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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
EXHIBIT NO. 4.4
CERTIFICATE OF ADJUSTMENT TO THE RIGHTS AGENT CONCERNING
BRIGGS & STRATTON CORPORATION SHAREHOLDER RIGHTS PLAN.
(SECOND ADJUSTMENT)
Prior to Briggs & Stratton Corporation's (the "Company") February 27,
1995 distribution to the Company's shareholders of record on February 16, 1995
of all of the outstanding shares of the Company's subsidiary, STRATTEC SECURITY
CORPORATION ("STRATTEC"), each Right issued with respect to each outstanding
share of Common Stock of the Company ("Common Share"), as adjusted in
connection with the Company's 1994 Two-For-One Stock Split, evidenced the right
to purchase one-half (1/2) of one (1) Common Share at a Purchase Price of
Forty-Two Dollars and Fifty Cents ($42.50) per full share under the terms
outlined in the Rights Agreement, dated as of December 20, 1989, between the
Company and First Wisconsin Trust Company (now known as Firstar Trust Company),
as Rights Agent.
As a result of the distribution of STRATTEC and by operation of
Sections 11(c) and (h) of the Rights Agreement, each Right attached to each
Common Share now evidences the right to purchase .5409 of one (1) Common Share
at the adjusted Purchase Price of Thirty-Nine Dollars and Twenty-Nine Cents
($39.29) per full Common Share. For purposes of calculating these adjustments
required by Sections 11(c) and (h) of the Rights Agreement, the Company's Board
of Directors determined the fair market value of the STRATTEC distribution to
be Two Dollars and Sixty-Two and One-Half Cents ($2.625) per full Common Share.
The fair market value was determined by utilizing the New York Stock Exchange,
Inc. adjustment to the Company's Common Share price as a result of the
distribution of STRATTEC.
These adjustments to the Purchase Price and to the number of Common
Shares covered by each Right are necessary to maintain the economic equivalency
of the Rights after the distribution of STRATTEC. A copy of the calculation of
the adjustments is attached hereto.
/s/ R.H. Eldridge
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Robert H. Eldridge, Secretary
Briggs & Stratton Corporation
April 28, 1995
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Date
(CORPORATE SEAL)
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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
EXHIBIT 4.4
(ATTACHMENT)
DETAILED CALCULATION FOR RIGHTS PLAN ADJUSTMENT AS A RESULT
OF THE DISTRIBUTION OF STRATTEC SECURITY CORPORATION
I. Purchase Price Adjustment (Per Section 11(c) of the Rights Agreement)
Adjusted Purchase Price =
Current Per Share Market Price* less the Fair Market Value
of the STRATTEC Distribution
Purchase Price x ----------------------------------------------------------
Current Per Share Market Price*
34.729 - 2.625
Adjusted Purchase Price = 42.50 x --------------
34.729
Adjusted Purchase Price = $39.29
II. Exercise Ratio Adjustment (Per Section 11(h) of the Rights Agreement)
Purchase Price
Adjusted Exercise Ratio = Exercise Ratio x -----------------------
Adjusted Purchase Price
42.50
Adjusted Exercise Ratio = .5 x -----
39.29
Adjusted Exercise Ratio = .5409
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*As defined in Section 11(d) of the Rights Agreement, the Current Per
Share Market Price is the average of the daily closing prices per share of the
Common Shares on the NYSE Consolidated Tape for the 30 consecutive Trading Days
(as defined in the Rights Agreement) prior to February 16, 1995 (the Record
Date for the STRATTEC Distribution).