-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BgiPUQa/6NUoE/ayCSkVNAODL6yRyBRe41MofpsPdgxg/9Q+3jo3JJKQzDzTiNR6 HCozc3JM4c/yJJM5oc1agQ== 0000902561-99-000199.txt : 19990503 0000902561-99-000199.hdr.sgml : 19990503 ACCESSION NUMBER: 0000902561-99-000199 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990430 EFFECTIVENESS DATE: 19990430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRUNSWICK CORP CENTRAL INDEX KEY: 0000014930 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 360848180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-77431 FILM NUMBER: 99606409 BUSINESS ADDRESS: STREET 1: ONE N FIELD CT STREET 2: C/O MICHAEL SCHMITZ CITY: LAKE FOREST STATE: IL ZIP: 60045-4811 BUSINESS PHONE: 8477354700 MAIL ADDRESS: STREET 1: ONE N FIELD CT CITY: LAKE FOREST STATE: IL ZIP: 60045-4811 FORMER COMPANY: FORMER CONFORMED NAME: BRUNSWICK BALKE COLLENDER CO DATE OF NAME CHANGE: 19660919 S-8 1 As filed with the Securities and Exchange Commission on April 30, 1999 File No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------------------- BRUNSWICK CORPORATION (Exact name of registrant as specified in its charter) Delaware 36-0848180 (State or Other Jurisdiction (I.R.S. Employer Identification Number) of Incorporation or Organization) 1 N. Field Ct. Lake Forest, IL 60045-4811 (Address of Principal Executive Offices) (Zip Code) 1991 STOCK PLAN (Full Title of the Plan) Mary D. Allen Vice President, General Counsel and Secretary Brunswick Corporation 1 N. Field Ct. Lake Forest, Illinois 60045-4811 (847) 735-4700 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) ---------------------------- CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered Share(1)(2) Price(2) Fee(2) - -------------------------------------------------------------------------------- Common Stock ($0.75 par value)(3) 5,000,000 shares $22.2187 $111,093,500 $30,883.99 ================================================================================ (1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 on the basis of the average of the high and low sale prices on April 23, 1999. (2) The number of shares of Common Stock to be registered may be adjusted in accordance with the provisions of the Plan in the event that, during the period that the Plan is in effect, the number of shares of Common Stock is increased or decreased or such shares are changed into or exchanged for a different number or kind of shares of stock or other securities of the Corporation through reorganization, merger or consolidation, recapitalization, stock dividend, stock split, combination of shares, or otherwise. Accordingly, this Registration Statement covers, in addition to the number of shares of Common Stock stated above, an indeterminate number of shares which by reason of any such events may be issued in accordance with the provisions of the Plan. (3) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also registers such indeterminate number of additional shares as may be issuable under the Plan in connection with share splits, share dividends or similar transactions. II-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The contents of the earlier Registration Statement on Form S-8 relating to the 1991 Stock Plan, File No. 333-04289, are incorporated herein by reference. Item 5. Interests of Named Experts and Counsel. The validity of the securities to be issued under the Plan has been passed upon for the Corporation by Mary D. Allen, Vice President, General Counsel and Secretary of the Corporation, who holds 13,134 shares of Common Stock and options to acquire an additional 70,000 shares of Common Stock. Item 8. Exhibits. See the Exhibit Index which is incorporated herein by reference. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant 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 Lake Forest, State of Illinois, on April 29, 1999. BRUNSWICK CORPORATION By: /s/ Victoria J. Reich -------------------------------- Victoria J. Reich Vice President and Controller Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on April 29, 1999. Signature Title - -------------- ----- Peter N. Larson Chairman of the Board, Chief Executive Officer (Principal Executive Officer) and Director Peter B. Hamilton Executive Vice President and Chief Financial Officer (Principal Financial Officer) Victoria J. Reich Vice President and Controller (Principal Accounting Officer) Nolan D. Archibald Director Jeffrey L. Bleustein Director Michael J. Callahan Director By: /s/ Victoria J. Reich ------------------------- Victoria J. Reich Manuel A. Fernandez Director Attorney-in-Fact Peter Harf Director Jay W. Lorsch Director Rebecca Mark Director Bettye Martin Musham Director Ken Roman Director Robert L. Ryan Director Roger W. Schipke Director II-3 EXHIBIT INDEX ------------- Exhibit No. Description of Exhibit - ----------- ---------------------- 5.1 Opinion of Mary D. Allen, Vice President, General Counsel and Secretary of the Corporation 23.1 Consent of Mary D. Allen, Vice President, General Counsel and Secretary of the Corporation (included in Exhibit 5.1). 