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)
1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
Mary D. Allen
Vice President and 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
Title of Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
(1)
Common Stock
Par 500,000
Value $0.75 shares $29.75 $14,875,000 $4,507.58
(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 8, 1997.
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, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the Quarter
ended March 31, 1997.
(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
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of
Delaware, under which the Company is organized, empowers a
corporation, subject to certain limitations, to indemnify its
officers, directors, employees and agents, or others acting in
similar capacities for other entities at the request of the
Company, against certain expenses, including attorneys' fees,
judgments, fines and other amounts which may be paid or incurred by
them in their capacities as such directors, officers, employees or
agents.
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.
Item 8. Exhibits
23 Consent of Arthur Andersen LLP
24. Powers of Attorney
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment or appendix
to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is
on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of post-effective
amendment any of the securities registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to 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.
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 14, 1997.
BRUNSWICK CORPORATION
By:/s/ Victoria J. Reich
Victoria J. Reich,
Vice President
and Controller
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in
the capacities and on the date indicated.
Signature Title
Peter N. Larson Chairman of the Board, Chief Executive Officer
(Principal Executive Officer) and Director
Peter B. Hamilton Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Victoria J. Reich Vice President and Controller
(Principal Accounting Officer)
Nolan D. Archibald Director
Michael J. Callahan Director
Peter Harf Director
George D. Kennedy Director
Jay W. Lorsch Director By:/s/ Victoria J. Reich
Victoria J. Reich
Rebecca P. Mark Director Attorney-in-Fact
Bettye Martin Musham Director May 14, 1997
Jack F. Reichert Director
Kenneth Roman Director
Roger W. Schipke Director
EXHIBIT INDEX
Number Title
23. Consent of Arthur Andersen LLP
24. Powers of Attorney
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated January 29, 1997 included in Brunswick Corporation's
Form 10-K for the year ended December 31, 1996 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
May 9, 1997
Exhibit 24
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 Victoria J. Reich 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 14, 1997
Chief Executive Officer Peter N. Larson
(Principal Executive
Officer) and Director
Senior Vice President /s/ Peter B. Hamilton May 14, 1997
and Chief Financial Officer Peter B. Hamilton
(Principal Financial Officer)
Vice President /s/ Victoria J. Reich May 14, 1997
and Controller Victoria J. Reich
(Principal Accounting Officer)
Director /s/ Nolan D. Archibald May 14, 1997
Nolan D. Archibald
Director /s/ Michael J. Callahan May 14, 1997
Michael J. Callahan
Director /s/ Peter Harf May 14, 1997
Peter Harf
Director /s/ George D. Kennedy May 14, 1997
George D. Kennedy
Director /s/ Jay W. Lorsch May 14, 1997
Jay W. Lorsch
Director /s/ Rebecca P. Mark May 14, 1997
Rebecca P. Mark
Director /s/ Bettye Martin Musham May 14, 1997
Bettye Martin Musham
Director /s/ Jack F. Reichert May 14, 1997
Jack F. Reichert
Director /s/ Kenneth Roman May 14, 1997
Kenneth Roman
Director /s/ Roger W. Schipke May 14, 1997
Roger W. Schipke
