<SEC-DOCUMENT>0000950157-01-500642.txt : 20011018
<SEC-HEADER>0000950157-01-500642.hdr.sgml : 20011018
ACCESSION NUMBER:		0000950157-01-500642
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		6
REFERENCES 429:			gov.sec.edgar.dataobjects.object.PDSubFN429Data@9df7e62b
FILED AS OF DATE:		20011010

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BRUNSWICK CORP
		CENTRAL INDEX KEY:			0000014930
		STANDARD INDUSTRIAL CLASSIFICATION:	ENGINES & TURBINES [3510]
		IRS NUMBER:				360848180
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-71344
		FILM NUMBER:		1756355

	BUSINESS ADDRESS:	
		STREET 1:		ONE N FIELD CT
		STREET 2:		C/O MICHAEL SCHMITZ
		CITY:			LAKE FOREST
		STATE:			IL
		ZIP:			60045-4811
		BUSINESS PHONE:		8477354700

	MAIL ADDRESS:	
		STREET 1:		ONE N FIELD CT
		CITY:			LAKE FOREST
		STATE:			IL
		ZIP:			60045-4811

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BRUNSWICK BALKE COLLENDER CO
		DATE OF NAME CHANGE:	19660919
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>s-3.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>

   As filed with the Securities and Exchange Commission on October 10, 2001
                                                      Registration No. 333-
==============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                  FORM S-3
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                           BRUNSWICK CORPORATION
           (Exact name of registrant as specified in its charter)


         Delaware                                       36-0848180
(State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                  Identification No.)


                               1 N. Field Ct.
                      Lake Forest, Illinois 60045-4811
                               (847) 735-4700
       (Address, including zip code, and telephone number, including
          area code, of registrant's principal executive offices)
                        ---------------------------
                                Marschall Smith
                           Brunswick Corporation
                  Vice President, General Counsel and Secretary
                               1 N. Field Ct.
                      Lake Forest, Illinois 60045-4811
                               (847) 735-4700
          (Name, address, including zip code and telephone number,
                 including area code of agent for service)
                        ---------------------------
                              with copies to:
                            Ronald A. Cami, Esq.
                          Cravath, Swaine & Moore
                             825 Eighth Avenue
                             New York, NY 10019
                        ---------------------------

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this registration statement, as
determined by market conditions and other factors.
     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
     If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
                        ---------------------------
[Footnotes on next page]

<TABLE>
<CAPTION>

                                              CALCULATION OF REGISTRATION FEE
======================================================================================================================
TITLE OF                                                   PROPOSED              PROPOSED
EACH CLASS OF                                              MAXIMUM               MAXIMUM                AMOUNT OF
SECURITIES TO                      AMOUNT TO BE         OFFERING PRICE          AGGREGATE             REGISTRATION
BE REGISTERED                     REGISTERED(1)(3)        PER UNIT(3)       OFFERING PRICE(2)(3)        FEE(3)(12)
------------------------------- ------------------- --------------------- ---------------------- ---------------------
<S>                                    <C>                   <C>                   <C>                    <C>
Debt Securities (4)(8)
Preferred Stock (5)(8)
Depository Shares (6)(8)
Common Stock (7)(8)
Warrants (9)
Stock Purchase Contracts (10)
Stock Purchase Units (11)

    Total                        $450,000,000 (13)         100 %            $450,000,000 (13)      $112,500.00 (12)
=============================== =================== ===================== ====================== =====================
</TABLE>

PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS INCLUDED
IN THIS REGISTRATION STATEMENT RELATES TO THE SECURITIES REGISTERED UNDER THIS
REGISTRATION STATEMENT AND ALSO INCLUDES THE $150,000,000 UNSOLD PORTION OF
SECURITIES OF THE REGISTRANT PREVIOUSLY REGISTERED UNDER THE REGISTRANT'S
REGISTRATION STATEMENT ON FORM S-3 (NO. 333-9997). THIS REGISTRATION STATEMENT
CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRANT'S REGISTRATION
STATEMENT ON FORM S-3 (NO. 333-9997).

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

==============================================================================

<PAGE>


(1)  The amount to be registered is in United States dollars or the equivalent
     of United States dollars in one or more foreign currencies, foreign
     currency units or composite currencies. The securities registered under
     this registration statement may be sold separately, together or as units
     with other securities registered under this registration statement and
     may include hybrid securities consisting of a combination of features of
     any of the securities listed in the table.

(2)  The proposed maximum aggregate offering price has been estimated solely
     for the purpose of calculating the registration fee in accordance with
     Rule 457(o) of the Securities Act.

(3)  Pursuant to General Instruction II.D of Form S-3, this table lists each
     of the classes of securities being registered and the aggregate proceeds
     to be raised, but does not specify by each class information as to the
     amount to be registered, proposed maximum offering price per unit and
     proposed maximum aggregate offering price.

(4)  Subject to note (13) below, there is being registered under this
     registration statement an indeterminate principal amount of debt
     securities as may be sold from time to time.

(5)  Subject to note (13) below, there is being registered under this
     registration statement an indeterminate number of shares of preferred
     stock as may be sold from time to time.

(6)  Subject to note (13) below, there is being registered under this
     registration statement an indeterminate number of depository shares to be
     evidenced by depository receipts issued pursuant to a deposit agreement.
     In the event the Registrant elects to offer to the public fractional
     interests in shares of preferred stock registered under this registration
     statement, depository receipts will be distributed to those persons
     purchasing such fractional interests and the shares of preferred stock
     will be issued to the depository under the deposit agreement.

(7)  Subject to note (13) below, there is being registered under this
     registration statement an indeterminate number of shares of common stock,
     par value $0.75 per share, as may be sold from time to time. The common
     stock being registered under this registration statement also includes
     preferred stock purchase rights related to the common stock. An
     indeterminate number of shares of common stock may also be issued by the
     Registrant upon settlement of the stock purchase contracts or stock
     purchase units of the Registrant.

(8)  Subject to note (13) below, there is being registered under this
     registration statement an indeterminate number of shares of debt
     securities, preferred stock, depository shares and common stock, as shall
     be issuable upon conversion or redemption, or upon the exercise of
     warrants registered under this registration statement, of debt
     securities, preferred stock or depository shares, as the case may be,
     registered under this registration statement.

(9)  Subject to note (13) below, there is being registered under this
     registration statement an indeterminate amount and number of warrants,
     representing rights to purchase debt securities, preferred stock or
     common stock registered under this registration statement.

(10) Subject to note (13) below, there is being registered under this
     registration statement an indeterminate number of stock purchase
     contracts, as may be sold from time to time.

(11) Subject to note (13) below, there is being registered under this
     registration statement an indeterminate number of stock purchase units,
     as may be sold from time to time.

(12) The prospectus included in this registration statement also relates to
     the $150,000,000 unsold portion of securities previously registered under
     Brunswick Corporation's registration statement on Form S-3 (File No.
     333-9997). Brunswick Corporation initially filed registration statement
     No. 333-9997 on August 12, 1996.

(13) In no event will the aggregate offering price of all securities issued
     from time to time pursuant to this registration statement exceed
     $450,000,000 or the equivalent of $450,000,000 in one or more foreign
     currencies, foreign currency units or composite currencies.

                                    ii


<PAGE>


PROSPECTUS

                SUBJECT TO COMPLETION, DATED October 10, 2001

                                $600,000,000

                           BRUNSWICK CORPORATION

                              DEBT SECURITIES
                                COMMON STOCK
                              PREFERRED STOCK
                             DEPOSITORY SHARES
                          STOCK PURCHASE CONTRACTS
                            STOCK PURCHASE UNITS
                                  WARRANTS
           HYBRID SECURITIES COMBINING ELEMENTS OF THE FOREGOING

[The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer is not permitted.]


     This prospectus contains a general description of the securities that we
may offer for sale. The specific terms of the securities will be contained in
one or more supplements to this prospectus. Read this prospectus and any
supplement carefully before you invest.

     Our common stock is listed on the New York Stock Exchange under the
trading symbol "BC".

                        ---------------------------

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.







              The date of this prospectus is October 10, 2001.


<PAGE>


                             TABLE OF CONTENTS

About This Prospectus..................................................  2
Where You Can Find More Information....................................  3
Documents Incorporated by Reference....................................  3
Statement Regarding Forward-Looking Information........................  4
Description of Brunswick...............................................  5
Use of Proceeds........................................................  6
Ratio of Earnings to Fixed Charges.....................................  6
General Description of Securities......................................  6
Description of Debt Securities.........................................  7
Description of Capital Stock........................................... 15
Description of Depository Shares....................................... 18
Description of Warrants................................................ 22
Description of Stock Purchase Contracts and Stock Purchase Units....... 25
Plan of Distribution................................................... 25
Legal Opinions......................................................... 26
Experts................................................................ 26



                           ABOUT THIS PROSPECTUS

     To understand the terms of the securities offered by this prospectus, you
should carefully read this prospectus and any related prospectus supplement.
You should also read the documents referred to under the heading "Where You
Can Find More Information" for information on Brunswick Corporation and its
financial statements. Our principal offices are located at 1 N. Field Ct.,
Lake Forest, Illinois, 60045-4811 (telephone: 847-735-4700).

     We are filing this registration statement with the Securities and
Exchange Commission, or SEC, under a "shelf" registration procedure. Under
this procedure, we may offer and sell from time to time, any of the following
securities, in one or more series, in amounts that will provide up to
$600,000,000, or the equivalent in one or more foreign currencies, including
composite currencies, in initial aggregate public offering prices:

         debt securities,
         preferred stock,
         depository shares,
         common stock,
         warrants,
         stock purchase contracts,
         stock purchase units, and
         hybrid securities containing elements of the foregoing.

     The securities may be sold for United States dollars, foreign-denominated
currency or currency units. Amounts payable with respect to any securities may
be payable in United States dollars or foreign-denominated currency or
currency units as specified in the applicable prospectus supplement.

     This prospectus provides you with a general description of the securities
that we may offer. Each time we offer securities, we will provide you with a
prospectus supplement that will describe the specific amounts, prices and
terms of the securities being offered. The prospectus supplement may also add,
update or change information contained in this prospectus.

                                     2


<PAGE>


     The prospectus supplement may also contain information about any material
United States federal income tax considerations relating to the securities
covered by the prospectus supplement.

     We may sell securities to underwriters who will sell the securities to
the public on terms fixed at the time of sale. In addition, the securities may
be sold by us directly or through dealers or agents designated from time to
time. If we, directly or through agents, solicit offers to purchase the
securities, we reserve the sole right to accept and, together with our agents,
to reject, in whole or in part, any offer.

     The prospectus supplement will also contain, with respect to the
securities being sold, the names of any underwriters, dealers or agents,
together with the terms of offering, the compensation of any underwriters and
the net proceeds to us.


                    WHERE YOU CAN FIND MORE INFORMATION

     This prospectus incorporates documents by reference which are not
presented in or delivered with this prospectus.

     All documents that we file pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 after the date of this prospectus and
prior to the termination of the offering of the securities described in this
prospectus are incorporated by reference into and are deemed to be a part of
this prospectus from the date of filing of those documents.

     You should rely only on the information contained in this document or the
information to which you have been referred. We have not authorized anyone to
provide you with any additional information.

     The following documents, which we have filed with the Securities and
Exchange Commission, are incorporated by reference into this prospectus:

     o    Our Annual Report on Form 10-K for the year ended December 31, 2000,
          filed March 9, 2001; and

     o    Our quarterly reports on Form 10-Q for the quarterly periods ended
          March 31, 2001, filed May 14, 2001; and June 30, 2001, filed
          August 14, 2001.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference into this prospectus will be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or any other subsequently filed document that is
deemed to be incorporated by reference into this prospectus modifies or
supersedes the statement. Any statement so modified or superseded will not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.


                    DOCUMENTS INCORPORATED BY REFERENCE

     The documents incorporated by reference into this prospectus are
available from us upon your request. We will provide a copy of any and all of
the information that is incorporated by reference into this prospectus to any
person, without charge, upon written or oral request. If exhibits to the
documents incorporated by reference into this prospectus are not themselves
specifically incorporated by reference into this prospectus, then the exhibits
will not be provided.

                                     3


<PAGE>


     Requests for documents relating to us should be directed to:

                          Marschall Smith
                          Brunswick Corporation
                          1 N. Field Ct.
                          Lake Forest, Illinois 60045-4811
                          (847) 735-4700

     We have filed reports, proxy statements and other information with the
SEC. You may read and copy any materials that we file with the SEC at any of
the public reference facilities maintained by the SEC:

     o    450 Fifth Street, N.W., Washington, D.C. 20549; or
     o    300 West Madison Street, Suite 1400, Chicago, Illinois 60661.

You may also obtain copies of these materials by mail at prescribed rates from
the Public Reference Room of the SEC, 450 Fifth Street N.W., Washington, D.C.
20549. Call the SEC at 1-800-SEC-0330 for further information. The SEC also
maintains a website that contains reports, proxy statements and other
information about us. The address of the SEC website is http://www.sec.gov.

     You may also inspect reports, proxy statements and other information
concerning us at the New York Stock Exchange, Inc., 11 Broad Street, New York,
New York 10005; The Chicago Stock Exchange, One Financial Place, 440 South La
Salle Street, Chicago, Illinois 60605; the Pacific Exchange, Inc., 301 Pine
Street, San Francisco, California 94104; and The London Stock Exchange
Limited, The Stock Exchange, London EC2N 1HP, England.


              STATEMENT REGARDING FORWARD-LOOKING INFORMATION

     The SEC encourages companies to disclose forward-looking information so
that investors can better understand a company's future prospects and make
informed investment decisions. This prospectus contains such "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements may be made directly in this prospectus and may also
be made a part of this prospectus by reference to other documents filed with
the Securities and Exchange Commission by us, which is known as "incorporation
by reference".

     Words such as "anticipate", "estimate", "expect", "project", "intend",
"plan", "believe" and words and terms of similar substance used in connection
with any discussion of future operating or financial performance identify
forward-looking statements. All forward-looking statements are management's
current expectations of future events and are subject to a number of factors
and uncertainties that could cause actual results to differ materially from
those described in the forward-looking statements. Investors are cautioned not
to place undue reliance on the forward-looking statements, which speak only as
of the date of this prospectus or the date of the document incorporated by
reference into this prospectus. We are not under any obligation, and expressly
disclaim any obligation, to update or alter any forward-looking statements,
whether as a result of new information, future events or otherwise.

