-----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, NFWBkX9kWRXtS9gAwoZ5r+RJq0hWzr1BVNVHqgPg+DeuQcL9sWNsuJV6FmWKstMp B2Sa33BRwXwdiJY5BrO30Q== 0000012355-98-000011.txt : 19980331 0000012355-98-000011.hdr.sgml : 19980331 ACCESSION NUMBER: 0000012355-98-000011 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980330 SROS: NYSE 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: 10-K405/A SEC ACT: SEC FILE NUMBER: 333-03593 FILM NUMBER: 98579536 BUSINESS ADDRESS: STREET 1: 701 E JOPPA RD CITY: TOWSON STATE: MD ZIP: 21286 BUSINESS PHONE: 4107163310 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 10-K405/A 1 AMENDED FORM 10K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED COMMISSION FILE NUMBER December 31, 1997 1-1553 THE BLACK & DECKER CORPORATION (Exact name of registrant as specified in its charter) Maryland 52-0248090 (State of Incorporation) (I.R.S. Employer Identification Number) Towson, Maryland 21286 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 410-716-3900 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, par value $.50 per share New York Stock Exchange Pacific Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None -------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (X) The aggregate market value of the voting stock held by non-affiliates of the registrant as of January 30, 1998, was $4,560,898,176. The number of shares of Common Stock outstanding as of January 30, 1998, was 95,018,712. The exhibit index as required by Item 601(a) of Regulation S-K is included in Item 14 of Part IV of this report. Documents Incorporated by Reference: Portions of the registrant's definitive Proxy Statement for the 1998 Annual Meeting of Stockholders are incorporated by reference in Part III of this Report. 2 THE BLACK & DECKER CORPORATION AND SUBSIDIARIES On March 30, 1998, The Black & Decker Corporation hereby amends its Annual Report on Form 10-K for the year ended December 31, 1997, to include Restated Financial Data Schedules for the following periods as a result of the Corporation's adoption of Statement of Financial Accounting Standards No. 128, Earnings Per Share: o Year Ended December 31, 1996. o Year Ended December 31, 1995. o Quarter Ended March 30, 1997. o Quarter Ended June 29, 1997. o Quarter Ended September 28, 1997. o Quarter Ended March 31, 1996. o Quarter Ended June 30, 1996. o Quarter Ended September 29, 1996. Accordingly, the undersigned hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the year ended December 31, 1997, by deleting those items in their entirety and inserting in their place the following: ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) List of Financial Statements, Financial Statements Schedules, and Exhibits (1) List of Financial Statements The following consolidated financial statements of the Corporation and its subsidiaries are included in Item 8 of Part II: Consolidated Statement of Earnings - years ended December 31, 1997, 1996, and 1995. Consolidated Balance Sheet - December 31, 1997 and 1996. Consolidated Statement of Cash Flows - years ended December 31, 1997, 1996, and 1995. Notes to Consolidated Financial Statements. Report of Independent Auditors. (2) List of Financial Statement Schedules The following financial statement schedules of the Corporation and its subsidiaries are included herein. Schedule II - Valuation and Qualifying Accounts and Reserves. 3 All other schedules for which provision is made in the applicable accounting regulations of the Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. (3) List of Exhibits The following exhibits are either included in this report or incorporated herein by reference as indicated below: Exhibit No. Exhibit 3(a) Articles of Restatement of the Charter of the Corporation included in the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 29, 1997, are incorporated herein by reference. 3(b) By-Laws of the Corporation, as amended, included in the Corporation's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996, are incorporated herein by reference. 4(a) Indenture dated as of March 24, 1993, by and between the Corporation and Security Trust Company, National Association, included in the Corporation's Current Report on Form 8-K filed with the Commission on March 26, 1993, is incorporated herein by reference. 4(b) Form of 7-1/2% Notes due April 1, 2003, included in the Corporation's Current Report on Form 8-K filed with the Commission on March 26, 1993, is incorporated herein by reference. 4(c) Form of 6-5/8% Notes due November 15, 2000, included in the Corporation's Current Report on Form 8-K filed with the Commission on November 22, 1993, is incorporated herein by reference. 4(d) Form of 7% Notes due February 1, 2006, included in the Corporation's Current Report on Form 8-K filed with the Commission on January 20, 1994, is incorporated by reference. 4(e) Indenture dated as of September 9, 1994, by and between the Corporation and Marine Midland Bank, as Trustee, included in the Corporation's Current Report on Form 8-K filed with the Commission on September 9, 1994, is incorporated by reference. 4 4(f) Credit Agreement dated as of April 23, 1996, among the Corporation, Black & Decker Holdings Inc. and Black & Decker, as Initial Borrowers, and the initial Lenders named therein, as Initial Lenders, and Citibank International plc, as Facility Agent, and Citibank International plc and Midland Bank plc, as Co-Arrangers, included in the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, is incorporated herein by reference. 4(g) Credit Agreement dated as of April 23, 1996, among the Corporation, Black & Decker Holdings Inc., Black & Decker, Black & Decker International Holdings, B.V., Black & Decker G.m.b.H., Black & Decker (France) S.A.S., Black & Decker (Nederland) B.V. and Emhart Glass S.A., as Initial Borrowers, and the initial Lenders named therein, as Initial Lenders, and Credit Suisse, as Administrative Agent, and Citibank, N.A., as Documentation Agent, and NationsBank, N.A., as Syndication Agent, included in the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, is incorporated herein by reference. The Corporation agrees to furnish a copy of any other documents with respect to long-term debt instruments of the Corporation and its subsidiaries upon request. 10(a) The Black & Decker Corporation Deferred Compensation Plan For Non-Employee Directors, as amended, included in the Corporation's Quarterly Report on Form 10-Q for the quarter ended October 2, 1994, is incorporated herein by reference. 10(b) The Black & Decker 1986 Stock Option Plan, as amended, included in the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 30, 1997, is incorporated herein by reference. 10(c) The Black & Decker 1986 U.K. Approved Option Scheme, as amended, included in the Corporation's Registration Statement on Form S-8 (Reg. No. 33-47651), filed with the Commission on May 5, 1992, is incorporated herein by reference. 10(d) The Black & Decker 1989 Stock Option Plan, as amended, included in the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 30, 1997, is incorporated herein by reference. 5 10(e) The Black & Decker 1992 Stock Option Plan, as amended, included in the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 30, 1997, is incorporated herein by reference. 10(f) The Black & Decker 1995 Stock Option Plan for Non-Employee Directors, as amended, included in the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 30, 1997, is incorporated herein by reference. 