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that all amounts held under such arrangements could be paid to
the participants in the event of a change in control of the
company.
During March 1989, rumors surfaced that Irwin Jacobs or Ron
Perlman might attempt to take over Brunswick. On March 30, 1989,
Dow Jones News Service reported that McManaman had dismissed the
rumors. Nevertheless, on March 31, 1989, Brunswick's Board of
Directors called a special meeting and decided to amend the
company's "poison pill" to provide, among other things, that if a
person or group were to acquire 15 percent or more of Brunswick's
common stock, other stockholders would be permitted to purchase
Brunswick common stock at a discount of 50 percent of market
price. On April 1, 1989, the New York Times reported that Mr.
Jacobs had denied that he was planning a takeover bid for
Brunswick. In April 1989, Brunswick amended its Employee Stock
Option Plan (ESOP) to permit the plan to borrow funds in order to
purchase Brunswick stock. Shortly after the amendment was
adopted, the ESOP obtained a bridge loan of $100 million,
guaranteed by Brunswick, and purchased 5,095,542 shares of
Brunswick common stock.
No formal hostile takeover attempt was initiated against
Brunswick during 1989 or 1990.
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