     Forward-looking statements included in this prospectus may involve
certain risks and uncertainties that may cause actual results to differ
materially from expectations as of the date of this filing. Particular risks
or uncertainties, if any, will be described in the applicable prospectus
supplement.

     All subsequent forward-looking statements attributable to us or any
person acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section.

                                     4


<PAGE>


                          DESCRIPTION OF BRUNSWICK

     We market and manufacture leading recreation brands including Mercury and
Mariner outboard engines; Mercury MerCruiser sterndrive and inboard engines;
Mercury Precision Parts and marine accessories; Sea Ray, Bayliner, Maxum and
Sealine pleasure boats; Baja high-performance boats; Boston Whaler and Trophy
offshore fishing boats; Princecraft deck and pontoon boats; Life Fitness,
Hammer Strength and ParaBody fitness equipment; Brunswick family bowling
centers, equipment and consumer products; and Brunswick billiards tables.

MERCURY MARINE GROUP

     The Mercury Marine Group markets and manufactures a full range of
outboard engines, sterndrives, inboard engines and propless water-jet
propulsion systems under the Mercury, Mariner, Mercury MerCruiser, Mercury
Racing, Mercury SportJet and Mercury Jet Drive brand names. A portion of
Mercury Marine's outboards, parts and accessories are sold to end-users
through marine retail dealers. The remaining outboard engines and virtually
all the sterndrives, inboard engines and water-jet propulsion systems are sold
either to independent boat builders or to our Brunswick Boat Group.

     The Mercury Marine Group manufactures and distributes in international
markets a range of aluminum, fiberglass and inflatable boats produced either
by, or for, Mercury in Australia, France, Norway, Poland, Portugal and Sweden.
These boats are marketed under the brand names Armor, Arvor, Askaladden,
Bermuda, Mercury, Ornvik, Quicksilver, Savage, Uttern and Valiant.

BRUNSWICK BOAT GROUP

     The Brunswick Boat Group markets and manufactures fiberglass pleasure
boats under the Sea Ray, Bayliner, Maxum and Sealine brands; high-performance
boats under the Baja brand; offshore fishing boats under the Boston Whaler and
Trophy brands; and deck and pontoon boats under the Princecraft brand. The
Brunswick Boat Group purchases outboard motors, gasoline sterndrives and
gasoline inboard engines from our Mercury Marine Group.

RECREATION BUSINESS

     Our Recreation business includes our Life Fitness exercise products and
our Brunswick Bowling & Billiards businesses.

     Life Fitness designs, markets and manufactures a full line of reliable,
high-quality cardiovascular fitness equipment (including treadmills, total
body cross trainers and stationary bikes) and strength-training fitness
equipment under the Life Fitness, Hammer Strength and ParaBody brands. Life
Fitness serves the commercial (health clubs, gyms, professional sports teams,
military, government, corporate and university facilities) and high-end
consumer markets.

     Brunswick Bowling & Billiards manufactures and designs bowling products,
including bowling balls and capital equipment, which includes bowling lanes,
automatic pinsetters, ball returns and furniture units. Brunswick Bowling &
Billiards also sells computerized bowling-scoring equipment.

     Brunswick Bowling & Billiards operates approximately 120 family bowling
centers in the United States, Canada and Europe, and its joint ventures
operate approximately 20 additional centers in Asia. Its bowling centers offer
bowling and, depending on size and location, the following activities and
services: billiards, video games, pro shops, children's playrooms, restaurants
and cocktail lounges. Brunswick Bowling & Billiards centers offer Cosmic
Bowling, a glow-in-the-dark bowling experience that transforms bowling into a
new and enhanced form of recreation.

                                     5


<PAGE>


     Brunswick Bowling & Billiards also designs and markets billiards tables,
billiards balls, cues and related accessories under our Brunswick brand.
Brunswick Bowling & Billiards serves the domestic and international commercial
and consumer billiards markets.


                              USE OF PROCEEDS

     Unless otherwise described in the applicable prospectus supplement, we
intend to use the net proceeds from the sale of the securities for general
corporate purposes, including repayment of existing debt, expansion of
existing businesses, acquisition of new businesses and investments in other
new business opportunities as they may arise. Pending such use, the net
proceeds may be temporarily invested in short-term investments.


                     RATIO OF EARNINGS TO FIXED CHARGES

     The following table sets forth our ratio of earnings to fixed charges for
the periods indicated:

                            Six Months
                          Ended June 30,         Year Ended December 31,
                          --------------   ------------------------------------
                           2001    2000     2000    1999    1998   1997   1996
                           ----    ----     ----    ----    ----   ----   ----
Ratio of earnings to
fixed charges              4.8x    6.5x     5.0x    4.0x    4.2x   3.9x   6.9x


     For purposes of computing the ratio of earnings to fixed charges,
earnings were calculated by adding:

     o    fixed charges (excluding capitalized interest) and
     o    earnings from continuing operations before income taxes;

and then subtracting:

     o    the undistributed earnings of affiliates.

Fixed charges consist of:

     o    interest and other financial charges;
     o    estimated interest portion of rental expense; and
     o    capitalized interest.


                     GENERAL DESCRIPTION OF SECURITIES

     We may offer under this prospectus: debt securities; common stock;
preferred stock; depository shares; stock purchase contracts; stock purchase
units; warrants to purchase debt securities, common stock or preferred stock;
or any combination of the foregoing, either individually or as units consisting
of two or more securities. The aggregate offering price of securities that we
offer under this prospectus will not exceed $600,000,000.

     The following description of the terms of these securities sets forth
some of the general terms and provisions of securities that we may offer. The
particular terms of securities offered by any prospectus supplement and the
extent, if any, to which the general terms set forth below do not apply to
those

                                     6


<PAGE>


securities, will be described in the related prospectus supplement. In
addition, if we offer securities as units, the terms of the units will be
described in the applicable prospectus supplement.


                       DESCRIPTION OF DEBT SECURITIES

     Our debt securities are to be issued under an Indenture dated as of March
15, 1987, between us and The Bank of New York, as successor trustee, a copy of
which is incorporated by reference into this registration statement as an
exhibit. The following summary of certain provisions of the Indenture does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, all the provisions of the Indenture, including the definitions
in the Indenture of certain terms. Wherever particular sections or defined
terms of the Indenture are referred to, it is intended that such sections or
defined terms shall be incorporated into this prospectus by reference. All
capitalized terms included in this summary shall have the same meanings
specifically set forth in the Indenture, which are generally summarized below
under the heading "Definitions of Certain Terms".

     Our debt securities may be issued as part of a stock purchase unit. Stock
purchase units are summarized in this prospectus under the heading
"Description of Stock Purchase Contracts and Stock Purchase Units".

GENERAL

     The Indenture does not limit the aggregate principal amount of the debt
securities or of any particular series of debt securities and provides that
debt securities may be issued from time to time in one or more series. The
Indenture provides that debt securities will be issued in fully registered
form in denominations which may be specified for each particular series, but
in the absence of such specification, shall be in denominations of $1,000 and
integral multiples of $1,000 or the equivalent of $1,000 in a
foreign-denominated currency. Under the Indenture, debt securities will be
unsecured and will rank on a parity with our other unsecured and
unsubordinated Indebtedness. Unless otherwise described in the prospectus
supplement relating to the debt securities of any particular series, there are
no covenants or provisions contained in the Indenture that may afford the
holders of our debt securities protection in the event of a highly leveraged
transaction involving us. Any such highly leveraged transaction may adversely
affect holders of our debt securities.

     Reference is made to the prospectus supplement relating to the debt
securities of any particular series for the following terms:

     o    the title of the debt securities;

     o    any limit on the aggregate principal amount of the debt
          securities;

     o    the date or dates on which the debt securities will mature;

     o    the rate or rates (which may be fixed or variable) per annum at
          which the debt securities will bear interest, if any, and the date
          from which any such interest will accrue;

     o    the times at which any such interest will be payable;

     o    the terms and conditions, if any, on which a particular series of
          debt securities shall be convertible into or exchangeable for,
          shares of any class or classes of our capital stock or of a third
          party, including the price or prices or the rate or rates of
          conversion or exchange and the method, if any, of adjusting the same
          and whether such conversion is mandatory or optional;

                                     7


<PAGE>


     o    the currency or currencies for which debt securities may be
          purchased and currency or currencies in which principal of and any
          interest on the debt security may be payable;

     o    if the currency for which debt securities may be purchased, or in
          which principal of and interest on the debt securities may be
          payable is at the purchaser's election, the manner in which such an
          election may be made;

     o    the dates, if any, on which, and the price or prices at which, the
          debt securities may, pursuant to any mandatory or optional sinking
          fund provisions, be redeemed by us and other detailed terms and
          provisions of any such sinking funds;

     o    the date, if any, after which, and the price or prices at which, the
          debt securities may, pursuant to any optional redemption provisions,
          be redeemed at our option or that of the holder of our debt
          security, and other detailed terms and provisions of any such
          optional redemption; and

     o    any other terms of the debt securities.

     Unless otherwise indicated in the prospectus supplement relating to a
particular series of the debt securities, principal, interest and premium, if
any, will be payable at offices or agencies that we will maintain in Chicago,
Illinois, the Borough of Manhattan in the City and State of New York and such
other place or places as we may designate pursuant to the provisions of the
Indenture; provided that, at our option, payment of any interest may be made
by check mailed to the address of the Person entitled to the interest as it
appears in the security register. Debt securities may be presented for
registration of transfer or exchange at the office of the trustee in the
Borough of Manhattan and at such other place or places as we may designate
pursuant to the provisions of the Indenture.

     Debt securities may be issued under the Indenture as original issue
discount debt securities to be offered and sold at a substantial discount from
the principal amount of the debt security. Special United States federal
income tax, accounting and other considerations applicable to the debt
securities will be described in the prospectus supplement relating to any such
original issue discount debt securities.

RESTRICTIONS ON SECURED DEBT

     The Indenture provides that we will not, and we will not cause or permit
a Restricted Subsidiary to, incur, issue, assume or guarantee any Secured Debt
unless the debt securities will be secured by any Mortgage which secures such
Secured Debt, so long as such Secured Debt or any other Indebtedness, except
for the debt securities, secured by such Mortgage shall exist, equally and
ratably with, or prior to, any and all other obligations and Indebtedness
which shall be so secured. The foregoing restrictions do not apply if after
giving effect to all such Secured Debt, the aggregate amount of such Secured
Debt would not exceed 10 percent of consolidated net tangible assets. The
aggregate Attributable Debt of the Sale and Leaseback Transactions in
existence at that time (excluding Sale and Leaseback Transactions the proceeds
of which shall have been or will be used to retire Funded Debt) shall be
included along with the aggregate amount of Secured Debt for the purposes of
the computations in the last sentence.

     In addition, the restriction in the last paragraph will not apply to the
following and the following will be excluded from constituting Secured Debt in
any computation described in the immediately preceding paragraph:

     o    any Mortgage on any property hereafter acquired or constructed by us
          or a Restricted Subsidiary to secure or provide for the payment of
          all or any part of the purchase price or construction cost of such
          property, including, but not limited to, any Indebtedness incurred
          by us or a Restricted Subsidiary prior to, at the time of, or within
          180 days after the later of the acquisition, the

                                     8


<PAGE>


          completion of construction (including any improvements on an
          existing property) or the commencement of commercial operation of
          such property, which Indebtedness is incurred for the purpose of
          financing all or any part of the purchase price of such property or
          construction or improvements on the property;

     o    the acquisition of property subject to any Mortgage upon such
          property existing at the time of acquisition of the property,
          whether or not assumed by us or such Restricted Subsidiary;

     o    any Mortgage existing on the property, outstanding shares of capital
          stock or Indebtedness, of a corporation at the time such corporation
          becomes a Restricted Subsidiary;

     o    Mortgages on property or shares of capital stock or Indebtedness of
          a corporation existing at the time such corporation is merged with
          or consolidated into us or a Restricted Subsidiary or at the time of
          a sale, lease or other disposition of the properties of a
          corporation or firm as an entirety or substantially as an entirety
          to us or a Restricted Subsidiary (provided, however, that no such
          Mortgage shall extend to any other of our property or such
          Restricted Subsidiary's property prior to such acquisition or to
          other property thereafter acquired other than additions or
          improvements to such acquired property);

     o    Mortgages on our property or a Restricted Subsidiary's property in
          favor or at the request of the United States of America or any state
          of the United States, or any department, agency or instrumentality
          or political subdivision of the United States of America or any
          state of the United States (including Mortgages to secure
          Indebtedness of the pollution control or industrial revenue bond
          type), in order to permit us or a Restricted Subsidiary to perform
          any contract or subcontract made by it with or at the request of any
          of the foregoing, or to secure partial, progress, advance or other
          payments pursuant to any tender, bid, contract, regulation or
          statute, or to secure any Indebtedness incurred for the purpose of
          financing all or any part of the purchase price or the cost of
          constructing or improving the property subject to such Mortgages;

     o    any Mortgage on any property or assets of any Restricted Subsidiary
          to secure Indebtedness owing by it to us or to a Restricted
          Subsidiary;

     o    any Mortgage existing on March 15, 1987;

     o    any extension, renewal or replacement (or successive extensions,
          renewals or replacements) in whole or in part of any Mortgage
          permitted by the foregoing, inclusive, provided, however, that the
          principal amount of Secured Debt secured by such Mortgage shall not
          exceed the principal amount of Secured Debt so secured at the time
          of such extension, renewal or replacement, and that such extension,
          renewal or replacement shall be limited to the property which
          secured the Mortgage so extended, renewed or replaced and additions
          or improvements to such property;

     o    carriers', warehousemen's, landlords', mechanics' and materialmen's
          Mortgages incurred in the ordinary course of our business or a
          Restricted Subsidiary for sums not yet due or being contested in
          good faith;

     o    Mortgages for taxes or assessments or governmental charges or levies
          on property owned by us or any of our Restricted Subsidiaries, if
          such taxes, assessments, governmental charges or levies shall not at
          the time be due and payable, or if the same thereafter can be paid
          without penalty, or if the same are being contested in good faith;

                                     9


<PAGE>


     o    Mortgages to secure payment of worker's compensation, customs duties
          or insurance premiums, to secure (or in lieu of) customs, surety or
          appeal bonds, and for purposes similar to any of the above in the
          regular course of business; and

     o    Mortgages created by or resulting from any litigation or legal
          proceeding which at the time is currently being contested in good
          faith.

