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REGISTRATION NO.__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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)
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Brown-Forman Corporation Savings Plan
Brown-Forman Corporation Savings Plan for Collectively Bargained Employees
Fetzer Vineyards Profit Sharing Plan
Hartmann Employee Savings and Investment Plan
Lenox Savings Plan for Collectively Bargained Employees
Lenox, Incorporated Employee Savings and Investment Plan
Lenox Retail Savings and Investment Plan
(Full title of the Plans)
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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)
Exhibit Index appears on Page 11.
Approximate date of commencement of proposed sale to public:
From time to time following the effectiveness of the Registration Statement.
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CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of Securities To Title Of Plan Amount Proposed Proposed Amount Of
Be Registered (1) To Be Maximum Maximum Registration
Registered Offering Aggregate Fee
(1) (2) Price Offering
Per Share (3) Price Fee
====================================================================================================================
Class B Common Brown-Forman 1,100,000 $63.84 $70,224,000 $19,522.27
Stock (non voting) Corporation Savings
par value $0.15 Plan
per share
Class B Common Brown-Forman 50,000 $63.84 $ 3,192,000 $ 887.38
Stock (non voting) Corporation Savings
par value $0.15 Plan for Collectively
per share Bargained Employees
Class B Common Fetzer Vineyards 100,000 $63.84 $ 6,384,000 $ 1,774.75
Stock (non voting) Profit Sharing Plan
par value $0.15
per share
Class B Common Hartmann Employee 100,000 $63.84 $ 6,384,000 $ 1,774.75
Stock (non voting) Savings & Investment
par value $0.15 Plan
per share
Class B Common Lenox Savings Plan 50,000 $63.84 $ 3,192,000 $ 887.38
Stock (non voting) For Collectively
par value $0.15 Bargained Employees
per share
Class B Common Lenox, Incorporated 500,000 $63.84 $31,920,000 $ 8,873.76
Stock (non voting) Employee Savings &
par value $0.15 Investment Plan
per share
Class B Common Lenox Retail Savings 100,000 $63.84 $ 6,384,000 $ 1,774.75
Stock (non voting) and Investment Plan
par value $0.15
per share
====================================================================================================================
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(1) In addition, pursuant to Rule 416(c) of the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plans described herein.
(2) Pursuant to Rule 416(a) of the Securities Act, includes an indeterminate
number of additional shares that may be offered and issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.
(3) Estimated solely for purpose of calculating amount of registration fee
which, calculated pursuant to Rule 457(h)(1) and (2) of the Securities Act,
is based on the average of the high and low prices for shares of Class B
Common Stock of Brown-Forman Corporation on the New York Stock Exchange
consolidated tape on March 15, 1999.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
*As allowed by Rule 428(b)(1) under the Securities Act and the Note to Part l of
Form S-8, 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
Brown-Forman Corporation (the "Registrant") and each of the Plans, by this
reference hereby incorporate into this Registration Statement the following
documents filed by the Registrant:
(a) Annual Report of the Registrant on Form 10-K for the year ended April 30,
1998, filed on July 17, 1998;
(b) Quarterly Report of the Registrant on Form 10-Q for the fiscal quarter
ended July 31, 1998, filed on September 3, 1998;
(c) Quarterly Report of the Registrant on Form 10-Q for the fiscal quarter
ended October 31, 1998, filed on December 10, 1998;
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(d) Quarterly Report of the Registrant on Form 10-Q for the fiscal quarter
ended January 31, 1999, filed on March 5, 1999;
(e) The description of the Registrant's Class B Common Stock, $0.15 par value
per share, contained in the Registrant's Registration Statement on
Form 8-A, filed on April 11, 1991, including any amendment or report filed
for the purpose of updating such description.
In addition, all documents filed by the Registrant or the Plans 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.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein, or
in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement contained in this Registration Statement shall be deemed to be
modified or superseded to the extent that a statement contained in a
subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
One of the directors of the Registrant, James S. Welch, is of counsel to and a
former partner in Ogden Newell & Welch, the Louisville, Kentucky law firm
providing the legal opinion upon the validity of the securities being registered
pursuant to this Registration Statement. Mr. Welch has sole or shared voting and
investment power over 6,600 shares of the Class A Common Stock of the
Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Restated Certificate of Incorporation limits directors'
liability for monetary damages to the extent permitted by the Delaware General
Corporation Law, and reads as follows:
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A director shall not be personally liable to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except that he
may be liable (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit.
The provision affects only claims against directors for acts they perform as
directors; it does not apply to acts they perform as officers of the Registrant
or in other capacities.
In addition, the Board of Directors has adopted a resolution which provides that
the Registrant shall indemnify any person who was, is, or is threatened to be
made a party to an action, suit, or proceeding, whether civil, criminal,
administrative, or investigative by reason of the fact that he is a director,
officer, employee, or agent of the Registrant, or is or was serving at the
Registrant's request as a director, officer, employee, or agent of another
entity. Indemnification of a person under this resolution is against expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the Registrant's best interests (with respect to a
criminal proceeding, the person must have had no reasonable cause to believe his
conduct was unlawful). In any proceeding by or in the right of the Registrant,
no indemnification may be made if the person is found to be liable for
negligence or misconduct in the performance of his duty, and only to the extent
of the Court of Chancery or such other court deems proper.
An insurance policy insures the Registrant's directors and officers against
certain liabilities, including certain liabilities arising under the Act, which
might be incurred by them in such capacities and against which they cannot be
indemnified by the Registrant.
