1
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X][ X ] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended JULY 3, 19942, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________________ to ___________________
Commission file number 1-1370
BRIGGS & STRATTON CORPORATION
(Exact name of registrant as specified in its charter)
A Wisconsin Corporation 39-0182330
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12301 WEST WIRTH STREET
WAUWATOSA, WISCONSIN 53222
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 414-259-5333
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
Common Stock (par value $0.01 per share) New York Stock Exchange
Common Share Purchase Rights New York Stock Exchange
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
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes _X__ No ____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 registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]
The aggregate market value of voting stock held by nonaffiliates of the
registrant was approximately $1,071,166,000$1,074,139,000 based on the reported last sale
price of such securities as of September 8, 1994.1995.
Number of Shares of Common Stock Outstanding at September 8, 1994: 14,463,500.1995: 28,927,000.
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K Into Which Portions
Document of Document are Incorporated
-------- ----------------------------------------------------------------------
Annual Report to Shareholders
for year ended July 3, 19942, 1995 Parts I (Item 1) and II
Proxy Statement for Annual Meeting
on October 19, 199418, 1995 Part III
The Exhibit Index is located on page 14.11.
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TABLE OF CONTENTS
PART I
Item Page
- - - ---- ----
1. Business 1
2. Properties 3
3. Legal Proceedings 3
4. Submission of Matters to a Vote of Security Holders 3
PART II
5. Market for the Registrant's Common Equity and Related
Stockholder Matters 6
6. Selected Financial Data 6
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
8. Financial Statements and Supplementary Data 6
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 6
PART III
10. Directors and Executive Officers of the Registrant 6
11. Executive Compensation 6
12. Security Ownership of Certain Beneficial Owners and
Management 6
13. Certain Relationships and Related Transactions 6
PART IV
14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K 7
Signatures 9
PART I
------
Item Page
- ---- ----
1. Business 1
2. Properties 3
3. Legal Proceedings 3
4. Submission of Matters to a Vote of Security Holders 3
Executive Officers of the Registrant 4
PART II
-------
5. Market for the Registrant's Common Equity and Related Stockholder Matters 6
6. Selected Financial Data 6
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 6
8. Financial Statements and Supplementary Data 6
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 6
PART III
--------
10. Directors and Executive Officers of the Registrant 6
11. Executive Compensation 6
12. Security Ownership of Certain Beneficial Owners and Management 6
13. Certain Relationships and Related Transactions 6
PART IV
-------
14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 7
Signatures 8
3
PART I
Item1.Item 1. Business
Basic Business
Briggs & Stratton Corporation is the world's largest producer of air cooled
gasoline engines for outdoor power equipment and locks for automobiles and
trucks.equipment. The Company designs,
manufactures, markets and services these products for original equipment
manufacturers worldwide. Engines
Engines,For many years, the Company was also the world's
largest producer of locks for automobiles and trucks. On February 27, 1995,
this automotive lock business was spun off to shareholders. For fiscal 1995,
engines, parts and related products provided 93%accounted for 95% of sales in fiscal 1994.sales. These engines
were air cooled aluminum alloy gasoline engines ranging from 3 tothrough 20
horsepower. The remaining 5% of sales was provided by Briggs & Stratton
Technologies, the former lock division.
Engines
In fiscal 1994,1995, approximately 85%84% of original equipment gasoline engine sales
were to manufacturers of lawn and garden equipment; approximately 15%16% were to
manufacturers of other powered equipment, primarily for the construction
industry and for agriculture. In the United States and Canada, engine sales are
primarily made primarily directly to original equipment manufacturers.
Sales to the Company's largest engine customer, MTD Products Inc., were 18% of
total sales in fiscal 1994.1995. Sales to its second largest customer, Tomkins PLC,
were 12%14% of sales and sales to its third largest customer, A B Electrolux, were
12% of sales. Under purchasing plans available to all gasoline engine
customers, the Company normally enters into annual engine supply agreements
with these producers of end products powered by the Company's gasoline engines.
Company management has no reason to anticipate a change from the continuation
of this practice or in its historical business relationships with these
companies.
The major domestic competitors of the Company in engine manufacturing are
Tecumseh Products Company, Kohler Co., Kawasaki Heavy Industries, Ltd., Honda
Motor Co., Ltd. and Onan Corporation. Also, two domestic lawn mower
manufacturers, Toro Co. Inc.
throughunder its Lawn-Boy Inc. branchbrand and Honda, Motor Co., Ltd., manufacture their
own engines. Eight Japanese small engine manufacturers, of which Honda and
Kawasaki are the largest, are worldwide competitors not only in the sale of
engines, but end products as well. Tecnamotor S.p.A., located in Italy and
owned by Tecumseh, is a major competitor in Europe. Major areas of competition
from all engine manufacturers are product quality, price, timely delivery and
service. The Company believes its product quality and service reputation have
given it the strong brand name identification it enjoys.