RESTRICTIONS ON SALE AND LEASEBACK TRANSACTIONS

     The Indenture provides that we will not, and we will not permit any
Restricted Subsidiary to, enter into a Sale and Leaseback Transaction unless
either (1) we or such Restricted Subsidiary would be entitled, pursuant to the
provisions outlined in "Restrictions on Secured Debt", to incur Secured Debt
in an amount equal to the Attributable Debt of such Sale and Leaseback
Transaction without equally and ratably securing the debt securities, or (2)
we or such Restricted Subsidiary, within 120 days, apply an amount (which
amount shall equal the greater of (a) the net proceeds of the sale or transfer
of the property leased pursuant to such Sale and Leaseback Transaction or (b)
the fair value of such property at the time of entering into such Sale and
Leaseback Transaction as determined by our board of directors) to the
retirement (other than any mandatory retirement) of the Funded Debt as shown
on our and our Restricted Subsidiaries' most recent consolidated balance
sheet, which Funded Debt, in our case, is not subordinated to the prior
payment of the debt securities of any series. In lieu of applying all or any
part of such amount to the retirement of Funded Debt, we, at our option, may
reduce the amount which we shall be required to apply to such retirement by
(1) delivering to the Trustee debt securities theretofore purchased or
otherwise acquired by us or (2) receiving credit for debt securities
theretofore redeemed at our option or redeemed through optional sinking fund
payments, which debt securities have not previously been made the basis for
the reduction of a mandatory sinking fund payment. Any debt securities which
shall have been made the basis for a reduction in the amount of Funded Debt
required to be retired shall not be available as a credit against mandatory
sinking fund payments.

RESTRICTIONS ON MERGER, CONSOLIDATION AND SALE, TRANSFER OR LEASE OF ASSETS

     The Indenture provides that we shall not consolidate with or merge into
any other corporation, or sell, transfer or lease our properties and assets
substantially as an entirety to any Person, nor may any other Person
consolidate with or merge into us, or sell or transfer or lease its properties
and assets substantially as an entirety to us, unless (i) the Person, if other
than us, formed by or resulting from any such consolidation or merger or which
shall have purchased, received the transfer of, or leased, such property and
assets shall be a corporation organized and existing under the laws of the
United States of America, any state of the United States or the District of
Columbia and shall expressly assume, by a supplemental indenture, the payment
of the principal of, premium, and interest, in each case if any, on all the
debt securities and the performance and observance of the covenants of the
Indenture, (ii) immediately thereafter no event of default and no event which
after notice or lapse of time, or both, would become an event of default shall
have happened or be continuing, and (iii) if, as a result of consolidation,
merger, sale, transfer or lease, properties or assets of ours shall cause the
outstanding debt securities to be secured equally and ratably with, or prior
to, such Mortgage. Notwithstanding the provisions summarized in this
paragraph, we may, without complying with such provisions, sell, transfer or
lease all of our property and assets to another corporation organized and
existing under the laws of the United States of America or any state of the
United States or the District of Columbia if, immediately after giving effect
to such sale, transfer or lease and the receipt of the consolidation, such
corporation is one of our wholly-owned Restricted Subsidiaries and we would be
permitted under the Indenture to incur at least $1 of Secured Debt.

                                    10


<PAGE>


EVENTS OF DEFAULT

     The Indenture defines the following as events of default with respect to
any series of debt securities:

     o    a default for 30 days in payment of any interest installment due on
          the debt securities of such series;

     o    a default in payment of principal or premium, if any, on any of the
          debt securities of such series or in making any mandatory sinking
          fund payment with respect to debt securities of such series;

     o    a default in performance of any other covenant in the debt
          securities of such series or in the Indenture for 60 days after
          notice to us by the trustee, or to us and the trustee by the holders
          of at least 25 percent in aggregate principal amount of our
          outstanding debt securities of such series;

     o    certain events of our bankruptcy, insolvency and reorganization; or

     o    such additional events of default as may be established with respect
          to the debt securities of any series in the manner provided in the
          Indenture.

If an event of default occurs and is continuing, the trustee or the holders of
at least 25 percent of the aggregate principal amount of our outstanding debt
securities of such series may declare all the debt securities of such series
to be due and payable immediately, subject to the right of the holders of a
majority of the aggregate principal amount of the outstanding debt securities
of such series to waive such default and rescind such declaration in certain
limited circumstances.

     The Indenture contains a provision entitling the trustee, subject to the
duty of the trustee during default to act with the required standard of care,
to be indemnified by holders of the debt securities of any series before
proceeding to exercise any right or power under the Indenture at the request
of such holders. The Indenture also provides that the holders of a majority of
the aggregate principal amount of our outstanding debt securities of any
series may direct the time, method and place of conducting any proceeding for
any remedy available to the trustee, or exercising any trust or power
conferred on the trustee with respect to the debt securities of such series.

     The Indenture contains a covenant that we will file annually with the
trustee a certificate of no default or a certificate specifying any default
that exists.

MODIFICATION OF THE INDENTURE

     The Indenture contains provisions permitting us and the trustee, with the
consent of the holders of not less than 66 2/3 percent of the aggregate
principal amount of our outstanding debt securities of any series that would
be affected by any such supplemental indenture, to execute supplemental
indentures adding any provisions to or changing or eliminating any of the
provisions of the Indenture or modifying the rights of the holders of our debt
securities of such series, except that no such supplemental indenture may:

     o    extend the fixed maturity of any debt security;

     o    reduce the rate or extend the time of payment of any interest on a
          debt security;

     o    reduce the principal amount of the debt security or any premium on
          the debt security;

     o    extend the time of or reduce the amount of any mandatory sinking
          fund payment;

                                    11


<PAGE>


     o    change the currency of payment of such debt security; or

     o    impair the rights of the holder of such debt security to institute
          suit for the enforcement of any payment of principal, premium or
          interest, if any, on such debt security,

in each case without the consent of the holder of each such debt security so
affected. Further, no such supplemental indenture may reduce the aforesaid
percentage of debt securities of any series, the holders of which are required
to consent to any such supplemental indenture, without the consent of the
holders of all outstanding debt securities of such series.

DEFEASANCE AND DISCHARGE

     The Indenture provides that we, at our option:

     o    will be discharged from any and all obligations in respect of the
          debt securities (except for certain obligations such as
          obligations to (a) register the transfer or exchange of debt
          securities, (b) replace stolen, lost or mutilated debt securities;
          and (c) maintain paying agencies) and after such discharge the
          holders of debt securities shall look only to the trustee for
          payment from the deposit in trust of the debt security; or

     o    need not comply with certain restrictive covenants of the Indenture
          (including those described under "Restrictions on Secured Debt",
          "Restrictions on Sale and Leaseback Transactions" and "Restrictions
          on Merger, Consolidation and Sale, Transfer or Lease of Assets"),

in each case if we deposit with the trustee, in trust, money or U.S.
Government Obligations (or, in the case of debt securities denominated in a
foreign currency, Foreign Government Obligations), or any combination of U.S.
and Foreign Government Obligations, which through the payment of interest on
the debt security and principal of the debt security in accordance with their
terms will provide money in an amount sufficient to pay all the principal
(including any mandatory sinking fund payments) of and premium, if any, and
interest on the debt securities on the dates such installments of interest or
principal are due in accordance with the terms of the Indenture and the debt
securities, provided that the trustee shall have been irrevocably instructed
to apply such money or the proceeds of such U.S. Government Obligations (or
Foreign Government Obligations) to the payment of such installments of
principal of, and premium, if any, and interest with respect to the debt
securities.

     To exercise the option referred to in the first bullet of the preceding
paragraph, we are required to deliver to the trustee an opinion of outside
counsel of nationally recognized standing or a ruling from or published by the
United States Internal Revenue Service to the effect that the discharge would
not cause holders of debt securities to recognize income, gain or loss for
federal income tax purposes. To exercise the option referred to in the second
bullet of the preceding paragraph, we are not required to deliver to the
trustee an opinion of counsel or ruling to such effect. Defeasance provisions
relating to any debt securities denominated in euros will be set forth with
more particularity in the applicable prospectus supplement.

DEFINITIONS OF CERTAIN TERMS

     The following definitions are more fully set forth in article one of the
Indenture:

     "Attributable Debt" means, with respect to any Sale and Leaseback
Transaction at any particular time, the present value, discounted at a rate
per annum (compounded semi-annually) equal to the effective weighted-average
interest rate on the outstanding debt securities, of the obligation of the
lessee for rental payments (calculated in accordance with generally accepted
accounting principles) due during the remaining term of such lease (which may,
if in accordance with generally accepted accounting principles,

                                    12

<PAGE>


include any period for which such lease has been extended or may, at the
option of the lessee, be extended). Such rental payments shall not include
amounts payable by the lessee for maintenance and repairs, insurance, taxes,
assessments and similar charges. In case of any lease which is terminable by
the lessee upon the payment of a penalty, such rental payments shall also
include such penalty, but no rent shall be considered as required to be paid
under such lease subsequent to the first date upon which it may be so
terminated.

     "Consolidated Current Liabilities" means the aggregate of our and our
Restricted Subsidiaries' current liabilities appearing on our and our
Restricted Subsidiaries' most recent available consolidated balance sheet, all
in accordance with generally accepted accounting principles; but excludes any
of our and our Restricted Subsidiaries' obligations issued under a revolving
credit agreement or other similar agreement if the obligation issued under
such agreement matures by its terms within twelve months from the date of such
agreement. This exclusion does not apply to obligations that may be renewed,
extended, reborrowed or refunded at our or any of our Restricted Subsidiaries'
option for a term in excess of twelve months from the date of determination.

     "Consolidated Net Tangible Assets" means Consolidated Tangible Assets
after deduction of Consolidated Current Liabilities.

     "Consolidated Tangible Assets" means the aggregate of all of our and our
Restricted Subsidiaries' assets (including the value of all existing Sale and
Leaseback Transactions and any assets resulting from the capitalization of
other long-term lease obligations in accordance with generally accepted
accounting principles but excluding the value of assets or investment in any
of our Unrestricted Subsidiaries) appearing on our and our Restricted
Subsidiaries' most recent available consolidated balance sheet at net book
values, after deducting related depreciation, amortization and other valuation
reserves and excluding (a) any capital write-up resulting from reappraisals of
assets or of other investments after March 15, 1987, (other than a write-up of
any assets constituting part of the assets and business of another corporation
made in connection with the acquisition, direct or indirect, of the assets and
business of such other corporation), except as permitted in accordance with
generally accepted accounting principles, (b) treasury stock, and (c) patent
and trademark rights, goodwill, unamortized discounts and expenses and any
other intangible items, all in accordance with generally accepted accounting
principles.

     "Foreign Government Obligations" means direct non-callable obligations
of, or non-callable obligations guaranteed by, (a) a government other than
that of the United States of America or (b) an agency of a government other
than that of the United States of America for the payment of which obligations
or guarantee the full faith and credit of such government is pledged.

     "Funded Debt" of any corporation means any Indebtedness created, issued,
incurred, assumed or guaranteed by such corporation, whether secured or
unsecured, maturing more than one year after the date of determination of that
Indebtedness or which may by its terms be reborrowed, refunded, renewed or
extended to a time more than twelve months after the date of determination of
that Indebtedness.

     "Indebtedness" means (a) any obligation for borrowed money, (b) any
obligation representing the deferred purchase price of property other than
accounts payable arising in connection with the purchase of inventory or
equipment on terms customary in the trade, (c) any obligation, whether or not
assumed, secured by a Mortgage on, or payable out of the proceeds or
production from, property now owned or hereafter acquired by the obligor, and
(d) any obligation in respect of lease rentals which under generally accepted
accounting principles would be shown on our and our Restricted Subsidiaries'
consolidated balance sheet as a liability item other than a current liability.

     "Mortgage" means any mortgage, pledge, lien, charge, security interest,
conditional sale or other title retention agreement or other similar
encumbrance.

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<PAGE>


     "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision of such government or
agency.

     "Principal Property" means any of our and our Restricted Subsidiaries'
manufacturing plants or other facilities, whether now owned or hereafter
acquired, which, in the opinion of our board of directors, is of material
importance to the business conducted by us and our Restricted Subsidiaries as
a whole.

     "Restricted Subsidiary" means (a) any Subsidiary other than an
Unrestricted Subsidiary and (b) any Subsidiary which was an Unrestricted
Subsidiary but which, subsequent to March 15, 1987, is designated by our board
of directors to be a Restricted Subsidiary; provided, however, that we may not
designate any such Subsidiary to be a Restricted Subsidiary if we would
thereby breach any covenant contained in the Indenture (on the assumptions
that any outstanding Secured Debt of such Subsidiary was incurred at the time
of such designation and that any Sale and Leaseback Transaction to which such
Subsidiary is then a party was entered into at the time of such designation).

     "Sale and Leaseback Transaction" means the sale or transfer (except to us
or one or more Restricted Subsidiaries) of any Principal Property owned or
leased by us or any Restricted Subsidiary on a date which is more than 120
days after the later of (a) the date of acquisition of such Principal Property
or (b) the date on which construction of such Principal Property shall have
been completed and full operation of such Principal Property shall have
commenced, with the intention of leasing back such Principal Property (except
a lease for a term of no more than 3 years entered into with the intent that
the use by us or such Restricted Subsidiary will be discontinued on or before
the expiration of the 3-year term).

     "Secured Debt" means any Indebtedness which is secured by a Mortgage on
(a) any of our or our Restricted Subsidiaries' Principal Property or on (b)
any shares of capital stock or Indebtedness of any Restricted Subsidiary.

     "Subsidiary" means any corporation of which at least a majority of the
outstanding stock of such corporation having ordinary voting power to elect a
majority of directors of the corporation (irrespective of whether stock of any
other class or classes of such corporation shall have or might have voting
power by reason of the happening of any contingency) is at the time, directly
or indirectly, owned or controlled by us or by one or more of our
Subsidiaries, or by us and one or more Subsidiaries.

