SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BROWN-FORMAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 61-0143150
(State of incorporation) (I.R.S. Employer Identification No.)
850 DIXIE HIGHWAY, LOUISVILLE, KENTUCKY 40210
(Address of Principal Executive Offices and Zip Code)
Stock Option Grants
Brown-Forman Omnibus Compensation Plan
(Full title of the plan)
MICHAEL B. CRUTCHER
Senior Vice President
General Counsel and Secretary
Brown-Forman Corporation
850 Dixie Highway
Louisville, Kentucky 40210
(502) 585-1100
OGDEN NEWELL & WELCH
Attention: James S. Welch
1200 One Riverfront Plaza
Louisville, Kentucky 40202
(502) 582-1601
(Names, addresses and telephone numbers of agents for service)
Exhibit Index appears on page 10.
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be Price Offering Registration
To be Registered Registered Per Share Price Fee
- -----------------------------------------------------------------------------
Options to 750,000(1) $36.942 $27,703,125 $9,553
purchase
common
stock
- -----------------------------------------------------------------------------
(1) This Registration Statement also covers such indeterminable number of
additional options which may be issued as a result of future adjustments
made in accordance with the Brown-Forman Corporation Omnibus
Compensation Plan.
(2) Estimated solely for purpose of calculating amount of registration fee
which, calculated pursuant to Rule 457(h)(1) and (2), is based on the
average of the high and low prices for shares of common stock of
Brown-Forman Corporation on the New York Stock Exchange consolidated
tape on July 16, 1996.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
- ------------------------
Item 2. Registrant Information and Employee Plan Annual Information
- -------------------------------------------------------------------
In accordance with the requirements of Rule 428(b)(1), the information
specified in Items 1 and 2 of Form S-8 will be contained in a document sent
or given to plan participants. This information is not filed as part of
this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- -----------------------------------------------
The following documents are hereby incorporated by reference, except as
superseded or modified herein:
(a) Annual Report of Brown-Forman Corporation on Form 10-K for the
year ended April 30, 1996, filed on July 3, 1996.
(b) Brown-Forman Omnibus Compensation Plan, incorporated by reference
to the Appendix of the registrant's definitive proxy statement
for the Annual Meeting of Stockholders held on July 27, 1995,
filed July 3, 1995.
All documents filed by Brown-Forman Corporation ("Brown-Forman"
or the "Company") with the Securities and Exchange Commission pursuant to
Sections 13(a), 13(d), 14 or 15(d) of the Securities Exchange Act of 1934
after the effective date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this Registration
Statement and shall be deemed to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities
- ---------------------------------
The securities to be issued are employee stock options granted in
accordance with the Brown-Forman Corporation Omnibus Compensation Plan
(the "Omnibus Plan"). Upon vesting and in accordance with the provisions
of the Omnibus Plan, each option entitles the grantee to purchase one share
of the Company's Class A Common Stock. The Company's common stock is
registered pursuant to section 12 of the Securities Exchange Act of 1934
and is traded on the New York Stock Exchange. The options, except for
transfers by the laws of descent and distribution, are non-transferable.
Item 5. Interests of Named Experts and Counsel
- ----------------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
- -------------------------------------------------
The Company's Amended and Restated Certificate of Incorporation, in
accordance with the laws of the State of Delaware, limits the personal
liability of directors and officers of the Company.
Officers and directors of the Company are covered by insurance policies
purchased by the Company under which they are insured (subject to exceptions
and limitations specified in the policies) against expenses and liabilities
arising out of actions, suits or proceedings to which they are parties by
reason of being or having been such directors or officers.
Item 7. Exemption from Registration Claimed
- -------------------------------------------
Not applicable.
Item 8. Exhibits
- ----------------
Exhibit
Number Description of Documents
- ------- ------------------------
5 Opinion of Counsel, Ogden Newell & Welch
23(a) Consent of Coopers & Lybrand, LLP, independent auditors of
registrant
23(b) Consent of Ogden Newell & Welch, counsel to registrant (included
in Exhibit 5)
24(a) Power of attorney authorizing Steven B. Ratoff, Michael B.