Servicing of all the Company's gasoline engine products is done by a network of
over 32,00035,000 independent service parts distribution and repair outlets in the
United States and Canada and many foreign countries.
Manufacturing activity in the lawn and garden industry is driven by the need to
deliver new lawn mowers, garden tractors and tillers for retail sales in the
spring and early summer. Thus, demand from customers is at its height in their
winter and spring manufacturing season. Most engines are manufactured to
individual customer specifications. The Company offers financial incentives to
its OEMs to specify standardized engines; to take delivery during the off
season; and to commit early, for delivery at specific times during the busy
season. These programs, designed to level manufacturing activity, cause the
Company to build inventories of finished engines in the first and second
quarters. Thus, sales generally are highest in the March quarter and weakest in
the September quarter. Customer orders in the last three months of the fiscal
year depend on spring retail sales, so the June quarter is the least
predictable.
1
4
Locks and Keys
Mechanical locks, electro-mechanical locks and related products provided
approximately 7% of sales in fiscal 1994. Customers are primarily the major
automobile and truck manufacturers in North America. Major competitors of the
Company in lock manufacturing are Hurd Lock & Manufacturing Company and
All-Lock Company, Inc. Price, product quality, delivery performance and
technical support are major areas of competition.
A substantial portion of the Company's lock production is sold to two of the
three large North American automobile manufacturers as original equipment
components. The loss of these customers would effectively eliminate the
Company's lock business. These manufacturers have been customers for many years
and the Company anticipates continued business in future years. However, the
largest of these customers has changed its purchasing practices. These
practices may change the level of business the Company receives from that
customer in the future. A substantial reduction from the current level of
business with that customer would significantly impact the Company's lock
business.
Sales to original equipment customers are made by personnel from the Milwaukee
headquarters and Detroit sales office. Independent Sales Representatives are
utilized in servicing certain other industrial OEM accounts. Service parts
and replacement locks are sold to OEMs and to Locksmith Wholesalers.
In May, the Board of Directors approved the spin-off of the lock division to
the Company shareholders. It is currently anticipated that the spin-off will
occur in early calendar 1995.
General
The Company manufactures a majority of the components used in its products and
purchases the balance of its requirements. The Company manufactures its own
ductile and grey iron castings, aluminum and zinc die castings and a high percentage of
other major components, such as carburetors and ignition systems. The Company
also purchases certain finished standard commercial parts such as piston rings,
spark plugs, valves, zinc die castings and plastic components, some stampings
and screw machine parts and smaller quantities of other components. Raw
material purchases are for aluminum, steel, zinc and brass. The Company believes its
sources of supply are adequate.
The Company holds certain patents on features incorporated in its products;
however, the success of the Company's business is not considered to be
primarily dependent upon patent protection. Licenses, franchises and
concessions are not a material factor in the Company's business. For the years
ending July 2, 1995, July 3, 1994 and June 27, 1993, and June 30, 1992, the Company spent
approximately $13,112,000, $12,520,000 $10,411,000 and $10,808,000,$10,411,000, respectively, on
Company sponsored research activities relating to the development of new
products or the improvement of existing products.
The average number of persons employed by the Company during the fiscal year
was 8,583.8,584. Employment ranged from a low of 7,8796,958 in July 1993June 1995 to a high of
8,8019,506 in December 1994.January 1995.
Financial Information About Industry Segments
Financial information about industry segments appears in Note 3 of the 1994Notes to
Consolidated Financial Statements in the 1995 Annual Report to Shareholders and
is incorporated herein by reference.
2
5
Export Sales
Export sales for fiscal 1995 were $312,234,000 (23% of total sales), for fiscal
1994 were $264,866,000 (21% of total sales), and for fiscal 1993 were
$249,610,000 (22% of total sales) and for fiscal 1992 were
$210,728,000 (20% of total sales). These sales were principally to customers in
European countries.
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5
Item 2. Properties
The corporate offices as well as the Company's largest engine manufacturing
facility are located in Wauwatosa, Wisconsin, a suburb of Milwaukee. Three
other facilities located in the Milwaukee metropolitan area are used for
production, warehousing and distribution of engines and engine parts. These are
owned facilities containing approximately 3,232,000 square feet of office,
warehouse and production area. Engines also are manufactured at a 292,000295,000
square foot owned facility in Murray, Kentucky and a 236,000 square foot owned
facility in Poplar Bluff, Missouri.