     "Unrestricted Subsidiary" means (a) any Subsidiary acquired or organized
after March 15, 1987, except for any such Subsidiary which is a successor,
directly or indirectly, to any Restricted Subsidiary, (b) any Subsidiary which
may acquire recreation centers from us or any Restricted Subsidiary and which
is principally engaged in the business of owning, leasing, operating or
constructing recreation centers, (c) any Subsidiary the principal business and
assets of which are located outside the United States of America, its
territories and possessions, (d) Centennial Assurance Company Ltd., a Bermuda
corporation, and (e) any Subsidiary substantially all the assets of which
consist of stock or Indebtedness of a Subsidiary or Subsidiaries of the
character described in clauses (a), (b) or (c), or identified in clause (d),
in each case unless and until any such Subsidiary shall have been designated
to be a Restricted Subsidiary pursuant to clause (b) of the definition of
"Restricted Subsidiary".

     "U.S. Government Obligations" means direct non-callable obligations of,
or non-callable obligations guaranteed by, (a) the United States of America or
(b) an agency of the United States of America for the payment of which
obligations or guarantee the full faith and credit of the United States is
pledged.

                                    14


<PAGE>


                        DESCRIPTION OF CAPITAL STOCK

GENERAL

     Our authorized capital stock consists of 200,000,000 shares of common
stock, par value $0.75 per share, of which approximately 102,538,000 shares
were issued and 87,636,000 were outstanding, as of June 30, 2001, and
12,500,000 shares of preferred stock, par value $0.75 per share, none of which
are issued or outstanding.

COMMON STOCK

     Each share of common stock is entitled to one vote at all meetings of
stockholders for the election of directors and all other matters submitted to
stockholder vote. The common stock does not have cumulative voting rights.
Accordingly, the holders of a majority of the outstanding shares of common
stock can elect all the directors if they choose to do so. Dividends may be
paid to the holders of common stock when, as and if declared by our board of
directors out of funds legally available for paying dividends. Our common
stock has no preemptive or similar rights. Upon the liquidation, dissolution
or winding up of our affairs, any assets remaining after provision for payment
of all liabilities would be distributed pro rata among holders of our common
stock. The shares of common stock currently outstanding are fully paid and
nonassessable. The shares of common stock outstanding are, and any shares of
our common stock offered by this prospectus will be upon issuance against full
payment of the purchase price of the common stock, fully paid and
nonassessable.

     Our certificate of incorporation contains provisions requiring, with some
exceptions, any merger, consolidation, disposition of assets or similar
business combination with a person who owns 5 percent or more of the shares of
our stock entitled to vote in elections of our directors to be approved by the
affirmative vote of the holders of two-thirds of the shares of our stock
entitled to vote in elections of directors which are not beneficially owned by
such person. The certificate of incorporation also requires, with some
exceptions, that two independent experts conclude that the terms of any such
merger, consolidation, disposition of assets or similar business combination
are fair to unaffiliated stockholders and that the opinion of these experts be
included in a proxy statement mailed to stockholders. The foregoing provisions
may be amended only by the affirmative vote of the holders of two-thirds of
the shares of common stock entitled to vote in the elections of our directors,
excluding any shares held by a person who owns 5 percent or more of the
outstanding shares.

     Our certificate of incorporation:

     o    divides our board of directors into three classes that serve
          staggered three-year terms;

     o    sets the number of directors at not less than six and not more than
          15;

     o    permits the number of directors to be increased or decreased within
          the foregoing range by vote of 80 percent of the directors or the
          holders of 80 percent of the outstanding shares of our stock
          entitled to vote in elections of directors;

     o    authorizes us to establish the procedures for advance notice for
          stockholder nominations of directors in our By-laws;

     o    permits such nomination procedures to be amended only by vote of 80
          percent of our directors or the holders of 80 percent of the
          outstanding shares of our common stock entitled to vote in elections
          of directors;

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<PAGE>


     o    gives our board of directors the exclusive power to fill interim
          vacancies and to determine the qualifications of directors;

     o    prohibits the removal of directors without cause;

     o    requires that stockholder action be taken at a meeting of our
          stockholders, except for action by written consents of the holders
          of preferred stock authorized by our board of directors; and

     o    requires the affirmative vote of the holders of 80 percent of our
          shares entitled to vote in elections of directors to amend the
          foregoing provisions.

PREFERRED STOCK PURCHASE RIGHTS

     On February 5, 1996, our board of directors declared a dividend
distribution of one preferred stock purchase right, or rights, for each
outstanding share of our common stock, pursuant to a Rights Agreement dated as
of February 5, 1996, by and between us and Harris Trust and Savings Bank.
Prior to the distribution date defined below, we will issue one right with
each new share of common stock so that all shares of common stock will have
rights attached. The following description does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement.

     Each holder of rights under the Rights Agreement (but only after the
occurrence of a distribution date) may, until April 1, 2006, purchase one
one-thousandth of a share of our Series A Junior Participating Preferred
Stock, par value $0.75 per share, which we refer to in this prospectus as the
Series A Preferred Stock, at a purchase price of $85 per one one-thousandth
share, subject to adjustment. The rights will be represented by common stock
certificates and will not be exercisable, or transferable apart from our
common stock, until the earlier to occur of (i) the tenth day after our first
public announcement that a person has become an acquiring person (as defined
below) or (ii) the fifteenth business day (or such later date as the board of
directors may decide prior to such time as any person becomes an acquiring
person) after the commencement of (or a public announcement of the intention
to make) a tender offer or exchange offer that would result in such person or
group beneficially owning a total of 15 percent or more of our outstanding
common stock (the earlier of such dates is called the distribution date).

     On the date that we announce that a person (other than us, any of our
subsidiaries or any of our or our subsidiaries' employee benefit plans)
together with related parties has acquired, or has obtained the right to
acquire, beneficial ownership of 15 percent or more of our outstanding common
stock (an acquiring person), each right under the Rights Agreement (other than
rights owned by the acquiring person and any transferees of the rights, each
of whose rights become void) will, subject to some exceptions, become a right
to buy, at the purchase price, that number of shares of our common stock
having a market value of twice the purchase price.

     Under specified circumstances in which we are acquired in a merger or
other business combination transaction, or 50 percent or more of our
consolidated assets or earning power are sold, each holder of rights under the
Rights Agreement, other than the acquiring person, has the right to buy, at
the purchase price, common stock of the acquiring company (us, if we are the
surviving entity) having a market value of twice the purchase price.

     The purchase price payable and the number of shares of our Series A
Preferred Stock or our common stock or other securities issuable upon exercise
of the rights are subject to adjustment in specified circumstances. At any
time prior to the time a person shall become an acquiring person, we may elect
to redeem the rights in whole, but not in part, at a price of $0.01 per right.
The rights will expire on April 1,

                                    16


<PAGE>


2006, unless we redeem them earlier. Until a right is exercised, the holder of
the right will have no rights as one of our stockholders, including, without
limitation, the right to vote or to receive dividends.

     The rights have certain anti-takeover effects. The rights will cause
substantial dilution to a person who attempts to acquire us without
conditioning any offer on the rights being redeemed or a substantial number of
rights being acquired. However, the rights will not interfere with a
transaction approved by our board of directors prior to the date upon which a
person has become a 15 percent stockholder, because the rights can be redeemed
until that time.

PREFERRED STOCK

     Under our certificate of incorporation, our board of directors may direct
the issuance of up to 12,500,000 shares of our preferred stock in one or more
series and with rights, preferences, privileges and restrictions, including
dividend rights, voting rights, conversion rights, terms of redemption and
liquidation preferences, that may be fixed or designated by our board of
directors pursuant to a certificate of designation without any further vote or
action by our stockholders. As of the date of this prospectus, the board of
directors had designated 150,000 shares of the preferred stock as Series A
Junior Participating Preferred Stock for possible issuance in connection with
the rights. No other designations have been made. The issuance of preferred
stock may have the effect of delaying, deferring or preventing a change in our
control. Preferred stock, upon issuance against full payment of the purchase
price for the preferred stock, will be fully paid and nonassessable. We may
issue preferred stock as part of a stock purchase unit. Stock purchase units
are summarized in this prospectus under "Description of Stock Purchase
Contracts and Stock Purchase Units". The specific terms of a particular series
of our preferred stock will be described in the prospectus supplement relating
to that series. The description of our preferred stock set forth below and the
description of the terms of a particular series of our preferred stock set
forth in the related prospectus supplement do not purport to be complete and
are qualified in their entirety by reference to the certificate of designation
relating to that series.

     The applicable prospectus supplement will contain a description of
certain United States federal income tax consequences relating to the purchase
and ownership of a series of preferred stock.

     The rights, preferences, privileges and restrictions of our preferred
stock of each series will be fixed by the certificate of designation relating
to such series. A prospectus supplement, relating to each series, will specify
the following terms of the preferred stock:

     o    the maximum number of shares to constitute the series and the
          distinctive designation of the series;

     o    the annual dividend rate, if any, on shares of the series, whether
          such rate is fixed or variable or both, the date or dates from which
          dividends will begin to accrue or accumulate and whether dividends
          will be cumulative;

     o    the price at and the terms and conditions on which the shares of the
          series may be redeemed, including the time during which shares of
          the series may be redeemed and any accumulated dividends on shares
          of the series that the holders of shares of the series shall be
          entitled to receive upon the redemption of the series;

     o    the liquidation preference, if any, and any accumulated dividends on
          the series, that the holders of shares of the series shall be
          entitled to receive upon the liquidation, dissolution or winding up
          of our affairs;

                                    17


<PAGE>


     o    whether or not the shares of the series will be subject to operation
          of a retirement or sinking fund, and, if so, the extent and manner
          in which any such fund shall be applied to the purchase or
          redemption of the shares of the series for retirement or for other
          corporate purposes, and the terms and provisions relating to the
          operation of such fund;

     o    the terms and conditions, if any, on which the shares of the series
          shall be convertible into, or exchangeable for, shares of any other
          class or classes of our capital stock or of a third party or of any
          other series of the same class, including the price or prices or the
          rate or rates of conversion or exchange and the method, if any, of
          adjusting the same and whether such conversion is mandatory or
          optional;

     o    the stated value of the shares of the series;

     o    the voting rights, if any, of the shares of the series;

     o    any or all other preferences and relative, participating, optional
          or other special rights or qualifications, limitations or
          restrictions of the series of preferred stock; and

     o    any other terms of the series.

     In the event of any voluntary liquidation, dissolution or winding up of
our affairs, the holders of any series of any class of our preferred stock
shall be entitled to receive in full out of our assets, including our capital,
before any amount shall be paid or distributed among the holders of our common
stock or any other of our shares ranking junior to such series, the amounts
fixed by our board of directors with respect to such series and set forth in
the applicable prospectus supplement plus an amount equal to all dividends
accrued and unpaid on the series to the date of payment of the amount due
pursuant to such liquidation, dissolution or winding up of our affairs. After
payment to our holders of the preferred stock of the full preferential amounts
to which they are entitled, our holders of preferred stock, as such, shall
have no right or claim to any of our remaining assets.

     If liquidating distributions shall have been made in full to all holders
of our preferred stock, our remaining assets shall be distributed among the
holders of any other classes or series of our capital stock ranking junior to
our preferred stock upon liquidation, dissolution or winding up, according to
their respective rights and preferences and in each case according to their
respective number of shares. The merger or consolidation of us into or with
any other corporation, or the sale, lease or conveyance of all or
substantially all of our assets, shall not constitute our dissolution,
liquidation or winding up.

                      DESCRIPTION OF DEPOSITORY SHARES

GENERAL

     We may offer depository receipts for depository shares, each of which
will represent a fractional interest in a share of a particular series of a
class of our preferred stock, as specified in the applicable prospectus
supplement. Preferred stock of each series of each class represented by
depository shares will be deposited under a separate deposit agreement among
us, the preferred stock depository named in the deposit agreement and the
holders from time to time of our depository receipts. Subject to the terms of
the deposit agreement, each owner of a depository receipt will be entitled, in
proportion to the fractional interest of a share of the particular series of a
class of our preferred stock represented by the depository shares evidenced by
such depository receipt, to all the rights and preferences of the preferred
stock represented by such depository shares (including dividend, voting,
conversion, redemption and liquidation rights).

                                    18


<PAGE>


     The depository shares will be evidenced by depository receipts issued
pursuant to the applicable deposit agreement. Immediately following our
issuance and delivery of the preferred stock to the preferred stock
depository, we will cause the preferred stock depository to issue, on our
behalf, the depository receipts. Copies of the applicable form of deposit
agreement and depository receipt may be obtained from us upon request.

DIVIDENDS AND OTHER DISTRIBUTIONS

     The preferred stock depository will distribute all cash dividends or
other cash distributions received in respect of the preferred stock to the
record holders of the depository receipts evidencing the related depository
shares in proportion to the number of such depository receipts owned by such
holder, subject to certain obligations of holders to file proofs, certificates
and other information and to pay certain charges and expenses to the preferred
stock depository.

     In the event of a distribution other than in cash, the preferred stock
depository will distribute property received by it to the record holders of
depository receipts entitled to the property, subject to certain obligations
of holders to file proofs, certificates and other information and to pay
certain charges and expenses to the preferred stock depository, unless the
preferred stock depository determines that it is not feasible to make such
distribution, in which case the preferred stock depository may, with our
approval, sell such property and distribute the net proceeds from such sale to
such holders.

WITHDRAWAL OF SHARES

     Upon surrender of the depository receipts at the corporate trust office
of the preferred stock depository (unless the related depository shares have
previously been called for redemption), the holders of the depository receipts
will be entitled to delivery at such office, to or upon such holder's order,
of the number of whole shares of preferred stock and any money or other
property represented by the depository shares evidenced by such depository
receipts. Holders of depository receipts will be entitled to receive whole
shares of the related preferred stock on the basis of the proportion of
preferred stock represented by each depository share as specified in the
applicable prospectus supplement, but holders of such preferred stock will not
thereafter be entitled to receive depository shares. If the depository
receipts delivered by the holder evidence a number of depository shares in
excess of the number of depository shares representing the number of shares of
preferred stock to be withdrawn, the preferred stock depository will deliver
to such holder at the same time a new depository receipt evidencing such
excess number of depository shares.

