Item 7.01. Regulation FD Disclosure.
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").
Capitalized terms used but not otherwise defined in this Current Report on Form
8-K have the meanings ascribed to them in the Current Report on Form 8-K filed
by the Company on October 13, 2020 with the Securities and Exchange Commission
(the "SEC").
On October 20, 2020, the Company filed its monthly operating report for the
period beginning August 24, 2020 and ending September 27, 2020 (the "Monthly
Operating Report") with the Bankruptcy Court. The Monthly Operating Report is
attached hereto as Exhibit 99.1 and is incorporated herein by reference. The
Monthly Operating Report and other filings with the Bankruptcy Court related to
the Chapter 11 Cases are available at a website administered by the Company's
noticing and claims agent, Kurtzman Carson Consultants LLC, at
http://www.kccllc.net/Briggs. The information set forth in Item 7.01 of this
Current Report on Form 8-K will not be deemed an admission as to the materiality
of any information required to be disclosed solely by Regulation FD.
In accordance with General Instruction B.2 of Form 8-K, the information being
furnished under this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any registration statement or other document
filed by the Company under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such
filing.
The Company expects that equity holders will experience a complete loss of their
investment and therefore cautions against trading in the Company's equity
securities.
Cautionary Statement about the Monthly Operating Report
The Company cautions investors and potential investors not to place undue
reliance upon the information contained in the Monthly Operating Report, which
was not prepared for the purpose of providing the basis for an investment
decision relating to any of the securities of the Company. The Monthly Operating
Report is limited in scope, covers a limited time period and has been prepared
solely for the purpose of complying with the monthly reporting requirements of
the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed
by independent accountants, was not prepared in accordance with generally
accepted accounting principles in the United States, is in a format prescribed
by applicable bankruptcy laws or rules, and is subject to future adjustment and
reconciliation. There can be no assurance that, from the perspective of an
investor or potential investor in the Company's securities, the Monthly
Operating Report is complete. Results set forth in the Monthly Operating Report
should not be viewed as indicative of future results.
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Cautionary Statement on Forward-Looking Statements
Various statements in this Current Report on Form 8-K, including those that
express a belief, expectation or intention, as well as those that are not
statements of historical fact, are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company's actual results may
differ materially from those anticipated in these forward-looking statements as
a result of certain risks and other factors, which include the following: risks
and uncertainties relating to the Chapter 11 Cases, including but not limited
to, the terms of and potential transactions contemplated by the Plan and
Disclosure Statement, including the timing of the filing by the Company of a
Form 15 with the SEC, the anticipated mailing date of the Solicitation
Materials, the Company's ability to obtain Bankruptcy Court approval with
respect to motions in the Chapter 11 Cases, the effects of the Chapter 11 Cases
on the Company and on the interests of various constituents, Bankruptcy Court
rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in
general, the duration of the Chapter 11 Cases, risks associated with third-party
motions in the Chapter 11 Cases, and the Company's ability to realize proceeds
from remaining assets; risks related to the trading of the Company's common
stock on the OTC Pink Market, particularly because the Plan provides that there
will not be sufficient funds or other assets to allow holders of the Company's
common stock to receive any distribution of value in respect of their equity
interests; risks relating to the Company's ability to obtain the requisite vote
of creditors to approve the Plan or Bankruptcy Court confirmation of the Plan;
the uncertainty as to when or whether the effective date of the Plan will occur
as currently expected by the Company; and the risk that the Chapter 11 Cases may
be converted to cases under chapter 7 of the Bankruptcy Code; as well as other
risk factors set forth in the Disclosure Statement included as Exhibit 99.2 to
the Company's Current Report on Form 8-K filed by the Company on October 13,
2020 with the SEC. 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The exhibit listed in the Exhibit Index below is filed as part of
this report.
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