The Company has four plants under construction. These are located in Rolla,
Missouri; Auburn, Alabama; Statesboro, Georgia and Ravenna, Michigan. The
plants, when completed in fiscal 1996, will allow the Company to better serve
its customers through added capacity and closer proximity to customer assembly
plants.
The engine business is seasonal, with demand for engines at its height in the
winter and early spring. Engine manufacturing operations run at capacity levels
during the peak season, with many operations running three shifts. Engine
operations generally run one shift in the summer, when demand is weakest and
production is considerably under capacity. During the winter, when finished
goods inventories reach their highest levels, owned warehouse space may be
insufficient and capacity may be expanded through rented space. Excess
warehouse space exists in the spring and summer seasons. In May, the Board of Directors approved a plan of relocation
for several of the Company's facilities over the next three years. The plan
provides for the expansion of existing facilities in Murray, Kentucky and
Poplar Bluff, Missouri and the establishment of three new engine manufacturing
facilities. The Company has announced the selection of sites in Statesboro,
Georgia and Auburn, Alabama for two of the facilities. The Company's owned
properties are well maintained.
The Company leases 173,000 square feet of space to house its European warehouse
in the Netherlands and its foreign sales and service operations in Australia,
Canada, France, Germany, New Zealand, Sweden, Switzerland and the United
Kingdom.
The Company's domestic lock manufacturing facility is located in the Milwaukee
suburb of Glendale, Wisconsin. This facility has floor space of approximately
352,000 square feet. The Company also owns a 50,000 square foot assembly plant
in Juarez, Mexico. Both properties are well maintained and are adequate for its
current needs. Additional demand could be met through increased manufacturing
capacity gained by adding a shift.
Item 3. Legal Proceedings
There are no pending legal proceedings that are required to be reported under
this item.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the three months ended July 3,
1994.2,
1995.
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6
Executive Officers of the Registrant
Name, Age, Position Business Experience for Past Five Years
------------------ ------------------------------------------------------------- ---------------------------------------
FREDERICK P. STRATTON, JR., 5556 Mr. Stratton was elected to the position of
Chairman and Chief Executive Officer Chief Executive Officer in May Chairman1977 and
Chief Executive Officer 1977 and(1)(2)(3) Chairman in November 1986. He also served
in the position of President (1) (2) from January 1992
to August 1994.
ROBERT H. ELDRIDGE, 56 Mr. Eldridge was elected to his current position effective January 1984.
Secretary - Treasurer (1)
MICHAEL D. HAMILTON, 52 Mr. Hamilton was elected to his present position effective June 1989.
Executive Vice President -
Sales and Service
JOHN S. SHIELY, 4243 Mr. Shiely was elected to his current position
President and Chief Operating Officer(1) in August 1994 after serving
President and Chief Operating as Executive Vice
President - Administration since November 1991.
He joined
Officer (1) the Company in June 1986 as General
Counsel and served as Vice President and General
Counsel from November 1990 to November 1991.
JAMES A. WIER, 51ROBERT H. ELDRIDGE, 57 Mr. Eldridge was elected to his current position
Executive Vice President and effective April 1995. He has served as Secretary -
Chief Financial Officer, Treasurer since January 1984.
Secretary - Treasurer(1)
MICHAEL D. HAMILTON, 53 Mr. Hamilton was elected to his present position
Executive Vice President - Operationseffective June 1989.
Sales and Service
JAMES A. WIER, 52 Mr. Wier was elected to his current position in
Executive Vice President - Operations April 1989.
ERIK ASPELIN, 5354 Mr. Aspelin assumed his current position in
July 1989.
Vice President - Distribution July 1989.
Sales and Service
JAMES E. BRENN, 4647 Mr. Brenn was elected to his current position in
November 1988.
Vice President and Controller November 1988.
RICHARD J. FOTSCH, 3940 Mr. Fotsch was elected an executive officer
Vice President; General Manager - in May 1993 after serving the Small Vice President; General Manager - Engine Division as General Manager from July 1989 to July 1990 and as Vice
Small Engine Division President and General Manager from July 1990 to May 1993.
4
7
HUGO A. KELTZ, 46 Mr. Keltz was elected an executive officer in May 1992 after serving as Vice
Vice President - International President - International since June 1991. He served as Regional Director -
Europe from November 1989 to June 1991 after serving as International General
Service and Distribution Manager from October 1988 to November 1989.
PAUL M. NEYLON, 47 Mr. Neylon was elected an executive officer in May 1993, after serving the
Vice President; General Manager - Vanguard Division as Vice President and General Manager since November 1991.
