As filed with the Securities and Exchange Commission on April 30, 1999
File No. 333-
================================================================================
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 or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation or Organization)
1 N. Field Ct.
Lake Forest, IL 60045-4811
(Address of Principal Executive Offices) (Zip Code)
1991 STOCK PLAN
(Full Title of the Plan)
Mary D. Allen
Vice President, General Counsel and Secretary
Brunswick Corporation
1 N. Field Ct.
Lake Forest, Illinois 60045-4811
(847) 735-4700
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
----------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1)(2) Price(2) Fee(2)
- --------------------------------------------------------------------------------
Common Stock
($0.75 par
value)(3) 5,000,000 shares $22.2187 $111,093,500 $30,883.99
================================================================================
(1) Estimated solely for the purpose of calculating the amount of
the registration fee pursuant to Rule 457 on the basis of the
average of the high and low sale prices on April 23, 1999.
(2) The number of shares of Common Stock to be registered may be adjusted
in accordance with the provisions of the Plan in the event that,
during the period that the Plan is in effect, the number of shares
of Common Stock is increased or decreased or such shares are
changed into or exchanged for a different number or kind of shares
of stock or other securities of the Corporation through
reorganization, merger or consolidation, recapitalization, stock
dividend, stock split, combination of shares, or otherwise.
Accordingly, this Registration Statement covers, in addition to the
number of shares of Common Stock stated above, an indeterminate
number of shares which by reason of any such events may be issued
in accordance with the provisions of the Plan.
(3) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this Registration Statement also registers such indeterminate number of
additional shares as may be issuable under the Plan in connection
with share splits, share dividends or similar transactions.
II-1
<PAGE>
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
The contents of the earlier Registration Statement on Form S-8
relating to the 1991 Stock Plan, File No. 333-04289, are incorporated
herein by reference.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities to be issued under the Plan has
been passed upon for the Corporation by Mary D. Allen, Vice President,
General Counsel and Secretary of the Corporation, who holds 13,134 shares
of Common Stock and options to acquire an additional 70,000 shares of
Common Stock.
Item 8. Exhibits.
See the Exhibit Index which is incorporated herein by reference.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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, State of Illinois, on April 29,
1999.
BRUNSWICK CORPORATION
By: /s/ Victoria J. Reich
--------------------------------
Victoria J. Reich
Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 29, 1999.
Signature Title
- -------------- -----
Peter N. Larson Chairman of the Board, Chief Executive Officer
(Principal Executive Officer) and Director
Peter B. Hamilton Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Victoria J. Reich Vice President and Controller (Principal
Accounting Officer)
Nolan D. Archibald Director
Jeffrey L. Bleustein Director
Michael J. Callahan Director By: /s/ Victoria J. Reich
-------------------------
Victoria J. Reich
Manuel A. Fernandez Director Attorney-in-Fact
Peter Harf Director
Jay W. Lorsch Director
Rebecca Mark Director
Bettye Martin Musham Director
Ken Roman Director
Robert L. Ryan Director
Roger W. Schipke Director
II-3
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description of Exhibit
- ----------- ----------------------
5.1 Opinion of Mary D. Allen, Vice President, General Counsel and
Secretary of the Corporation
23.1 Consent of Mary D. Allen, Vice President, General Counsel and
Secretary of the Corporation (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney.
II-4
EXHIBIT 5.1
April 29, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Brunswick Corporation
Registration Statement on Form S-8
-----------------------------------
Ladies and Gentlemen:
As Vice President, General Counsel and Secretary of Brunswick
Corporation (the "Company"), I am familiar with the corporate proceedings
taken and to be taken in connection with the registration under the
Securities Act of 1933, as amended, of 5,000,000 shares of Common Stock,
$.75 par value per share ("Common Stock"), of the Company available for
issuance under the Company's 1991 Stock Plan (the "Plan"). I have examined
such documents, records and instruments and such questions of law as I
consider necessary for the purpose of this opinion.
Based on the foregoing, I am of the opinion that the shares of
Common Stock to be issued pursuant to the Plan have been duly authorized
and will, upon due issuance thereof, be validly issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement being filed in connection with the
above-mentioned registration.
Very truly yours,
/s/ Mary D. Allen
-----------------------
Mary D. Allen
Vice President, General
Counsel and Secretary
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 27, 1999 (except with respect to the matters discussed in
Note 6, as to which the dates are February 10, 1999 and February 16, 1999)
in Brunswick Corporation's Form 10-K for the year ended December 31, 1998
and to all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
April 29, 1999
Exhibit 24.1
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 posteffective amendments thereto, and all instruments
necessary or incidental in connection therewith, and to file or cause to be
filed such Registration Statement, amendments or posteffective 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 April 21, 1999
--------------------------
Chief Executive Officer Peter N. Larson
(Principal Executive
Officer) and Director
Executive Vice President /s/ Peter B. Hamilton April 21, 1999
------------------------
and Chief Financial Officer Peter B. Hamilton
(Principal Financial Officer)
Vice President and Controller /s/ Victoria J. Reich April 21, 1999
-------------------------
(Principal Accounting Officer) Victoria J. Reich
Director /s/ Nolan D. Archibald April 21, 1999
-------------------------
Nolan D. Archibald
Director /s/ Jeffrey L. Bleustein April 21, 1999
--------------------------
Jeffrey L. Bleustein
Director /s/ Michael J. Callahan April 21, 1999
---------------------------
Michael J. Callahan
<PAGE>
Capacity Signature Date
- -------- --------- ----
Director /s/ Manuel A. Fernandez April 21, 1999
-------------------------
Manuel A. Fernandez
Director /s/ Peter Harf April 21, 1999
-------------------------
Peter Harf
Director /s/ Jay W. Lorsch April 21, 1999
-------------------------
Jay W. Lorsch
Director /s/ Rebecca P. Mark April 21, 1999
--------------------------
Rebecca P. Mark
Director /s/ Bettye Martin Musham April 21, 1999
--------------------------
Bettye Martin Musham
Director /s/ Kenneth Roman April 21, 1999
---------------------------
Kenneth Roman
Director /s/ Robert L. Ryan April 21, 1999
---------------------------
Robert L. Ryan
Director /s/ Roger W. Schipke April 21, 1999
---------------------------
Roger W. Schipke
