Item 2. Properties
The corporate offices as well as the Company's largest engine manufacturing facility are located in Wauwatosa, Wisconsin, a suburb of Milwaukee. Three other facilities located in the Milwaukee metropolitan area are used for production, warehousing and distribution of engines and engine parts. These are owned facilities containing approximately 3,232,000 square feet of office, warehouse and production area. Engines also are manufactured at a 292,000 square foot owned facility in Murray, Kentucky and a 236,000 square foot owned facility in Poplar Bluff, Missouri. The engine business is seasonal, with demand for engines at its height in the winter and early spring. Engine manufacturing operations run at capacity levels during the peak season, with many operations running three shifts. Engine operations generally run one shift in the summer, when demand is weakest and production is considerably under capacity. During the winter, when finished goods inventories reach their highest levels, owned warehouse space may be insufficient and capacity may be expanded through rented space. Excess warehouse space exists in the spring and summer seasons. In May, the Board of Directors approved a plan of relocation for several of the Company's facilities over the next three years. The plan provides for the expansion of existing facilities in Murray, Kentucky and Poplar Bluff, Missouri and the establishment of three new engine manufacturing facilities. The Company has announced the selection of sites in Statesboro, Georgia and Auburn, Alabama for two of the facilities. The Company's owned properties are well maintained.
The Company leases 173,000 square feet of space to house its European warehouse in the Netherlands and its foreign sales and service operations in Australia, Canada, France, Germany, New Zealand, Switzerland and the United Kingdom.
The Company's domestic lock manufacturing facility is located in the Milwaukee suburb of Glendale, Wisconsin. This facility has floor space of approximately 352,000 square feet. The Company also owns a 50,000 square foot assembly plant in Juarez, Mexico. Both properties are well maintained and are adequate for its current needs. Additional demand could be met through increased manufacturing capacity gained by adding a shift.
Item 3.
Item 3. Legal Proceedings
There are no pending legal proceedings that are required to be reported under this item.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the three months ended July 3, 1994.
Executive Officers of the Registrant
(1) Officer is also a Director of the Company.
(2) Member of the Executive Committee and Planning Committee.
Frederick P. Stratton, Jr., and Harold M. Stratton II are brothers.
Officers are elected annually and serve until their successors are elected and qualify.
PART II
Item 5.
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
Information required by this Item is incorporated by reference to "Quarterly Financial Data, Dividend and Market Information" on page 32 of the 1994 Annual Report to Shareholders.
Item 6.
Item 6. Selected Financial Data
Information required by this Item appears under the heading "Ten Year Comparisons" on pages 34 and 35 of the 1994 Annual Report to Shareholders and is incorporated herein by reference.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's discussion and analysis of results of operations and financial condition of the Company appears on pages 29 through 31 of the 1994 Annual Report to Shareholders and is incorporated by reference in this Form 10-K.
Item 8.
Item 8. Financial Statements and Supplementary Data
The information required by Item 8 is incorporated by reference from the Consolidated Financial Statements and Notes to Consolidated Financial Statements appearing on pages 15 through 26 and page 32 of the 1994 Annual Report to Shareholders.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
The Company has not changed independent accountants in the last two years.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Information pertaining to directors is incorporated herein by reference from pages 2 and 3 of the Company's 1994 Annual Meeting Proxy Statement dated September 8, 1994. Information regarding executive officers required by Item 401 and 405 of Regulation S-K is furnished in Part I.
Item 11.
Item 11. Executive Compensation
The information required by Item 11 is incorporated by reference from the section entitled Election of Directors on page 2, the Nominating and Salaried Personnel Committee Report on Executive Compensation found on pages 7-10 and the Executive Compensation section found on pages 11-15 of the Company's 1994 Annual Meeting Proxy Statement.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by Item 12 is incorporated by reference from pages 5 and 6 of the Company's 1994 Annual Meeting Proxy Statement.
Item 13.