10(g) The Black & Decker 1996 Stock Option Plan, as amended, included in the Corporation's Quarterly Report on Form 10-Q for the quarter ended March 30, 1997, is incorporated herein by reference. 10(h) The Black & Decker Performance Equity Plan, as amended, included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1996, is incorporated herein by reference. 10(i) The Black & Decker Executive Annual Incentive Plan, included in the definitive Proxy Statement for the 1996 Annual Meeting of Stockholders of the Corporation dated March 1, 1996, is incorporated herein by reference. 10(j) The Black & Decker Management Annual Incentive Plan, included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1995, is incorporated herein by reference. 10(k) Amended and Restated Employment Agreement, dated as of November 1, 1995, by and between the Corporation and Nolan D. Archibald, included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1995, is incorporated herein by reference. 10(l) Letter Agreement, dated February 1, 1975, by and between the Corporation and Alonzo G. Decker, Jr., included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1990, is incorporated herein by reference. 10(m)(1) The Black & Decker Supplemental Pension Plan, as amended, included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1991, is incorporated herein by reference. 6 10(m)(2) Amendment to The Black & Decker Supplemental Pension Plan dated as of May 21, 1997. 10(n)(1) The Black & Decker Executive Deferred Compensation Plan, included in the Corporation's Quarterly Report on Form 10-Q for the quarter ended October 3, 1993, is incorporated herein by reference. 10(n)(2) Amendment to The Black & Decker Executive Deferred Compensation Plan dated as of July 17, 1996, included in the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, is incorporated herein by reference. 10(o)(1) The Black & Decker Supplemental Retirement Savings Plan, included in the Corporation's Registration Statement on Form S-8 (Reg. No. 33-65013), filed with the Commission on December 14, 1995, is incorporated herein by reference. 10(o)(2) Amendment to The Black & Decker Supplemental Retirement Savings Plan dated as of April 22, 1997. 10(p) The Black & Decker Supplemental Executive Retirement Plan, as amended, included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1995, is incorporated herein by reference. 10(q) The Black & Decker Executive Life Insurance Program, as amended, included in the Corporation's Quarterly Report on Form 10-Q for the quarter ended April 4, 1993, is incorporated herein by reference. 10(r) The Black & Decker Executive Salary Continuance Plan, included in the Corporation's Quarterly Report on Form 10-Q for the quarter ended April 12, 1995, is incorporated herein by reference. 10(s) Description of the Corporation's policy and procedure for relocation of existing employees (individual transfers), included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1991, is incorporated herein by reference. 10(t) Description of the Corporation's policy and procedures for relocation of new employees, included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1991, is incorporated herein by reference. 7 10(u) Description of certain incidental benefits provided to executive officers of the Corporation. 10(v) Form of Amendment and Restatement of Severance Benefits Agreement by and between the Corporation and approximately 19 of its key employees, included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1996, is incorporated herein by reference. 10(w) Amendment and Restatement of Severance Benefits Agreement, dated January 1, 1997, by and between the Corporation and Nolan D. Archibald, included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1996, is incorporated herein by reference. 10(x) Amendment and Restatement of Severance Benefits Agreement, dated January 1, 1997, by and between the Corporation and Joseph Galli, included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1996, is incorporated herein by reference. 10(y) Amendment and Restatement of Severance Benefits Agreement, dated January 1, 1997, by and between the Corporation and Charles E. Fenton, included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1996, is incorporated herein by reference. 10(z) Amendment and Restatement of Severance Benefits Agreement, dated January 1, 1997, by and between the Corporation and Dennis G. Heiner, included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1996, is incorporated herein by reference. 10(aa) Amendment and Restatement of Severance Benefits Agreement, dated January 1, 1997, by and between the Corporation and Thomas M. Schoewe, included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1996, is incorporated herein by reference. 10(bb) Letter Agreement dated as of August 13, 1991, by and between the Corporation and Newell Co., included in the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1991, is incorporated herein by reference. 8 10(cc) Standstill Agreement dated as of September 24, 1991, between the Corporation and Newell Co., included in the Corporation's Current Report on Form 8-K dated September 25, 1991, is incorporated herein by reference. 10(dd) Distribution Agreement dated September 9, 1994, by and between the Corporation, Lehman Brothers Inc., Citicorp Securities, Inc., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, NationsBanc Capital Markets, Inc. and Salomon Brothers Inc., included in the Corporation's Current Report on Form 8-K filed with the Commission on September 9, 1994, is incorporated herein by reference. 10(ee) Stock Purchase Agreement dated as of December 13, 1995, by and among the Corporation, PRC Investments Inc., PRC Inc. and Litton Industries, Inc., included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1995, is incorporated herein by reference. 10(ff)(1) The Black & Decker 1996 Employee Stock Purchase Plan, included in the definitive Proxy Statement for the 1996 Annual Meeting of Stockholders of the Corporation dated March 1, 1996, is incorporated by reference. 10(ff)(2) Amendment to The Black & Decker 1996 Employee Stock Purchase Plan, as adopted on February 12, 1997, included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1996, is incorporated herein by reference. 11 Computation of Earnings Per Share. 12 Computation of Ratios. 21 List of Subsidiaries. 23 Consent of Independent Auditors. 24 Powers of Attorney. 27 Financial Data Schedule - year ended December 31, 1997. 27(a) Restated Financial Data Schedule - year ended December 31, 1996. 27(b) Restated Financial Data Schedule - year ended December 31, 1995. 9 27(c) Restated Financial Data Schedule - quarter ended March 30, 1997. 27(d) Restated Financial Data Schedule - quarter ended June 29, 1997. 27(e) Restated Financial Data Schedule - quarter ended September 28, 1997. 27(f) Restated Financial Data Schedule - quarter ended March 31, 1996. 27(g) Restated Financial Data Schedule - quarter ended June 30, 1996. 27(h) Restated Financial Data Schedule - quarter ended September 29, 1996. All other items are "not applicable" or "none". (b) Reports on Form 8-K The Corporation did not file any reports on Form 8-K during the twelve month period ended December 31, 1997. All other items are "not applicable" or "none". (c) Exhibits The exhibits required by Item 601 of Regulation S-K are filed herewith. (d) Financial Statement Schedules The Financial Statement Schedule required by Regulation S-X is filed herewith. 10 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES THE BLACK & DECKER CORPORATION AND SUBSIDIARIES (Millions of Dollars)

