-----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, KAkZze/UQeHtC1oLoby+uw4kouK75I1aroMz9twm1L11SpgVL7ja1l8AqcBcg9bt XMI5VRpppASLfctYENcetQ== 0000012355-04-000131.txt : 20040929 0000012355-04-000131.hdr.sgml : 20040929 20040929092659 ACCESSION NUMBER: 0000012355-04-000131 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040928 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040929 DATE AS OF CHANGE: 20040929 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: 041051273 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 form8k09292004a.txt 9/29/2004 FORM 8K UNITED STATES 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) September 29, 2004 -------------------------------- THE BLACK & DECKER CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 1-1553 52-0248090 - ---------------------------- ------------------------ ---------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 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.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - 2 - ITEM 7.01 REGULATION FD DISCLOSURE. On September 29, 2004, the Corporation announced that the antitrust waiting periods have passed, or it has received clearance from all regulatory agencies, for the purchase of the Tools Group from Pentair, Inc. The Corporation also announced that the closing of the transaction is now anticipated to occur in early October. Attached to this Current Report on Form 8-K as Exhibit 99 is a copy of the Corporation's related press release dated September 29, 2004. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. Exhibit 99 Press Release of the Corporation dated September 29, 2004. FORWARD-LOOKING STATEMENTS The Press Release 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: September 29, 2004 EX-99 2 form8k09292004b.txt PRESS RELEASE DATED 9/29/2004 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, September 29, 2004 Subject: Black & Decker Receives Regulatory Approvals for the Acquisition of Pentair's Tools Group Towson, MD - The Black & Decker Corporation (NYSE: BDK) today announced that the antitrust waiting periods have passed, or it has received clearance from all regulatory agencies, for the purchase of the Tools Group from Pentair, Inc. (NYSE: PNR). The Tools Group includes the Porter-Cable, Delta, DeVilbiss Air Power, Oldham Saw, and FLEX businesses. The purchase price will be approximately $775 million in cash, and the closing of the transaction is now anticipated to occur in early October. The Tools Group's sales and operating profit for 2003 were $1.08 billion and $82 million, respectively. Nolan D. Archibald, Chairman and Chief Executive Officer, commented, "We are pleased to have received regulatory clearance. By adding the Tools Group's well-respected brands and products, we expand our offerings where we have relatively low market share. Further, we are enhancing our distribution network, particularly in the industrial and construction channel. The acquisition of Pentair's Tools Group is a great strategic fit with our DEWALT division and will nearly double our North American professional business." (more) Page Two "From a strategic and financial perspective, this is an ideal bolt-on acquisition. We will leverage our proven strengths in product innovation, brand management, strong customer relationships, end-user focus, and cost reduction to add value to the acquired businesses. We anticipate that we will realize $65 million of annual cost savings by the end of 2007. The acquisition should be slightly accretive to earnings per share in 2004, and as we previously announced, we expect accretion of approximately $0.50 per share in 2005 and an incremental $0.25 per share in both 2006 and 2007, for a total annual accretion of $1.00 per share by the end of 2007. The acquisition has a very positive net present value and should be accretive to our return on capital employed by 2007." 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-----