Crutcher, and Garrison R. Cox to sign the Registration Statement
in any and all capacities on behalf of Owsley Brown II, Barry D.
Bramley, Geo. Garvin Brown III, Donald G. Calder, Owsley Brown
Frazier, Richard P. Mayer, Stephen E. O'Neil, William M. Street,
and James S. Welch
24(b) Certified resolution of registrant's Board of Directors authorizing
the execution of powers of attorney
The following items were filed previously:
Exhibit
Number Description of Documents
- ------- ------------------------
3(a) Restated Certificate of Incorporation of the registrant,
incorporated by reference to its 10-K filed on July 19, 1994
3(b) Certificate of Amendment to Restated Certificate of Incorporation
of registrant, incorporated by reference to its 10-K filed on
July 19, 1994
3(c) Certificate of Ownership and Merger of Brown-Forman Corporation
into Brown-Forman, Inc., incorporated by reference to its 10-K
filed on July 19, 1994
3(d) Certificate of Amendment to Restated and Amended Certificate of
Incorporation of Brown-Forman Corporation, incorporated by
reference to registrant's 10-K filed on July 19, 1994
3(e) Registrant's by-laws, as amended on May 25, 1988, incorporated by
reference to its 10-K filed on July 26, 1993
4(a) Credit Agreement dated as of November 30, 1994, among the
registrant and a group of banks, incorporated by reference to
registrant's 10-K filed on July 17, 1995
4(b) Form of Indenture dated as of March 1, 1994, between the
registrant and The First National Bank of Chicago, as Trustee,
incorporated by reference to registrant's Form S-3 (Registration
No. 33-52551) filed on March 8, 1994
4(c) Amendment No. 1 dated as of February 23, 1996, to the Credit
Agreement referenced above as 4(a), incorporated by reference to
registrant's 10-K filed July 3, 1996
4(d) Brown-Forman Omnibus Compensation Plan, incorporated by reference
to the Appendix of the registrant's definitive proxy statement
for the Annual Meeting of Stockholders held on July 27, 1995,
filed July 3, 1995
Item 9. Undertakings
- --------------------
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment 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 (i)
and (ii) do not apply if the Registration Statement is on Form S-3 or
Form S-8 and the information required to be included in a post-effective
amendment by (i) or (ii) is contained in periodic reports filed by the
Company 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 therein, 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 a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering; and
(4) that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual reports
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.
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 foregoing provisions, 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
Act and is, therefore, unenforceable. If a director, officer or
controlling person of the Company asserts 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) 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 the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant, Brown-Forman 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 the
City of Louisville, and Commonwealth of Kentucky.
Dated: July 17, 1996
BROWN-FORMAN CORPORATION
By:Owsley Brown II
---------------
Owsley Brown II
Chairman and Chief Executive Officer
Director
By: /s/ Garrison R. Cox
--------------------
Garrison R. Cox
Attorney-in-fact for
Owsley Brown II
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons
in the capacities and on the date indicated.
