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: [x] Preliminary Proxy Statement [ ] Definitive Proxy Statement [ ] 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 Corporation Name of Person(s) Filing Proxy Statement: Wisconsin Coalition for Responsible Investment Payment of Filing Fee (check the appropriate box) [ ] $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: _____________
INDEPENDENT SHAREHOLDERS' PROXY SOLICITATION For the 1994 ANNUAL MEETING OF SHAREHOLDERS OF BRIGGS & STRATTON CORPORATION WISCONSIN COALITION BRIGGS & STRATTON CORPORATION FOR RESPONSIBLE INVESTMENT 12301 W. Wirth Street 1015 N. 9th Street Wauwatosa, WI 53227 Milwaukee, WI 53233 The Wisconsin Coalition for Responsible Investment (WICRI) furnishes this Proxy Statement in connection with its solicitation of proxies for the Annual Meeting of Shareholders of Briggs & Stratton Corporation. The United Paperworkers International Union (UPIU) will assist the WICRI in soliciting proxies, and will bear the cost of all solicitations. The meeting is now scheduled to be held at the Company's offices at the above address on Wednesday, October 19, 1994, at 1:30 p.m. This statement is being released on or about September ___, 1994. Proxies solicited with this Proxy Statement will be used for the following purposes: 1. To vote upon five shareholder proposals on the following subjects: (1) elimination of the Company's "poison pill;" (2) shareholder approval of golden parachutes; (3) establishment of an independent Chairman of the Board; (4) declassifying the Board of Directors; and (5) establishing a shareholder advisory committee; 2. To elect former Wisconsin Banking Commissioner William P. Dixon as a Director to serve a three-year term expiring in 1997; 3. To vote upon a proposal to amend the Company's Articles of Incorporation to increase the number of authorized shares of common stock. PLEASE COMPLETE, DATE, AND SIGN THE ENCLOSED GOLD PROXY CARD AND MAIL IT IN THE ENVELOPE PROVIDED. THE SHAREHOLDER PROPOSALS This year, several shareholder proposals call for changes in Briggs and Stratton's corporate governance. The full text of each proposal is included in the Company's proxy statement, and incorporated herein by reference. Each proposal is put forth by a different employee-shareholder of the Company who is a member of UPIU. The following is a summary of each proposal: 1) Revoke the Poison Pill - The Company has a so-called "shareholder rights agreement," or "poison pill," which gives current shareholders the opportunity to buy new additional shares in the event any person or group attempts to acquire more than 20% of the Company's shares. The poison pill is a notorious anti-takeover device designed to discourage tender offers from outsiders. The proposal calls for the Company to cancel the pill absent shareholder approval of a poison pill. 2) Shareholder Vote on Golden Parachutes - The Company currently has at least 15 "change in control" agreements, providing for severance payments in the event certain executives quit or are discharged following a change in control. The proposal provides that such golden parachutes be subject to shareholder approval. 3) Independent Chairman of the Board - The current Chairman of the Board of Directors is Frederick P. Stratton, Jr., who is also the Chief Executive Officer. The proposal recommends that the Chairman be elected from among independent outside directors in order to better hold management accountable. 4) Declassifying the Board of Directors - Currently, the Board of Directors is divided into three classes, each serving staggered three-year terms. This means that it would take three separate annual elections to replace the entire Board. The proposal calls for the entire Board to stand for election annually. We believe this would make the Company more accountable to shareholders. 5) Shareholder Advisory Committee - This proposal calls for an advisory committee of shareholders to oversee the actions of the Board of Directors. The committee would also provide a mechanism for shareholders to make recommendations to the Board. These five proposals are all designed to make corporate officers and the Board of Directors more accountable to the shareholders. We believe the poison pill, the classified Board of Directors, and the golden parachute agreements artificially depress the Company's stock price by discouraging takeover attempts. Furthermore, by making it more difficult to dislodge current management, these devices can lead management to lose touch with shareholders. Management suggests that a classified Board and the poison pill are necessary to ensure that any person seeking to acquire control of the company negotiates with management instead of going directly to the shareholders -- meaning management believes that shareholders can't be trusted to make their own decisions about what is in their best interest. The proposals for creating an independent Board Chairman and creating a shareholders advisory committee are both designed to make management accountable in ways we believe more meaningful than an annual shareholders meeting. Former SEC Chairman Harold M. Williams has suggested that a company's CEO should not be its Chairman of the Board