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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
( ) Filed by the Registrant
( ) Filed by a Party other than the Registrant
Check the appropriate box:
( ) Preliminary Proxy Statement
(XX) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or
(section mark)240.14a-12
The Black & Decker Corporation
(Name of Registrant as Specified In Its Charter)
The Black & Decker Corporation
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (Check the appropriate box):
(xx) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: *
* Set forth the amount on which the filing fee is calculated and state how
it was determined.
( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
( ) Filing Fee of $ was previously paid on , 199 ,
the date the Preliminary Proxy Statement was filed.
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(Black & Decker logo appears here)
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The 1995 Annual Meeting of Stockholders of The Black &
Decker Corporation will be held at the Sheraton Baltimore
North Hotel, 901 Dulaney Valley Road, Towson, Maryland, on
April 25, 1995, at 11:00 a.m., for the following purposes:
1. To elect nine directors to hold office until their
successors are elected and qualified;
2. To consider and approve The Black & Decker Corporation
1995 Stock Option Plan for Non-Employee Directors;
3. To ratify the selection of Ernst & Young LLP as
independent public accountants for the Corporation for
fiscal year 1995; and
4. To transact such other business as may properly come
before the meeting or any adjournment or adjournments
thereof.
The Board of Directors has fixed the close of business
on February 20, 1995, as the record date for the
determination of stockholders who are entitled to notice of
and to vote at the meeting.
Please sign, date and return the enclosed Proxy, which
is being solicited by the Board of Directors of the
Corporation.
By Order of the Board of Directors
(Signature of Barbara B. Lucas appears here)
Barbara B. Lucas
Vice President -- Public Affairs
and Corporate Secretary
March 9, 1995
PLEASE NOTE PROXY STATEMENT AND PROXY CARD
It is important to you and to the Corporation that your
shares be represented at the meeting, regardless of the
number of shares you own. If you are unable to be present
in person, we ask that you SIGN, DATE AND RETURN THE
ENCLOSED PROXY IN FAVOR OF the election of the persons
designated by the Board of Directors, the approval of the
1995 Stock Option Plan for Non-Employee Directors and the
ratification of the selection of Ernst & Young LLP as
independent public accountants.
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PROXY STATEMENT
The Notice of Annual Meeting of Stockholders, this Proxy Statement, and the
enclosed Proxy and Annual Report of The Black & Decker Corporation (the
"Corporation"), including the consolidated financial statements of the
Corporation for the fiscal year ended December 31, 1994, are first being mailed
on or about March 9, 1995, to stockholders of record at the close of business on
February 20, 1995 (the "Record Date"). The enclosed Proxy is being solicited by
the Board of Directors of the Corporation in connection with the 1995 Annual
Meeting of Stockholders to be held at the Sheraton Baltimore North Hotel, 901
Dulaney Valley Road, Towson, Maryland, on April 25, 1995, at 11:00 a.m. A
stockholder giving a proxy may revoke it at any time prior to its exercise by
signing another proxy bearing a later date or by giving the Secretary of the
Corporation written notice prior to the meeting or oral or written notice at the
meeting.
The Corporation will supply proxies and proxy materials as requested to
brokerage houses and other custodians, nominees, and fiduciaries for
distribution to the beneficial owners of shares of the Corporation's capital
stock and will reimburse them for their expenses in so doing. In addition to the
use of the mails, proxy solicitations may be made by telephone and telecopy by
employees of the Corporation and by representatives of D. F. King & Co., Inc., a
proxy solicitation firm engaged by the Corporation to assist in the solicitation
of proxies from brokers, institutional holders, nominees, and other
stockholders. The cost of the firm's services, which is expected to be
approximately $13,000 plus reimbursement of expenses, will be borne by the
Corporation.
The principal executive office of the Corporation is at 701 East Joppa
Road, Towson, Maryland 21286 (telephone 410-716-3900).