Signature Title
--------- -----
/s/ Steven B. Ratoff Steven B. Ratoff
- -------------------- Executive Vice President (Principal
Financial Officer)
/s/ Thomas P. Burnet Thomas P. Burnet
- -------------------- (Principal Accounting Officer)
Senior Vice President and Chief
Financial Officer
Brown-Forman Beverages Worldwide
Barry D. Bramley* Barry D. Bramley
- ----------------- Director
G. Garvin Brown III* Geo. Garvin Brown III
- -------------------- Director
Donald G. Calder* Donald G. Calder
- ----------------- Director
Owsley Brown Frazier* Owsley Brown Frazier
- --------------------- Director
Richard P. Mayer* Richard P. Mayer
- ----------------- Director
Stephen E. O'Neil* Stephen E. O'Neil
- ------------------ Director
William M. Street* William M. Street
- ------------------ Director
James S. Welch* James S. Welch
- --------------- Director
* By: /s/ Garrison R. Cox
- -------------------------
Garrison R. Cox, Attorney-in-fact
EXHIBIT INDEX
-------------
Exhibit
Number Description Page
- ------- ----------- ----
5 Opinion of Counsel, Ogden Newell & Welch 11
23(a) Consent of Coopers & Lybrand, L.L.P., independent
auditors of registrant 13
23(b) Consent of Ogden Newell & Welch, counsel to
registrant (included in Exhibit 5) 11
24(a) Power of attorney authorizing Steven B.
Ratoff, Michael B. Crutcher, and Garrison R.
Cox to sign the Registration Statement in any
and all capacities on behalf of Owsley Brown II,
Barry D. Bramley, Geo. Garvin Brown III,
Donald G. Calder, Owsley Brown Frazier,
Richard P. Mayer, Stephen E. O'Neil,
William M. Street, and James S. Welch 14
24(b) Certified resolution of registrant's Board
of Directors authorizing the execution of
powers of attorney 16
EXHIBIT 5
[Letterhead of Ogden Newell & Welch]
July 17, 1996
Brown-Forman Corporation
850 Dixie Highway
Louisville, Kentucky 40210
Re: Brown-Forman Corporation Omnibus Compensation Plan
Award of Stock Options
Registration Statement on Form S-8
Dear Sirs:
We are acting as counsel for Brown-Forman Corporation, a Delaware
corporation (the "Company") in connection with its registration under the
Securities Act of 1933, as amended, of stock option ("Options") which are
proposed to be granted pursuant to the Company's Omnibus Compensation Plan
(the "Plan"), and pursuant to the Company's Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") with respect to the Options.
In rendering this opinion, we have examined instruments, documents, and
records which we deemed relevant and necessary for the basis of our opinion
hereinafter expressed. In such examination, we have assumed the following:
(a) the authenticity of original documents and the genuineness of all
signatures; (b) the conformity to the originals of all documents submitted to
us as copies; and (c) the truth, accuracy and completeness of the
information, representations and warranties contained in the documents.
It is our opinion that:
(a) the Options issued pursuant to the Plan will be legally and
validly issued, fully paid and non-assessible; and
(b) the shares to be received upon the proper exercise of the
Options ("Option Shares") pursuant to the Plan will have been duly
authorized and, subject to the effectiveness of the Registration
Statement and
compliance with applicable state securities laws, will be legally and
validly issued, fully paid and non-assessible.
Insofar as this opinion relates to securities to be issued in the
future, we have assumed that all applicable laws, rules and regulations in
effect at the time of such issuance shall be the same as such laws, rules
and regulations are in effect as of the date hereof.
It should be noted that nothing in this opinion is intended to apply to
any disposition of the Options or the Option Shares which any participant in
the Plan may propose to make.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or
otherwise relied upon for any other purpose, except as expressly provided in
the preceding paragraph, without our express written consent, and no party
other than you is entitled to rely upon it. This opinion is rendered to you
as of the date hereof, and we undertake no obligation to advise you of any
change, whether legal or factual.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and as an exhibit to any filing made by the Company
under the Securities or "Blue Sky" laws of any state or jurisdiction.
Very truly yours,
/s/ Ogden Newell & Welch
OGDEN NEWELL & WELCH
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
of Brown-Forman Corporation on Form S-8 of our report which includes an
explanatory paragraph for the Company's adoption of changes in methods of
accounting for postretirement benefits other than pensions, postemployment
benefits, and contributions, dated May 28, 1996, on our audits of the
consolidated financial statements and financial statement schedule of
Brown-Forman Corporation as of April 30, 1996, 1995, and 1994, and for the
years ended April 30, 1996, 1995, and 1994, which report is included in the
Company's Annual report on Form 10-K dated July 3, 1996.