Item 13. Certain Relationships and Related Transactions
The information required by Item 13 is incorporated by reference from page 4 of the Company's 1994 Annual Meeting Proxy Statement.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as a part of this report:
Page Reference ------------------------- Annual Report 1994 to Form 10-K Shareholders ---------- ------------ 1. Financial Statements
Consolidated Balance Sheets, July 3, 1994 and June 27, 1993 16*
For the Years Ended July 3, 1994, June 27, 1993 and June 30, 1992:
Consolidated Statements of Income and Shareholders' Investment 15*, 17*
Consolidated Statements of Cash Flows 18*
Notes to Consolidated Financial Statements 19-26*
Report of Independent Public Accountants 28*
* Incorporated herein by reference to the Registrant's 1994 Annual Report to Shareholders for the fiscal year ended July 3, 1994.
2. Financial Statement Schedules
Report of Independent Public Accountants 10
Schedule V - Property, Plant and Equipment 11
Schedule VI - Accumulated Depreciation and Unamortized Investment Tax Credit 12
Schedule VIII - Valuation and Qualifying Accounts 13
Schedule X - Supplementary Income Statement Information 13
All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or the notes thereto.
The individual financial statements of the Registrant have been omitted since the Registrant is primarily an operating company and the subsidiaries included in the consolidated statements are wholly owned.
3. Exhibits
See Exhibit Index on page 14 of this report, which is incorporated herein by reference.
Executive Compensation Plans and Arrangements:
Forms of Officer Employment Agreements. (Filed as Exhibit 10.0 to the Company's Annual Report on Form 10-K for fiscal year ended June 27, 1993 and incorporated by reference herein.)
Survivor Annuity Plan. (Filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K for fiscal year ended June 30, 1986 and incorporated by reference herein.)
Supplemental Retirement Program. (Filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K for fiscal year ended June 30, 1990 and incorporated by reference herein.)
Economic Value Added Incentive Compensation Plan. (Filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K for fiscal year ended June 27, 1993 and incorporated by reference herein.)
Form of Change of Control Employment Agreements. (Filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K for fiscal year ended June 27, 1993 and incorporated by reference herein.)
Trust Agreement with an independent trustee to provide payments under various compensation agreements with company employees upon the occurrence of a change in control. (Filed as Exhibit 10.1 to the Company's Report on Form 10-Q for the quarter ended October 1, 1989, and incorporated by reference herein.)
Stock Incentive Plan. (Filed as Exhibit A to the Company's 1990 Annual Meeting Proxy Statement, which was filed as Exhibit 100A to the Company's Annual Report on Form 10-K for fiscal year ended June 30, 1990 and incorporated by reference herein.)
Leveraged Stock Option Program (Filed as Exhibit 10.7 to the Company's Annual Report on Form 10-K for fiscal year ended June 27, 1993 and incorporated by reference herein.)
Deferred Compensation Agreement (Filed herewith.)
(b) Reports on Form 8-K
On May 20, 1994, the Company filed a report on Form 8-K for the purpose of reporting the approval by the Board of Directors on May 17, 1994 of two actions. The Board approved a spin-off of the Briggs & Stratton Technologies Division to Briggs & Stratton's shareholders which is anticipated to occur in January 1995. The Board also approved a Plan of Relocation which provides for the expansion of existing facilities and the establishment of three new manufacturing facilities outside of Milwaukee at a cost of approximately $112 million over the next two years.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
By /s/ R. H. Eldridge ------------------------ R. H. Eldridge September 20, 1994 Secretary-Treasurer
-----------------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frederick P. Stratton, Jr. and Robert H. Eldridge, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue thereof.
-----------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited in accordance with generally accepted auditing standards the consolidated financial statements included in the Briggs & Stratton Corporation Annual Report to Shareholders incorporated by reference in this Form 10-K and have issued our report thereon dated July 28, 1994. Our audit was made for the purpose of forming an opinion on those statements taken as a whole. The schedules listed in the accompanying index are the responsibility of the Company's management and are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic consolidated financial statements. These schedules have been subjected to the auditing procedures applied in the audit of the basic consolidated financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin, July 28, 1994.
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
SCHEDULE VI - ACCUMULATED DEPRECIATION AND UNAMORTIZED INVESTMENT TAX CREDIT
The annual rates used for computing depreciation are shown below:
Certain tools, dies, jigs and fixtures, classified with machinery and equipment are depreciated on a straight-line basis over five years.
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
The following amounts were charged directly to current operations.
BRIGGS & STRATTON CORPORATION
EXHIBIT INDEX 1994 ANNUAL REPORT ON FORM 10-K