UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
__________________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 194
Date of
report (Date of earliest event reported): October 8, 2008
__________________________
BRUNSWICK
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
| Delaware |
001-01043
|
36-0848180
|
||
|
(State
or Other Jurisdiction
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
||
|
of
Incorporation)
|
||||
|
1
N. Field Court
|
60045-4811
|
|||
|
Lake
Forest, Illinois
|
(Zip
Code)
|
|||
|
(Address
of Principal Executive
Offices)
|
||||
| Registrant’s Telephone Number, Including Area Code: (847) 735-4700 | ||||
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item
2.05 Costs Associated with Exit or Disposal Activities.
As
previously reported on the Current Report on Form 8-K filed June 26, 2008,
Brunswick Corporation (“Brunswick”) approved a series of comprehensive cost
reduction initiatives designed to reduce its fixed costs by the end of 2009 by
at least $300 million compared with 2007 levels. In connection with
the implementation of these initiatives, Brunswick estimated it would incur
aggregate pretax costs and charges totaling $200 million to $220 million, of
which approximately $180 million were expected to be recorded in 2008 with the
balance to be recorded in 2009.
In view
of the increased decline in the U.S. marine market, on October 8, 2008,
Brunswick determined to accelerate the implementation of its initiatives by
announcing the closure of three boat manufacturing plants in 2008 and completing
the fourth closure by the end of the first quarter of 2009. The total
anticipated charges related to these actions were included in the estimated
amounts disclosed in the Current Report on Form 8-K filed June 26,
2008.
Brunswick
has also determined to halt production in three of its boat manufacturing
facilities near Knoxville, Tennessee, beginning the week of October 27, 2008
through the balance of the year.
Item
2.06 Material Impairments.
In accordance
with Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and
Other Intangible Assets,” Brunswick tests its goodwill and other intangible
assets for impairment at least annually at the beginning of the fourth quarter
of each fiscal year. Due to the significant downturn in the marine
industry, Brunswick determined on October 8, 2008 to record a non-cash
impairment charge against its goodwill and trade names of approximately $496
million pretax in the third quarter of 2008. The impairment charge,
which will be taken primarily in the Boat segment, consists of approximately
$375 million pretax write down of goodwill and $121 million pretax write down of
certain trade names.
Item
7.01 Regulation FD Disclosure.
The news
release announcing these actions is furnished as Exhibit 99.1 and incorporated
by reference. The information in this Item 7.01 and Exhibit 99.1
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section, nor shall it be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended, except as expressly set forth by
specific reference in such filing.
This Current
Report on Form 8-K contains forward-looking statements regarding Brunswick’s
future operations, impairments and charges that Brunswick may
incur. Actual events or results may differ materially from those
described herein. Among the important factors that could cause future
events or results to vary are risks arising from Brunswick’s ability to effect
the cost reduction initiatives as planned, the potential for unexpected
liabilities related to the disposition of certain assets, and the possibility
that the final accounting and valuation of the assets involved could vary from
the estimates set forth herein. Additional factors that might affect
these forward-looking statements are described in filings with the SEC such as
Brunswick’s most recent Forms 10-K and 10-Q.
| Item 9.01 | Financial Statements and Exhibits. | |
|
(d)
|
Exhibits: | |
| Exhibit No. | Description of Exhibit |
| 99.1 | News Release dated October 9, 2008, of Brunswick Corporation, announcing acceleration of resizing and fixed cost reduction efforts. |
SIGNATURE
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.
| BRUNSWICK CORPORATION | ||||
|
Date:
October 9, 2008
|
By:
|
/s/ PETER B. HAMILTON | ||
| Name: | Peter B. Hamilton | |||
| Title: | Seinor Vice President and Chief Financial Officer | |||
| EXHIBIT INDEX: | Description of Exhibit | |
| 99.1 | News Release dated October 9, 2008, of Brunswick Corporation, announcing acceleration of resizing and fixed cost reduction efforts. | |