-----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, SFG9gUPVOYUPzD3qx9RE41ky/dT5o10Mo3ciKtXGjZdl89xa4GBslV2N/GzqmwH6 EzIleo8Um2g7+kC1Hfmw4w== 0000012355-04-000107.txt : 20040609 0000012355-04-000107.hdr.sgml : 20040609 20040609170717 ACCESSION NUMBER: 0000012355-04-000107 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040609 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040609 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: 04856501 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 form8k06092004a.txt FORM 8-K DATED 06/09/2004 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) June 9, 2004 ---------------------- 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 June 9, 2004. ITEM 9. REGULATION FD DISCLOSURE On June 9, 2004, the Corporation announced that it expects to meet or exceed its forecast of mid single-digit sales growth, excluding currency translation and acquisitions, for the second quarter of 2004. As a result, it expects that second-quarter diluted earnings per share from continuing operations will meet or exceed securities analysts' mean estimate of $1.24. Attached to this Current Report on Form 8-K as Exhibit 99 is a copy of the Corporation's related press release dated June 9, 2004. 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, 2003. - 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: June 9, 2004 EX-99 2 form8k06092004b.txt PRESS RELEASE DATED 06/09/2004 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, June 9, 2004 Subject: Black & Decker Updates EPS Guidance for Second Quarter 2004 Towson, MD - The Black & Decker Corporation (NYSE: BDK) today announced that, primarily due to strong demand in its power tools and accessories segment, it expects to meet or exceed its forecast of mid single-digit sales growth, excluding currency translation and acquisitions, for the second quarter of 2004. As a result, it expects that second-quarter diluted earnings per share from continuing operations will meet or exceed securities analysts' mean estimate of $1.24. The Corporation reported diluted earnings per share from continuing operations of $0.96 in the second quarter of 2003. Nolan D. Archibald, Chairman and Chief Executive Officer, commented, "Orders and sell-through for our North American power tools and accessories business have been excellent so far this quarter. Further, our regular contact with key customers indicates that there will not be any disruption of order patterns in the coming weeks. Therefore, we continue to expect outstanding sales and earnings growth for the quarter." (more) Page Two The Corporation will discuss its second-quarter results and the outlook for the remainder of 2004 during a conference call on Thursday, July 22, 2004, following the release of its second-quarter 2004 results. The call is scheduled to begin at 10:00 a.m., E.T., and will be webcast "live" over the Internet. Investors can listen to the call by visiting http://www.bdk.com and clicking on the icon labeled "Live Webcast." It is recommended that listeners log-in at least ten minutes prior to the beginning of the call to assure timely access. A webcast replay of the conference call will be available at http://www.bdk.com. 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, 2003. 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-----