11 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 amendment to be signed on its behalf by the undersigned, thereunto duly authorized. THE BLACK & DECKER CORPORATION Date: March 30, 1998 By: /s/ STEPHEN F. REEVES ---------------------- ---------------------------------- Stephen F. Reeves Vice President and Controller (Principal Accounting Officer) EX-27 2 EXHIBIT 27(A)
5 0000012355 THE BLACK & DECKER CORPORATION 1,000 12-MOS DEC-31-1996 DEC-31-1996 141,800 0 716,400 44,000 747,800 1,804,200 1,882,100 976,300 5,153,500 1,506,600 1,415,800 0 0 47,100 1,585,300 5,153,500 4,914,400 4,914,400 3,156,600 4,557,500 0 0 140,100 202,700 43,500 159,200 70,400 0 0 229,600 2.48 2.39 Represents trade receivables, before allowances. Represents property, plant, and equipment at cost. Represents basic earnings per share. Restated to reflect the Corporation's adoption of Statement of Financial Accounting Standards No. 128, "Earnings Per Share".

EX-27 3 EXHIBIT 27(B)
5 0000012355 THE BLACK & DECKER CORPORATION 1,000 12-MOS DEC-31-1995 DEC-31-1995 131,600 0 694,400 43,100 855,700 2,106,600 1,772,200 905,400 5,545,300 1,786,900 1,704,500 0 150,000 43,200 1,230,000 5,545,300 4,766,100 4,766,100 3,016,700 4,340,000 0 0 193,000 225,500 9,000 216,500 38,400 (30,900) 0 224,000 2.48 2.37 Represents trade receivables, before allowances. Represents property, plant, and equipment at cost. Represents basic earnings per share. Restated to reflect the Corporation's adoption of Statement of Financial Accounting Standards No. 128, "Earnings Per Share".