Vanguard Division He previously served the Castings Division as General Manager from July 1989
to July 1990 and as Vice President and
General Manager from July 1990 to May 1993.
4
7
HUGO A. KELTZ, 47 Mr. Keltz was elected an executive officer in May 1992
Vice President - International after serving as Vice President - International since
June 1991. He served as Regional Director - Europe
from November 1989 to June 1991.
PAUL M. NEYLON, 48 Mr. Neylon was elected an executive officer in May 1993,
Vice President; General Manager - after serving the Vanguard Division as Vice President
Vanguard Division and General Manager since November 1991. He previously
served the Castings Division as Vice President and General
Manager from July 1990 to November 1991.
STEPHEN H. RUGG, 4748 Mr. Rugg was elected to his current position in
November 1988.
Vice President - Sales and Marketing November 1988.
THOMAS R. SAVAGE, 47 Mr. Savage was elected to his current position in
Vice President - Administration November 1994 after serving as General Counsel since
and General Counsel joining the Company in April 1992. He held the position
of Vice President, Secretary and General Counsel at Sta-
Rite Industries, Inc., a manufacturer of pumps and other
fluids-handling equipment and controls, from 1984 to 1992.
GREGORY D. SOCKS, 4546 Mr. Socks was elected an executive officer in May 1993
after serving the Large
Vice President; General Manager - after serving the Large Engine Division as General
Large Engine Division Manager from August 1989 to July 1990 and Vice
Large Engine Division President
and General Manager from July 1990 to May 1993.
HAROLD M. STRATTON II, 46 Mr. Stratton was elected to his current position effective April 1, 1989.
Vice President; General Manager -
B&S Technologies
GERALD E. ZITZER, 4748 Mr. Zitzer was elected to his current position in
November 1988.
Vice President - Human Resources November 1988.
(1) Officer is also a Director of the Company.
(2) Member of the Executive Committee andCommittee.
(3) Member of Planning Committee.
Frederick P. Stratton, Jr., and Harold M. Stratton II are brothers.
Officers are elected annually and serve until their successors are elected and
qualify.
5
8
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
Information required by this Item is incorporated by reference to "Quarterly
Financial Data, Dividend and Market Information" on page 3231 of the 19941995 Annual
Report to Shareholders.
Item 6. Selected Financial Data
Information required by this Item appears under the heading "Ten Year
Comparisons" on pages 3432 and 3533 of the 19941995 Annual Report to Shareholders and
is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Management's discussion and analysis of results of operations and financial
condition of the Company appears on pages 2928 through 3130 of the 19941995 Annual
Report to Shareholders and is incorporated by reference in this Form 10-K.
Item 8. Financial Statements and Supplementary Data
The information required by Item 8 is incorporated by reference from the
Consolidated Financial Statements and Notes to Consolidated Financial
Statements appearing on pages 1512 through 2625 and page 3231 of the 19941995 Annual
Report to Shareholders.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
The Company has not changed independent accountants in the last two years.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information pertaining to directors is incorporated herein by reference from
pages 2 and 3 of the Company's 19941995 Annual Meeting Proxy Statement dated
September 8, 1994.11, 1995. Information regarding executive officers required by Item
401 and 405 of Regulation S-K is furnished in Part I.I of this Form 10-K. Information
required by Item 405 of Regulation S-K is incorporated by reference from page 6
of the Company's 1995 Annual Meeting Proxy Statement.
Item 11. Executive Compensation
The information required by Item 11 is incorporated by reference from the
section entitled Election of Directors on page 2, the final two paragraphs of
the Nominating and Salaried Personnel Committee Report on Executive
Compensation found on pages 7-10page 11 and the Executive Compensation section found on
pages 11-1512-16 of the Company's 19941995 Annual Meeting Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by Item 12 is incorporated by reference from pages 5
and 6 of the Company's 19941995 Annual Meeting Proxy Statement.
Item 13. Certain Relationships and Related Transactions
The information required by Item 13 is incorporated by reference from pagepages 4
and 18 of the Company's 19941995 Annual Meeting Proxy Statement.
6
9
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as a part of this report:
Page Reference
-------------------------
1994
Annual Report
1994 to
Form 10-K Shareholders
---------- ------------
1. Financial Statements
Consolidated Balance Sheets,
July 3, 1994 and June 27, 1993 16*
For the Years Ended July 3, 1994,
June 27, 1993 and June 30, 1992:
Consolidated Statements of Income and
Shareholders' Investment 15*, 17*
Consolidated Statements of Cash Flows 18*
Notes to Consolidated Financial Statements 19-26*
Report of Independent Public Accountants 28*
* Incorporated herein by reference to the Registrant's 1994 Annual
Report to Shareholders for the fiscal year ended July 3, 1994.
