-----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, dmhEhk44TY5tFGu/HxfrmltIgwiuFJr8xqLnQjud+zvYnAOoqlFyDTtjGM1Zgvuv yVHr4bvcVN7er1KpLtuzHg== 0000950124-95-001552.txt : 19950518 0000950124-95-001552.hdr.sgml : 19950518 ACCESSION NUMBER: 0000950124-95-001552 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950402 FILED AS OF DATE: 19950517 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRIGGS & STRATTON CORP CENTRAL INDEX KEY: 0000014195 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 390182330 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-01370 FILM NUMBER: 95540492 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 10-Q 1 FORM 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 2, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_______________ to _______________ Commission file number 1-1370 BRIGGS & STRATTON CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) A Wisconsin Corporation 39-0182330 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 12301 West Wirth Street, Wauwatosa, Wisconsin 53222 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 414/259-5333 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No_____. Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Outstanding at Class May 16, 1995 - -------------------------------------------------------------------------------- COMMON STOCK, par value $0.01 per share 28,927,000 Shares
-1- 2 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES INDEX
Page No. -------- PART I - FINANCIAL INFORMATION Item 1. Financial Statements: Consolidated Condensed Balance Sheets - April 2, 1995, July 3, 1994 and March 27, 1994 3 Consolidated Condensed Statements of Income - Three Months and Nine Months Ended April 2, 1995 and March 27, 1994 4 Consolidated Condensed Statements of Cash Flows - Nine Months Ended April 2, 1995 and March 27, 1994 5 Notes to Consolidated Condensed Financial Statements 6 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 7 PART II - OTHER INFORMATION 10
-2- 3 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands of dollars) ASSETS ------ April 2 July 3 March 27 1995 1994 1994 --------- ------- -------- CURRENT ASSETS: (Unaudited) (Unaudited) Cash and cash equivalents $114,247 $221,101 $ 92,576 Short-term investments - - 15,002 Receivables, net 265,432 122,597 237,359 Inventories - Finished products and parts 87,881 55,847 50,168 Work in process 34,773 27,078 19,705 Raw materials 3,863 2,745 3,636 ---------------------------------- Total inventories $126,517 $ 85,670 $ 73,509 Future income tax benefits 34,479 32,868 29,590 Prepaid expenses 13,746 20,548 15,219 ---------------------------------- Total current assets $554,421 $482,784 $463,255 ---------------------------------- PREPAID PENSION COST $ 12,406 $ 8,681 $ 8,316 ---------------------------------- PLANT AND EQUIPMENT, at cost: $670,867 $669,593 $667,961 Less - Accumulated depreciation and unamortized investment tax credit 376,472 383,703 379,366 ---------------------------------- Total plant and equipment, net $294,395 $285,890 $288,595 ---------------------------------- $861,222 $777,355 $760,166 ================================== LIABILITIES & SHAREHOLDERS' INVESTMENT -------------------------------------- CURRENT LIABILITIES: Accounts payable $ 80,248 $ 56,364 $ 49,717 Domestic notes payable 1,750 - - Foreign loans 24,764 21,323 23,706 Accrued liabilities 129,930 119,954 123,142 Dividends payable 7,232 - 6,653 Federal and state income taxes 21,487 9,103 11,285 ---------------------------------- Total current liabilities $265,411 $206,744 $214,503 ---------------------------------- DEFERRED INCOME TAXES $ 7,383 $ 12,317 $ 13,967 ---------------------------------- ACCRUED EMPLOYEE BENEFITS $ 15,966 $ 15,423 $ 14,760 ---------------------------------- ACCRUED POSTRETIREMENT HEALTH CARE OBLIGATION $ 63,566 $ 64,079 $ 63,434 ---------------------------------- LONG-TERM DEBT $ 75,000 $ 75,000 $ 75,000 ---------------------------------- SHAREHOLDERS' INVESTMENT: Common stock- Authorized 60,000,000 shares, $.01 par value Issued and outstanding 28,927,000 shares on April 2, 1995, and 14,463,500 shares on July 3, 1994 and March 27, 1994 $ 289 $ 145 $ 145 Additional paid-in capital 41,775 42,358 42,404 Retained earnings 392,521 362,136 337,075 Cumulative translation adjustments (689) (847) (1,122) ---------------------------------- Total shareholders' investment $433,896 $403,792 $378,502 ---------------------------------- $861,222 $777,355 $760,166 ==================================