Insofar as indemnification for liabilities under the Act may be permitted to
directors, officers, and controlling persons of the Registrant pursuant to the
foregoing provisions or otherwise, the Registrant 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.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer, or controlling person of such Registrant in the successful defense of
any action, suit, or proceeding) is asserted against the Registrant by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant 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 Act and will be governed by the final adjudication of
such issue.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
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4(a) Brown-Forman Corporation Savings Plan
4(b) Brown-Forman Corporation Savings Plan for Collectively Bargained
Employees
4(c) Fetzer Vineyards Profit Sharing Plan
4(d) Hartmann Employee Savings and Investment Plan
4(e) Lenox Savings Plan for Collectively Bargained Employees
4(f) Lenox, Incorporated Employee Savings and Investment Plan
4(g) Lenox Retail Savings and Investment Plan
5 Opinion of Counsel, Ogden Newell & Welch, counsel to Registrant
23(a) Consent of PricewaterhouseCoopers LLP, independent
accountants 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
or Nelea A. Absher to sign the Registration Statement in any and
all capacities on behalf of Jerry E. Abramson, Barry D. Bramley,
George Garvin Brown III, Owsley Brown II, Donald G. Calder, Owsley
Brown Frazier, Richard P. Mayer, Stephen E. O'Neil, William M.
Street, Dace Brown Stubbs 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:
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EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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4(h) Restated Certificate of Incorporation of the Registrant,
incorporated by reference to Exhibit 3(i)(b) of Registrant's 10-Q,
filed on December 10, 1998
4(i) Certificate of Ownership and Merger of Brown-Forman Corporation into
Brown-Forman, Inc., incorporated by reference to Registrant's 10-K,
filed on July 19, 1994
4(j) Registrant's by-laws, as amended and restated on May 25, 1988,
incorporated by reference to Registrant's 10-K, filed on July 26,
1993, as further amended and currently in effect, incorporated by
reference to Registrant's Current Report on Form 8-K, filed June 3, 1998
4(k) 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
The Registrant has submitted or will submit the Brown-Forman Corporation Savings
Plan, the Brown-Forman Corporation Savings Plan for Collectively Bargained
Employees, the Fetzer Vineyards Profit Sharing Plan, the Hartmann Employee
Savings and Investment Plan, the Lenox Savings Plan for Collectively Bargained
Employees, the Lenox, Incorporated Employee Savings and Investment Plan, and the
Lenox Retail Savings and Investment Plan and any amendments thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the plans, as amended.
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
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in periodic reports filed by the Registrant 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 Registrant'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
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. If a director, officer or controlling
person of the Registrant asserts a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) in connection with the
securities being registered, the Registrant 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, 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, Commonwealth
of Kentucky, on March 17, 1999.
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BROWN-FORMAN CORPORATION
*By: /s/ Owsley Brown II
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Owsley Brown II
Chairman and Chief Executive Officer
Director
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature Title
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/s/ Steven B. Ratoff Executive Vice President and Chief
- ---------------------------------- Financial Officer (Principal Financial
Steven B. Ratoff Officer and Principal Accounting
Officer)
*Jerry E. Abramson Director
*Barry D. Bramley Director
*George Garvin Brown III Director
*Owsley Brown, II Director
*Donald G. Calder Director
*Owsley Brown Frazier Director
*Richard P. Mayer Director
*Stephen E. O'Neil Director
*William M. Street Director
*Dace Brown Stubbs Director
*James S. Welch Director
*By: /s/ Nelea A. Absher
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Nelea A. Absher
Assistant Vice President and Assistant Secretary
Attorney-In-Fact For Each
March 17, 1999
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THE PLANS. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, in the City of Louisville, Commonwealth of Kentucky, on March 17,
1999.
BROWN-FORMAN CORPORATION SAVINGS PLAN
BROWN-FORMAN CORPORATION SAVINGS PLAN FOR COLLECTIVELY BARGAINED
EMPLOYEES
FETZER VINEYARDS PROFIT SHARING PLAN
HARTMANN EMPLOYEE SAVINGS AND INVESTMENT PLAN
LENOX SAVINGS PLAN FOR COLLECTIVELY BARGAINED EMPLOYEES
LENOX, INCORPORATED EMPLOYEE SAVINGS AND INVESTMENT PLAN
LENOX RETAIL SAVINGS AND INVESTMENT PLAN
By: /s/ Milton B. Gillis
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Milton B. Gillis, Vice President and Member of
Brown-Forman Corporation Employee Benefits Committee,
Plan Administrator for the Plans
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4(a) Brown-Forman Corporation Savings Plan*
4(b) Brown-Forman Corporation Savings Plan for Collectively
Bargained Employees*
4(c) Fetzer Vineyards Profit Sharing Plan*
4(d) Hartmann Employee Savings and Investment Plan*
4(e) Lenox Savings Plan for Collectively Bargained Employees*
4(f) Lenox, Incorporated Employees Savings and Investment Plan*
4(g) Lenox Retail Savings and Investment Plan*
5 Opinion of Counsel, Ogden Newell & Welch*
23(a) Consent of PricewaterhouseCoopers LLP, independent
accountants of Registrant*
23(b) Consent of Ogden Newell & Welch, counsel to Registrant
(included in Exhibit 5)*
24(a) Power of attorney authorizing Nelea A. Absher, Steven B. Ratoff
or Michael B. Crutcher to sign the Registration Statement in any
and all capacities on behalf of Jerry E. Abramson, Barry D.
Bramley, Geo. Garvin Brown III, Owsley Brown II, Donald G.
Calder, Owsley Brown Frazier, Richard P. Mayer, Stephen E.
O'Neil, William M. Street, Dace Brown Stubbs and James S. Welch*
24(b) Certified resolution of Registrant's Board of Directors
authorizing the execution of powers of attorney*
*Filed electronically herewith.
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