<PAGE 1>
==================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report -- January 20, 1994
THE BLACK & DECKER CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 1-1553 52-0248090
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
701 East Joppa Road Towson, Maryland 21286
(Address of principal executive offices) (Zip Code)
(410) 716-3900
(Registrant's telephone number, including area code)
Not Applicable
(Former name or address, if changed since last report)
=================================================================<PAGE>
<PAGE 2>
Item 5. OTHER EVENTS
This Current Report on Form 8-K is being filed in connection
with the offer and sale by The Black & Decker Corporation, a
Maryland corporation (the "Corporation), of $250,000,000 aggregate
principal amount of 7% Notes due February 1, 2006 under the
Corporation's existing shelf Registration Statement (Reg. No. 33-
49361) covering up to $1,000,000,000 in Debt Securities.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description of Exhibit
1(a) Underwriting Agreement--Basic Provisions dated
as of March 24, 1993, incorporated by reference
from the Corporation's Current Report on
Form 8-K dated March 26, 1993.
1(b) Pricing Agreement dated January 18, 1994.
4(a) Indenture dated as of March 24, 1993,
incorporated by reference from the
Corporation's Current Report on Form 8-K
dated March 26, 1993.
4(b) Form of 7% Note due February 1, 2006.
5 Opinion of Miles & Stockbridge, a Professional
Corporation.
<PAGE>
<PAGE 3>
THE BLACK & DECKER CORPORATION
S I G N A T U R E
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 thereunto duly authorized.
THE BLACK & DECKER CORPORATION
By /s/ CHARLES E. FENTON
Charles E. Fenton
Vice President and General
Counsel
Date: January 20, 1994
<PAGE 1>
PRICING AGREEMENT
January 18, 1994
Lehman Brothers Inc.
Citicorp Securities, Inc.
Goldman, Sachs & Co.
Morgan Stanley & Co. Incorporated
Salomon Brothers Inc
Dear Sirs:
The Black & Decker Corporation, a Maryland corporation
(the "Corporation"), proposes, subject to the terms and
conditions stated herein and in the Underwriting Agreement
- Basic Provisions dated as of March 24, 1993 (the "Underwriting
Agreement") to issue and sell to the Underwriters named in
Schedule I hereto (the "Underwriters") the Securities specified
in Schedule II hereto (the "Designated Securities"). Except as
otherwise set forth in this Pricing Agreement, each of the
provisions of the Underwriting Agreement is incorporated herein
by reference in its entirety and shall be deemed to be a part of
this Pricing Agreement to the same extent as if such provisions
had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed
to have been made at and as of the date of this Pricing
Agreement. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined.
Capitalized terms not otherwise defined herein or in the
Underwriting Agreement shall have the respective meanings set
forth in the Indenture. The address referred to in Section 13 of
the Underwriting Agreement is set forth in Schedule II hereto.
An amendment to the Registration Statement, or a
supplement to the Prospectus, as the case may be, relating to the
Designated Securities, in the form heretofore delivered to you,
is now proposed to be filed with the Commission.
On the basis of the representations, warranties,
covenants and agreements of the Corporation contained herein and
in the Underwriting Agreement, but subject to the terms and
conditions set forth herein and in the Underwriting Agreement
incorporated herein by reference, the Corporation agrees to issue
and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from
the Corporation, at the time and place and at the purchase price
to the Underwriters set forth in Schedule II hereto, the
principal amount of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto.
This Pricing Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the
executed counterparts shall each be deemed to be an original but
all such counterparts shall together constitute one and the same
instrument.
<PAGE>
<PAGE 2>
If the foregoing is in accordance with your
understanding, please sign and return to us a counterpart hereof,
and upon acceptance hereof by you, on behalf of each of the
Underwriters, this letter and such acceptance hereof, including
the provisions of the Underwriting Agreement incorporated herein
by reference, shall constitute a binding agreement between each
of the Underwriters on the one hand and the Corporation on the
other. It is understood that your acceptance of this letter on
behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement Among Underwriters.
Very truly yours
THE BLACK & DECKER CORPORATION
By: /s/ Charles E. Fenton
Name: Charles E. Fenton
Title: Vice President and General Counsel
Accepted as of the date hereof:
LEHMAN BROTHERS INC.
CITICORP SECURITIES, INC.
GOLDMAN SACHS & CO.
