-----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, WhORestlUV0NiKaZXyqJsncTVpU2xg5dRYsrrlcI8MPBWB+Dgg6CnOuxr+8raJHJ YMaJ+qZ7ou0VkQjESc129w== 0000012355-05-000006.txt : 20050210 0000012355-05-000006.hdr.sgml : 20050210 20050210170031 ACCESSION NUMBER: 0000012355-05-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050210 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050210 DATE AS OF CHANGE: 20050210 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: 05593843 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 form8k02102005a.txt FORM 8-K FILED FEBRUARY 10, 2004 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) February 10, 2005 ------------------------------- 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 February 10, 2005, the Corporation announced that its Board of Directors declared a quarterly cash dividend of $.28 per share of the Corporation's outstanding common stock payable March 25, 2005, to stockholders of record at the close of business on March 11, 2005. In addition, the Board of Directors increased the Corporation's authorization under its stock repurchase program by 2.5 million shares. Attached to this Current Report on Form 8-K as Exhibit 99 is a copy of the Corporation's related press release dated February 10, 2005. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. Exhibit 99 Press Release of the Corporation dated February 10, 2005. Exhibit 99 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in a filing. 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: February 10, 2005 EX-99 2 form8k02102005b.txt EXHIBIT 99 FILED FEBRUARY 10, 2005 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: Thursday, February 10, 2005 Subject: Black & Decker Announces 33% Increase in Cash Dividend; Increases Share Repurchase Authorization by 2.5 Million Shares; Purchases 1.7 Million Shares Year-to-Date Towson, MD - The Black & Decker Corporation (NYSE: BDK) announced that its Board of Directors declared a quarterly cash dividend of $0.28 per share of the Corporation's outstanding common stock payable March 25, 2005, to stockholders of record at the close of business on March 11, 2005. This represents a 33% increase over the $0.21 quarterly dividend paid by the Corporation since December 2003. In addition, the Board of Directors increased the Corporation's authorization under its stock repurchase program by 2.5 million shares. Combined with authorization of approximately 2.9 million shares remaining as of the beginning of the year, the increase enables the Corporation to reduce its share count by nearly 5.4 million shares from the level at the end of 2004. The Corporation has repurchased approximately 1.7 million shares in 2005, leaving approximately 3.7 million shares remaining under the repurchase program. (more) Page Two Nolan D. Archibald, Chairman and Chief Executive Officer, commented, "Black & Decker generated $526 million of free cash flow in 2004, setting a record for the third year in a row. Our outstanding cash flow enables us to return cash to our shareholders as well as grow the business internally and through compelling bolt-on acquisitions. The Board's decision to increase the dividend and share repurchase authorization demonstrates our confidence in the Corporation's continuing ability to generate strong earnings and free cash flow. It also reinforces our commitment to paying a competitive dividend and controlling our share count." 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. This release contains a reference to free cash flow, a non-GAAP financial measure within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Free cash flow for 2004 of $526.1 million is calculated by the Corporation as cash flow from operating activities ($619.1 million), less capital expenditures ($119.4 million), plus proceeds from the disposal of assets (excluding proceeds from business sales) ($26.4 million). Capital expenditures and proceeds from disposal of assets include amounts associated with discontinued operations. 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-----