The accompanying notes are an integral part of these statements. -3- 4 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (In thousands of dollars except amounts per share) (Unaudited)
Three Months Ended Nine Months Ended ------------------ ------------------ April 2 March 27 April 2 March 27 1995 1994 1995 1994 ------- -------- ------- --------- NET SALES $450,163 $386,196 $1,044,725 $913,705 COST OF GOODS SOLD 344,725 303,223 815,964 730,155 -------- -------- ---------- -------- Gross profit on sales $105,438 $ 82,973 $ 228,761 $183,550 ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 27,742 24,169 76,715 67,808 --------- ------- ---------- -------- Income from operations $ 77,696 $ 58,804 $ 152,046 $115,742 INTEREST EXPENSE (2,195) (2,148) (6,407) (6,335) OTHER INCOME(EXPENSE), net 2,100 1,863 5,959 6,600 -------- -------- ---------- -------- Income before provision for income taxes $ 77,601 $ 58,519 $ 151,598 $116,007 PROVISION FOR INCOME TAXES 30,270 22,810 59,130 45,240 -------- -------- ---------- -------- Net income before cumulative effect of accounting changes $ 47,331 $ 35,709 $ 92,468 $ 70,767 -------- -------- ---------- -------- CUMULATIVE EFFECT OF ACCOUNTING CHANGES FOR: Postretirement health care, net of income taxes $ - $ - $ - $(40,232) Postemployment benefits, net of income taxes - - - (672) Deferred income taxes - - - 8,346 -------- -------- ---------- -------- $ - $ - $ - $(32,558) -------- -------- ---------- -------- Net income $ 47,331 $ 35,709 $ 92,468 $ 38,209 ======== ======== ========== ======== PER SHARE DATA* - Net income before cumulative effect of accounting changes $ 1.64 $ 1.23 $ 3.20 $ 2.45 Cumulative effect of accounting changes - - - (1.13) ------ ------ ------ ------ Net income $ 1.64 $ 1.23 $ 3.20 $ 1.32 ====== ====== ====== ====== Cash dividends $ .25 $ .23 $ .73 $ .67 ====== ====== ====== ======
* Based on 28,927,000 shares outstanding. All per share amounts have been adjusted for the 2-for-1 stock split in November 1994. The accompanying notes are an integral part of these statements. -4- 5 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS Increase(Decrease) in Cash and Cash Equivalents (In thousands of dollars) (Unaudited)
Nine Months Ended ------------------------------ CASH FLOWS FROM OPERATING ACTIVITIES: April 2, 1995 March 27, 1994 ------------- -------------- Net income $ 92,468 $ 38,209 Adjustments to reconcile net income to net cash provided by operating activities - Cumulative effect of accounting changes, net of taxes - 32,558 Depreciation 33,848 31,489 (Gain)Loss on disposition of plant and equipment 608 (2,208) (Increase)decrease in operating assets - Accounts receivable (160,191) (112,378) Inventories (48,596) 556 Other current assets (5,053) (1,986) Other assets 1,252 (714) Increase(decrease) in liabilities - Accounts payable and accrued liabilities 59,825 43,508 Other liabilities (2,004) 2,841 --------- -------- Net cash provided(used) by operating activities $ (27,843) $ 31,875 --------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Sale of short-term investments $ - $ 55,420 Additions to plant and equipment (70,709) (29,821) Proceeds received on sale of plant and equipment 2,075 7,115 Decrease in cash due to spin-off of lock business (174) - --------- -------- Net cash provided(used) by investing activities $ (68,808) $ 32,714 --------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings on domestic and foreign loans $ 12,191 $ 7,779 Dividends (21,117) (19,381) Purchase of common stock for treasury (784) (717) Proceeds from exercise of stock options 345 238 --------- -------- Net cash used by financing activities $ (9,365) $(12,081) --------- -------- EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS $ (838) $ 567 --------- -------- NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS $(106,854) $ 53,075 CASH AND CASH EQUIVALENTS, beginning 221,101 39,501 --------- -------- CASH AND CASH EQUIVALENTS, ending $ 114,247 $ 92,576 ========= ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Interest paid $ 6,351 $ 6,335 ========= ======== Income taxes paid $ 53,271 $ 48,169 ========= ========