2. Financial Statement Schedules
Report of Independent Public Accountants 10
Schedule V - Property, Plant and Equipment 11
Schedule VI - Accumulated Depreciation and
Unamortized Investment Tax Credit 12
Schedule VIII - Valuation and Qualifying
Accounts 13
Schedule X - Supplementary Income
Statement Information 13
All other schedules are omitted because they are not applicable or
the required information is shown in the financial statements or the
notes thereto.
The individual financial statements of the Registrant have been omitted
since the Registrant is primarily an operating company and the
subsidiaries included in the consolidated statements are wholly owned.
3. Exhibits
See Exhibit Index on page 14 of this report, which is incorporated
herein by reference.
Executive Compensation Plans and Arrangements:
Forms of Officer Employment Agreements.
(Filed as Exhibit 10.0 to the Company's Annual Report on Form 10-K
for fiscal year ended June 27, 1993 and incorporated by reference
herein.)
7
10
Survivor Annuity Plan.
(Filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K for
fiscal year ended June 30, 1986 and incorporated by reference herein.)
Supplemental Retirement Program.
(Filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K for
fiscal year ended June 30, 1990 and incorporated by reference herein.)
Economic Value Added Incentive Compensation Plan.
(Filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K for
fiscal year ended June 27, 1993 and incorporated by reference herein.)
Form of Change of Control Employment Agreements.
(Filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K for
fiscal year ended June 27, 1993 and incorporated by reference herein.)
Trust Agreement with an independent trustee to provide payments under various
compensation agreements with company employees upon the occurrence of a
change in control.
(Filed as Exhibit 10.1 to the Company's Report on Form 10-Q for the
quarter ended October 1, 1989, and incorporated by reference herein.)
Stock Incentive Plan.
(Filed as Exhibit A to the Company's 1990 Annual Meeting Proxy Statement,
which was filed as Exhibit 100A to the Company's Annual Report on Form
10-K for fiscal year ended June 30, 1990 and incorporated by reference
herein.)
Leveraged Stock Option Program
(Filed as Exhibit 10.7 to the Company's Annual Report on Form 10-K for
fiscal year ended June 27, 1993 and incorporated by reference herein.)
Deferred Compensation Agreement
(Filed herewith.)
Page Reference
---------------------------
1995
Annual Report
1995 to
Form 10-K Shareholders
--------- ------------
1. Financial Statements
Consolidated Balance Sheets,
July 2, 1995 and July 3, 1994 13*
For the Years Ended July 2, 1995,
July 3, 1994 and June 27, 1993:
Consolidated Statements of Income and
Shareholders' Investment 12*, 14*
Consolidated Statements of Cash Flow 15*
Notes to Consolidated Financial Statements 16-25*
Report of Independent Public Accountants 27*
* Incorporated herein by reference to the Registrant's 1995 Annual Report to
Shareholders for the fiscal year ended July 2, 1995.
2. Financial Statement Schedules
Report of Independent Public Accountants 9
Schedule II - Valuation and Qualifying
Accounts 10
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or the notes
thereto.
The individual financial statements of the Registrant have been
omitted since the Registrant is primarily an operating company and the
subsidiaries included in the consolidated statements are wholly owned.
3. Exhibits
See Exhibit Index on page 11 of this report, which is incorporated
herein by reference. Each management contract or compensatory plan or
arrangement required to be filed as an exhibit to this report is
identified in the Exhibit Index by an asterisk following the Exhibit
Number.
(b) Reports on Form 8-K
On May 20, 1994, the Company filed a reportNo reports on Form 8-K forwere filed during the purpose
of reporting the approval by the Board of Directors on May 17, 1994 of
two actions. The Board approved a spin-offlast quarter of the
Briggs & Stratton
Technologies Division to Briggs & Stratton's shareholders which is
anticipated to occur in January 1995. The Board also approved a Plan
of Relocation which provides for the expansion of existing facilities
and the establishment of three new manufacturing facilities outside of
Milwaukee at a cost of approximately $112 million over the next two
years.
8period covered by this report.
7
1110
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.
BRIGGS & STRATTON CORPORATION
By /s/ R. H. Eldridge
--------------------------------------------------
R. H. Eldridge
September 20, 19941995 Executive Vice President and
Chief Financial Officer, Secretary-Treasurer
------------------------------------------ --------------------------------------------------------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Frederick P. Stratton, Jr. and Robert H. Eldridge, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments to this report, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
do or cause to be done by virtue thereof.
------------------------------------------ --------------------------------------------------------------------------------
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.