MORGAN STANLEY & CO. INCORPORATED
SALOMON BROTHERS INC
LEHMAN BROTHERS INC.
By: /s/ Herbert McDade
Name: Herbert McDade
Title: Managing Director
For itself and the other several
Underwriters named in Schedule I
hereto
<PAGE>
<PAGE 3>
SCHEDULE I TO PRICING AGREEMENT
Principal Amount
of Designated
Securities to
Underwriters be Purchased
Lehman Brothers Inc.... . . . . . . . . . . $50,000,000
Citicorp Securities, Inc. . . . . . . . . . 50,000,000
Goldman, Sachs & Co. . . . . . . . . . . . 50,000,000
Morgan Stanley & Co. Incorporated . . . . 50,000,000
Salomon Brothers Inc . . . . . . . . . . . 50,000,000
Total . . . . . . . . . . . . . . $250,000,000
<PAGE>
<PAGE 4>
SCHEDULE II TO PRICING AGREEMENT
Title of Designated 7% Notes due February 1, 2006.
Securities:
Aggregate Principal $250,000,000.
Amount:
Denominations: $1,000 and integral multiples
thereof.
Initial Offering Price to 99.717% of the principal amount
Public: of the Designated Securities,
plus accrued interest, if any,
from January 25, 1994.
Purchase Price by 99.042% of the principal amount
Underwriters: of the Designated Securities,
plus accrued interest, if any,
from January 25, 1994.
Maturity: February 1, 2006.
Interest Rate: 7%
Interest Payment Dates: February 1 and August 1.
Regular Record Dates: January 15 and July 15.
Redemption Provisions: No redemption provisions.
Sinking Fund Provisions: No sinking fund provisions.
Floating Rate Provisions: No floating rate provisions.
Form of Designated Registered.
Securities:
<PAGE>
<PAGE 5>
Name and Address Lehman Brothers Inc.
of Underwriters: Citicorp Securities, Inc.
Goldman, Sachs & Co.
Morgan Stanley & Co.
Incorporated
Salomon Brothers Inc
c/o Lehman Brothers Inc.
World Financial Center
200 Vesey Street
New York, New York 10285
Form of Payment for Same-day funds. Payment shall
Designated Securities: be made by wire transfer to an
account designated by the
Corporation.
Time of Delivery: 10:00 A.M., January 25, 1994.
Closing Location: Simpson Thacher & Bartlett,
New York, New York.
Listing Requirement: None.
Partial Reimbursement of None.
Underwriters' Expenses:
<PAGE>
Number _______ ______________ Dollars
REGISTERED
7% Note due February 1, 2006
THE BLACK & DECKER CORPORATION (A MARYLAND CORPORATION) for value
received, hereby promises to pay to ______________________________
__________________________________________ or registered assigns,
the principal sum of ____________________________________ Dollars
on February 1, 2006.
Interest Payment Dates: February 1 and August 1
Record Dates: January 15 and July 15
Additional provisions are set forth on the other side.
ATTEST: [SEAL] THE BLACK & DECKER CORPORATION
__________________________ By:__________________________
Secretary President
Dated:
AUTHENTICATED:
THIS IS ONE OF THE SECURITIES
OF THE SERIES DESIGNATED HEREIN
AND REFERRED TO IN THE
WITHIN-MENTIONED INDENTURE.
SECURITY TRUST COMPANY, NATIONAL ASSOCIATION,
AS TRUSTEE
BY:______________________
AUTHORIZED SIGNATORY<PAGE>
THE BLACK & DECKER CORPORATION
7% Note due February 1, 2006
1. Interest. The Black & Decker Corporation ("Corpora-
tion"), a Maryland corporation, promises to pay interest on the
principal amount of this Note at the rate per annum shown above.
The Corporation will pay interest on February 1 and August 1 of
each year, commencing August 1, 1994. Interest on the Notes will
accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from January 25, 1994. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.
