Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed, on July 20, 2020, Briggs & Stratton Corporation (the
"Company") and certain of its subsidiaries (collectively, the "Debtors") filed
voluntary petitions (the "Chapter 11 Cases") for relief under chapter 11 of
title 11 of the United States Code (the "Bankruptcy Code") in the United States
Bankruptcy Court for Eastern District of Missouri (the "Bankruptcy Court").
On July 20, 2020, the Company received notice from NYSE Regulation, Inc. ("NYSE
Regulation") that it had determined to commence proceedings to delist the common
stock of the Company from the New York Stock Exchange ("NYSE"). NYSE Regulation
indicated that this decision was reached as a result of the filing by the
Company and the other Debtors of the Chapter 11 Cases under the Bankruptcy Code
in the Bankruptcy Court pursuant to Listed Company Manual Section 802.01D.
The Company informed the NYSE that it does not intend to take any further action
to appeal the NYSE's decision. Therefore, it is expected that the Company's
common stock will be delisted after the completion of the NYSE's application to
the Securities and Exchange Commission (the "SEC") to delist the Company's
common stock.
On July 21, 2020, the Company's common stock began trading on the OTC Pink
Market under the symbol "BGGSQ". The transition does not affect the Company's
operations and does not change reporting requirements under SEC rules.
The Company cautions that trading in the Company's securities during the
pendency of the Chapter 11 Cases is highly speculative and poses substantial
risks. Trading prices for the Company's securities may bear little or no
relationship to the actual recovery, if any, by holders of the Company's
securities in the Chapter 11 Cases. The Company expects that its equity holders
will experience a complete loss on their investment, depending on the outcome of
the Chapter 11 process.
Cautionary Statement on Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements that
involve risks and uncertainties that could cause actual results to differ
materially from those projected in the forward-looking statements. The words
"anticipate", "believe", "estimate", "expect", "forecast", "intend", "plan",
"project", and similar expressions are intended to identify forward-looking
statements. The forward-looking statements are based on the Company's current
views and assumptions and involve risks and uncertainties that include, among
other things, the Company's expectation that equity holders will experience a
complete loss on their investment and other factors disclosed from time to time
in the Company's filings with the SEC or otherwise, including the factors
discussed in Item 1A, Risk Factors, of the Company's most recent Annual Report
on Form 10-K, the Company's Quarterly Reports on Form 10-Q and the Company's
Current Reports on Form 8-K, including those factors associated with the Chapter
11 Cases. The Company therefore cautions readers against relying on these
forward-looking statements. All forward-looking statements attributable to the
Company or persons acting on the Company's behalf are expressly qualified in
their entirety by the foregoing cautionary statements. All such statements speak
only as of the date made, and, except as required by law, the Company undertakes
no obligation to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.
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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
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