8-K/A 1 form8ka12172004a.txt FORM 8K/A DATED OCTOBER 4, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT No. 1 TO CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 4, 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)) The Black & Decker Corporation hereby amends and supplements the Current Report on Form 8-K filed by the Corporation on October 4, 2004, to include the historical financial statements of the Tools Group of Pentair, Inc. and the unaudited pro forma financial information listed below. ITEM 2.01 Completion of Acquisition or Disposition of Assets On October 4, 2004, the Corporation announced that it has completed the purchase of the Tools Group from Pentair, Inc., which was previously announced on July 19, 2004. Under the purchase agreement, the Corporation acquired the Tools Group for a purchase price of approximately $775 million in cash. The final purchase price is subject to customary adjustments based upon changes in the net assets of the Tools Group through the closing date. The Tools Group includes the Porter-Cable, Delta, DeVilbiss Air Power, Oldham Saw and FLEX businesses. Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the Corporation's related press release dated October 4, 2004. ITEM 9.01 Financial Statements and Exhibits (a) Financial statements of businesses acquired. The following audited combined financial statements of the Pentair, Inc. Tools Group are filed herewith as Exhibit 99.2: i Report of Independent Registered Public Accounting Firm ii Combined Statement of Income For the Year Ended December 31, 2003 iii Combined Balance Sheet as of December 31, 2003 iv Combined Statement of Cash Flows For the Year Ended December 31, 2003 v Combined Statement of Changes in Shareholder's Equity as of December 31, 2003 vi Notes to Combined Financial Statements The following unaudited interim combined financial statements of the Pentair, Inc. Tools Group are filed herewith as Exhibit 99.3: i Combined Statements of Income (Unaudited) For the Nine Months Ended October 2, 2004 and September 27, 2003 ii Combined Balance Sheet as of October 2, 2004 (Unaudited) and December 31, 2003 iii Condensed Combined Statements of Cash Flows (Unaudited) For the Nine Months Ended October 2, 2004 and September 27, 2003 iv Notes to Combined Financial Statements (Unaudited) (b) Pro forma financial information The following unaudited pro forma combined financial statements of the Corporation are filed herewith as Exhibit 99.4: i Introduction to Pro Forma Combined Financial Information (Unaudited) ii Pro Forma Combined Statement of Earnings (Unaudited) For the Nine Months Ended September 26, 2004 iii Pro Forma Combined Statement of Earnings (Unaudited) For the Year Ended December 31, 2003 iv Pro Forma Combined Balance Sheet as of September 26, 2004 (Unaudited) v Notes to Pro Forma Combined Financial Statements (Unaudited) (c) Exhibits Exhibit Description ------- ----------- Exhibit 2 Purchase Agreement between The Black & Decker Corporation and Pentair, Inc. dated as of July 16, 2004, included in the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 27, 2004, is incorporated herein by reference. Exhibit 23.1 Consent of Deloitte & Touche LLP. Exhibit 99.1* Press Release of the Corporation dated October 4, 2004. Exhibit 99.2 Combined balance sheet of the Pentair, Inc. Tools Group as of December 31, 2003, and the related combined statements of income, cash flows and changes in shareholder's equity for the year ended December 31, 2003. Exhibit 99.3 Unaudited combined balance sheet of the Pentair, Inc. Tools Group as of October 2, 2004 and the related combined statements of income and condensed combined statements of cash flows for the nine months ended October 2, 2004 and September 27, 2003. Exhibit 99.4 Unaudited pro forma combined financial information of the Corporation as of September 26, 2004 and for the nine months ended September 26, 2004 and year ended December 31, 2003. -------------------- * Previously filed as an exhibit to the Current Report on Form 8-K filed on October 4, 2004. 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: December 17, 2004 The Black & Decker Corporation Exhibit Index Exhibit Number Description -------------- ----------- 2 Purchase Agreement between The Black & Decker Corporation and Pentair, Inc. dated as of July 16, 2004, included in the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 27, 2004, is incorporated herein by reference. 23.1 Consent of Deloitte & Touche LLP. 99.1* Press Release of the Corporation dated October 4, 2004. 99.2 Combined balance sheet of the Pentair, Inc. Tools Group as of December 31, 2003, and the related combined statements of income, cash flows and changes in shareholder's equity for the year ended December 31, 2003. 99.3 Unaudited combined balance sheet of the Pentair, Inc. Tools Group as of October 2, 2004 and the related combined statements of income and condensed combined statements of cash flows for the nine months ended October 2, 2004 and September 27, 2003. 99.4 Unaudited pro forma combined financial information of the Corporation as of September 26, 2004 and for the nine months ended September 26, 2004 and year ended December 31, 2003. --------------------- *Previously filed as an exhibit to the Current Report on Form 8-K filed on October 4, 2004.