BRUNSWICK CORP

Regulatory Filings • Aug 8, 2008

8-K 1 form_8k.htm BRUNSWICK FORM 8-K form_8k.htm Licensed to: Brunswick Corporation Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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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): August 8, 2008

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BRUNSWICK CORPORATION

(Exact Name of Registrant Specified in Charter)

Delaware	001-01043	36-0848180
( State or Other Jurisdiction of Incorporation )	( Commission File Number )	( I.R.S.
Employer Identification
No.)

| 1
N. Field Court Lake
Forest, Illinois | 60045-4811 |
| --- | --- |
| ( Address of Principal Executive
Offices ) | ( Zip
Code ) |

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:

| [ ] | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
| --- | --- |
| [ ] | Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
| [ ] | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240, 14d-2(b)) |
| [ ] | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240, 13e-4(c)) |

Item 1.01. Entry into a Material Definitive Agreement.

Brunswick Corporation has entered into Amendment No. 2 (the “Amendment”) to its Credit Agreement dated as of April 29, 2005 with JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders identified therein (as amended and supplemented from time to time, the “Credit Agreement”). The Amendment, a copy of which is attached hereto, provides for the following changes to the Credit Agreement (as more specifically described in the Exhibit hereto): (1) a reduction in the lending commitment from $650 million to $500 million; (2) an increase in the interest rate, facility fee rate and letter of credit fee rate; (3) an amendment of the leverage ratio (consolidated debt to consolidated EBITDA, adjusted for non-cash charges) covenant, permitting the add-back of certain cash restructuring charges in the calculation of consolidated EBITDA and permitting a higher ratio (3.25 to 1 as opposed to 3.00 to 1) for the first and second fiscal quarters of 2009; and (4) adding two new financial covenants, one establishing minimum consolidated cash requirements at quarter end and the other establishing minimum consolidated EBITDA requirements.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits:

| Exhibit No. | Description
of Exhibit |
| --- | --- |
| 99.1 | Amendment
No. 2 to Brunswick Corporation’s Credit
Agreement |

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 hereunto duly authorized.

| /s/ LLOYD C. CHATFIELD II |
| --- |
| Name: Lloyd C. Chatfield
II Title: Vice
President, General Counsel and Secretary |

EXHIBIT INDEX:

| Exhibit
No. | Description
of Exhibit |
| --- | --- |
| 99.1 | Amendment
No. 2 to Brunswick Corporation’s Credit
Agreement |