SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) October 13, 2000
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Brunswick Corporation
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-1043 36-0848180
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(Commission File Number) (IRS Employer Identification No.)
1 North Field Court, Lake Forest, Illinois 60045-4811
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 735-4700
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
On October 13, 2000, the Company announced that it had executed a
non-binding letter of intent to sell certain of its outdoor recreation
businesses to K2 Inc. for a total consideration of approximately $200
million in cash, subordinated debt and convertible equity securities,
subject to adjustment. Included in the transaction are certain of the
assets of the Company's Zebco (North America) fishing equipment business,
MotorGuide trolling motors business, Swivl-Eze marine accessories business,
and Hoppe's hunting sports accessories business, as well as the stock of
the Company's subsidiary comprised primarily of its Igloo coolers business.
Completion of the transaction is subject to negotiation and signing of a
definitive purchase and sale agreement, K2's ability to obtain financing
and other closing conditions.
The Company also announced that in the third quarter of 2000 it would
record an after-tax charge for discontinued operations (related to the
MotorGuide, Swivl-Eze, Hoppe's and Igloo businesses) of approximately $110
million. The charge included anticipated losses on disposition of the
businesses, losses from discontinued operations for the third quarter and
estimated losses for future quarters.
In addition, the Company announced that it would take a charge against
operating earnings in the third quarter of approximately $40 million
after-tax to increase environmental reserves related to the cleanup of
contamination from a former manufacturing facility and to account for the
write-down of investments in certain Internet-related businesses.
Forward Looking Statements
Certain statements in this Form 8-K are forward looking as defined in
the Private Securities Litigation Reform Act of 1995. These statements
involve certain risks and uncertainties that may cause actual results to
differ materially from expectations as of the date of this filing. These
risks include, but are not limited to, the ability to dispose of the
fishing, cooler, marine accessories and hunting sports accessories
businesses within the time, price and manner estimated; the ability to
maintain key customers during the divestiture period, and the ability of
the buyers to obtain financing; shifts in market demand for the Company's
products; competitive pricing pressures; inventory adjustments by major
retailers; adverse domestic or foreign economic conditions; adverse weather
conditions retarding sales of recreation products; the ability to complete
environmental remediation efforts at the cost estimated; and imports from
Asia and increased competition from Asian competitors.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements: Not applicable
(b) Pro Forma Financial Information: Not applicable
(c) Exhibits
Exhibit No. Document
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99.1 Restated historical financial data (unaudited)
for the quarter and year-to-date periods ended
March 31, 1999, June 30, 1999, September 30, 1999,
December 31, 1999, March 31, 2000, June 30, 2000
and September 30, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
BRUNSWICK CORPORATION
DATE: October 26, 2000 By: /s/ DUSTAN E. MCCOY
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Name: Dustan E. McCoy
Title: Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
Exhibit No. Document
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99.1 Restated historical financial data (unaudited)
for the quarter and year-to-date periods ended
March 31, 1999, June 30, 1999, September 30, 1999,
December 31, 1999, March 31, 2000, June 30, 2000
and September 30, 2000.