VOTING SECURITIES
On the Record Date, there were outstanding and entitled to vote 84,924,554
shares of common stock of the Corporation, par value $0.50 per share (the
"Common Stock"), held by 19,709 stockholders of record, and 150,000 shares of
Series B Cumulative Convertible Preferred Stock of the Corporation, without par
value (the "Series B Stock"), all of which were held of record by Newell
Investments Inc., a wholly owned subsidiary of Newell Co. ("Newell"). No shares
of any other class of capital stock were outstanding. Each share of Common Stock
outstanding on the Record Date is entitled to one vote on each matter submitted
to the stockholders for a vote at the meeting, and each share of Series B Stock
outstanding on the Record Date is entitled to 42 1/3 votes on each matter
submitted to the stockholders for a vote at the meeting. The shares of Common
Stock and Series B Stock will vote together as a single class on all matters
submitted to the stockholders for a vote at the meeting. The election of
directors and all other matters submitted to a vote at the meeting will be
decided by the vote of a majority of all votes cast in person or by proxy at the
meeting. Abstentions will be treated as shares present and entitled to vote for
purposes of determining the presence of a quorum, but for all purposes other
than the proposal to approve the 1995 Stock Option Plan for Non-Employee
Directors, abstentions will not be considered as votes cast in determining
whether a matter has been approved by the stockholders. For purposes of the
proposal to approve the 1995 Stock Option Plan for Non-Employee Directors, in
accordance with the rules of the New York Stock Exchange, abstentions will be
considered as votes cast and, therefore, will have the same effect as votes
against the proposal. If a broker or other record holder or nominee indicates on
a proxy that it does not have authority as to certain shares to vote on a
particular matter, those shares will not be considered as present and entitled
to vote with respect to that matter, except that such non-votes will be
considered as votes cast and, therefore, will have the same effect as votes
against the proposal to approve the 1995 Stock Option Plan for Non-Employee
Directors.
As of the Record Date, to the best of the Corporation's knowledge, no
persons other than Newell, J.P. Morgan & Co. Incorporated, FMR Corp. and Loomis,
Sayles & Company, L.P. beneficially owned more than five percent of the
outstanding shares of Common Stock or Series B Stock.
Based on the Schedule 13D, as amended, and other documents filed by Newell
with the Securities and Exchange Commission, the Schedule 13G filed by J.P.
Morgan & Co. Incorporated with the Securities and Exchange Commission, the
Schedule 13G filed by FMR Corp. with the Securities and Exchange Commission, and
the Schedule 13G filed by Loomis, Sayles & Company, L.P. with the Securities and
Exchange Commission, as of the Record Date Newell and its wholly owned
subsidiary, Newell Investments Inc., J.P. Morgan & Co. Incorporated, FMR Corp.
and Loomis, Sayles & Company, L.P. beneficially owned the following shares of
Common Stock and Series B Stock:
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
TITLE OF AMOUNT OF PERCENT OF
NAME CLASS BENEFICIAL OWNERSHIP CLASS
Newell Co. Common Stock 9,075,900 shares(1) 9.9%(2)
Newell Investments Inc. Series B
Stock 150,000 shares 100%
29 East Stephenson Street
Freeport, Illinois 61032
J.P. Morgan & Co. Incorporated Common Stock 6,306,239 shares(3) 7.4%
60 Wall Street
New York, New York 10260
FMR Corp.(4) Common Stock 5,367,616 shares(5)(6) 6.3%
82 Devonshire Street
Boston, Massachusetts 02109
Loomis, Sayles & Company, L.P. (7) Common Stock 5,792,185 shares 6.8%
One Financial Center
Boston, Massachusetts 02111
</TABLE>
(1) Includes 6,350,000 shares of Common Stock issuable upon conversion of
the shares of Series B Stock.
(2) Assumes conversion of all of the shares of Series B Stock.
(3) The Schedule 13G filed by J.P. Morgan & Co. Incorporated disclosed that
virtually all of the shares of Common Stock reported therein are held in
accounts for other persons.
(4) The Schedule 13G filed by FMR Corp. included Edward C. Johnson 3d as a
reporting person and disclosed that Mr. Johnson is Chairman of FMR Corp.
(5) Includes 4,873,300 shares of Common Stock, or 5.7% of the outstanding
shares of Common Stock, owned by Fidelity Magellan Fund, an investment company
registered under the Investment Company Act of 1940.
(6) Includes 5,325,868 shares of Common Stock, or 6.3% of the outstanding
shares of Common Stock, beneficially owned by Fidelity Management & Research
Company, a wholly owned subsidiary of FMR Corp. and an investment adviser
registered under the Investment Advisers Act of 1940.
(7) Loomis Sayles is an investment adviser registered under the Investment
Advisers Act of 1940. Of the shares shown as beneficially owned by Loomis
Sayles, it has sole voting power with respect to 2,360,977 shares of Common
Stock and shared dispositive power with respect to 5,792,185 shares of Common
Stock.
