Company. As of May 22,
1996 Mr. McNaney owned approximately 35,000 shares of Common Stock
of the Company and also held options to purchase 46,400 shares of
Common Stock, of which options to purchase 18,900 shares are
currently exercisable.
<PAGE>
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of
Delaware, under which the Company is organized, empowers a
corporation, subject to certain limitations, to indemnify its
officers, directors, employees and agents, or others acting in
similar capacities for other entities at the request of the
Company, against certain expenses, including attorneys' fees,
judgments, fines and other amounts which may be paid or incurred by
them in their capacities as such directors, officers, employees or
agents.
The Certificate of Incorporation of the Company authorizes
the board of directors to indemnify directors, officers, employees
or agents of the Company to the fullest extent that is lawful.
The Company's By-laws authorize the board of directors to
indemnify directors, officers, employees and agents in the same
circumstances set forth in the Certificate of Incorporation. The
By-laws also authorize the Company to purchase liability insurance
on behalf of directors, officers, employees and agents and to enter
into indemnity agreements with directors, officers, employees and
agents.
The Company has entered into indemnification agreements with
its directors and its officers which provide broader
indemnification than the indemnification specifically available
under Section 145 of the Delaware statute. The agreements provide
that the Company will indemnify its directors and its officers, to
the fullest extent permitted by the Company's Certificate of
Incorporation (and that is otherwise lawful) against expenses
(including attorneys' fees), judgments, fines, taxes, penalties and
settlement payments incurred by reason of the fact that they were
directors or officers of the Company. Unlike Section 145, this
indemnification would, to the extent that it is lawful, cover
judgments, fines and amounts paid in settlement of claims against
the director or officer by or in the right of the Company.
The Company is the owner of an insurance policy which covers
the Company for certain losses incurred pursuant to indemnification
obligations set forth above during any policy year, subject to
specified exclusions, terms and conditions. The policy also covers
the officers and directors of the Company for certain of such
losses if they are not indemnified by the Company.
The Company is also the owner of an insurance policy which
would reimburse it for certain losses incurred by it pursuant to
its fiduciary obligations under the Employee Retirement Income
Security Act of 1974, subject to specified exclusions, terms and
conditions. This policy also covers the officers, directors and
employees of the Company for certain of their losses incurred as
fiduciaries under such Act, subject to specified exclusions, terms
and conditions.
Item 7. Exception from Registration Claimed
Not applicable.
<PAGE>
Item 8. Exhibits
5. Opinion of Robert T. McNaney
23.1 The consent of Robert T. McNaney is contained
in his opinion filed as Exhibit 5 to this
Registration Statement.
23.2 Consent of Arthur Andersen LLP.
24. Powers of Attorney
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective
amendment or appendix to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement
is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a
new registration statement relating to the
securities offered herein, and the offering of
such securities at that time shall be deemed to be
the initial bona fide offering thereof.
<PAGE>
(3) To remove from registration by means of
post-effective amendment any of the securities
registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Company pursuant to the provisions referred to in Item
6 (except as set forth in paragraph (c) thereunder),
or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than
the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of
the Company in the successful defense of any action,
suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the Company will, unless
in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be
governed by a final adjudication of such issue.
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933,
Brunswick Corporation certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized in Lake
Forest, Illinois on May 22, 1996.
Brunswick Corporation
By: /s/ Richard S. O'Brien
Richard S. O'Brien,
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933,
the registration statement has been signed by the following persons
in the capacities and on the date indicated.
Signature Title
Peter N. Larson Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) and Director
Peter B. Hamilton Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
William L. Metzger Director of Accounting (Principal Accounting
Officer)
Nolan D. Archibald Director
Michael J. Callahan Director
John P. Diesel Director
Peter Harf Director
George D. Kennedy Director
Bernd K. Koken Director By: /s/ Richard S. O'Brien
Richard S. O'Brien
Jay W. Lorsch Director Attorney-in-Fact
Bettye Martin Musham Director May 22, 1996
Jack F. Reichert Director
Kenneth Roman Director
Roger W. Schipke Director
<PAGE>
Exhibit Index
Number Title
5. Opinion of Robert T. McNaney
23.1 The consent of Robert T. McNaney is contained in his
opinion filed as Exhibit 5 to this Registration
Statement
23.2 Consent of Arthur Andersen LLP
24. Powers of Attorney
<PAGE>
Exhibit 5
May 22, 1996
Brunswick Corporation
1 N. Field Ct.
Lake Forest, IL 60045-4811
Gentlemen:
I am General Counsel of Brunswick Corporation, a Delaware
corporation ("Brunswick").
