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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): MARCH 21, 2001
BRIGGS & STRATTON CORPORATION
(Exact name of registrant as specified in its charter)
1-1370
(Commission file number)
WISCONSIN 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)
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
BRIGGS & STRATTON CORPORATION SIGNS DEFINITIVE AGREEMENT
TO ACQUIRE GENERAC PORTABLE PRODUCTS, INC.
On March 22, 2001, Briggs & Stratton Corporation ("Briggs") announced
that it has executed a definitive agreement to acquire Generac Portable
Products, Inc. ("GPP"), of Jefferson, Wisconsin, on terms consistent with the
letter of intent previously announced by Briggs. The Agreement and Plan of
Merger (the "Merger Agreement") dated as of March 21, 2001 by and among Briggs,
GPP Merger Corporation ("Acquisition"), a wholly owned subsidiary of Briggs,
GPP, and The Beacon Group III - Focus Value Fund, L.P., the majority stockholder
of GPP, provides for the acquisition of GPP by Briggs through a merger of
Acquisition into GPP (the "Merger"). The Merger Agreement has been approved by
the boards of directors of Briggs and GPP.
Subject to the terms of the Merger Agreement, the existing stockholders
of GPP and the holders of warrants to purchase GPP common stock (collectively,
the "Shareholders") will receive: (a) at the time of the Merger, an amount (the
"Cash Amount") equal to $55 million, adjusted downward for purchase price
adjustments related to the failure, if any, to meet certain targets for
stockholders' equity and working capital and minus the transaction costs of GPP
and the Shareholders (the "Transaction Costs"); and (b) following the Merger, an
amount (the "Earnout") equal to (i) 40% of the amount by which GPP's
consolidated earnings before interest, taxes, depreciation and amortization,
excluding unusual gains and losses, for the 12-month period ending June 30,
2002, multiplied by 6, exceeds the sum of the Cash Amount, the Transaction Costs
and the aggregate amount of GPP indebtedness on a consolidated basis at the
effective time of the Merger, including any such indebtedness that is satisfied
by Briggs in connection with the Merger (the "Indebtedness"), minus (ii) the
amount, if any, payable to former holders of options for GPP common stock, which
options are to be cancelled in connection with the Merger (the "Option
Payment"). The Earnout payable to the Shareholders pursuant to the Merger
Agreement is limited such that the sum of the Cash Amount, the Indebtedness, the
Transaction Costs, the Option Payment and the Earnout may not exceed $350
million.
Consummation of the Merger is subject to the satisfaction of certain
closing conditions set forth in the Merger Agreement, including approval by the
stockholders of GPP, the satisfaction of applicable foreign competition legal
requirements, if any, the consent of Briggs's lenders and the absence of a
material adverse change in the credit markets or overall financing environment.
The Merger Agreement also provides that the expiration or termination of the
waiting period applicable to the Merger under the Hart-Scott-Rodine Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), is a condition to
consummation of the Merger. On March 23, 2001, counsel for Briggs received
notice from the Federal Trade Commission that early termination of the waiting
period under the HSR Act was granted effective March 23, 20001.
The Merger Agreement and Briggs's press release announcing the signing
of the Merger Agreement are filed as exhibits to this report. The above
description of the Merger Agreement is qualified by reference to the provisions
of the Merger Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
See Exhibit Index following the Signatures page of this report, which
is incorporated herein by reference.
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FORM 8-K
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
By: /s/ Frederick P. Stratton, Jr.
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Frederick P. Stratton, Jr.
Chairman and Chief Executive Officer
Date: March 23, 2001
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BRIGGS & STRATTON CORPORATION
(COMMISSION FILE NO. 1-1370)
EXHIBIT INDEX
TO
CURRENT REPORT ON FORM 8-K
DATE OF REPORT: MARCH 21, 2001
INCORPORATED HEREIN FILED
EXHIBIT DESCRIPTION BY REFERENCE TO HEREWITH
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Exhibit 2 Agreement and Plan of X
Merger, dated as of
March 21, 2001, by and
among Briggs & Stratton
Corporation, GPP Merger
Corporation, Generac
Portable Products, Inc.
and The Beacon Group III -
Focus Value Fund, L.P.
Exhibit 99 Press Release of Briggs X
& Stratton Corporation
dated March 22, 2001