In connection with the acquisition of the Series B Stock in September 1991,
Newell entered into a 10-year standstill agreement that includes, among other
things, provisions limiting certain actions by Newell in respect of the
Corporation and provisions generally restricting to 15% Newell's equity interest
in the Corporation. The agreement also provides that, during the term of the
agreement, Newell shall vote its shares of Common Stock and Series B Stock in
accordance with the recommendation of the Board of Directors of the Corporation
or, in the absence of a recommendation, in the same proportion as the votes cast
by all other holders of the Corporation's capital stock, except with respect to
the election of individuals proposed by Newell to serve as members of the Board
of Directors in accordance with the agreements between the Corporation and
Newell and with respect to matters as to which a class vote is provided. In
connection with the transfer by Newell to Newell Investments Inc. of the shares
of Common Stock and Series B Stock owned by Newell, Newell Investments Inc. also
agreed to be bound by the terms and conditions of the standstill agreement. In
accordance with the terms of the agreements between the Corporation and Newell,
M. Cabell Woodward, Jr. has been proposed by Newell as a director of the
Corporation.
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ELECTION OF DIRECTORS
Nine directors will be elected to hold office until their successors are
elected and qualified. Unless otherwise specified, the proxies received will be
voted for the election of the following persons:
<TABLE>
<CAPTION>
<S> <C>
(Photo of NOLAN D. ARCHIBALD
Nolan D. Archibald CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER
appears THE BLACK & DECKER CORPORATION
here) Mr. Archibald received an undergraduate degree from Weber State University in 1968 and a master of
business administration degree from the Harvard Graduate School of Business in 1970. After serving in
various executive positions with Conroy, Inc., Mr. Archibald became vice president of marketing for the
Airstream Division of Beatrice Companies, Inc. in 1977. His subsequent positions at Beatrice included
president of Del Mar Window Coverings, president of Stiffel Lamp Company, and president of the Home
Products Division. In 1983, Mr. Archibald was elected a senior vice president of Beatrice and president
of the Consumer & Commercial Products Group. He left Beatrice and was elected president and chief
operating officer of the Corporation in September 1985; he was elected chief executive officer of the
Corporation in March 1986. Since that time, Mr. Archibald has been elected to the additional position of
chairman of the Board of the Corporation.
Mr. Archibald, who is 51, was first elected a director of the Corporation in September 1985. He also
serves as a director of ITT Corporation and as a trustee of The Johns Hopkins University.
(Photo of BARBARA L. BOWLES
Barbara L. Bowles PRESIDENT AND CHIEF EXECUTIVE OFFICER
appears here) THE KENWOOD GROUP, INC.
Ms. Bowles received an undergraduate degree from Fisk University in 1968 and a master of business
administration degree from the University of Chicago in 1971. Following graduation, she held various
positions at First National Bank of Chicago, including vice president of trust investments. From 1981 to
1984, Ms. Bowles was assistant vice president and director of investor relations for Beatrice Companies,
Inc. In 1984, she joined Kraft, Inc., where she served as corporate vice president until 1989. Ms. Bowles
is currently president of The Kenwood Group, Inc., an equity advisory firm that she founded in 1989.
Ms. Bowles, who is 47, was first elected a director of the Corporation in July 1993. She also serves as a
director of Hyde Park Bank and Trust Company, the Chicago Urban League, and the Children's Memorial
Hospital of Chicago.
</TABLE>
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<TABLE>
<S> <C>
(Photo of MALCOLM CANDLISH
Malcolm Candlish CHAIRMAN AND CHIEF EXECUTIVE OFFICER
appears here) FIRST ALERT, INC.
Mr. Candlish received an undergraduate degree from the London School of Economics in 1956. After holding
marketing positions with the Beecham Group in London and Brazil and with Colgate-Palmolive in New York,
Mr. Candlish worked for McKinsey & Company, Inc. from 1965 to 1977 in locations around the world,
including New York, Melbourne, Sydney, Cleveland, and Toronto. He was elected a partner of McKinsey in
1971. From 1977 to 1983, he held various positions with Wilson Sporting Goods, including vice president
and general manager of the International Division, senior vice president of marketing, and president. He
then served six years as president and chief executive officer of Samsonite Corporation. In 1989, Mr.