/s/ COOPERS & LYBRAND L.L.P.
Louisville, Kentucky
July 3, 1996
EXHIBIT 24(a)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of the 11th day of July, 1996, the
undersigned each constitutes and appoints Steven B. Ratoff, Michael B.
Crutcher, and Garrison R. Cox, and each of them, his true and lawful
attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her in his or her name, place and stead, in any
and all capacities:
(a) to sign and file with the Securities and Exchange Commission one or
more Registration Statements on Form S-8 relating to the Brown-Forman
Omnibus Compensation Plan, and any and all related amendments, exhibits,
or appendices (including post-effective amendments); and
(b) to prepare, execute, and file with the appropriate securities
commissions in states or other jurisdictions any forms or filings
(including any amendments or exhibits) necessary or useful in complying
with state or foreign securities laws in the issuance of shares under
the Omnibus Compensation Plan,
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
or necessary to be done in and about the premises, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his or her substitute(s), may lawfully do or cause to be done by
virtue of this power of attorney.
BROWN-FORMAN CORPORATION
By: /s/ Owsley Brown II
Owsley Brown II
Chairman & Chief Executive Officer
/s/ Barry D. Bramley /s/ Geo. Garvin Brown III
Barry D. Bramley Geo. Garvin Brown III
Director Director
/s/ Owsley Brown II /s/ Donald G. Calder
Owsley Brown II Donald G. Calder
Director Director
/s/ Owsley Brown Frazier /s/ Richard P. Mayer
Owsley Brown Frazier Richard P. Mayer
Director Director
/s/ Stephen E. O'Neil /s/ William M. Street
Stephen E. O'Neil William M. Street
Director Director
/s/ James S. Welch
James S. Welch
Director
EXHIBIT 24(b)
RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF
BROWN-FORMAN CORPORATION EFFECTIVE AS OF JULY 11, 1996
WHEREAS, the Securities Act of 1933 requires the filing of a registration
statement (the "Registration Statement") on Form S-8 by the Company relating
to the Brown-Forman Omnibus Compensation Plan (the "Plan");
NOW, THEREFORE, BE IT RESOLVED, that the appropriate officers of the Company,
with the assistance of its accountants and counsel, are hereby authorized to
prepare, execute, and file with the Securities and Exchange Commission on
behalf of the Company the Registration Statement;
BE IT FURTHER RESOLVED, that Michael B. Crutcher, Senior Vice President,
General Counsel, and Secretary of the Company, be and hereby is appointed and
designated as a person duly authorized to receive communications and notices
from the Securities and Exchange Commission with respect to any documents
relating to the Registration Statement; and
BE IT FURTHER RESOLVED, that the Company and each director and officer who
may be required to execute any filings or documents relating to the
Registration Statement and any amendments thereof or appendices thereto be,
and hereby is, authorized to execute a power of attorney appointing
Steven B. Ratoff, Michael B. Crutcher, and Garrison R. Cox, and each of them,
his true and lawful attorneys and agents:
(a) to execute in his name, and on behalf of the Plan, any and all
documents relating to the Plan, and to file the same with the
Securities and Exchange Commission; and
(b) to execute in his name, and on behalf of the Plan, any and all
documents relating to the Plan, and to file the same with any state
or foreign securities commission.
I, Garrison R. Cox, being duly elected and acting Assistant Vice President
and Assistant Secretary of Brown-Forman Corporation, do hereby certify that
the above is a true and correct copy of a resolution adopted by unanimous
written consent of the Board of Directors of said corporation, pursuant to
Section 141(f) of the Delaware Corporation Code and that said resolution is
still in full force and effect.
In testimony whereof, witness my hand this 17th day of July, 1996.
/s/ Garrison R. Cox
Garrison R. Cox
Assistant Vice President
and Assistant Secretary
Brown-Forman Corporation