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BGG > SEC Filings for BGG > Form 8-K on 17-Aug-2009All Recent SEC Filings

Show all filings for BRIGGS & STRATTON CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for BRIGGS & STRATTON CORP


17-Aug-2009

Entry into a Material Definitive Agreement, Financial Statements and Exhib


Item 1.01 Entry into a Material Definitive Agreement.

On August 12, 2009, the Board of Directors of Briggs & Stratton Corporation (the "Company") approved amendments to the Company's existing Rights Agreement between the Company and National City Bank, as Rights Agent, dated as of August 7, 1996, as previously amended by an amendment dated as of November 25, 2002 and an amendment dated as of August 9, 2006 (the "Rights Agreement").

The material amendments to the Rights Agreement that the Board approved on August 12, 2009 (i) modified the definition of "Beneficial Owner" and "beneficial ownership" of Common Shares of the Company to include in a person's beneficial ownership, among other things, Common Shares of the Company beneficially owned by a counterparty under certain derivatives contracts to which such person is a party; (ii) reduced the redemption price for the Common Share Purchase Rights ("Rights") issued pursuant to the Rights Agreement to $.001 per Right; and (iii) extended the term of the Rights Agreement by changing the scheduled expiration date from October 18, 2009 to October 17, 2012. As a consequence of the modification described in clause (i), the Rights beneficially owned by an Acquiring Person that become null and void include Rights associated with Common Shares of the Company beneficially owned by a counterparty under certain derivatives contracts, if any, to which the Acquiring Person is a party. The Rights Agreement defines an "Acquiring Person" as any person who, together with its affiliates and associates, shall be the beneficial owner of 20% or more of the outstanding Common Shares of the Company, subject to certain exceptions.

The Rights Agreement, as amended through August 12, 2009, is filed herewith as Exhibit 4.1. The foregoing description of the Rights Agreement and changes to the terms of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.1.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.   Description
4.1           Rights Agreement, dated as of August 7, 1996 (as amended through August
              12, 2009) between Briggs & Stratton Corporation and National City Bank
              [Incorporated by reference to Exhibit (4.1) to Amendment No. 2 to the
              Registration Statement on Form 8-A/A of Briggs & Stratton Corporation
              dated as of August 17, 2009 (Commission File No. 001-1370)]


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