The accompanying notes are an integral part of these statements. -5- 6 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. However, in the opinion of the Company, adequate disclosures have been presented to make the information not misleading, and all adjustments necessary to present fair statements of the results of operations and financial position have been included. All of these adjustments are of a normal recurring nature. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. On October 19, 1994, shareholders approved a doubling of the authorized common stock shares to 60,000,000. This allowed the Company to effect a 2-for-1 stock split previously authorized by the Board of Directors. The distribution on November 14, 1994 increased the number of shares outstanding from 14,463,500 to 28,927,000. The amount of $145,000 was transferred from the additional paid-in capital account to the common stock account to record this distribution. On January 18, 1995, the Board of Directors approved an amendment to the Shareholder Rights Plan to change the termination date of the rights issued under the Plan from January 5, 2000 to July 1, 1996. On February 27, 1995, the Company spun off its lock business to its shareholders as a tax-free distribution. This spin-off was accomplished by distributing shares in a newly created corporation on the basis of one share in the new corporation for each five shares of Briggs & Stratton Corporation stock. The newly created corporation, STRATTEC SECURITY CORPORATION, is publicly traded. This distribution was not accounted for as a discontinued business because the amounts were not material, and thus there were no restatements of prior period financial statements. -6- 7 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES PART I - FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following is Management's discussion and analysis of certain significant factors which have affected the Company's results of operations and financial condition during the periods included in the accompanying consolidated condensed financial statements. RESULTS OF OPERATIONS SALES Net sales for the third quarter of fiscal 1995 increased 17% or $63,967,000 over the same quarter in the preceding year. The primary reason for this change was a 16% increase in the number of engines sold as a result of outdoor power equipment manufacturers building inventory for the spring selling season at a rate greater than last year because of the strong economy. A small portion of the sales increase is due to modest selling price increases and step-up sales within the same horsepower category, offset in part by the negative impact of a slight shift in the product mix to lower horsepower, lower selling price engines. Improving economies in Europe caused a larger increased rate in export sales than in domestic sales. Service sales also had large increases between years driven by improvements in service engine unit volumes resulting from better product availability. Lock unit shipments declined because the lock business was spun off to the shareholders after two of the three months in the quarter. Net sales for the nine months ended March 1995 increased 14% to $1,044,725,000. Engine unit shipments increased 11%. The items described above all had a positive effect on the increased sales. Product mix also had a favorable effect on sales because of the heavier sales of greater horsepower engines in the first two quarters. The U.S. economy is reasonably strong, but the weather has been less favorable than last year. The optimism of retailers varies as each weekend's sales are reported. Equipment manufacturers, most of whom have large inventories, have become cautious. Thus, Company management believes it likely that engine shipments for the fourth fiscal quarter will be less than for last year's fourth fiscal quarter. GROSS PROFIT Gross profit increased 27% or $22,465,000 between years, primarily as a result of the increase in volume described previously. This resulted from the spreading of fixed costs over a larger number of engine units. This improvement was partially offset by a significant increase in aluminum costs which is the major raw material in engines. -7- 8 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES PART I - FINANCIAL INFORMATION (Continued) The same factors caused the increase in gross profit of 25% in the nine-month comparison. In December 1994, the Company reached an agreement with the union representing most hourly employees in the Milwaukee area plants on a three-year contract that will take effect when the current contract expires July 31, 1995. Supplemental retirement benefits in the new contract will require the Company to take a charge of approximately $.30 per share in the fourth fiscal quarter. ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Expenses in this category increased $3,573,000 or 15% when comparing the two third fiscal quarters. This resulted from increases in professional services related to increased engine emission work and marketing and advertising expenses. These same factors effected the 13% increase in the nine-month comparison. INTEREST EXPENSE This expense did not show any significant change between years. The Company maintained the same debt structure throughout the fiscal year and no additional domestic short-term borrowing was required. OTHER INCOME This category showed a 13% increase in the quarterly comparison and a 10% decrease in the nine-month comparison. An increase in interest income had a positive effect on both periods and was due to the presence of more investable funds. Offsetting the interest income increase in the nine-month comparison was the absence of a $2,800,000 gain on the sale of a facility in Germany in the first quarter of fiscal 1994. PROVISION FOR INCOME TAXES This category contains a 39% tax rate in each of the comparable periods. Management estimates this rate will be in effect for the entire fiscal year. -8- 9 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES PART I - FINANCIAL INFORMATION (Continued) CUMULATIVE EFFECT OF ACCOUNTING CHANGES The preceding fiscal year contained an adjustment for the cumulative effect of accounting changes made at the beginning of the first fiscal quarter. This was the result of adopting Financial Accounting Standards Numbers 106, 112 and 109, which were fully described in the Company's 1994 fiscal year annual report and previous year Forms 10-Q. These net charges totaled $32,558,000 for the year and will not be repeated in the current or subsequent fiscal years. FINANCIAL CONDITION The following comments apply to the change in financial condition of the Company since the preceding fiscal year end in June 1994. Combined cash, cash equivalents and short-term investments decreased $106,854,000 since the end of the previous fiscal year. The sum of $27,843,000 was used by operating activities. The primary reasons for this are: (1) a $160,191,000 increase in accounts receivable due to extended payment terms and increased sales activity in the current year third quarter; (2) a $48,596,000 increase in inventories in the finished and partly finished categories which represent goods manufactured to be sold in the last quarter of this fiscal year and in the next fiscal year. This increase resulted from actual demand being lower than anticipated demand. Offsetting these were seasonal increases in accounts payable of $59,825,000 and funds generated totaling $126,316,000 through net income and non-cash depreciation charges. Another major use of cash during the fiscal year was for the purchase of plant and equipment which totaled $70,709,000. This was $40,888,000 greater than the preceding year and includes initial expenditures for the previously announced major projects which include new engine plants, plant expansions, and a new foundry. The new engine plants will be located in Auburn, Alabama; Statesboro, Georgia; and Rolla, Missouri. It was previously estimated that the incremental capital expenditures for these engine plants and plant expansions will total $112,000,000 over a three-year period. This amount has subsequently been increased by $12,000,000, primarily to reflect more current construction cost estimates at two of the three plants. The new foundry, located in Ravenna, Michigan, is projected to cost $20,000,000 over a two-year period. Company management intends to finance all of these expenditures from operating cash flow and available lines of credit. On February 27, 1995, the Company spun off its lock business to its shareholders as described in the Notes to the Financial Statements contained elsewhere in this report. This spin-off resulted in a charge of $40,966,000 to the retained earnings account representing the net assets in the spin-off. Included in the items spun off was $7,000,000 of debt due on March 1, 1996, which was assumed by the spun-off company--STRATTEC SECURITY CORPORATION. -9- 10 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. Exhibit Number Description ------- ----------- 10.9 Release and Settlement Agreement 27 Financial Data Schedule (b) Reports on Form 8-K. On March 2, 1995 the Company filed a report on Form 8-K for the purpose of reporting the distribution on February 27, 1995 of all of the outstanding shares of common stock, without consideration, of STRATTEC SECURITY CORPORATION to the holders of Briggs & Stratton Corporation common stock of record as of the close of business on February 16, 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BRIGGS & STRATTON CORPORATION ----------------------------- (Registrant) Date: May 16, 1995 /s/ R. H. Eldridge ---------------------------------------------------- R. H. Eldridge Executive Vice President & Chief Financial Officer, Secretary-Treasurer Date: May 16, 1995 /s/ J. E. Brenn ---------------------------------------------------- J. E. Brenn Vice President and Controller -10- 11 BRIGGS & STRATTON CORPORATION EXHIBIT INDEX Exhibit Number Description ------ ----------- 10.9 Release and Settlement Agreement (Filed herewith) 27 Financial Data Schedule (Filed herewith) -11- EX-10.9 2 RELEASE AND SETTLEMENT AGREEMENT 1 BRIGGS & STRATTON CORPORATION Form 10-Q for Quarterly Period Ended April 2, 1995 Exhibit No. 10.9 RELEASE AND SETTLEMENT AGREEMENT 2 RELEASE AND SETTLEMENT AGREEMENT This Release and Settlement Agreement ("Agreement"), dated as of February 27, 1995 (the "Effective Date"), is made between Briggs & Stratton Corporation ("Briggs"), a Wisconsin corporation, with offices at 12301 West Wirth Street, Wauwatosa, Wisconsin 53222, and Mr. Harold M. Stratton, II ("the "Executive"). WHEREAS, pursuant to the terms of the Contribution Agreement, Plan and Agreement of Reorganization and Distribution, dated as of February 27, 1995, and the Schedules, Exhibits and Annexes thereto ("Contribution Documents"), the Executive will terminate his services with Briggs; WHEREAS, the Executive and Briggs are parties to an Employment Agreement, dated April 1, 1989 as renewed and amended from time to time, and a Change in Control Employment Agreement, dated March 8, 1990 as renewed and amended from time to time; WHEREAS, the Executive is a participant in Briggs' Stock Incentive Plan, Briggs' Economic Value Added Incentive Compensation Plan, and Briggs' Officer Survivor Annuity Benefit Plan; WHEREAS, as of the Effective Date, the Executive will be an officer and participant in various STRATTEC SECURITY CORPORATION ("STRATTEC") benefits plans. WHEREAS, the Executive and Briggs desire to terminate the Executive's rights under the benefit plans and agreements described above and agree upon the responsibility of such payments and benefits; 3 NOW, THEREFORE, in consideration of the agreements and covenants contained herein, the Executive and Briggs hereby agree as follows: 1-4 Covenants By the Parties. 1. The Executive's Employment Agreement, dated April 1, 1989 (and as renewed and amended from time to time), and Change in Control Employment Agreement, dated March 8, 1990 (and as renewed and amended from time to time), will terminate as of the Effective Date. Except as specifically provided elsewhere in the Contribution Documents, no further payments or other form of remuneration under the Employment Agreement and Change in Control Employment Agreement are due after the Effective Date. 2. All of the Executive's rights in Briggs' Officer Survivor Annuity Benefit Plan, as may have been amended from time to time, will terminate as of the Effective Date. Except as specifically provided elsewhere in the Contribution Documents, no further payments or other form of remuneration under the Officer Survivor Annuity Benefit Plan are due after the Effective Date. 3. Prior to the Effective Date, the Executive previously exercised 6,000 options exercisable in January, 1995. Briggs agrees to accelerate the Executive's exercise date for (i) 600 options (granted on February 19, 1991) from January 1, 1996 to January 18, 1995; (ii) 3,400 options 2 4 (granted February 19, 1991) from January 1, 1996 to the Effective Date; and (iii) 12,000 options (granted May 18, 1992) from January 1, 1996 and 1997 to the Effective Date. The Executive exercised the 600 options described in 3.(i) above on or before the Effective Date. The Executive agrees to exercise the 15,400 options (subject to any adjustment as a result of the spin-off of STRATTEC) described in 3.(ii) and (iii) above and Briggs agrees to cash out the options (hereafter "Proceeds") in accordance with the procedures and terms of the Briggs' Stock Incentive Plan during the April 1995 Window Period (as defined in the Briggs Stock Incentive Plan). If the April 1995 Window Period is unavailable, Briggs and the Executive agree to select the next Window Period or another mutually agreed upon date. By May 31, 1995, Executive will receive the Proceeds less any amount required by law to be withheld for income or employment taxes. The Executive agrees that all other Briggs options held by the Executive will expire as of the Effective Date and that the Executive's participation in