REDEMPTION OF DEPOSITORY SHARES

     Whenever we redeem preferred stock held by the preferred stock
depository, the preferred stock depository will redeem as of the same
redemption date the number of depository shares representing the preferred
stock so redeemed, provided we shall have paid in full to the preferred stock
depository the redemption price of the preferred stock to be redeemed plus an
amount equal to any accrued and unpaid dividends (except, with respect to
noncumulative shares of preferred stock, dividends for the current dividend
period only) of the preferred stock to the date fixed for redemption. The
redemption price per depository share will be equal to the redemption price
and any other amounts per share payable with respect to the preferred stock.
If less than all the depository shares are to be redeemed, the preferred stock
depository will select the depository shares to be redeemed by lot.

     After the date fixed for redemption, the depository shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of the depository receipts evidencing the depository shares so called
for redemption will cease, except the right to receive any moneys payable upon
such

                                    19


<PAGE>


redemption and any money or other property to which the holders of such
depository receipts were entitled upon such redemption upon surrender of the
depository receipts to the preferred stock depository.

VOTING OF THE UNDERLYING PREFERRED STOCK

     Upon receipt of notice of any meeting at which the holders of our
preferred stock are entitled to vote, the preferred stock depository will mail
the information contained in such notice of meeting to the record holders of
the depository receipts evidencing the depository shares which represent such
preferred stock. Each record holder of depository receipts evidencing
depository shares on the record date (which will be the same date as the
record date for the preferred stock) will be entitled to instruct the
preferred stock depository as to the exercise of the voting rights pertaining
to the amount of preferred stock represented by such holder's depository
shares. The preferred stock depository will vote the amount of preferred stock
represented by such depository shares in accordance with such instructions,
and we will agree to take all reasonable action which may be deemed necessary
by the preferred stock depository in order to enable the preferred stock
depository to do so. The preferred stock depository will abstain from voting
the amount of preferred stock represented by such depository shares to the
extent it does not receive specific instructions from holders of our
depository receipts evidencing such depository shares.

LIQUIDATION PREFERENCE

     In the event of our liquidation, dissolution or winding up, whether
voluntary or involuntary, each holder of our depository receipts will be
entitled to the fraction of the liquidation preference accorded each share of
preferred stock represented by the depository share evidenced by such
depository receipt, as set forth in the applicable prospectus supplement.

CONVERSION OF PREFERRED STOCK

     The depository shares, as such, are not convertible into our common stock
or any of our securities or property. Nevertheless, if so specified in the
applicable prospectus supplement relating to an offering of depository shares,
the depository receipts may be surrendered by depository receipt holders to
the preferred stock depository with written instructions to the preferred
stock depository instructing us to cause conversion of our preferred stock
represented by the depository shares evidenced by such depository receipts
into whole shares of common stock, other preferred stock or other shares of
our capital stock, and we have agreed that upon receipt of such instructions
and any amounts payable in respect of such instructions, we will cause the
conversion of the preferred stock represented by depository shares utilizing
the same procedures as those provided for delivery of preferred stock to
effect such conversion. If the depository shares evidenced by a depository
receipt are to be converted in part only, one or more new depository receipts
will be issued for any depository shares not to be converted. No fractional
shares of our common stock will be issued upon conversion, and if such
conversion will result in a fractional share being issued, an amount will be
paid in cash by us equal to the value of the fractional interest based upon
the closing price of our common stock on the last business day prior to the
conversion.

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

     The form of depository receipt evidencing the depository shares which
represent the preferred stock and any provision of the deposit agreement may
at any time be amended by agreement between us and the preferred stock
depository. However, any amendment that materially and adversely alters the
rights of the holders of depository receipts will not be effective unless such
amendment has been approved by the existing holders of at least a majority of
our depository shares evidenced by the depository receipts then outstanding.

                                    20


<PAGE>


     The deposit agreement may be terminated by us upon not less than 30 days'
prior written notice to the preferred stock depository if a majority of the
holders of each class of our depository shares affected by such termination
consents to such termination, whereupon the preferred stock depository shall
deliver or make available to each holder of depository receipts, upon
surrender of the depository receipts held by such holder, such number of whole
or fractional shares of our preferred stock as are represented by the
depository shares evidenced by such depository receipts. In addition, the
deposit agreement will automatically terminate if:

     o    all outstanding depository shares shall have been redeemed;

     o    there shall have been a final distribution in respect of the related
          preferred stock in connection with any liquidation, dissolution or
          winding up of us and such distribution shall have been distributed
          to the holders of depository receipts evidencing the depository
          shares representing such preferred stock; or

     o    each related share of preferred stock shall have been converted into
          our capital stock not so represented by depository shares.

CHARGES OF PREFERRED STOCK DEPOSITORY

     We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the deposit agreement. In addition, we will pay
the fees and expenses of the preferred stock depository in connection with the
performance of its duties under the deposit agreement. However, holders of our
depository receipts will pay the fees and expenses of the preferred stock
depository for any duties requested by such holders to be performed which are
outside of those expressly provided for in the deposit agreement.

RESIGNATION AND REMOVAL OF PREFERRED STOCK DEPOSITORY

     The preferred stock depository may resign at any time by delivering to us
notice of its election to do so, and we may at any time remove the preferred
stock depository. Any such resignation or removal shall take effect upon the
appointment of a preferred stock depository successor. A preferred stock
depository successor must be appointed within 60 days after delivery of the
notice of resignation or removal and must be a bank or trust company having
its principal office in the United States and having a combined capital and
surplus of at least $50,000,000.

MISCELLANEOUS

     The preferred stock depository will forward to holders of our depository
receipts any reports and communications from us that are received by the
preferred stock depository with respect to the related preferred stock.

     Neither we nor the preferred stock depository will be liable if we are
prevented from or delayed in, by law or any circumstances beyond our control,
performing our obligations under the deposit agreement. Our obligations and
the obligations of the preferred stock depository under the deposit agreement
will be limited to performing our respective duties under the deposit
agreement in good faith and without gross negligence or willful misconduct,
and neither we nor the preferred stock depository will be obligated to
prosecute or defend any legal proceeding in respect of any depository
receipts, depository shares or preferred stock represented by the depository
shares unless satisfactory indemnity is furnished. We and the preferred stock
depository may rely on written advice of counsel or accountants, or
information provided by persons presenting preferred stock represented by the
depository shares for deposit, holders

                                    21


<PAGE>


of depository receipts or other persons believed to be competent to give such
information, and on documents believed to be genuine and signed by a proper
party.

     If the preferred stock depository shall receive conflicting claims,
requests or instructions from any holders of depository receipts, on the one
hand, and us, on the other hand, the preferred stock depository shall be
entitled to act on such claims, requests or instructions received from us.


                          DESCRIPTION OF WARRANTS

          DESCRIPTION OF THE WARRANTS TO PURCHASE DEBT SECURITIES

     The following statements with respect to the debt warrants are summaries
of, and subject to, the detailed provisions of a debt warrant agreement to be
entered into by us and a debt warrant agent to be selected by us at the time
of issue, which debt warrant agreement may include or incorporate by reference
standard debt securities warrant provisions substantially in the form of the
standard debt securities warrant provisions incorporated into this
registration statement by reference.

GENERAL

     The debt warrants, evidenced by debt warrant certificates, may be issued
under the debt warrant agreement independently or together with any securities
offered by any prospectus supplement and may be attached to or separate from
such securities. If debt warrants are offered, the related prospectus
supplement will describe the designation and terms of the debt warrants,
including without limitation the following:

     o    the offering price, if any;

     o    the designation, aggregate principal amount and terms of the debt
          securities purchasable upon exercise of the debt warrants;

     o    if applicable, the date on and after which the debt warrants and the
          related securities will be separately transferable;

     o    the principal amount of debt securities purchasable upon exercise of
          one debt warrant and the price at which such principal amount of
          debt securities may be purchased upon exercise;

     o    the date on which the right to exercise the debt warrants shall
          commence and the date on which such right shall expire;

     o    a discussion of certain United States federal income tax
          considerations;

     o    whether the warrants represented by the debt warrant certificates
          will be issued in registered or bearer form;

     o    the currency, currencies or currency units in which the offering
          price, if any, and exercise price are payable;

     o    the antidilution provisions of the debt warrants; and

     o    any other terms of the debt warrants.

                                    22


<PAGE>


     Warrantholders do not have any of the rights of holders of debt
securities, including the right to receive the payment of principal of, or
interest on, the debt securities or to enforce any of the covenants of the
debt securities or the Indenture except as otherwise provided in the
Indenture.

EXERCISE OF DEBT WARRANTS

     Our debt warrants may be exercised by surrendering to our debt warrant
agent the debt warrant certificate with the form of election to purchase on
the reverse side of the debt warrant certificate properly completed and signed
by the warrantholder or its duly authorized agent (such signature(s) to be
guaranteed by a bank or trust company, a broker or dealer which is a member of
the National Association of Securities Dealers, Inc. or by a national
securities exchange), indicating the warrantholder's election to exercise all
or a portion of the debt warrants evidenced by the certificate. Surrendered
debt warrant certificates shall be accompanied by payment in full of the
exercise price, as set forth in the applicable prospectus supplement. Upon the
exercise of debt warrants, we will issue the debt securities in authorized
denominations in accordance with the instructions of the exercising
warrantholder. If less than all of the debt warrants evidenced by the debt
warrant certificate are exercised, a new debt warrant certificate will be
issued for the remaining number of debt warrants.

                  DESCRIPTION OF THE WARRANTS TO PURCHASE
                      COMMON STOCK OR PREFERRED STOCK

     The following statements with respect to the common stock warrants and
preferred stock warrants (collectively, the stock warrants) are summaries
of, and subject to, the detailed provisions of a stock warrant agreement to
be entered into by us and a stock warrant agent to be selected at the time
of issue, which stock warrant agreement may include or incorporate by
reference standard stock warrant provisions substantially in the form of
the standard stock warrant provisions incorporated into this registration
statement by reference.

GENERAL

     Our stock warrants, evidenced by stock warrant certificates, may be
issued under the stock warrant agreement independently or together with any
securities offered by any prospectus supplement and may be attached to or
separate from such securities. If stock warrants are offered, the related
prospectus supplement will describe the designation and terms of the stock
warrants, including without limitation the following:

     o    the offering price, if any;

     o    the designation and terms of our common stock or preferred stock
          purchasable upon exercise of the stock warrants;

     o    if applicable, the date on and after which our stock warrants and
          the related securities will be separately transferable;

     o    the number of shares of our common stock or preferred stock
          purchasable upon exercise of one stock warrant and the initial price
          at which such shares may be purchased upon exercise;

     o    the date on which the right to exercise the stock warrants shall
          commence and the date on which such right shall expire;

     o    a discussion of certain United States federal income tax
          considerations;

                                    23


<PAGE>


     o    the call provisions, if any;

     o    the currency, currencies or currency units in which the offering
          price, if any, and exercise price are payable;

     o    the antidilution provisions of the stock warrants; and

     o    any other terms of the stock warrants.

     The shares of common stock or preferred stock issuable upon exercise of
the stock warrants will, when issued in accordance with the stock warrant
agreement, be fully paid and nonassessable.

EXERCISE OF STOCK WARRANTS

     Our stock warrants may be exercised by surrendering to our stock warrant
agent the stock warrant certificate with the form of election to purchase on
the reverse side of the stock warrant certificate properly completed and
signed by the warrantholder, or its duly authorized agent (such signature(s)
to be guaranteed by a bank or trust company, a broker or dealer which is a
member of the National Association of Securities Dealers, Inc. or by a
national securities exchange), indicating the warrantholder's election to
exercise all or a portion of the stock warrants evidenced by the certificate.
Surrendered stock warrant certificates shall be accompanied by payment of the
aggregate exercise price of the stock warrants to be exercised, as set forth
in the applicable prospectus supplement. Upon receipt of the stock warrant
certificate by the stock warrant agent, the stock warrant agent will
requisition from the transfer agent for the common stock or the preferred
stock, as the case may be, for issuance and delivery to or upon the written
order of the exercising warrantholder, a certificate representing the number
of shares of common stock or preferred stock purchased. If less than all of
the stock warrants evidenced by any stock warrant certificate are exercised,
the stock warrant agent shall deliver to the exercising warrantholder a new
stock warrant certificate representing the unexercised stock warrants.

ANTIDILUTION AND OTHER PROVISIONS

     The exercise price payable and the number of shares of our common stock
or preferred stock purchasable upon the exercise of each of our stock warrants
and the number of our stock warrants outstanding will be subject to adjustment
in certain events, including the issuance of a stock dividend to our holders
of common stock or preferred stock, respectively, or a combination,
subdivision or reclassification of our common stock or preferred stock,
respectively. In lieu of adjusting the number of shares of our common stock or
preferred stock purchasable upon exercise of each of our stock warrants, we
may elect to adjust the number of our stock warrants. No adjustment in the
number of shares purchasable upon exercise of the stock warrants will be
required until cumulative adjustments require an adjustment of at least 1
percent. We may, at our option, reduce the exercise price at any time. No
fractional shares will be issued upon exercise of stock warrants, but we will
pay the cash value of any fractional shares otherwise issuable.
Notwithstanding the foregoing, in case of any consolidation, merger, sale or
conveyance of our property as an entirety or substantially as an entirety, the
holder of each of our outstanding stock warrants shall have the right to the
kind and amount of shares of stock and other securities and property,
including cash, receivable by a holder of the number of shares of our common
stock or preferred stock into which such stock warrants were exercisable
immediately prior to any such consolidation, merger, sale or conveyance of any
of our property.

NO RIGHTS AS STOCKHOLDERS

     Holders of our stock warrants will not be entitled, by virtue of being
such holders, to vote, to consent, to receive dividends, to receive notice as
stockholders with respect to any meeting of

                                    24


<PAGE>


stockholders for the election of our directors or any other matter, or to
exercise any rights whatsoever as our stockholders.


                  DESCRIPTION OF STOCK PURCHASE CONTRACTS
                          AND STOCK PURCHASE UNITS

     We may issue stock purchase contracts, which are contracts obligating
holders to purchase from us, and us to sell to the holders, a specified number
of shares of common stock or preferred stock at a future date or dates. The
price per share of common stock or preferred stock and the number of shares of
common stock or preferred stock may be fixed at the time the stock purchase
contracts are issued or may be determined by reference to a specific formula
set forth in the stock purchase contracts. The stock purchase contracts may be
issued separately or as stock purchase units consisting of a stock purchase
contract and debt securities, preferred stock or debt obligations of third
parties, including U.S. treasury securities, securing the holders' obligations
to purchase the common stock or preferred stock under the stock purchase
contracts. The stock purchase contracts may require us to make periodic
payments to the holders of the stock purchase units or vice versa, and such
payments may be unsecured, secured or prefunded on some basis to be specified
in the applicable prospectus supplement.

