SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ POST EFFECTIVE AMENDMENT NO. 1 TO 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) Item 4. Description of Securities - --------------------------------- The securities to be issued are employee stock options granted in accordance with the Brown-Forman Omnibus Compensation Plan (the "Omnibus Plan"). Upon vesting and in accordance with the provisions of the Omnibus Plan and the terms of the grant made to each grantee, each option entitles the grantee to purchase one share of the Company's Class A or Class B Common Stock, as the case may be. 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. 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 Post Effective Amendment No. 1 to the 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 24, 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 (original power of attorney filed with Form S-8) Pursuant to the requirements of the Securities Act of 1933, as amended, this Post Effective Amendment No. 1 to the 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 (original powers of attorney filed with Form S-8)