-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, LUoaTrWOxRHZv1gjJW9lQ1sFmQTkzCYdPmPsdXOxD+ViEFn54WMBriJRyZfZAw9q l1b/Q9DbOR4jZtUHfREszw== 0000929897-94-000011.txt : 19941004 0000929897-94-000011.hdr.sgml : 19941004 ACCESSION NUMBER: 0000929897-94-000011 CONFORMED SUBMISSION TYPE: DEFC14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941003 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRIGGS & STRATTON CORP CENTRAL INDEX KEY: 0000014195 STANDARD INDUSTRIAL CLASSIFICATION: 3510 IRS NUMBER: 390182330 STATE OF INCORPORATION: WI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEFC14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01370 FILM NUMBER: 94551326 BUSINESS ADDRESS: STREET 1: 12301 W WIRTH ST CITY: WAUWATOSA STATE: WI ZIP: 53222 BUSINESS PHONE: 4142595333 MAIL ADDRESS: STREET 1: P.O. BOX 702 CITY: MILWAUKEE STATE: WI ZIP: 53201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WISCONSIN COALITION FOR RESPONSIBLE INVESTMENT CENTRAL INDEX KEY: 0000929897 STANDARD INDUSTRIAL CLASSIFICATION: STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: DEFC14A BUSINESS ADDRESS: STREET 1: C/O DAVIS COWELL & BOWE STREET 2: 100 VAN NESS AVE 20TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94102 BUSINESS PHONE: 4156261880 MAIL ADDRESS: STREET 1: 1015 N 9TH ST CITY: MILWAUKEE STATE: WI ZIP: 53233 DEFC14A 1 SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party Other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 Name of Registrant as Specified in Its Charter: Briggs & Stratton Name of Person(s) Filing Proxy Statement: Wisconsin Coalition For Responsible Investment Payment of Filing Fee (check the appropriate box) [X] $125 per Exchange Act Fules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: ______________________________________________________ 2) Aggregate number of securities to which transaction applies: ______________________________________________________ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (1) ______________________________________________________ 4) Proposed maximum aggregate value of transaction: ______________________________________________________ (1) Set forth the amount on which the filing fee is calculated and state how it was determined. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount previously paid: _____________________ 2) Form, Schedule or Registration Statement No.: _____________________ 3) Filing Party: ____________________ Date Filed: _____________ WISCONSIN COALITION FOR RESPONSIBLE INVESTMENT 1015 North 9th Street Milwaukee, Wisconsin 53233 NEWS RELEASE For Immediate Release: For More Information Contact: September 30, 1994 Richard G. McCracken (415) 626-1880 BRIGGS & STRATTON ELECTION OF DIRECTORS FEDERAL JUDGE ORDERS COMPANY TO TELL SHAREHOLDERS THEY HAVE A CHOICE IN THE ELECTION OF DIRECTORS Milwaukee--On September 30, Senior United States District Judge Myron Gordon (Eastern District of Wisconsin) ordered Briggs & Stratton Corporation to send a supplemental proxy statement to its shareholders informing them that William P. Dixon is a candidate for director. Mr. Dixon is running for the board in opposition to management's nominees. The Company did not disclose Dixon's candidacy in its original proxy statement, which was issued September 8. Only management's candidates were listed. Joseph Chambers, an employee-shareholder who nominated Dixon, sued Briggs to force it to tell shareholders about Dixon's candidacy. In addition to ordering Briggs to tell shareholders they have the choice of voting for Mr. Dixon, Judge Gordon also ordered that no proxies obtained by the Company and dated before October 1, 1994 may be counted. The court also ordered that the supplemental proxy statement must include background information about Dixon, including the fact that he is a partner in the Madison office of the Davis, Miner, Barnhill & Galland law firm, a former Wisconsin Banking Commissioner, former Chief of Staff to Senator Gary Hart, and a former alternate U.S. delegate to the World Bank. "I believe shareholders have a right to know about all the candidates for the board of directors, not just the ones hand- picked by management," said Joe Chambers, the Briggs shareholder who brought the lawsuit. Dixon also expressed satisfaction with the ruling. "This is a tremendous victory for the rights of Briggs' shareholders. It's unfortunate a shareholder had to sue the company to force management to comply with the law, but now we can be certain that all shareholders will have an opportunity to vote for an independent candidate," Dixon stated. "If I am elected, I will insist that Briggs & Stratton live up to its responsibilities--to its shareholders, to its workers, and to the community." Judge Gordon's order is believed to be the first time any court has ordered a company to include the name of an opposition candidate for director in its own proxy statement. Briggs claimed that widespread corporate practice is to include only management's nominees in the company's proxy statement, and to make opposition candidates pay for their own proxy solicitations. Chambers asserted, on the other hand, that Section 14(a) of the Securities Exchange Act of 1934 requires the company to disclose in its proxy statement anything that is material, and that nothing is more material to shareholders than the fact they have a choice in the election of directors. "This case presents a fundamental question of shareholder democracy," said Richard G. McCracken of the San Francisco law firm of Davis, Cowell & Bowe, counsel for Joseph Chambers. "The most important exercise of the shareholders' right to vote is the election of directors. Why should management's candidate be able to campaign at the expense of shareholders, who are the ones who pay for the company's proxy statement, while opposition candidates must pay their own way?" "It may be that what Briggs did is a common practice among U.S. corporations, but the fact that it happens a lot does not make it right," said McCracken. "In fact, this may be the beginning of a long-overdue reform of the way corporate directors are elected." -----END PRIVACY-ENHANCED MESSAGE-----