because management should not control the substance and process of Board deliberations. The Board is supposed to evaluate and review the CEO's performance. In order to carry out this function properly, the Board should have a strong independent leader. The proposal for a shareholder advisory committee provides a formal mechanism through which shareholders can convey their views to the Board in a timely way. THE WISCONSIN COALITION FOR RESPONSIBLE INVESTMENT RECOMMENDS THAT SHAREHOLDERS VOTE FOR ALL FIVE RESOLUTIONS WILLIAM P. DIXON FOR DIRECTOR Although Briggs and Stratton has been profitable, that profitability has not translated into shareholder value. One possible explanation for this is that the company's highly confrontational labor policies may make investors uneasy. For example, on May 17, 1994, the Company announced plans to lay off 2,000 workers in Milwaukee and move those jobs to other sites. The Milwaukee Sentinel (5/19/94) and the Milwaukee Journal (5/18/94) both editorialized that the Company handled the layoff announcements in a "shabby" manner. The Sentinel observed that the announcement was "symbolic of the depth to which labor- management relations had sunk" at the Company. Stock prices are, of course, influenced by numerous factors. Nevertheless, the stock price fell sharply in the weeks following the announcement, from $80 3/8 to a low of $66 1/2 on July 1. Although the price has recovered somewhat, as of September 13 the stock still had not reached the pre-announcement price, closing at $75. Bill Dixon supports enlightened labor-management relations, based on cooperation rather than confrontation. Dixon's candidacy also gives shareholders an opportunity to vote for a highly-qualified independent director, rather than settling for the Board's own hand-picked candidates. By limiting the shareholders choice to candidates selected by the current Board, management entrenches itself and insulates itself from critical review. Dixon will provide shareholders with a truly independent voice on the Board. WHO IS BILL DIXON? Bill Dixon is former Commissioner of Banking for the State of Wisconsin. He has also served as United States Alternate Executive Director to the World Bank, as Chief of Staff to a U.S. Senator and general counsel to the U.S. House of Representatives Committee on Banking, and as a member of the Wisconsin Governor's Blue Ribbon Commission on Ethics and Lobbying. Since 1989, Dixon has been a partner in the law firm of Davis, Miner, Barnhill & Galland in Madison, Wisconsin. Dixon, who is 50 years old, owns ten shares of the Company's common stock. Dixon has no arrangements or understandings with any person or organization concerning his nomination to the Board. Dixon recognizes that the Company's growth and performance depend upon the commitment of its employees, and in order to retain that commitment the Company must treat its employees with respect. Instead of treating its workers as replaceable parts, the Company must recognize that its greatest asset is an efficient, dedicated highly-trained work force. In order to maximize shareholder value, everyone at the Company must work together. Dixon believes that by instilling an atmosphere of cooperation and mutual respect, the Company can compete in global markets without turning its back on American workers. Three of the nine seats on the Company's Board of Directors are up for election at this year's meeting. The Company's nominees for these seats are set forth at page 5 of its proxy statement, and incorporated herein by reference. INCREASING THE AUTHORIZED COMMON STOCK The Board has proposed that the shareholders amend the Company's articles of incorporation to authorize the Company to increase the number of shares of common stock issued to 60,000,000 shares. On pages 17 and 18 of the Company's proxy statement, the Board sets forth the resolution and reasons for adopting it. That discussion is incorporated herein by reference. Unless otherwise directed on the enclosed Proxy, the persons named therein will vote for the resolution amending the Articles of Incorporation to increase the number of authorized shares of common stock. VOTING AND REVOCATION RIGHTS The Company's Board of Directors has fixed the close of business on August 26, 1994 as the record date for determining the shareholders of the Company entitled to notice of and to vote at the Meeting and at any adjournment thereof. As of the record date, the Company had outstanding 14,463,500 shares of common stock. Each holder of record of common stock on the record date is entitled to one vote for each share on every matter submitted to the Meeting. A shareholder who executes the enclosed proxy has the power to revoke it at any time before its exercise. An executed proxy may be revoked either by a later-dated proxy concerning the same matters, by voting in person at the Meeting, or by giving notice of revocation in writing to Briggs & Stratton Corporation c/o Robert H. Eldridge, Secretary of the Company Proper execution of the enclosed Proxy will revoke a previously executed proxy delivered to the Company. If you do not specifically instruct us otherwise, your shares will be voted FOR William P. Dixon for election as a director and FOR the shareholder resolutions and FOR the Company's proposal to increase the number of authorized shares of common stock. WICRI knows of no other business to be presented to the Meeting, but if other matters do properly come before the Meeting, the persons named in the enclosed Proxy will use their discretion to vote on such matters in accordance with their best judgment. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS WICRI incorporates by reference the discussion of these matters contained on pages 7-8 of the Company's 1994 Proxy Statement. SUBMISSION OF SHAREHOLDER PROPOSALS Federal securities rules require the Company to include certain shareholder proposals and supporting statements in the Company's Proxy Statement. If any shareholder wishes to have a proposal included in the Company's 1995 Proxy Statement, the proposal and supporting statement must be received by the Company on or before May 11, 1995. Shareholder proposals should be directed to Robert H. Eldridge, Secretary of the Company, 12301 West Wirth Street, Wauwatosa, Wisconsin 53222. VOTING PROCEDURES WICRI incorporates by reference the discussion of voting procedures contained on page 4 of the Company's 1994 proxy statement. INFORMATION CONCERNING THIS SOLICITATION The Wisconsin Coalition for Responsible Investment (WICRI) is an unincorporated association of churches and religious orders concerned with issues of corporate responsibility. WICRI is a local affiliate of the Interfaith Center for Corporate Responsibility. WICRI owns no shares of the Company's stock. WICRI expects to solicit proxies pursuant to this Proxy Statement through the mail, by telephone, and/or through personal interviews. WICRI will also request brokers, custodians, or other nominees to forward solicitation materials to beneficial owners of common stock, and such persons will be reimbursed for their reasonable out-of-pocket expenses. The United Paperworkers International Union (UPIU) will assist the WICRI in soliciting proxies, and will bear the cost of all proxy solicitations. Regular employees and officers of UPIU may solicit proxies personally and by telephone. No specially-engaged employees will be employed to solicit shareholders. UPIU's affiliate, Local 7232, is the collective bargaining representative of approximately 5,400 Company employees at four facilities in the Milwaukee area. The employees at these facilities are under contract through July 31, 1995. Hundreds of UPIU members employed by the Company own stock in the Company. William P. Dixon is not employed by and has no understanding or agreement with either WICRI or UPIU. WICRI does not know the exact cost of solicitation at this time, but anticipates that it will not exceed $10,000. Total expenditures to date, have been approximately $2,000. Unlike management, WICRI and UPIU will not seek reimbursement for the solicitation costs from the Company. PLEASE PROMPTLY COMPLETE, DATE, AND SIGN THE ENCLOSED GOLD PROXY CARD AND MAIL IT IN THE ENVELOPE PROVIDED. If your shares are held in the name of a broker, bank, or nominee, only it can sign a proxy card to vote your shares and only upon receipt of your specific instructions to do so. Accordingly, please contact the person responsible for your account and give him or her the appropriate instructions to execute the GOLD proxy card. IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR SHARES, PLEASE TELEPHONE [number]. PROXY SOLICITED BY WISCONSIN COALITION FOR RESPONSIBLE INVESTMENT PROXY/VOTING INSTRUCTION CARD BRIGGS & STRATTON CORP. ANNUAL MEETING OCTOBER 19, 1994 PLEASE FILL OUT CARD, DATE, SIGN & RETURN PROMPTLY USING THE ENVELOPE PROVIDED. The undersigned hereby appoints _____________ as proxy, with full power of substitution, to vote as designated all of the undersigned's Briggs & Stratton stock at the annual meeting on October 19, 1994, and at any adjournments. Any prior proxy or voting instruction is hereby revoked. This card, when properly executed, will be voted in the manner directed by the undersigned. If no direction is made, it will be voted FOR William P. Dixon's election, FOR all proposals below and in the discretion of the proxy holder on any other matters that may properly come before the meeting. WICRI recommends a vote FOR Dixon's election, and FOR all proposals. 1. Election of Directors. FOR nominee William P. Dixon [ ] WITHHOLD AUTHORITY to vote for William P. Dixon [ ] 2. Stockholder proposal to revoke poison pill. FOR [ ] AGAINST [ ] ABSTAIN [ ] 3. Stockholder proposal re: golden parachute agreements. FOR [ ] AGAINST [ ] ABSTAIN [ ] 4. Stockholder proposal for independent board chairman. FOR [ ] AGAINST [ ] ABSTAIN [ ] 5. Stockholder proposal for annual election of all directors. FOR [ ] AGAINST [ ] ABSTAIN [ ] 6. Stockholder proposal for shareholder advisory committee. FOR [ ] AGAINST [ ] ABSTAIN [ ] 7. Proposal to amend Articles of Incorporation to increase authorized shares. FOR [ ] AGAINST [ ] ABSTAIN [ ] Signature(s):__________________________________ Dated: ________________________________________ Please sign exactly as name appears on registered shares. When signing as an authorized corporate officer, attorney, executor, administrator, trustee, or guardian, please add title.