2. Method of Payment. The Corporation will pay interest on
the Notes (except defaulted interest, which shall be paid as set
forth below) to the persons who are registered Holders of Notes at
the close of business on the record date for the next interest
payment date even though Notes are cancelled after the record date
and on or before the interest payment date. Any such interest not
so punctually paid or duly provided for will forthwith cease to be
payable to the Holders on such regular record date and may either
be paid to the Persons in whose names the Notes (or one or more
predecessor Notes) are registered at the close of business on a
special record date for the payment of such Defaulted Interest to
be fixed by the Corporation, notice whereof shall be given to
Holders of Notes not less than 15 days prior to such special record
date, or may be paid at any time in any other lawful manner, all as
more fully provided in the Indenture. Holders must surrender Notes
to a Paying Agent to collect the principal payment. The
Corporation will pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of
public and private debts. However, the Corporation may pay
principal and interest by its check payable in such money. It may
mail an interest check to a Holder's registered address. To the
extent lawful, the Corporation shall pay interest on overdue
principal at the rate borne by the Notes and shall pay interest on
overdue installments of interest at the same rate.
3. Paying Agent and Registrar. Initially, Security Trust
Company, National Association ("Trustee"), a national banking
association, 2 North Charles Street, Baltimore, Maryland 21201,
will act as Paying Agent and Registrar. The Corporation may change
any Paying Agent, Registrar or co-registrar without notice. The
Corporation or any of its Subsidiaries may act as Paying Agent,
Registrar or co-registrar.
4. Indenture. The Corporation issued the Notes under an
Indenture dated as of March 24, 1993 ("Indenture"), between the
Corporation and the Trustee. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S. Code
(paragraphs) 77aaa-77bbbb) ("Act") as in effect on the date of the Indenture.
The Notes are subject to all such terms, and Holders are referred
to the Indenture, all applicable supplemental indentures and the
Act for a statement of those terms. As provided in the Indenture,
Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different
rates, may be subject to different redemption provisions, if any,
may be subject to different sinking, purchase or analogous funds,
if any, may be subject to different covenants and Events of Default
and may otherwise vary as in the Indenture provided or permitted.
This Note is one of a series of the Notes designated on the face
hereof, limited in aggregate principal amount to $250,000,000
(except as otherwise provided in the Indenture).
5. Denominations; Transfer; Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and any
multiple of $1,000. A Holder may transfer or exchange Notes in
accordance with the Indenture. The Registrar may require a Holder,
among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture. The Registrar need not transfer or
exchange any Notes for a period of 15 days before an interest
payment date.
6. Persons Deemed Owners. The registered Holder of this
Note may be treated as the owner of it for all purposes, and
neither the Corporation, the Trustee, nor any Registrar, Paying
Agent or co-registrar shall be affected by notice to the contrary.
7. Unclaimed Money. If money for the payment of principal
or interest remains unclaimed for two years, the Trustee or Paying
Agent will, unless otherwise prohibited by mandatory provisions of
applicable escheat or abandoned or unclaimed property law, pay the
money back to the Corporation at its request. After that, Holders
entitled to unclaimed money must look only to the Corporation and
not to the Trustee for payment unless an abandoned property law
designates another person.
8. Defeasance. The Indenture contains provisions for
defeasance at any time of the entire principal of the Notes of any
series upon compliance by the Corporation with certain conditions
set forth therein.
9. Amendment; Supplement; Waiver. Subject to certain
exceptions as therein provided, the Indenture or the Notes may be
amended or supplemented with the consent of the Holders of at least
66-2/3% in principal amount of the Notes, and, subject to certain
exceptions and limitations as provided in the Indenture, any past
default or compliance with any provision may be waived with the
consent of the Holders of a majority in principal amount of the
Notes. Without the consent of any Holder, the Indenture or the
Notes may be amended or supplemented, for among other reasons, to
cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated
Notes or to make any change that does not materially adversely
affect the rights of any Holder. Without the consent of any
Holder, the Trustee may waive compliance with any provision of the
Indenture or the Notes if the waiver does not materially adversely
affect the rights of any Holder.
10. Restrictive Covenants. The Indenture does not limit
unsecured debt of the Corporation or its Subsidiaries. It does
limit certain mortgages, liens and sale-leaseback transactions.
The limitations are subject to a number of important qualifications
and exceptions. Once a year the Corporation must report to the
Trustee on compliance with the limitations.
11. Successors. When a successor entity assumes all the
obligations of the Corporation or its successor under the Notes and
the Indenture, the predecessor corporation will be released from
those obligations.