Candlish joined Sealy, Inc. as president and chief operating officer, and shortly thereafter was named
chief executive officer and chairman of the board. In 1992, Mr. Candlish left Sealy, Inc. and was
appointed chairman of the board and chief executive officer of First Alert, Inc., a manufacturer of home
safety products.
Mr. Candlish, who is 59, was first elected a director of the Corporation in December 1991. He also serves
as a director of First Alert, Inc., Dr. Pepper/Seven Up Companies, Inc., The Stiffel Company, and
American Mutual Life Assurance Company.
(Photo of ALONZO G. DECKER, JR.
Alonzo G. Decker, HONORARY CHAIRMAN OF THE BOARD
Jr. appears THE BLACK & DECKER CORPORATION
here) Mr. Decker was first employed by the Corporation in 1922. In 1929, he received a degree in electrical
engineering from Cornell University and joined the Corporation on a full-time basis in 1930,
concentrating most of his activities in engineering, research, and manufacturing. In 1940, Mr. Decker was
elected a director of the Corporation and became vice president of manufacturing. He became executive
vice president in 1956 and, in 1960, was elected president of the Corporation. He became chief executive
officer in 1964 and, in 1968 while continuing as president and chief executive officer, was elected
chairman of the board. Mr. Decker relinquished his positions as president in 1972, as chief executive
officer in 1975, and as chairman of the board in 1979. He continues to serve the Corporation on a
part-time basis in an advisory and consulting capacity.
Mr. Decker, who is 87, serves as a trustee of The Maryland Institute, College of Art. He also serves as a
member of the Board of Visitors and Governors of Washington College and as a trustee emeritus of The
Johns Hopkins University.
</TABLE>
5
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<TABLE>
<S> <C>
(Photo of ANTHONY LUISO
Anthony Luiso CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER
appears here) INTERNATIONAL MULTIFOODS CORPORATION
Mr. Luiso received an undergraduate degree from Iona College in 1967 and a master of business
administration degree in 1982 from the University of Chicago. Upon graduation from college, he was
employed by Arthur Andersen & Co. and, in 1971, joined Beatrice Companies, Inc. Mr. Luiso held various
positions at Beatrice, including president and chief operating officer of the International Food Division
and president and chief operating officer of Beatrice U.S. Food. Mr. Luiso left Beatrice in 1986 to
become group vice president and chief operating officer of the Foodservice Group of International
Multifoods Corporation and currently serves as chairman of the board, president and chief executive
officer of that corporation.
Mr. Luiso, who is 51, was first elected a director of the Corporation in November 1988. He also serves as
a director of Mac Frugal's Bargains (Bullet) Close-Outs Inc. and the Science Museum of Minnesota.
(Photo of J. DEAN MUNCASTER
J. Dean Muncaster PRESIDENT
appears here) ENVIRONMENTAL TECHNOLOGIES INTERNATIONAL INC.
Mr. Muncaster received an undergraduate degree from the University of Western Ontario in 1956 and a
master of business administration degree in 1957 from Northwestern University. He joined Canadian Tire
Corporation, Limited in 1957, which named him a vice president in 1963 and president and chief executive
officer in 1966. Mr. Muncaster retired from Canadian Tire in 1985, and worked as a consultant with his
own firm until 1989, when he joined Canadian Corporate Funding Limited as vice chairman. In 1990, he led
the acquisition by management and institutional investors of Bargain Harolds Discount Limited, a Canadian
chain of general merchandise discount stores. Mr. Muncaster served in various capacities at Bargain
Harolds, including chairman of the board and chief executive officer. In 1992, Price Waterhouse Limited
was appointed as receiver-manager of the business of Bargain Harolds. In September 1993, Mr. Muncaster
became president of Environmental Technologies International Inc., a supplier of technologies, equipment,
and products to municipal and industrial customers in the environmental protection and pollution control
fields in the United States and Canada.
Mr. Muncaster, who is 61, was first elected a director of the Corporation in 1973. He also serves as a
director of Renaissance Energy Limited and Stelco Inc.
(Photo of LAWRENCE R. PUGH
Lawrence R. Pugh CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER
appears here) VF CORPORATION
Mr. Pugh received an undergraduate degree from Colby College in 1956. After serving in various capacities
with Hamilton Beach Company and Ampex Corporation, Mr. Pugh joined the Samsonite Luggage division of
Beatrice Companies, Inc. in 1972. He subsequently served as director of marketing and vice president of
marketing until his election as president of that division in 1975. In 1980, Mr. Pugh joined VF
Corporation, an international apparel company, as president and a director. In 1982, Mr. Pugh was
designated chief executive officer of VF Corporation and, in 1983, was named to the additional post of
chairman of the board.