Briggs' Stock Incentive Plan will terminate as of the Effective Date. Except as specifically provided elsewhere in the Contribution Documents, no further payments or other form of remuneration under the Briggs Stock Incentive Plan are due after the Effective Date. 3 5 4. By August 15, 1995 and pursuant to the terms of Briggs' Economic Value Added Incentive Compensation Plan ("EVA Plan"), the Executive will receive $55,817, less any amount required by law to be withheld for income or employment taxes, in complete payment of the Bank Balance under the EVA Plan. The Executive agrees that the Executive's participation in Briggs' EVA Plan will terminate as of the Effective Date and that, except as specifically provided elsewhere in the Contribution Documents, (including, but not limited to, any payments the Executive will receive pursuant to the Employee Benefits and Compensation Agreement, dated February 27, 1995) no further form of remuneration or payments are due. 5. Release. The Executive, for himself, his heirs, personal representatives and assigns does hereby remise, release and discharge Briggs, its subsidiaries, affiliates, its officers, directors, employee and its agents, attorneys, heirs, successors ("Released Parties") of and from any and all manner of action or actions, cause or cause of action, suits, debts, covenants, contracts, agreements, judgements, executions, claims (including, but not limited to, contribution), liabilities, obligations and demands whatsoever in law or equity, whether known or unknown, anticipated or unanticipated, matured or 4 6 unmatured, liquidated or unliquidated, fixed or contingent, which the Executive now has or may have against the Released Parties, for or by reason of any transaction, matter cause or thing whatsoever whether based on tort, contract, or otherwise, expressed or implied, or any federal, state or local law, statute, or regulation concerning the benefit plans or agreements described above in this Agreement; provided, however, that this Agreement shall not release the Released Parties from the covenants or obligation set forth in this Agreement. 6. Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter described herein and there are no understandings or agreements relating to this Agreement that are not fully expressed in this Agreement. 7. Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed, or modified, and the terms hereof may be waived only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof. 5 7 8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns and legal representatives. 9. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same agreement. 10. Headings. The headings in this Agreement are for reference only, and shall not affect the interpretation of this Agreement. 11. Governing Law. This Agreement and the transactions contemplated hereby shall be construed in accordance with and governed by the internal laws of the State of Wisconsin. 12. Reformation and Severability. If any provision of this Agreement shall be held to be invalid, unenforceable or illegal in any jurisdiction under any circumstances for any reason, (i) such provision shall be reformed to the minimum extent necessary to cause such provision to be valid, enforceable and legal and preserve the original intent of the parties, or (ii) if such provision cannot be so reformed, such provision shall be severed from this 6 8 Agreement. Such holding shall not affect or impair the validity, enforceability or legality of such provision in any other jurisdiction or under any other circumstances. Neither such holding nor such reformation or severance shall affect or impair the legality, validity or enforceability of any other provisions of this Agreement to the extent that such other provision is not itself actually in conflict with any applicable law. IN WITNESS HEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. Harold M. Stratton - ------------------------------ --------------------------------- Harold M. Stratton, II Briggs & Stratton Corporation John S. Shiely --------------------------------- John S. Shiely President and Chief Operating Officer 7 EX-27 3 FINANCIAL DATA SCHEDULE
5 1 U.S. DOLLARS 9-MOS JUL-02-1995 JUL-04-1994 APR-02-1995 1 114,247,000 0 265,432,000 0 126,517,000 554,421,000 670,867,000 376,472,000 861,222,000 265,411,000 0 289,000 0 0 433,607,000 861,222,000 1,044,725,000 1,044,725,000 815,964,000 815,964,000 70,756,000 0 6,407,000 151,598,000 59,130,000 92,468,000 0 0 0 92,468,000 3.20 3.20
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