     The applicable prospectus supplement will describe the terms of the stock
purchase contracts or stock purchase units and, if applicable, collateral or
depository arrangements, relating to the stock purchase contracts or stock
purchase units.

     Material United States federal income tax considerations applicable to
the stock purchase units and the stock purchase contracts will be discussed in
the applicable prospectus supplement.


                            PLAN OF DISTRIBUTION

     We may sell the securities being offered under this prospectus (1)
directly to purchasers, (2) through agents, (3) through underwriters or a
group of underwriters or (4) through a combination of those methods of sale.
The applicable prospectus supplement with respect to the securities will
describe the terms of the offering of these securities and the method of
distribution of these securities.

     Offers to purchase securities may be solicited directly by us or by
agents designated by us from time to time. Unless otherwise indicated in the
prospectus supplement, any agent will be acting on a best efforts basis for
the period of its appointment (ordinarily five business days or less). Agents
may be entitled under agreements, which may be entered into with us to
indemnification by us against certain civil liabilities, including liabilities
under the Securities Act.

     If an underwriter or underwriters are utilized in the sale, we will enter
into an underwriting agreement with such underwriters at the time of sale to
them and the names of the underwriters and the terms of the transaction will
be set forth in the applicable prospectus supplement, which will be used by
the underwriters to make resales of the securities in respect of which this
prospectus is delivered to the public. The underwriters may be entitled, under
the underwriting agreement, to indemnification by us against certain
liabilities, including liabilities under the Securities Act.

     Any securities offered other than common stock will be a new issue of
securities with no established trading market. Any underwriters to whom such
securities are sold by us for public offering and sale may make a market in
such securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given as to the liquidity of or the trading markets for any such securities.

                                    25


<PAGE>


     The agents and underwriters may be deemed to be underwriters and any
discounts, commissions or concessions received by them from us or any profit
on the resale of securities by them may be deemed to be underwriting discounts
and commissions under the Securities Act. Any such person who may be deemed to
be an underwriter and any such compensation received from us will be described
in the applicable prospectus supplement. Agents and underwriters may be
customers of, engage in transactions with, or perform services for, us in the
ordinary course of business.

     The place and time of delivery for the securities that are described
generally in this prospectus will be set forth in the applicable prospectus
supplement.


                               LEGAL OPINIONS

     Certain legal matters in connection with the securities will be passed
upon for us by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue,
New York, NY 10019. The legality of the securities will be passed upon for any
underwriters as set forth in the prospectus supplement.


                                  EXPERTS

     The audited financial statements and schedules incorporated by reference
into this registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect to
the audited financial statements and schedules, and are included in this
registration statement in reliance upon the authority of Arthur Andersen LLP
as experts in giving said reports.

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                                  PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

     The following table sets forth the estimated expenses, other than
underwriting discounts and commissions, to be paid by the company in
connection with the issuance and distribution of the securities registered
hereby:


      SEC registration fee                              $112,500
      Printing and engraving costs                        30,000
      Legal fees and expenses                            150,000
      Accounting fees and expenses                       125,000
      Trustee fees and expenses                            5,000
      Rating agency fees                                 380,000
      Miscellaneous                                       22,500
                                                    ------------

                  Total                                 $825,000
                                                    ============

Item 15.  Indemnification of Officers and Directors.

     (A)  Section 145 of the Delaware General Corporation Law, under which we
          are organized, generally empowers a corporation, subject to certain
          limitations, to indemnify its officers, directors, employees and
          agents, or others acting in similar capacities for other entities at
          the request of the corporation, against certain expenses (including
          attorneys' fees), judgments, fines and other amounts that may be
          paid or incurred by them in their capacities as directors, officers,
          employees or agents of the corporation.

     (B)  The Certificate of Incorporation of the Registrant authorizes its
          Board of Directors to indemnify directors, officers, employees or
          agents of the Registrant to the fullest extent permitted by law.

     (C)  The Registrant's By-laws authorize its Board of Directors to
          indemnify directors, officers, employees and agents of the
          Registrant in the same circumstances set forth in the Certificate of
          Incorporation. The Registrant's By-laws also authorize it to
          purchase liability insurance on behalf of its directors, officers,
          employees and agents and to enter into indemnity agreements with its
          directors, officers, employees and agents.

     (D)  The Registrant has entered into indemnification agreements with its
          directors and its officers which provide broader indemnification
          than the indemnification specifically available under Section 145 of
          the Delaware General Corporation Law. The agreements provide that
          the Registrant will indemnify its directors and its officers to the
          fullest extent permitted by its Certificate of Incorporation (and
          that is otherwise lawful) against expenses (including attorneys'
          fees), judgments, fines, taxes, penalties and settlement payments
          incurred by reason of the fact that they were directors or officers
          of the Registrant. Unlike Section 145 of the Delaware General
          Corporation Law, this indemnification would, to the extent that it
          is lawful, cover judgments, fines and amounts paid in settlement of
          claims against the director or officer by or in the right of the
          Registrant.

                                   II-1


<PAGE>


     (E)  The Registrant is the owner of an insurance policy which covers it
          for losses incurred pursuant to indemnification obligations set
          forth above during any policy year, subject to specified exclusions,
          terms and conditions. The policy also covers the officers and
          directors of the Registrant for certain of such losses if they are
          not indemnified by the Registrant.

     (F)  The Registrant is also the owner of an insurance policy which would
          reimburse it for certain losses incurred by it pursuant to its
          fiduciary obligations under the Employee Retirement Income Security
          Act of 1974, subject to specified exclusions, terms and conditions.
          This policy also covers the officers, directors and employees of the
          Registrant for certain of their losses incurred as fiduciaries under
          the Act, subject to specified exclusions, terms and conditions.

     (G)  Under the terms of the Equity Underwriting Agreement and the Debt
          Underwriting Agreement filed as exhibits to this registration
          statement, directors, certain officers and controlling persons of
          the Registrant are entitled to indemnification under certain
          circumstances including proceedings under the Securities Act of 1933
          and the Securities Exchange Act of 1934.

Item 16.  Exhibits.

1.1            Form of Equity Underwriting Agreement*

1.2            Form of Debt Underwriting Agreement*

3.1            Restated Certificate of Incorporation of Brunswick Corporation
               (incorporated by reference to Exhibit 19.2 to Brunswick's
               Quarterly Report on Form 10-Q for the quarterly period ended
               June 30, 1987)

3.2            Certificate of Designation, Preferences and Rights of Series A
               Junior Participating Preferred Stock of Brunswick Corporation
               (incorporated by reference to Exhibit 3.2 to Brunswick's Annual
               Report on Form 10-K for the year ended December 31, 1995)

3.3            Brunswick Corporation By-laws (incorporated by reference to
               Exhibit 3 to Brunswick's Quarterly Report on Form 10-Q for the
               quarterly period ended March 31, 2000)

4.1            Indenture dated as of March 15, 1987, between Brunswick
               Corporation and Continental Illinois National Bank and Trust
               Registrant of Chicago (incorporated by reference to Exhibit 4.1
               to Brunswick's Quarterly Report on Form 10-Q for the quarterly
               period ended March 31, 1987)

4.2            Rights Agreement dated as of February 5, 1996, between
               Brunswick Corporation and Harris Trust and Savings Bank
               (incorporated by reference to Exhibit 1 to Brunswick's
               Registration Statement for Preferred Share Purchase Rights on
               Form 8-A, dated March 13, 1996)

4.3            Form of Standard Stock Warrant Provisions*


                                   II-2


<PAGE>


4.4            Form of Standard Debt Warrant Provisions*

4.5            Form of Corporate Unit Certificate**

4.6            Form of Remarketing Agreement**

4.7            Form of Pledge Agreement**

4.8            Form of Stock Purchase Contract**

4.9            Instrument of Resignation, Appointment and Acceptance signed
               May 25, 2000, by and among Brunswick, Harris Trust and Savings
               Bank and The Bank of New York

5.1            Opinion of Cravath, Swaine & Moore

12.1           Statement regarding computation of ratio of earnings to fixed
               charges

23.1           Consent of Arthur Andersen LLP

23.2           Consent of Cravath, Swaine & Moore (included in its opinion
               filed as Exhibit 5.1)

24.2           Powers of Attorney (included on the signature page of this
               Registration Statement)

25.1           Statement of Eligibility of Trustee on Form T-1 for Harris
               Trust and Savings Bank

*              Incorporated by reference to Brunswick's Registration Statement
               on Form S-3 (Registration No. 333-9997), declared effective by
               the Securities and Exchange Commission on December 2, 1996

**             To be filed by Amendment

Item 17.   Undertakings.

          (A) The Registrant hereby undertakes:

          (1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

          (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

          (ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of

                                   II-3


<PAGE>


securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement; and

          (iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

          provided, however, that paragraphs (1) (i) and (ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;

          (2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and

          (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          (B) The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with this prospectus, to each person to whom the prospectus is
sent or given, the last annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim information.

          (C) The Registrant hereby undertakes that:

          (1) for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective; and

          (2) for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

          (D) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

                                   II-4


<PAGE>


                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this amended
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Lake Forest, Illinois on October 10,
2001.

                                               BRUNSWICK CORPORATION
                                               By: /s/ Peter G. Leemputte
                                                   -----------------------
                                                   Name:  Peter G. Leemputte
                                                   Title: Vice President and
                                                          Controller

     Each of the undersigned directors and officers of the Registrant hereby
severally constitutes and appoints Victoria J. Reich and Peter G. Leemputte,
and each of them, as attorneys-in-fact for the undersigned, in any and all
capacities, with full power of substitution, to sign any amendments to this
registration statement (including post-effective amendments) and any
subsequent registration statement filed by Brunswick Corporation pursuant to
Rule 462(b) of the Securities Act of 1933, and to file the same with exhibits
thereto and other documents in connection therewith with the Securities and
Exchange Commission, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact, or either of them, may
lawfully do or cause to be done by virtue hereof.

       Signature                         Title                   Date

/s/ George W. Buckley        Chairman and Chief Executive   October 10, 2001
--------------------------   Officer (Principal Executive
(George W. Buckley)          Officer), and Director

/s/ Victoria J. Reich        Senior Vice President and      October 10, 2001
--------------------------   Chief Financial Officer
(Victoria J. Reich)          (Principal Financial Officer)

/s/ Peter G. Leemputte       Vice President and Controller  October 10, 2001
--------------------------   (Principal Accounting Officer)
(Peter G. Leemputte)

/s/ Nolan D. Archibald                 Director             October 10, 2001
--------------------------
(Nolan D. Archibald)

/s/ Dorritt J. Bern                    Director             October 10, 2001
--------------------------
(Dorritt J. Bern)

/s/ Jeffrey L. Bleustein               Director             October 10, 2001
--------------------------
(Jeffrey L. Bleustein)

/s/ Michael J. Callahan                Director             October 10, 2001
--------------------------
(Michael J. Callahan)


                              II-5

<PAGE>



/s/ Manuel A. Fernandez                Director             October 10, 2001
--------------------------
(Manuel A. Fernandez)

/s/ Peter B. Hamilton                  Director             October 10, 2001
--------------------------
(Peter B. Hamilton)

/s/ Peter Harf                         Director             October 10, 2001
--------------------------
(Peter Harf)

/s/ Jay W. Lorsch                      Director             October 10, 2001
--------------------------
(Jay W. Lorsch)

/s/ Bettye Martin Musham               Director             October 10, 2001
--------------------------
(Bettye Martin Musham)

/s/ Robert L. Ryan                     Director             October 10, 2001
--------------------------
(Robert L. Ryan)

/s/ Roger W. Schipke                   Director             October 10, 2001
--------------------------
(Roger W. Schipke)


                                   II-6


<PAGE>


EXHIBIT NO.                     EXHIBIT

1.1            Form of Equity Underwriting Agreement*

1.2            Form of Debt Underwriting Agreement*

3.1            Restated Certificate of Incorporation of Brunswick Corporation
               (incorporated by reference to Exhibit 19.2 to Brunswick's
               Quarterly Report on Form 10-Q for the quarterly period ended
               June 30, 1987)

3.2            Certificate of Designation, Preferences and Rights of Series A
               Junior Participating Preferred Stock of Brunswick Corporation
               (incorporated by reference to Exhibit 3.2 to Brunswick's Annual
               Report on Form 10-K for the year ended December 31, 1995)

3.3            Brunswick Corporation By-laws (incorporated by reference to
               Exhibit 3 to Brunswick's Quarterly Report on Form 10-Q for the
               quarterly period ended March 31, 2000)

4.1            Indenture dated as of March 15, 1987, between Brunswick
               Corporation and The Bank of New York as successor to Harris
               Trust and Savings and Continental Illinois National Bank and
               Trust Company of Chicago (incorporated by reference to Exhibit
               4.1 to Brunswick's Quarterly Report on Form 10-Q for the
               quarterly period ended March 31, 1987)

4.2            Rights Agreement dated as of February 5, 1996, between
               Brunswick Corporation and Harris Trust and Savings Bank
               (incorporated by reference to Exhibit 1 to Brunswick's
               registration statement for Preferred Share Purchase Rights on
               Form 8-A, dated March 13, 1996)

4.3            Form of Standard Stock Warrant Provisions*

4.4            Form of Standard Debt Warrant Provisions*

4.5            Form of Corporate Unit Certificate**

4.6            Form of Remarketing Agreement**

4.7            Form of Pledge Agreement**

4.8            Form of Stock Purchase Contract**

4.9            Instrument of Resignation, Appointment and Acceptance signed as
               of May 25, 2000, by and among Brunswick, Harris Trust and
               Savings Bank and The Bank of New York

5.1            Opinion of Cravath, Swaine & Moore

12.1           Statement regarding computation of ratio of earnings to fixed
               charges

23.1           Consent of Arthur Andersen LLP


                                   II-7


<PAGE>


23.2           Consent of Cravath, Swaine & Moore (included in its opinion
               filed as Exhibit 5.1)

24.2           Powers of Attorney (included on the signature page of this
               registration statement)

25.1           Statement of Eligibility of Trustee on Form T-1 for Bank of New
               York

*              Incorporated by reference to Brunswick's registration statement
               on Form S-3 (Registration No. 333-9997), declared effective by
               the Securities and Exchange Commission on December 2, 1996

**             To be filed by Amendment


                                     II-8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>ex4-9.txt
<DESCRIPTION>INDENTURE
<TEXT>

===============================================================================

                           BRUNSWICK CORPORATION

                                    AND

                   CONTINENTAL ILLINOIS NATIONAL BANK AND
                          TRUST COMPANY OF CHICAGO.