23.2 Consent of Arthur Andersen LLP. 24.1 Powers of Attorney. II-4 EX-5.1 2 OPINION OF MARY D. ALLEN PLATT EXHIBIT 5.1 April 29, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Brunswick Corporation Registration Statement on Form S-8 ----------------------------------- Ladies and Gentlemen: As Vice President, General Counsel and Secretary of Brunswick Corporation (the "Company"), I am familiar with the corporate proceedings taken and to be taken in connection with the registration under the Securities Act of 1933, as amended, of 5,000,000 shares of Common Stock, $.75 par value per share ("Common Stock"), of the Company available for issuance under the Company's 1991 Stock Plan (the "Plan"). I have examined such documents, records and instruments and such questions of law as I consider necessary for the purpose of this opinion. Based on the foregoing, I am of the opinion that the shares of Common Stock to be issued pursuant to the Plan have been duly authorized and will, upon due issuance thereof, be validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement being filed in connection with the above-mentioned registration. Very truly yours, /s/ Mary D. Allen ----------------------- Mary D. Allen Vice President, General Counsel and Secretary EX-23.2 3 CONSENT OF ARTHUR ANDERSON LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ------------------------------------------ As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our report dated January 27, 1999 (except with respect to the matters discussed in Note 6, as to which the dates are February 10, 1999 and February 16, 1999) in Brunswick Corporation's Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP Chicago, Illinois April 29, 1999 EX-24 4 POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY The undersigned directors and officers of Brunswick Corporation, a Delaware corporation (the "Company"), hereby appoint Peter B. Hamilton, Richard S. O'Brien and Victoria J. Reich and each of them individually, the true and lawful attorney or attorneys of the undersigned, with power to act with or without the others and with full power of substitution and resubstitution, to execute in the name and on behalf of the undersigned as directors and officers of the Company, a Registration Statement under the Securities Act of 1933, as amended, for the registration of securities, and any amendments or posteffective amendments thereto, and all instruments necessary or incidental in connection therewith, and to file or cause to be filed such Registration Statement, amendments or posteffective amendments thereto, and other instruments with the Securities and Exchange Commission. Each of said attorneys shall have full power and authority to do and perform, in the name and on behalf of the undersigned, each act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned could do in person. The undersigned hereby ratify and approve the action of said attorneys and each of them. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney in one or more counterparts on the date set opposite his/her name. Capacity Signature Date - -------- --------- ---- Chairman of the Board, /s/ Peter N. Larson April 21, 1999 -------------------------- Chief Executive Officer Peter N. Larson (Principal Executive Officer) and Director Executive Vice President /s/ Peter B. Hamilton April 21, 1999 ------------------------ and Chief Financial Officer Peter B. Hamilton (Principal Financial Officer) Vice President and Controller /s/ Victoria J. Reich April 21, 1999 ------------------------- (Principal Accounting Officer) Victoria J. Reich Director /s/ Nolan D. Archibald April 21, 1999 ------------------------- Nolan D. Archibald Director /s/ Jeffrey L. Bleustein April 21, 1999 -------------------------- Jeffrey L. Bleustein Director /s/ Michael J. Callahan April 21, 1999 --------------------------- Michael J. Callahan Capacity Signature Date - -------- --------- ---- Director /s/ Manuel A. Fernandez April 21, 1999 ------------------------- Manuel A. Fernandez Director /s/ Peter Harf April 21, 1999 ------------------------- Peter Harf Director /s/ Jay W. Lorsch April 21, 1999 ------------------------- Jay W. Lorsch Director /s/ Rebecca P. Mark April 21, 1999 -------------------------- Rebecca P. Mark Director /s/ Bettye Martin Musham April 21, 1999 -------------------------- Bettye Martin Musham Director /s/ Kenneth Roman April 21, 1999 --------------------------- Kenneth Roman Director /s/ Robert L. Ryan April 21, 1999 --------------------------- Robert L. Ryan Director /s/ Roger W. Schipke April 21, 1999 --------------------------- Roger W. Schipke -----END PRIVACY-ENHANCED MESSAGE-----