12. Defaults and Remedies. An Event of Default is: default
for 30 days in payment of any interest on the Notes; default in
payment of any principal on the Notes; failure by the Corporation
for 30 days after notice to it to comply with any of its other
agreements in the Indenture or the Notes; failure by the
Corporation or any Subsidiary to pay when due principal of or
interest on any Debt (other than Debt evidenced by Securities
issued pursuant to the Indenture) having, in the aggregate a then
outstanding principal amount in excess of $20,000,000 or the
maturity of any Debt in such amount shall have been accelerated, or
any Debt in such amount shall have been required to be prepaid
prior to the stated maturity thereof, in accordance with the
provisions of any contract evidencing, providing for the creation
of or concerning such Debt; and certain events of bankruptcy or
insolvency. If an Event of Default with respect to the Notes shall
occur and be continuing, the principal of the Notes and accrued
interest thereon may be declared due and payable in the manner and
with the effect provided in the Indenture. Holders of Notes may
not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or the
Notes unless it receives indemnity satisfactory to it. Subject to
certain limitations, Holders of a majority in principal amount of
the Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders notice of any
continuing default (except a default in payment of principal or
interest) if it determines that withholding notice does not
adversely affect the interests of such Holders.
13. Trustee Dealings with the Corporation. Security Trust
Company, National Association, the Trustee under the Indenture, in
its individual or any other capacity may make loans to, accept
deposits from and perform services for the Corporation or its
affiliates, and may otherwise deal with the Corporation or its
affiliates as if it were not Trustee.
14. No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Corporation shall not have
any liability for any obligations of the Corporation under the
Notes or the Indenture or for any claim based on, in respect of, or
by reason of such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. This
waiver and release are part of the consideration for the issue of
the Notes.
15. Authentication. This Note shall not be valid until the
Trustee manually signs the certificate of authentication on the
other side of this Note.
16. Abbreviations. Customary abbreviations may be used in
the name of a Holder or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint
tenants with right of survivorship and not as tenants in common),
CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).
17. Miscellaneous. This Note shall for all purposes be
governed by, and construed in accordance with, the laws of the
State of Maryland.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
<PAGE>
The Corporation will furnish to any Holder upon written
request and without charge a copy of the Indenture. Requests may
be made to: The Black & Decker Corporation, 701 East Joppa Road,
Towson, Maryland 21286, Attention: Secretary.
_____________________________
I or we assign and transfer to
Insert social security or other identifying number of assignee
_____________________________
| |
| |
|_____________________________|
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
(Print or type name, address and zip code of assignee)
this Note and irrevocably appoint ___________________ agent to
transfer this Note on the books of the Corporation. The agent may
substitute another to act for him.
Dated: _______________________________________________________
Signed: _______________________________________________________
(Sign exactly as name appears on the other side of this Note)
Miles & Stockbridge,
a Professional Corporation
10 Light Street
Baltimore, Maryland 21202
January 20, 1994
The Black & Decker Corporation
701 East Joppa Road
Towson, Maryland 21286
Ladies and Gentlemen:
We have acted as counsel to The Black & Decker Corporation,
a Maryland corporation (the "Corporation"), in connection with
the filing of a Registration Statement on Form S-3 (Reg. No.
33-49361) (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Act"), in respect of the Corporation's
Debt Securities to be issued from time to time pursuant to Rule
415 under the Act and the offer and sale of $250,000,000
aggregate principal amount of the Corporation's 7% Notes due
February 1, 2006 (the "Notes"). In this capacity we have
reviewed the Charter and By-Laws of the Corporation, the
Indenture dated as of March 24, 1993, by and between the
Corporation and Security Trust Company, National Association, as
Trustee (as supplemented or modified by the Trust Indenture Act
of 1939, collectively, the "Indenture"), the Registration
Statement including the exhibits thereto, the Current Report on
Form 8-K of the Corporation dated the date hereof, the corporate
proceedings of the Corporation relating to the authorization of
the issuance of the Debt Securities and the Notes and such
certificates and other documents as we deemed necessary or
advisable for the purposes of this opinion.
Based on the foregoing, we are of the opinion that the Notes
to be issued by the Corporation have been duly and validly
authorized, and upon proper execution, authentication and
delivery in accordance with the Indenture, the Notes will have
been legally issued and will constitute valid and binding
obligations of the Corporation entitled to the benefits of the
Indenture.
We hereby consent to the filing of this opinion as an
exhibit to the Corporation's Current Report on Form 8-K dated the
date hereof. In giving our consent, we do not thereby admit that
we are in the category of persons whose consent is required under
<PAGE>
The Black & Decker Corporation
January 20, 1994
Page 2
Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
Miles & Stockbridge,
a Professional Corporation