                                    Trustee



                               -------------



                                 Indenture

                         Dated as of March 15, 1987



                               -------------


===============================================================================

<PAGE>


     No successor trustee shall accept appointment as provided in this Section
8.11 unless at the time of such acceptance such successor trustee shall be
qualified under the provision of Section 8.08 and eligible under the
provisions of Section 8.09.

     Upon acceptance of appointment by a successor trustee as provided in this
Section 8.11, the Company shall mail notice of the succession of such trustee
hereunder to all holders of Securities of any series for which such successor
trustee is acting as trustee as the names and addresses of such holders appear
on the registry books. If the Company fails to mail such notice in the
prescribed manner within 10 days after the acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed
at the expense of the Company.

     SECTION 8.12. Succession by Merger, etc. Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to
which the Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder without the execution or filing of any
paper or any further act on the part of any of the parties hereto.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall
have been authenticated but not delivered, any such successor to the Trustee
may adopt the certificate of authentication of any predecessor trustee, and
deliver such Securities so authenticated; and in case at that time any of the
Securities of any series shall not have been authenticated, any successor to
the Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor trustee; and in all such
cases such certificates shall have the full force which it is anywhere in the
Securities of such series or in this Indenture provided that the certificates
of the Trustee shall have, provided, however, that the right to adopt the
certificate of authentication of any predecessor trustee or authenticate
Securities of any series in the name of any predecessor trustee shall apply
only to its successor or successors by merger, conversion or consolidation.

     SECTION 8.13. Limitations on Rights of Trustee as a Creditor. (a) Subject
to the provisions of Section 8.13(b), if the Trustee shall be or shall become
a creditor, directly or indirectly, secured or unsecured, of the Company or of
any other obligor on the Securities within four months prior to a default, as
defined in Section 8.13(c), or subsequent to such a default, then, unless and
until such default shall be cured, the Trustee shall set apart and hold in a
special account for the benefit of the Trustee individually, the holders of
the Securities and the holders of other indenture securities [as defined in
paragraph (2) of Section 8.13(c)]:


<PAGE>


                       HARRIS TRUST AND SAVINGS BANK
                     HARRIS TRUST COMPANY OF CALIFORNIA
                      HARRIS TRUST COMPANY OF NEW YORK


     WHEREAS, Harris Trust and Savings Bank ("Harris Illinois"), Harris Trust
Company of California ("Harris California"), and Harris Trust Company of New
York ("Harris New York") (collectively, the "Harris Entities") have
transferred substantially all of their corporate trust business to The Bank of
New York ("BNY") as assignee of CTC Illinois Trust Company (the name which is
expected to be changed to BNY Midwest Trust Company in the near future)
("CTC") pursuant to a Transfer and Assumption Agreement dated January 31, 2000
(the "Transfer Agreement") by and among CTC and The Bank of New York Company,
Inc. ("Buyer Parent") and the Harris Entities and Harris Bankcorp, Inc.

     WHEREAS, in order to facilitate the transfer of the corporate trust
business and to permit CTC, BNY and their affiliate, BNY Western Trust Company
("BNY Western") to act as agent of the Harris Entities pursuant to Section
4.11 of the Transfer Agreement, the Harris Entities have agreed to provide
certain employees of CTC, BNY and BNY Western with the authority to sign
documentation related to certain of the corporate trust business transferred
under the Transfer Agreement.

     NOW, THEREFORE, Harris Illinois, Harris California and Harris New York,
each hereby appoint each of the persons whose name, title and signature
appears on Exhibit A attached hereto (each such person being referred to as an
"Authorized Signer") as its lawful attorney-in-fact for the purpose of
executing in the name of Harris Illinois, Harris California and Harris New
York, as the case may be, all certificates, instruments, and other documents
related to or necessary for the discharge of Harris Illinois', Harris
California's, and Harris New York's, as the case may be, duties of trustee or
agent by BNY, CTC or BNY Western under any indentures and other financing
documents and all activities incident thereto related to any Restricted Trust
or Agency agreement. Each Authorized Signer may act individually. Terms not
defined herein shall have meanings assigned to them in the Transfer Agreement.

     The indemnification provisions set forth in Article 8 of the Transfer
Agreement shall apply to the rights granted herein to BNY, as the Buyer, for
purposes of Section 8.2(d) of the Transfer Agreement. In addition to the
foregoing, for the purposes of the authorizations granted hereunder; (i) Buyer
Parent agrees to indemnify and hold harmless the Harris Entities as if BNY
Western and CTC each were a "Buyer" under Section 8.2(d) of the Transfer
Agreement and (ii) BNY Western and CTC agree to severally, but not jointly,
indemnify and hold harmless the Harris Entities as if BNY Western and CTC each
were a "Buyer" under Section 8.2(d) of the Transfer Agreement.

     This Power of Attorney is coupled with an interest, is irrevocable, and
shall remain in effect until May 8, 2002.


<PAGE>


     IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney
as of May 25, 2000.

HARRIS TRUST AND SAVINGS BANK               HARRIS TRUST COMPANY OF NEW YORK

/s/ Kevin O'Healey                          /s/ Kevin O'Healey
-----------------------------------         ---------------------------------


HARRIS TRUST COMPANY OF CALIFORNIA

/s/ Kevin O'Healey
-----------------------------------


Agreed to and accepted as of May ___, 2000,
with respect to the indemnification obligations
set forth in the fourth paragraph hereof.


THE BANK OF NEW YORK COMPANY, INC.

/s/ Bruce Van Saun
-----------------------------------


THE BANK OF NEW YORK

/s/ Karen B. Peetz
-----------------------------------


CTC ILLINOIS TRUST COMPANY

/s/ Brian Jirak
-----------------------------------


BNY WESTERN TRUST COMPANY

/s/ M.K. Klugman
-----------------------------------


<PAGE>



                 BANK OF NEW YORK/HARRIS BANK TRANSITIONAL


                             Signing Authority



New York Office


Officer                  Title                         Specimen Signature
-------                  -----                         ------------------

John Barbera             Vice President                /s/ John Barbera

Kelly A. Sheahan         Vice President                /s/ Kelly A. Sheahan

Mary Beth A. Lewicki     Vice President                /s/ Mary Beth A. Lewicki

Douglas MacInnes         Vice President                /s/ Douglas MacInnes

Hector S. Herrera        Vice President                /s/ Hector S. Herrera

Suzanne J. MacDonald     Vice President & Asst. Secy.  /s/ Suzanne J. MacDonald


<PAGE>


                 BANK OF NEW YORK/HARRIS BANK TRANSITIONAL


                             Signing Authority



California Office


Officer                  Title                         Specimen Signature
-------                  -----                         ------------------

Rose C. Bystrom          Vice President                /s/ Rose C. Bystrom

Eladia Burgos            Vice President                /s/ Eladia Burgos

Milly P. Canessa         Assistant Treasurer           /s/ Milly P. Canessa


<PAGE>


                 BANK OF NEW YORK/HARRIS BANK TRANSITIONAL


                             Signing Authority



Chicago Office


Officer                  Title                         Specimen Signature
-------                  -----                         ------------------


Officer                  Title                         Specimen Signature

Robert D. Foltz          Vice President                /s/ Robert D. Foltz

Judith L. Bartolini      Vice President                /s/ Judith L. Bartolini

Frank A. Pierson         Vice President                /s/ Frank A. Pierson

Marian E. Onisehak       Assistant Vice President      /s/ Marian E. Onisehak

Rory Nowskowski          Assistant Vice President      /s/ Rory Nowskowski

Megan Carmody            Assistant Vice President      /s/ Megan Carmody

Diane Moser              Assistant Vice President      /s/ Diane Moser

Daniel G. Donovan        Assistant Vice President      /s/ Daniel G. Donovan

Daryl L. Pamykela        Assistant Vice President      /s/ Daryl L. Pamykela

Carolyn C. Potter        Assistant Vice President      /s/ Carolyn C. Potter


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>ex5-1.txt
<DESCRIPTION>OPINION LETTER
<TEXT>




           [Form of Exhibit 5 Opinion of Cravath, Swaine & Moore]






                              [Letterhead of]

                          CRAVATH, SWAINE & MOORE
                             [New York Office]



                                                            October 10, 2001


                           Brunswick Corporation


Dear Ladies and Gentlemen:

          We have acted as counsel for Brunswick Corporation, a Delaware
corporation (the "Company") in connection with the Registration Statement
on Form S-3 (the "Registration Statement") filed by the Company
(Registration No. 333-       ) with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933 (the "Securities Act"),
on the date hereof, with respect to (i) debt securities of the Company (the
"Debt Securities"); (ii) shares of preferred stock, $0.75 par value per
share, of the Company (the "Preferred Stock"); (iii) depository shares
evidenced by depository receipts representing shares of Preferred Stock of
the Company (the "Depository Shares"); (iv) shares of common stock, $0.75
par value per share, of the Company (the "Common Stock"); (v) warrants to
purchase any of the Debt Securities, Preferred Stock or Common Stock
(collectively, the "Warrants"); and (vi) contracts to purchase shares of
Common Stock or Preferred Stock (the "Stock Purchase Contracts"). The Debt
Securities, Preferred Stock, Depository Shares, Common Stock, Warrants and
Stock Purchase Contracts are referred to herein collectively as the
"Securities". The Securities being registered under


<PAGE>


                                                                          2


the Registration Statement will be offered on a delayed basis pursuant to
the provisions of Rule 415 under the Securities Act.

          Unless otherwise provided in any prospectus supplement forming a
part of the Registration Statement (i) any series of the Debt Securities
will be issued under an Indenture (the "Indenture") between the Company and
The Bank of New York, as successor trustee to Harris Trust and Savings Bank
(as successor to First Trust of Illinois, National Association as the
successor to Bank of America of Illinois, formerly known as Continental
Illinois National Bank and Trust Company of Chicago) (the "Trustee"),
substantially in the form to be incorporated by reference into the
Registration Statement as an exhibit; (ii) any series of the Preferred
Stock will be issued under the Restated Certificate of Incorporation, as
amended, of the Company (the "Restated Certificate of Incorporation") and a
Certificate of Designations (the "Certificate of Designations"); (iii) any
shares of the Common Stock are to be issued under the Certificate of
Incorporation; and (iv) any Warrants will be issued under one or more
Warrant Agreements (each, a "Warrant Agreement") to be entered into between
the Company and warrant agents to be named by the Company (each, a "Warrant
Agent").

          In connection with the foregoing, we have examined originals, or
copies certified or otherwise identified to our satisfaction of such
documents, corporate records and other instruments as we have deemed
necessary or appropriate for the purposes of our opinion including: (i) the
Restated Certificate of Incorporation (ii) the By-laws, as amended to the
date hereof, of the Company; (iii) the form of Indenture to be incorporated
by reference into the Registration Statement as an exhibit; and (iv) the
resolutions of the Board of Directors of the Company authorizing the
registration of the Securities.

          Based upon and subject to the foregoing and assuming that (i) the
Registration Statement and any amendments thereto will have become
effective and will comply with all applicable laws at the time the
Securities are offered or issued as contemplated by the Registration
Statement; (ii) a prospectus supplement or term sheet will have been
prepared and filed with the Commission describing the Securities offered
thereby and will comply with all


<PAGE>


                                                                          3


applicable laws; (iii) all Securities will be issued and sold in compliance
with applicable federal and state securities laws and in the manner stated
in the Registration Statement and the appropriate prospectus supplement or
term sheet; and (iv) a definitive purchase, underwriting or similar
agreement and any other necessary agreement with respect to any Securities
offered or issued under the Registration Statement will have been duly
authorized and validly executed and delivered by the Company and the other
parties thereto, we are of the opinion as follows:

          1. Based solely on a certificate from the Secretary of State of
     the State of Delaware, the Company is a corporation validly existing
     and in good standing under the laws of the State of Delaware.

          2. With respect to the Debt Securities to be issued under the
     Indenture, when (A) the Trustee has duly executed and delivered the
     Indenture, (B) the Indenture has been validly executed and delivered
     by the Company to the Trustee, (C) the Board of Directors of the
     Company or a duly constituted and acting committee thereof (such Board
     of Directors or committee thereof being hereinafter referred to as the
     "Board") has taken all necessary corporate action to approve the
     issuance and terms of a particular series of such Debt Securities, the
     terms of the offering thereof and related matters, and (D) such Debt
     Securities have been duly executed, authenticated, issued and
     delivered in accordance with the provisions of the Indenture and the
     applicable definitive purchase, underwriting or similar agreement
     approved by the Board upon payment of the consideration therefor
     provided for therein, such Debt Securities will be validly issued and
     will constitute valid and binding obligations of the Company
     enforceable against the Company, in accordance with their terms
     (subject to applicable bankruptcy, insolvency, reorganization,
     fraudulent conveyance, moratorium or other similar laws affecting
     creditors' rights generally from time to time in effect and subject to
     general principles of equity, regardless of whether such is considered
     in a proceeding in equity or at law).


<PAGE>


                                                                          4


          3. With respect to shares of the Preferred Stock, when (A) the
     Board has taken all necessary corporate action to approve the issuance
     and terms of a particular series of shares of the Preferred Stock, the
     terms of the offering thereof and related matters including the
     adoption of a Certificate of Designations relating to such shares of
     the Preferred Stock and the filing of such Certificate of Designations
     with the Secretary of State of the State of Delaware and (B)
     certificates representing such shares of the Preferred Stock have been
     duly executed, countersigned, registered and delivered either (i) in
     accordance with the applicable definitive purchase, underwriting or
     similar agreement approved by the Board upon payment of the
     consideration therefor (which consideration is not less than the par
     value of the Preferred Stock) provided for therein or (ii) upon
     conversion or exercise of any other Security, in accordance with the
     terms of such Security or the instrument governing such Security
     providing for such conversion or exercise as approved by the Board,
     for consideration approved by the Board (which consideration is not
     less than the par value of the Preferred Stock), then such shares of
     the preferred Stock will be validly issued, fully paid and
     nonassessable.

