DRAFT OF 3/13/02 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 1934 Date of Report: March 15, 2002 (Date of earliest event reported: March 13, 2002) BRUNSWICK CORPORATION (Exact name of Registrant as Specified in Its Charter) Delaware 001-01043 36-0848180 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation of Organization) Identification Number) 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 Not Applicable (Former Name or Former Address, if Changed Since Last Report) ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On March 13, 2002, Brunswick Corporation (the "Company"), a Delaware corporation, terminated the engagement of Arthur Andersen LLP as its independent auditor. The decision to terminate the engagement of Arthur Andersen was recommended by the Company's Audit and Finance Committee and approved by its Board of Directors. Arthur Andersen's report on the financial statements of the Company for each of the years ended December 31, 2000, and December 31, 2001, did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended December 31, 2000, and December 31, 2001, and the interim period between December 31, 2001, and March 13, 2002, there were no disagreements between the Company and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Arthur Andersen, would have caused it to make reference to the subject matter of the disagreements in connection with its report. During the years ended December 31, 2000, and December 31, 2001, and the interim period between December 31, 2001, and March 13, 2002, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K promulgated by the Securities and Exchange Commission). A letter from Arthur Andersen is attached as Exhibit 16.1 to this Report. The Company has engaged Ernst & Young LLP as its new independent auditor, effective March 14, 2002. During the years ended December 31, 2000, and December 31, 2001, and the interim period between December 31, 2001, and March 13, 2002, the Company did not consult with Ernst & Young regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on the Company's financial statements or (iii) any matter that was either the subject of a disagreement (as described above) or a reportable event. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits Exhibit Number Description of Exhibit - ------ ---------------------- 16.1 Letter of Arthur Andersen LLP regarding change in certifying accountant. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BRUNSWICK CORPORATION By: /s/ VICTORIA J. REICH ----------------------------- Victoria J. Reich Chief Financial Officer Date: March 15, 2002 EXHIBIT INDEX Exhibit Number Description of Exhibit - ------ ---------------------- *16.1 Letter of Arthur Andersen LLP regarding change in certifying accountant. - ------------------------------ * Filed herewith.