/s/ F. P. Stratton, Jr. /s/ Sheldon B. LubarJohn L. Murray
- - - ------------------------------------------- -------------------------------------------
F. P.-------------------------------------- --------------------------------------
F.P. Stratton, Jr. September 20, 1994 Sheldon B. Lubar1995 John L. Murray September 20, 19941995
Chairman and Chief Executive Officer and Director
Director (Principal Executive Officer)
/s/ RobertR. H. Eldridge /s/ John L. MurrayC. B. Rogers, Jr.
- - - ------------------------------------------- --------------------------------------------------------------------------------- --------------------------------------
Robert H. Eldridge September 20, 1994 John L. Murray1995 C. B. Rogers, Jr. September 20, 19941995
Executive Vice President and Director
Chief Financial Officer, Secretary-Treasurer
and Director Director (Principal Financial Officer)
/s/ James E. Brenn /s/ C. B. Rogers, Jr.John S. Shiely
- - - ------------------------------------------- --------------------------------------------------------------------------------- --------------------------------------
James E. Brenn September 20, 1994 C. B. Rogers, Jr.1995 John S. Shiely September 20, 19941995
Vice President and Controller DirectorPresident and Chief Operating Officer and
(Principal Accounting Officer) Director
/s/ Michael E. Batten /s/ John S. ShielyCharles I. Story
- - - ------------------------------------------- --------------------------------------------------------------------------------- --------------------------------------
Michael E. Batten September 20, 1994 John S. Shiely1995 Charles I. Story September 20, 19941995
Director President and Chief Operating Officer and Director
/s/ Peter A. Georgescu /s/ Elwin J. Zarwell
- - - ------------------------------------------- --------------------------------------------------------------------------------- --------------------------------------
Peter A. Georgescu September 20, 19941995 Elwin J. Zarwell September 20, 19941995
Director Director
98
1211
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in the Briggs & Stratton Corporation
Annual Report to Shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated July 28, 1994.1995. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The
schedulesschedule listed in the accompanying index areis the responsibility of the
Company's management and areis presented for purposes of complying with the
Securities and Exchange Commission's rules and areis not part of the basic
consolidated financial statements. These schedules haveThis schedule has been subjected to the
auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, fairly statestates in all material respects the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
July 28, 1994.
101995.
9
1312
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
Balance at Adjustments Balance at
Beginning Additions Retirements for End of
Description of Period at Cost or Sales Translation Period
---------- ----------- --------- ---------- ----------- ------------
Year Ended June 30, 1992
- - - ---------------------------
Land and land improvement $ 10,909,000 $ 171,000 $ 234,000 $ 93,000 $ 10,939,000
Buildings 111,250,000 1,620,000 698,000 521,000 112,693,000
Machinery and equipment 488,819,000 40,725,000 27,157,000 285,000 502,672,000
Construction in progress 21,510,000 (2,292,000) 2,089,000 - 17,129,000
------------- ----------- ----------- --------- -------------
Totals $ 632,488,000 $40,224,000 $30,178,000 $ 899,000 $ 643,433,000
============= =========== =========== ========= ============
Year Ended June 27, 1993
- - - ----------------------------
Land and land improvements $ 10,939,000 $ 95,000 $ 2,000 $ (41,000) $ 10,991,000
Buildings 112,693,000 2,061,000 337,000 (351,000) 114,066,000
Machinery and equipment 502,672,000 36,460,000 22,144,000 (423,000) 516,565,000
Construction in progress 17,129,000 (506,000) 120,000 (5,000) 16,498,000
------------- ----------- ----------- --------- -------------
Totals $ 643,433,000 $38,110,000 $22,603,000 $(820,000) $ 658,120,000
============= =========== =========== ========= ============
Year Ended July 3, 1994
- - - ----------------------------
Land and land improvements $ 10,991,000 $ 180,000 $ 782,000 $(110,000) $ 10,279,000
Buildings 114,066,000 2,084,000 4,078,000 (106,000) 111,966,000
Machinery and equipment 516,565,000 38,325,000 24,369,000 180,000 530,701,000
Construction in progress 16,498,000 215,000 56,000 (10,000) 16,647,000
------------- ----------- ----------- --------- -------------
Totals $ 658,120,000 $40,804,000 $29,285,000 $ (46,000) $ 669,593,000
