-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ClQHmocOBA7+c1/LA/vUqXHZZtJyphiv4QW6TbPU95/xcoJ+h9gzj+ICTRDWBeap Oy03rBL0tKrEIO9EXH6z5g== 0000012355-03-000048.txt : 20030402 0000012355-03-000048.hdr.sgml : 20030402 20030402082454 ACCESSION NUMBER: 0000012355-03-000048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030402 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLACK & DECKER CORP CENTRAL INDEX KEY: 0000012355 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 520248090 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-03593 FILM NUMBER: 03635375 BUSINESS ADDRESS: STREET 1: 701 E JOPPA RD CITY: TOWSON STATE: MD ZIP: 21286 BUSINESS PHONE: 4107163900 MAIL ADDRESS: STREET 1: 701 EAST JOPPA ROAD STREET 2: MAIL STOP TW 290 CITY: TOWSON STATE: MD ZIP: 21286 FORMER COMPANY: FORMER CONFORMED NAME: BLACK & DECKER MANUFACTURING CO DATE OF NAME CHANGE: 19850206 8-K 1 form8k04022003a.txt PERIOD ENDED 04/02/2003 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 2, 2003 ------------------------------- THE BLACK & DECKER CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 1-1553 52-0248090 - ------------------------ ------------------------ ---------------------- (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 701 East Joppa Road, Towson, Maryland 21286 - ---------------------------------------- ---------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 410-716-3900 ---------------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) - 2 - ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit 99 Press Release of the Corporation dated April 2, 2003. ITEM 9. REGULATION FD DISCLOSURE On April 2, 2003, the Corporation announced that it expects diluted earnings per share will meet or exceed analysts' consensus estimate of $.43 for the first quarter 2003. Attached to this Current Report on Form 8-K as Exhibit 99 is a copy of the Corporation's related press release dated April 2, 2003. FORWARD-LOOKING STATEMENTS This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are intended to come within the safe harbor protection provided by those statutes. By their nature, all forward-looking statements involve risks and uncertainties, and actual results may differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Corporation's actual results are identified in Item 1(g) of Part I of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2002. - 3 - THE BLACK & DECKER CORPORATION S I G N A T U R E S Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE BLACK & DECKER CORPORATION By: /s/ CHRISTINA M. MCMULLEN -------------------------------------------------- Christina M. McMullen Vice President and Controller Date: April 2, 2003 EX-99 3 form8k04022003b.txt PRESS RELEASE DATED 04/02/2003 Contact: Barbara B. Lucas Senior Vice President - Public Affairs 410-716-2980 Mark M. Rothleitner Vice President - Investor Relations and Treasurer 410-716-3979 FOR IMMEDIATE RELEASE: Wednesday, April 2, 2003 Subject: Black & Decker Affirms Comfort with Consensus Earnings Estimate for First Quarter 2003 Towson, MD - The Black & Decker Corporation (NYSE: BDK) today announced that it expects diluted earnings per share will meet or exceed the analysts' consensus estimate of $0.43 for the first quarter of 2003. Nolan D. Archibald, Chairman and Chief Executive Officer, commented, "Although weak economic conditions will result in first-quarter sales being lower than we had expected, stronger operating margins, driven by our restructuring program, will enable us to deliver earnings improvement. Therefore, we are comfortable with the current consensus estimate for first-quarter earnings." The Corporation will present today and tomorrow in New York at investor conferences sponsored by Deutsche Bank Securities and Banc of America Securities, respectively. Investors can listen to these presentations by visiting www.bdk.com and clicking on the icon labeled "Live Webcast." Replays of the presentations will be available at www.bdk.com through the close of business on April 18, 2003. The Corporation will release details regarding its first-quarter 2003 results and the outlook for the remainder of 2003 on Thursday, April 24, 2003. (more) Page Two This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. By their nature, all forward-looking statements involve risks and uncertainties. For a more detailed discussion of the risks and uncertainties that may affect Black & Decker's operating and financial results and its ability to achieve the financial objectives discussed in this press release, interested parties should review the "Forward-Looking Statements" sections in Black & Decker's reports filed with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2002. Black & Decker is a leading global manufacturer and marketer of power tools and accessories, hardware and home improvement products, and technology-based fastening systems. # # # -----END PRIVACY-ENHANCED MESSAGE-----