AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER , 2003
REGISTRATION NO. 333-64490
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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BRIGGS & STRATTON CORPORATION
(Exact name of Registrant as specified in its charter)
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WISCONSIN 39-0182330
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
DELAWARE BRIGGS & STRATTON POWER PRODUCTS, LLC 39-1932782
(State or other jurisdiction (Exact name of Guarantor as (I.R.S. Employer
of incorporation or organization) specified in its charter) Identification No.)
12301 WEST WIRTH STREET
WAUWATOSA, WISCONSIN 53222
(414) 259-5333
(Address, including ZIP Code, and telephone number,
including area code, of Registrant's principal executive offices)
JAMES E. BRENN
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
BRIGGS & STRATTON CORPORATION
12301 WEST WIRTH STREET
WAUWATOSA, WISCONSIN 53222
(414) 259-5333
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
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COPIES OF ALL COMMUNICATIONS, INCLUDING ALL COMMUNICATIONS SENT
TO THE AGENT, SHOULD BE SENT TO:
FREDRICK G. LAUTZ
JOSEPH D. MASTERSON
QUARLES & BRADY LLP
411 EAST WISCONSIN AVENUE
MILWAUKEE, WI 53202
(414) 277-5000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: Not applicable.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
This Post-Effective Amendment No. 3 to Registration Statement on Form
S-3 (No. 333-64490) shall hereafter become effective in accordance with the
provisions of Section 8(c) of the Securities Act of 1933, as amended.
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DEREGISTRATION OF SECURITIES
On July 3, 2001, Briggs & Stratton Corporation and certain of its
subsidiaries as guarantors (collectively, the "Registrants") filed a
registration statement on Form S-3 (No. 333-64490), (as amended by Amendment
No. 1 filed on October 19, 2001, Amendment No. 2 filed on October 29, 2001,
Post-Effective Amendment No. 1 filed on December 11, 2001 and Post-Effective
Amendment No. 2 filed on February 1, 2002, the "Registration Statement"), which
registered for resale by the selling holders 5.00% Convertible Senior Notes due
May 15, 2006 and the common stock, $0.01 par value per share, with attached
Common Share Purchase Rights, issuable upon conversion thereof. The Registrants'
contractual obligation to maintain the effectiveness of the Registration
Statement has expired. Accordingly, pursuant to the undertaking contained in the
Registration Statement, the Registrants are filing this Post-Effective Amendment
No. 3 to terminate the Registration Statement and to deregister all securities
registered pursuant to the Registration Statement remaining unsold as of the
date this Post-Effective Amendment No. 3 is filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3/A and has duly caused this
Post-Effective Amendment No. 3 to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Wauwatosa,
State of Wisconsin, on September 19, 2003.
BRIGGS & STRATTON CORPORATION
By: /s/ James E. Brenn
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James E. Brenn
Senior Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 3 to Registration Statement has been signed
below by the following persons in the capacity indicated on September 19, 2003.
SIGNATURE AND TITLE
*
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John S. Shiely, President and
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ James E. Brenn
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James E. Brenn, Senior Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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William F. Achtmeyer, Director
*
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Jay H. Baker, Director
*
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Michael E. Batten, Director
*
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David L. Burner, Director
*
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Eunice M. Filter, Director
*
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Robert J. O'Toole, Director
*
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Charles I. Story, Director
*
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Brian C. Walker, Director
*By: /s/ James E. Brenn
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James E. Brenn, Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3/A and has duly caused this
Post-Effective Amendment No. 3 to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Wauwatosa,
State of Wisconsin, on September 19, 2003.
BRIGGS & STRATTON POWER PRODUCTS, LLC
By: /s/ Carita R. Twinem
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Carita R. Twinem
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to the Registration Statement has been signed by
the following persons in the capacities indicated on September 19, 2003.
SIGNATURE AND TITLE
/s/ Todd Teske
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Todd Teske, President and Director
(Principal Executive Officer)
/s/ Carita R. Twinem
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Carita R. Twinem, Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ James E. Brenn
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James E. Brenn, Director
/s/ Thomas R. Savage
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Thomas R. Savage, Director
*
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John S. Shiely, Director
*By: /s/ Carita R. Twinem
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Carita R. Twinem, Attorney-in-Fact