============= =========== =========== ========= ============
11
14
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
SCHEDULE VI - ACCUMULATED DEPRECIATION AND
UNAMORTIZED INVESTMENT TAX CREDIT
Deductions
From
Reserves -
Provision Retirements,
Balance at Charged Renewals Adjustments Balance at
Beginning to Profit and for End
Description of Period and Loss Replacements Translation of Period
----------- -------------- ------------ ------------- -------------- ------------
Year Ended June 30, 1992
- - - -------------------------
Land improvements $ 3,643,000 $ 295,000 $ 41,000 $ - $ 3,897,000
Buildings 48,930,000 3,802,000 576,000 168,000 52,324,000
Machinery and equipment 253,586,000 38,046,000 19,251,000 198,000 272,579,000
------------- ------------ ----------- --------- -------------
$ 306,159,000 $ 42,143,000 $19,868,000 $ 366,000 $ 328,800,000
Unamortized investment
tax credit 5,965,000 (1,030,000) - - 4,935,000
------------- ------------ ----------- --------- -------------
Totals $ 312,124,000 $ 41,113,000 $19,868,000 $ 366,000 $ 333,735,000
============= ============ =========== ========= =============
Year Ended June 27, 1993
- - - --------------------------
Land improvements $ 3,897,000 $ 300,000 $ 2,000 $ - $ 4,195,000
Buildings 52,324,000 3,921,000 281,000 (151,000) 55,813,000
Machinery and equipment 272,579,000 43,881,000 17,629,000 (316,000) 298,515,000
------------- ------------ ----------- --------- -------------
$ 328,800,000 $ 48,102,000 $17,912,000 $(467,000) $ 358,523,000
Unamortized investment
tax credit 4,935,000 (880,000) - - 4,055,000
------------- ------------ ----------- --------- -------------
Totals $ 333,735,000 $ 47,222,000 $17,912,000 $(467,000) $ 362,578,000
============ ============ =========== ========= =============
Year Ended July 3, 1994
- - - -------------------------
Land improvements $ 4,195,000 $ 296,000 $ 359,000 $ - $ 4,132,000
Buildings 55,813,000 3,768,000 1,931,000 6,000 57,656,000
Machinery and equipment 298,515,000 39,716,000 19,670,000 129,000 318,690,000
------------- ------------ ----------- --------- -------------
$ 358,523,000 $ 43,780,000 $21,960,000 $ 135,000 $ 380,478,000
Unamortized investment
tax credit 4,055,000 (830,000) - - 3,225,000
------------- ------------ ----------- --------- -------------
Totals $362,578,000 $ 42,950,000 $21,960,000 $ 135,000 $ 383,703,000
============ ============ =========== ========= =============
The annual rates used for computing depreciation are shown below:
Straight-Line
Rate
-----------
Land improvements 3-1/3% to 5%
Buildings 2% to 10%
Machinery and equipment 5% to 50%
Certain tools, dies, jigs and fixtures, classified with machinery and equipment
are depreciated on a straight-line basis over five years.
12
15
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
SCHEDULE VIIIII - VALUATION AND QUALIFYING ACCOUNTS
Provision
Balance at Charged Balance at
Beginning to Profit End of
Description of Period and Loss Payments Period
------------ ------------- ---------- ----------- ----------------------- -------- -------- ------
Year Ended June 30, 1992
- -27, 1993
- ------------------------
Estimated warranty
expense to be incurred $ 24,754,000 $ 25,003,000 $ 23,929,000 $ 25,828,000
============= ============$25,828,000 $23,523,000 $21,033,000 $28,318,000
=========== ============
Reserve for retired
employees' life insurance $ 9,755,000 $ 811,000 $ 817,000 $ 9,749,000
============= ============ ============ ======================== =========== ===========
Year Ended June 27, 1993July 3, 1994
- - - -----------------------------------------------
Estimated warranty
expense to be incurred $ 25,828,000 $ 23,523,000 $ 21,033,000 $ 28,318,000
============= ============ ============ =============
Reserve for retired
employees' life insurance $ 9,749,000 $ 825,000 $ 827,000 $ 9,747,000
============= ============ ============ ============$28,318,000 $23,694,000 $22,212,000 $29,800,000
=========== =========== =========== ===========
Year Ended July 3, 19942, 1995
- - - -----------------------------------------------
Estimated warranty
expense to be incurred $ 28,318,000 $ 23,694,000 $ 22,212,000 $ 29,800,000
============= ============ ============ ============
Reserve for retired
employees' life insurance $ 9,747,000 $ 908,000 $ 664,000 $ 9,991,000
============= ============ ============ ============$29,800,000 $26,049,000 $25,496,000 $30,353,000
=========== =========== =========== ===========
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
The following amounts were charged directly to current operations.