EX-27 4 EXHIBIT 27(C)
5 0000012355 THE BLACK & DECKER CORPORATION 1,000 3-MOS DEC-31-1997 MAR-30-1997 119,600 0 655,700 0 842,400 1,804,100 875,500 0 5,126,800 1,333,400 1,652,000 0 0 47,200 1,561,200 5,126,800 1,015,000 1,015,000 650,500 941,700 0 0 33,300 40,400 14,100 26,300 0 0 0 26,300 .28 .27 Represents net trade receivables. Represents net property, plant, and equipment. Represents basic earnings per share. Restated to reflect the Corporation's adoption of Statement of Financial Accounting Standards No. 128, "Earnings Per Share".

EX-27 5 EXHIBIT 27(D)
5 0000012355 THE BLACK & DECKER CORPORATION 1,000 6-MOS DEC-31-1997 JUN-29-1997 126,300 0 719,600 0 898,100 1,924,700 878,600 0 5,251,300 1,275,000 1,796,900 0 0 47,300 1,606,800 5,251,300 2,197,200 2,197,200 1,412,300 2,019,600 0 0 65,400 110,500 38,700 71,800 0 0 0 71,800 .76 .75 Represents net trade receivables. Represents net property, plant, and equipment. Represents basic earnings per share. Restated to reflect the Corporation's adoption of Statement of Financial Accounting Standards No. 128, "Earnings Per Share".

EX-27 6 EXHIBIT 27(E)
5 0000012355 THE BLACK & DECKER CORPORATION 1,000 9-MOS DEC-31-1997 SEP-28-1997 187,300 0 856,500 0 924,100 2,088,200 875,200 0 5,373,000 1,225,700 1,879,100 0 0 47,400 1,646,000 5,373,000 3,422,100 3,422,100 2,201,200 3,117,800 0 0 99,000 200,300 70,100 130,200 0 0 0 130,200 1.38 1.35 Represents net trade receivables. Represents net property, plant, and equipment. Represents basic earnings per share. Restated to reflect the Corporation's adoption of Statement of Financial Accounting Standards No. 128, "Earnings Per Share".

EX-27 7 EXHIBIT 27(F)
5 0000012355 THE BLACK & DECKER CORPORATION 1,000 3-MOS DEC-31-1996 MAR-31-1996 112,500 0 616,400 0 920,400 1,804,100 862,400 0 5,203,900 1,419,300 1,719,500 0 150,000 43,700 1,257,700 5,203,900 1,065,000 1,065,000 670,100 1,057,900 0 0 39,900 (34,200) (1,800) (32,400) 70,400 0 0 38,000 .40 .40 Represents net trade receivables. Represents net property, plant, and equipment. Represents basic earnings per share. Restated to reflect the Corporation's adoption of Statement of Financial Accounting Standards No. 128, "Earnings Per Share".

EX-27 8 EXHIBIT 27(G)
5 0000012355 THE BLACK & DECKER CORPORATION 1,000 6-MOS DEC-31-1996 JUN-30-1996 141,700 0 603,800 0 843,800 1,751,400 858,100 0 5,102,100 1,377,400 1,666,300 0 150,000 43,800 1,268,100 5,102,100 2,272,900 2,272,900 1,452,000 2,162,000 0 0 77,600 27,900 15,000 12,900 70,400 0 0 83,300 .89 .87 Represents net trade receivables. Represents net property, plant, and equipment. Represents basic earnings per share. Restated to reflect the Corporation's adoption of Statement of Financial Accounting Standards No. 128, "Earnings Per Share".

EX-27 9 EXHIBIT 27(H)
5 0000012355 THE BLACK & DECKER CORPORATION 1,000 9-MOS DEC-31-1996 SEP-29-1996 122,700 0 678,200 0 828,200 1,798,000 856,800 0 5,148,500 1,404,200 1,624,000 0 150,000 43,900 1,329,200 5,148,500 3,459,600 3,459,600 2,209,500 3,234,600 0 0 111,600 104,200 35,600 68,600 70,400 0 0 139,000 1.49 1.45 Represents net trade receivables. Represents net property, plant, and equipment. Represents basic earnings per share. Restated to reflect the Corporation's adoption of Statement of Financial Accounting Standards No. 128, "Earnings Per Share".

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