DRAFT OF 3/13/02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 15, 2002
(Date of earliest event reported: March 13, 2002)
BRUNSWICK CORPORATION
(Exact name of Registrant as Specified in Its Charter)
Delaware 001-01043 36-0848180
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation of Organization) Identification Number)
1 N. Field Court, Lake Forest, Illinois 60045-4811
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847) 735-4700
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On March 13, 2002, Brunswick Corporation (the "Company"), a Delaware
corporation, terminated the engagement of Arthur Andersen LLP as its independent
auditor. The decision to terminate the engagement of Arthur Andersen was
recommended by the Company's Audit and Finance Committee and approved by its
Board of Directors.
Arthur Andersen's report on the financial statements of the Company for
each of the years ended December 31, 2000, and December 31, 2001, did not
contain an adverse opinion or a disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles.
During the years ended December 31, 2000, and December 31, 2001, and
the interim period between December 31, 2001, and March 13, 2002, there were no
disagreements between the Company and Arthur Andersen on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Arthur Andersen, would have caused it to make reference to the subject matter of
the disagreements in connection with its report. During the years ended December
31, 2000, and December 31, 2001, and the interim period between December 31,
2001, and March 13, 2002, there were no reportable events (as defined in Item
304(a)(1)(v) of Regulation S-K promulgated by the Securities and Exchange
Commission). A letter from Arthur Andersen is attached as Exhibit 16.1 to this
Report.
The Company has engaged Ernst & Young LLP as its new independent
auditor, effective March 14, 2002. During the years ended December 31, 2000, and
December 31, 2001, and the interim period between December 31, 2001, and March
13, 2002, the Company did not consult with Ernst & Young regarding (i) the
application of accounting principles to a specified transaction, either
completed or proposed, (ii) the type of audit opinion that might be rendered on
the Company's financial statements or (iii) any matter that was either the
subject of a disagreement (as described above) or a reportable event.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit
Number Description of Exhibit
- ------ ----------------------
16.1 Letter of Arthur Andersen LLP regarding change in certifying
accountant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BRUNSWICK CORPORATION
By: /s/ VICTORIA J. REICH
-----------------------------
Victoria J. Reich
Chief Financial Officer
Date: March 15, 2002
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------ ----------------------
*16.1 Letter of Arthur Andersen LLP regarding change in certifying
accountant.
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* Filed herewith.