With respect to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed on or about May 22, 1996 by
Brunswick with the Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as
amended, 6,200,000 shares of common stock, $.75 par value of
Brunswick (the "Shares") to be issued under the Brunswick
Corporation 1991 Stock Plan (the "Plan"), I have examined originals
or copies, certified or otherwise identified to my satisfaction, of
such corporate records, certificates, and other documents and
instruments, and such questions of law, as I have considered
necessary or desirable for the purpose of this opinion.
Based on the foregoing, I am of the opinion that the Shares
will, when the Registration Statement has become effective and the
Shares have been issued and delivered as contemplated in the
Registration Statement and in the Plan, be validly issued, fully
paid, and nonassessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Robert T. McNaney
General Counsel
RTM:jam
<PAGE>
Exhibit 23.2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated January 30, 1996 included or incorporated by reference
in Brunswick Corporation's Form 10-K for the year ended
December 31, 1995 and to all references to our Firm included in
this registration statement.
Arthur Andersen LLP
Chicago, Illinois
May 13, 1996
<PAGE>
Power of Attorney
The undersigned directors and officers of Brunswick
Corporation, a Delaware corporation (the "Company"), hereby appoint
Peter B. Hamilton, Richard S. O'Brien and Dianne M. Yaconetti and
each of them individually, the true and lawful attorney or
attorneys of the undersigned, with power to act with or without the
others and with full power of substitution and resubstitution, to
execute in the name and on behalf of the undersigned as directors
and officers of the Company, a Registration Statement under the
Securities Act of 1933, as amended, for the registration of
securities, and any amendments or post-effective amendments
thereto, and all instruments necessary or incidental in connection
therewith, and to file or cause to be filed such Registration
Statement, amendments or post-effective amendments thereto, and
other instruments with the Securities and Exchange Commission.
Each of said attorneys shall have full power and authority to do
and perform, in the name and on behalf of the undersigned, each act
whatsoever necessary or desirable to be done in the premises, as
fully and to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratify and approve the action of
said attorneys and each of them.
In Witness Whereof, each of the undersigned has executed this
Power of Attorney in one or more counterparts on the date set
opposite his/her name.
Capacity Signature Date
Chairman of the Board, /s/ Peter N. Larson May 22, 1996
Chief Executive Officer Peter N. Larson
(Principal Executive
Officer) and Director
Senior Vice President and /s/ Peter B. Hamilton May 22, 1996
Chief Financial Officer Peter B. Hamilton
(Principal Financial
Officer)
<PAGE>
Capacity Signature Date
Director /s/ Nolan D. Archibald May 22, 1996
Nolan D. Archibald
Director /s/ Michael J. Callahan May 22, 1996
Michael J. Callahan
Director /s/ John P. Diesel May 22, 1996
John P. Diesel
Director /s/ Peter Harf May 22, 1996
Peter Harf
Director /s/ George D. Kennedy May 22, 1996
George D. Kennedy
Director /s/ Bernd K. Koken May 22, 1996
Bernd K. Koken
Director /s/ Jay W. Lorsch May 22, 1996
Jay W. Lorsch
Director /s/ Bettye Martin Musham May 22, 1996
Bettye Martin Musham
Director /s/ Jack F. Reichert May 22, 1996
Jack F. Reichert
Director /s/ Kenneth Roman May 22, 1996
Kenneth Roman
Director /s/ Roger W. Schipke May 22, 1996
Roger W. Schipke
<PAGE>
Power of Attorney
William L. Metzger, Director of Accounting of Brunswick
Corporation, a Delaware corporation (the "Company"), hereby
appoints Peter B. Hamilton, Richard S. O'Brien and Dianne M.
Yaconetti and each of them individually, the true and lawful
attorney or attorneys of the undersigned, with power to act with or
without the others and with full power of substitution and
resubstitution, to execute in the name and on behalf of the
undersigned as Director of Accounting (Principal Accounting
Officer) of the Company, a Registration Statement under the
Securities Act of 1933, as amended, for the registration of
securities, and any amendments or post-effective amendments
thereto, and all instruments necessary or incidental in connection
therewith, and to file or cause to be filed such Registration
Statement, amendments or post-effective amendments thereto, and
other instruments with the Securities and Exchange Commission.
Each of said attorneys shall have full power and authority to do
and perform, in the name and on behalf of the undersigned, each act
whatsoever necessary or desirable to be done in the premises, as
fully and to all intents and purposes as the undersigned could do
in person. The undersigned hereby ratifies and approves the action
of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney in one or more counterparts on May 22, 1996.
/s/ William L. Metzger
William L. Metzger
Director of Accounting
(Principal Accounting Officer)