For the Fiscal Year
------------------------------------------------------
1994 1993 1992
------------- ------------- -------------
Maintenance and repairs $ 56,415,000 $ 51,675,000 $ 47,746,000
Depreciation 42,950,000 47,222,000 41,113,000
10
13 16
BRIGGS & STRATTON CORPORATION
EXHIBIT INDEX
19941995 ANNUAL REPORT ON FORM 10-K
Exhibit
Number Description
- - - -------- ------------------ -----------
3.1 Articles of Incorporation.
(Filed as Exhibit 3.13.2 to the Company's Report on Form 8-B dated10-Q for the quarter
ended October 12, 1992,2, 1994, and incorporated by reference herein.)
3.2 Bylaws.
(Filed as Exhibit 3.2 to the Company's ReportRegistration Statement on Form 8-B dated
October 12, 1992 and incorporated by reference herein.)
44.1 Rights Agreement dated as of December 20, 1989, between Briggs & Stratton
Corporation and First Wisconsin Trust Company which includes the form of
Right Certificate as Exhibit A and the Summary of Rights to Purchase
Common Shares as Exhibit B.
(Filed as Exhibit 1 to the Company's Report on Form 8-K dated December 20,
1989 and incorporated by reference herein.)
10.04.2 Amendment to Rights Agreement.
(Filed as Exhibit 4.1 to the Company's Report on Form 10-Q for the quarter
ended January 2, 1995, and incorporated by reference herein.)
4.3 Certificate of Adjustment to the Rights Agent concerning Briggs & Stratton
Corporation Shareholders Rights Plan.
(Filed herewith.)
4.4 Certificate of Adjustment to the Rights Agent concerning Briggs & Stratton
Corporation Shareholders Rights Plan. (Second Adjustment)
(Filed herewith.)
10.0* Forms of Officer Employment Agreements.
(Filed as Exhibit 10.0 to the Company's Annual Report on Form 10-K for fiscal
year ended June 27, 1993 and incorporated by reference herein.)
10.110.1* Survivor Annuity Plan.
(Filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K for fiscal
year ended June 30, 1986 and incorporated by reference herein.)
10.210.2* Supplemental Retirement Program.
(Filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K for fiscal
year ended June 30, 1990 and incorporated by reference herein.)
10.310.3(a)* Economic Value Added Incentive Compensation Plan.
(Filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K for fiscal
year ended June 27, 1993 and incorporated by reference herein.)
10.410.3(b)* Economic Value Added Incentive Compensation Plan, as amended and restated
effective April 18, 1995.
(Filed herewith.)
10.4* Form of Change of Control Employment Agreements.
(Filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K for fiscal
year ended June 27, 1993 and incorporated by reference herein.)
10.510.5(a)* Trust Agreement with an independent trustee to provide payments under various
compensation agreements with company employees upon the occurrence of a
change in control.
(Filed asherewith.)
11
14
Exhibit
10.1Number Description
- ------ -----------
10.5(b)* Amendment to the Company's Report on Form
10-Q for the quarter ended October 1, 1989, and incorporated by reference herein.Trust Agreement with an independent trustee to provide payments
under various compensation agreements with company employees.
(Filed herewith.)
10.610.6* Stock Incentive Plan.
(Filed as Exhibit A to the Company's 1993 Annual Meeting Proxy Statement,
which was filed as Exhibit 100A to the Company's Annual Report on Form 10-K
for fiscal year ended June 27, 1993 and incorporated by reference herein.)
10.710.7(a)* Leveraged Stock Option ProgramProgram.
(Filed as Exhibit 10.7 to the Company's Annual Report on Form 10-K for fiscal
year ended June 27, 1993 and incorporated by reference herein.)
10.810.7(b)* Amendment to Leveraged Stock Option Program.
(Filed herewith.)
10.8* Deferred Compensation Agreement.
(Filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for fiscal
year ended July 3, 1994.)
10.9* Amended Deferred Compensation Agreement for Fiscal 1995.
(Filed herewith.)
10.10* Deferred Compensation Agreement for Fiscal 1996.
(Filed herewith.)
13 Annual Report to Shareholders for Year Ended July 3, 1994.2, 1995.
(Filed herewith solely to the extent specific portions thereof are incorporated
herein by reference.)
14
17
Exhibit
Number Description
- - - ------ -------------
21 Subsidiaries of the Registrant.
(Filed as Exhibit 22 to the Company's Annual Report on Form 10-K for fiscal
year ended June 27, 1993 and incorporated by reference herein.herewith.)
23 Consent of Independent Public Accountants.
(Filed herewith.)
24 Power of Attorney
(Included in the SignatureSignatures Page of this report.)
27 Financial Data Schedule
(Filed herewith.)
15
- ---------------
* Management contracts and executive compensation plans and arrangements
required to be filed as exhibits pursuant to Item 14(c) of Form 10-K.
12