          4. With respect to the Depository Shares, when (A) the Board has
     taken all necessary corporate action to approve the issuance and terms
     of the Depository Shares, the terms of the offering thereof, and
     related matters, including the adoption of a Certificate of
     Designations relating to the Preferred Stock underlying such
     Depository Shares and the filing of the Certificate of Designations
     with the Secretary of State of the State of Delaware, (B) the Deposit
     Agreement or agreements relating to the Depository Shares and the
     related depository receipts have been duly authorized and validly
     executed and delivered by the Company and the Depository appointed by
     the Company, (C) the shares of Preferred Stock underlying such
     Depository Shares have been deposited with a bank or trust company
     (which meets the requirements for the Depository set forth in the
     Registration Statement) under the applicable definitive purchase,
     underwriting or similar agreement approved by the Board upon


<PAGE>


                                                                          5


     payment of the consideration therefor provided for therein, the
     Depository Shares will be validly issued.

          5. With respect to shares of the Common Stock, when (A) the Board
     has taken all necessary corporate action to approve the issuance of
     and the terms of the offering of shares of the Common Stock and
     related matters and (B) certificates representing shares of the Common
     Stock have been duly executed, countersigned, registered and delivered
     either (i) in accordance with the applicable definitive purchase,
     underwriting or similar agreement approved by the Board upon payment
     of the consideration therefor (which consideration is not less than
     the par value of the Common Stock) provided for therein or (ii) upon
     conversion or exercise of any other Security, in accordance with terms
     of such Security or the instrument governing such Security providing
     for such conversion or exercise as approved by the Board, for the
     consideration approved by the Board (which consideration is not less
     than the par value of the Common Stock), then such shares of the
     Common Stock will be validly issued, fully paid and nonassessable.

          6. With respect to the Warrants, when (A) the Board has taken all
     necessary corporate action to approve the creation of and the issuance
     and terms of the Warrants, the terms of the offering thereof, and
     related matters, (B) the Warrant Agreement or Agreements relating to
     the Warrants have been duly authorized and validly executed and
     delivered by the Company and the Warrant Agent appointed by the
     Company, and (C) the Warrants or certificates representing the
     Warrants have been duly executed, countersigned, registered and
     delivered in accordance with the appropriate Warrant Agreement or
     Agreements and the applicable definitive purchase, underwriting or
     similar agreement approved by the Board upon payment of the
     consideration therefor provided for therein, the Warrants will be
     validly issued.

          7. With respect to the Stock Purchase Contracts, when (A) the
     Board has taken all necessary corporate action to approve the creation
     of and the issuance and terms of the Stock Purchase Contracts, (B) the
     Stock Purchase Contract and agreements


<PAGE>


                                                                          6


     relating to the Stock Purchase Contracts have been duly authorized and
     validly executed and delivered by the Company and the other parties
     thereto and (C) the Stock Purchase Contracts have been duly executed,
     countersigned, registered and delivered in accordance with the
     appropriate Stock Purchase Contract and related agreements and the
     applicable, definitive purchase, underwriting or similar agreement
     approved by the Board upon payment of the consideration therefor
     provided therein, the Stock Purchase Contracts will be valid, binding
     and legal obligations of the Company in accordance with their terms
     (subject to applicable bankruptcy, insolvency, reorganization,
     fraudulent conveyance, moratorium or other similar laws affecting
     creditors' rights generally from time to time in effect and subject to
     general principles of equity, regardless of whether such is considered
     in a proceeding in equity or at law).

          We are admitted to practice in the State of New York, and we
express no opinion as to any matters governed by any law other than the law
of the State of New York, the General Corporation Law of the State of
Delaware and the Federal law of the United States of America.



<PAGE>


                                                                             7


          We are aware that we are referred to under the heading "Legal
Opinions" in the prospectus forming a part of the Registration Statement
and that we may be referred to under a similar heading in a prospectus
supplement filed after the effective date of the Registration Statement. We
hereby consent to such use of our name therein and the filing of this
opinion as Exhibit 5 to the Registration Statement. In giving this consent,
we do not hereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the Rules and
Regulations of the Commission promulgated thereunder.



                                       Very truly yours,



                                       Cravath, Swaine & Moore




Brunswick Corporation
   1 N. Field Court
      Lake Forest, Illinois 60045-9811



O


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12.1
<SEQUENCE>5
<FILENAME>ex12-1.txt
<DESCRIPTION>COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TEXT>
<TABLE>
                                                                                                      EXHIBIT 12.1

BRUNSWICK CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN MILLIONS)

<CAPTION>
                                                     SIX MONTHS
                                                    ENDED JUNE 30                YEAR ENDED DECEMBER 31
                                                  ------------------     ----------------------------------------
                                                    2001      2000         2000    1999     1998    1997    1996
                                                  -------   --------     -------- ------   ------  ------  ------
<S>                                               <C>       <C>          <C>      <C>      <C>     <C>     <C>
EARNINGS AS ADJUSTED
       Earnings from continuing operations        $ 81.0    $142.2       $ 202.2  $143.1   $154.4  $111.3  $160.6
Plus:  Income tax provision                         48.6      85.4         121.1    76.2     90.9    62.5    90.3
       Interest and other financial charges
         included in expense                        27.7      35.2          67.6    61.0     62.7    51.3    33.4
       Interest portion of rent expense              6.2       6.2          12.5    11.3     11.0     8.9     8.8
       Dividends received from less-than 50%
         owned affiliates                            -         -             0.1     0.1      0.1     -       -
Less:  Equity in earnings of less-than 50%
         owned affiliates                            0.5       -             0.2     0.2      0.2     0.2     -
                                                  -------   --------     -------- ------   ------  ------  ------
                                                  $164.0    $269.0       $ 403.7  $291.9   $319.3  $234.2  $293.1
                                                  =======   ========     ======== ======   ======  ======  ======
FIXED CHARGES
       Interest and other financial charges       $ 27.7    $ 35.2       $  67.6  $ 61.0   $ 62.7  $ 51.3  $ 33.4
       Interest portion of rent expense              6.2       6.2          12.5    11.3     11.0     8.9     8.8
       Capitalized interest                          -         -             -       0.6      2.0     -       -
                                                  -------   --------     -------- ------   ------  ------  ------
                                                  $ 33.9    $ 41.4       $  80.1  $ 72.9   $ 75.7  $ 60.2  $ 42.2
                                                  =======   ========     ======== ======   ======  ======  ======

RATIO OF EARNINGS TO FIXED CHARGES                   4.8x      6.5x          5.0x    4.0x     4.2x    3.9x    6.9x
                                                  -------   --------     -------- ------   ------  ------  ------

(a)  For computation of the ratio of earnings to fixed charges, "earnings" have been calculated by adding fixed
     charges (excluding capitalized interest) to earnings from continuing operations before income taxes and then
     deducting the undistributed earnings of affiliates. Fixed charges consist of interest expense, estimated
     interest portion of rental expense and capitalized interest.
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>6
<FILENAME>ex23-1.txt
<DESCRIPTION>CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
<TEXT>


                                                        [Arthur Andersen Logo]





                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS




As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 23, 2001
included in the Company's Form 10-K for the year ended December 31, 2000 and to
all references to our Firm included in this registration statement.



Arthur Andersen LLP


Chicago Illinois
October 10, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>7
<FILENAME>ex25-1.txt
<DESCRIPTION>FORM T-1
<TEXT>


==============================================================================

                                  FORM T-1

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                          STATEMENT OF ELIGIBILITY
                 UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                  CORPORATION DESIGNATED TO ACT AS TRUSTEE

                    CHECK IF AN APPLICATION TO DETERMINE
                    ELIGIBILITY OF A TRUSTEE PURSUANT TO
                           SECTION 305(b)(2) [ ]

                           =====================

                         BNY MIDWEST TRUST COMPANY
               (formerly known as CTC Illinois Trust Company)
            (Exact name of trustee as specified in its charter)

Illinois                                               36-3800435
(State of incorporation                                (I.R.S. employer
if not a U.S. national bank)                           identification no.)

2 N. LaSalle Street
Suite 1020
Chicago, Illinois                                      60602
(Address of principal executive offices)               (Zip code)

                           =====================

                           BRUNSWICK CORPORATION
            (Exact name of obligor as specified in its charter)

Delaware                                               36-0848180
(State or other jurisdiction of                        (I.R.S. employer
incorporation or organization)                         identification no.)

1 N. Field Ct.
Lake Forest, Illinois                                  60045-4811
(Address of principal executive offices)               (Zip code)

                           =====================

                              Debt Securities
                    (Title of the indenture securities)


==============================================================================


<PAGE>



1.   GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
     TRUSTEE:

     (A)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
          WHICH IT IS SUBJECT.

------------------------------------------------------------------------------
            Name                                    Address
------------------------------------------------------------------------------

Office of Banks & Trust Companies of      500 E. Monroe Street
the State of Illinois                     Springfield, Illinois 62701-1532

Federal Reserve Bank of Chicago           230 S. LaSalle Street
                                          Chicago, Illinois 60603

     (B)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2.   AFFILIATIONS WITH OBLIGOR.

     IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
     AFFILIATION.

     None.

16.  LIST OF EXHIBITS.

     1.   A copy of Articles of Incorporation of BNY Midwest Trust Company
          (formerly CTC Illinois Trust Company, formerly Continental Trust
          Company) as now in effect. (Exhibit 1 to Form T-1 filed with the
          Registration Statement No. 333-47688.)

     2,3. A copy of the Certificate of Authority of the Trustee as now in
          effect, which contains the authority to commence business and a
          grant of powers to exercise corporate trust powers. (Exhibit 2 to
          Form T-1 filed with the Registration Statement No. 333-47688.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
          T-1 filed with the Registration Statement No. 333-47688.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with the Registration Statement No.
          333-47688.)

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or
          examining authority.

                                    -2-


<PAGE>



                                 SIGNATURE

          Pursuant to the requirements of the Act, the Trustee, BNY Midwest
Trust Company, a corporation organized and existing under the laws of the
State of Illinois, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in
The City of Chicago, and State of Illinois, on the 31st day of May, 2001.

                                         BNY Midwest Trust Company

                                         By:   /s/ D. G. DONOVAN
                                            --------------------------------
                                            Name:  D. G. DONOVAN
                                            Title: ASSISTANT VICE PRESIDENT













                                    -3-



<PAGE>



                                 SIGNATURE

          Pursuant to the requirements of the Act, the Trustee, BNY Midwest
Trust Company, a corporation organized and existing under the laws of the
State of Illinois, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in
The City of Chicago, and State of Illinois, on the 31st day of May, 2001.

                                         BNY Midwest Trust Company

                                         By:   /s/ D.G. DONOVAN
                                            --------------------------------
                                            Name:  D.G. DONOVAN
                                            Title: ASSISTANT VICE PRESIDENT



<PAGE>



                      OFFICE OF BANKS AND REAL ESTATE
                    Bureau of Banks and Trust Companies

                      CONSOLIDATED REPORT OF CONDITION
                                     OF

                         BNY Midwest Trust Company
                         208 West Jackson Boulevard
                                 Suite 700
                          Chicago, Illinois 60606

Including the institution's domestic and foreign subsidiaries completed as
of the close of business on September 30, 2000, submitted in response to
the call of the Office of Banks and Real Estate of the State of Illinois.

                  ASSETS                                 Thousands of Dollars
                 --------                                --------------------

1.  Cash and Due from Depository Institutions...........         23,538

2.  U.S. Treasury Securities............................            -0-

3.  Obligations of States and Political Subdivisions....            -0-

4.  Other Bonds, Notes and Debentures...................            -0-

5.  Corporate Stock.....................................            -0-

6.  Trust Company Premises, Furniture, Fixtures and
    Other Assets Representing Trust Company
    Premises ...........................................            234

7.  Leases and Lease Financing Receivables..............            -0-

8.  Accounts Receivable.................................          3,706

9.  Other Assets........................................

    (Itemize amounts greater than 15% of Line 9)

         Goodwill and Intangibles ................49,497

                                                                 49,681

10. TOTAL ASSETS........................................         77,159


                                                                Page 1 of 3



<PAGE>



                      OFFICE OF BANKS AND REAL ESTATE
                    Bureau of Banks and Trust Companies

                      CONSOLIDATED REPORT OF CONDITION
                                     OF

                         BNY Midwest Trust Company
                         208 West Jackson Boulevard
                                 Suite 700
                          Chicago, Illinois 60606

           LIABILITIES                                  Thousands of Dollars
           -----------                                  --------------------
11. Accounts Payable ...................................            -0-

12. Taxes Payable ......................................            -0-

13. Other Liabilities for Borrowed Money ...............          7,000

14. Other Liabilities ..................................

    (Itemize amounts greater than 15% of Line 14)

        Reserve for Taxes ........................2,853

                                                                  3,289

15. TOTAL LIABILITIES                                            10,289

          EQUITY CAPITAL
          --------------

16. Preferred Stock ....................................            -0-

17. Common Stock........................................          2,000

18. Surplus.............................................         62,130

19. Reserve for Operating Expenses .....................            -0-

20. Retained Earnings (Loss) ...........................          2,740

21. TOTAL EQUITY CAPITAL ...............................         66,870

22. TOTAL LIABILITIES AND EQUITY CAPITAL ...............         77,159


                                                                Page 2 of 3



<PAGE>


I, Robert L. De Paola, Vice President (Name and Title of Officer Authorized
to Sign Report) of BNY Midwest Trust Company certify that the information
contained in this statement is accurate to the best of my knowledge and
belief. I understand that submission of false information with the
intention to deceive the Commissioner or his Administrative officers is a
felony.

                             Robert L. DePaola
                            -------------------
             (Signature of Officer Authorized to Sign Report)

Sworn to and subscribed before me is 26th day of October, 2000.

My Commission expires December 31, 2001.

                                        Carmelo C. Casella, Notary Public



(Notary Seal)



Person to whom Supervisory Staff should direct questions concerning this
report.

          Jennifer Barbieri                         (212) 437-5520
--------------------------------------------   ---------------------------
                 Name                          Telephone Number (Extension)











                                                                Page 3 of 3



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
