-----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, C4FLqaBmCYG7OuOWmsVArAGFJIyx7leMCKhJ3qFm6zsixBMrkCzQYh7At5f7c9uz wF3v14l/6JfIp0z/TDTjTA== 0000012355-98-000018.txt : 19980702 0000012355-98-000018.hdr.sgml : 19980702 ACCESSION NUMBER: 0000012355-98-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980626 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980701 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: 8-K SEC ACT: SEC FILE NUMBER: 333-03593 FILM NUMBER: 98659281 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 FORM 8-K 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) June 26, 1998 ----------------------------- 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) 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 5. OTHER EVENTS On June 26, 1998, the Corporation announced that it has closed on the sale of its household products business in North America and Latin America, excluding Brazil, to Windmere-Durable Holdings, Inc. for $315 million. Transfer of the household products manufacturing operations in Mexico will occur upon receipt of final regulatory approval. A portion of the proceeds of the sale relating to the Mexican operations has been escrowed pending such approval. The Corporation will retain its lighting and cleaning products, which include the Dustbuster(R) cordless vacuum. Attached to this Current Report on Form 8-K as Exhibit 99(a) is a copy of the Corporation's related press release dated June 26, 1998. On June 29, 1998, the Corporation announced that it has signed a definitive agreement with an affiliate of Cornerstone Equity Investors, LLC to recapitalize its recreational products business, True Temper Sports. In connection with the transaction, the Corporation will receive $202.7 million in cash and retain approximately 6% of preferred and common stock valued at approximately $4 million. Attached to this Current Report on Form 8-K as Exhibit 99(b) is a copy of the Corporation's related press release dated June 29, 1998. FORWARD LOOKING STATEMENTS This Current Report on Form 8-K includes statements that constitute "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 and that are intended to come within the safe harbor protection provided by those sections. By their nature, all forward looking statements involve risk and uncertainties. Actual results may differ materially from those contemplated by the forward looking statements for a number of reasons, including but not limited to: market acceptance of the new products introduced in 1997 and 1998 and scheduled for introduction in 1998; the level of sales generated from these new products relative to expectations, based on the existing investments in productive capacity and commitments of the Corporation to fund advertising and product promotions in connection with the introduction of these new products; the ability of the Corporation and its suppliers to meet scheduled timetables of new product introductions; unforeseen competitive pressure or other difficulty in maintaining mutually beneficial relationships with key distributors or penetrating new channels of distribution; adverse changes in currency exchange rates or raw material commodity prices, both in absolute terms and relative to competitors' risk profiles; delays in or unanticipated inefficiencies resulting from manufacturing and administrative reorganization actions in progress or contemplated by the strategic repositioning described in the Corporation's Annual Report on Form 10-K for the year ended December 31, 1997, and updated in Corporation's Quarterly Report on Form 10-Q for the quarter ended March 29, 1998; and the continuation of modest economic growth in the United States and Europe and gradual improvement in the economic environment in Asia. In addition to the foregoing, the Corporation's ability to realize the anticipated benefits during 1998 and in the future of the restructuring actions undertaken in 1998 is dependent upon current market conditions, as well as the timing and effectiveness of the relocation or consolidation of production and administrative processes. The ability to realize the benefits -3- inherent in the balance of the restructuring actions is dependent on the selection and implementation of economically viable projects in addition to the restructuring actions taken to date. The ability to achieve certain sales and profitability targets and cash flow projections also is dependent upon the Corporation's ability to identify appropriate selected acquisitions that are complementary to the repositioned business units at acquisition prices that are consistent with these objectives. There can be no assurance that the Corporation will consummate the sales of the recreational products business, the glass container-forming and inspection equipment business, and the household products business in Mexico and Brazil. Further, the Corporation's ability to realize the aggregate net proceeds from the sales of such businesses in excess of $500 million is dependent upon the following factors: (i) with respect to the sale of the household products business (excluding certain assets associated with the Corporation's lighting and cleaning products) in Mexico and with respect to the recapitalization of the recreational products business, the Corporation's receipt of regulatory and other necessary approvals; and (ii) with respect to the sales of the household products business (excluding certain assets associated with the Corporation's lighting and cleaning products) in Brazil and the glass container-forming and inspection equipment business, market conditions at the time of these sales. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit 99(a) Press Release of the Corporation dated June 26, 1998. Exhibit 99(b) Press Release of the Corporation dated June 29, 1998. -4- 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/ THOMAS M. SCHOEWE Thomas M. Schoewe Senior Vice President and Chief Financial Officer EX-99 2 PRESS RELEASE DATED JUNE 26, 1998 EXHIBIT 99(a) Contact: Barbara B. Lucas Senior Vice President - Public Affairs 410/716-2980 F. Robert Hunter Vice President - Investor Relations 410/716-3979 FOR IMMEDIATE RELEASE: Friday, June 26, 1998 SUBJECT: Black & Decker Closes Sale of Household Products Business TOWSON, MD - The Black & Decker Corporation (NYSE:BDK) announced today that it has closed on the sale of its household products business in North America and Latin America, excluding Brazil, to Windmere-Durable Holdings, Inc. (NYSE:WND) for $315 million. Transfer of the household products manufacturing operations in Mexico will occur upon receipt of final regulatory approval in Mexico, which is expected shortly. A portion of the proceeds of the sale relating to the Mexican operations has been escrowed pending such approval. Black & Decker will retain its lighting and cleaning products, which include the Dustbuster(R) cordless vacuum. These product categories will be integrated into the corporation's consumer power tool operations. Commenting on the transaction, Nolan D. Archibald, Chairman and Chief Executive Officer, said, "This sale represents the first step in a three-part divestiture program that we announced earlier this year. The process of divesting True Temper Sports and Emhart Glass remains on track, and we expect these businesses to be sold this summer. We anticipate aggregate net proceeds to exceed $500 million for the sale of the three businesses." Black & Decker is a leading global marketer and manufacturer of power tools, hardware, and building products used in and around the home and for commercial applications. * * * EX-99 3 PRESS RELEASE DATED JUNE 29, 1998 EXHIBIT 99(b) Contact: Barbara B. Lucas Senior Vice President - Public Affairs 410/716-2980 F. Robert Hunter Vice President - Investor Relations 410/716-3979 FOR IMMEDIATE RELEASE: Monday, June 29, 1998 SUBJECT: Black & Decker Announces Recapitalization of True Temper Sports TOWSON, MD - The Black & Decker Corporation (NYSE:BDK) announced today that it has signed a definitive agreement with an affiliate of Cornerstone Equity Investors, LLC to recapitalize its golf club shaft and specialty tubing business, True Temper Sports. In connection with the transaction, Black & Decker will receive $202.7 million in cash and retain approximately 6% of preferred and common stock valued at approximately $4 million. This transaction is expected to close during the third quarter, subject to receipt of regulatory approval and satisfaction of customary closing conditions. Black & Decker is a leading global marketer and manufacturer of power tools, hardware, and building products used in and around the home and for commercial applications. * * * -----END PRIVACY-ENHANCED MESSAGE-----