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 Corporation Non-Employee Director
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
1700 Citizens Plaza
500 West Jefferson Street
Louisville, Kentucky 40202-2874
(502) 582-1601
(Names, addresses and telephone numbers of agents for service)
Item 4. Description of Securities
- ---------------------------------
The securities to be issued are stock options granted in accordance with the
Brown-Forman Non-Employee Director 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 Class A and Class B 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 8. Exhibits
- ----------------
Exhibit
Number Description of Documents
- ------ ------------------------
99 Brown-Forman Non-Employee Director Compensation
Plan (as amended)
2
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, Commonwealth of Kentucky.
Dated: July 16, 1998
BROWN-FORMAN CORPORATION
By: /s/ OWSLEY BROWN II
-----------------------
Owsley Brown II
Chairman and Chief Executive Officer
Director
By: /s/ MICHAEL B. CRUTCHER
-----------------------
Michael B. Crutcher
Attorney-in-fact for Owsley Brown II
(original power of attorney filed with Registration
Statement on Form S-8, File No. 333-38649)
3
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post Effective Amendment No. 1 Registration Statement has been signed below by
the following persons in the capacities and on the date indicated.
/s/ STEVEN B. RATOFF
-------------------------
Steven B. Ratoff
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ LAWRENCE K. PROBUS
-------------------------
Lawrence K. Probus
Vice President and Controller
(Principal Accounting Officer)
/s/ BARRY D. BRAMLEY*
-------------------------
Barry D. Bramley
Director
/s/ GEO. GARVIN BROWN III*
-------------------------
Geo. Garvin Brown III
Director
/s/ DONALD G. CALDER*
-------------------------
Donald G. Calder
Director
/s/ OWSLEY BROWN FRAZIER*
-------------------------
Owsley Brown Frazier
Director
/s/ RICHARD P. MAYER*
-------------------------
Richard P. Mayer
Director
/s/ STEPHEN E. O'NEIL*
-------------------------
Stephen E. O'Neil
Director
/s/ WILLIAM M. STREET*
-------------------------
William M. Street
Director
/s/ JAMES S. WELCH*
-------------------------
James S. Welch
Director
* By: /s/ MICHAEL B. CRUTCHER
-----------------------
Michael B. Crutcher,
Attorney-in-fact for each
(original power of attorney
filed with Registration Statement
on Form S-8, File No. 333-38649)
4
EXHIBIT INDEX
-------------
Exhibit
Number Description Page
- ------- ----------- ----
99 Brown-Forman Non-Employee Director
Compensation Plan (as amended) 6
5