Mr. Pugh, who is 62, was first elected a director of the Corporation in 1985. He also serves as a
director of Meridian Bancorp., Inc. and Unum Insurance Co. and is chairman of the board of trustees of
Colby College and chairman of the board of Reading Hospital.
</TABLE>
6
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<TABLE>
<S> <C>
(Photo of MARK H. WILLES
Mark H. Willes VICE CHAIRMAN
appears here) GENERAL MILLS, INC.
Mr. Willes received an undergraduate degree from Columbia College in 1963 and a doctorate from Columbia
Graduate School of Business in 1967. He was Assistant Professor of Finance and Visiting Lecturer at the
Wharton School of Finance and Commerce of the University of Pennsylvania from 1967 to 1971. In 1971, Mr.
Willes joined the Philadelphia Federal Reserve Bank, where he held a number of positions, including
director of research and first vice president. He was president of the Federal Reserve Bank of
Minneapolis from 1977 to 1980. Mr. Willes joined General Mills, Inc. in 1980 as executive vice president
and chief financial officer, was elected president, chief operating officer, and a director of General
Mills in 1985, and was elected vice chairman of the board in 1992.
Mr. Willes, who is 53, was first elected a director of the Corporation in 1990. He also serves as a
director of The Talbots, Inc. and Ryder System, Inc.
(Photo of M. CABELL WOODWARD, JR.
M. Cabell Woodward, RETIRED VICE CHAIRMAN AND CHIEF FINANCIAL OFFICER
Jr. appears ITT CORPORATION
here) Mr. Woodward received an undergraduate degree from Princeton University in 1951 and a master of business
administration degree from New York University in 1962. He began his career as a financial officer at
Hanover Bank. In 1961, he joined Continental Baking Company as assistant treasurer and was later elected
vice president -- finance and a director. He was elected executive vice president of Continental in 1969
and later that year was named president and chief executive officer. In 1978, Mr. Woodward became
executive vice president and chief financial officer of ITT Corporation. Two years later, he was elected
a director and, in 1985, was elected a vice chairman and served in that capacity until his retirement in
February 1993.
Mr. Woodward, who is 66, was first elected a director of the Corporation in April 1993. He also serves as
a director of Melville Corporation and Capital Cities/ABC, Inc.
</TABLE>
7
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BOARD OF DIRECTORS
COMPENSATION OF DIRECTORS. Directors who are not officers of the
Corporation receive a retainer fee of $30,000 annually for service on the Board
of Directors, including service on Board committees. Directors also receive a
fee of $1,000 for each Board or Board committee meeting attended and are
reimbursed for expenses incurred in connection with attendance. In addition, the
chairman of each of the Board committees receives an annual retainer fee of
$3,000. Each director has the option to defer all or part of the annual retainer
and meeting attendance fees. During the deferral period, interest accrues
monthly for the benefit of the director on the deferred amount at the rate
earned on employee contributions to the Income Fund of The Black & Decker
Retirement Savings Plan. The Corporation provides $100,000 of term life
insurance for each director who is not an employee of the Corporation and
$200,000 of accident insurance coverage during each day that a director is
traveling in connection with the Corporation's business. The Corporation also
has an agreement with Mr. Decker pursuant to which Mr. Decker is retained as a
part-time employee/consultant at an annual rate of $150,000 to provide
consulting and advisory services as the Board of Directors or the president of
the Corporation may request.
The Board of Directors may designate a retired director as a director
emeritus for a period of one year for each of the first three years following
the director's retirement. A director emeritus is a director for all purposes,
except that he or she (a) is not counted for quorum purposes, (b) may not vote,
and (c) receives an annual retainer fee of $15,000 instead of $30,000. The
Corporation provides retirement benefits in an amount equal to one-half of the
annual retainer on the date the director's service terminates to a director who
retires after having served for five or more years and who has not accepted
election as a director emeritus. The retirement benefit is paid in monthly
installments to the director or the director's surviving spouse until (a) the
number of monthly payments made equals the number of months of service by the
director, (b) 120 monthly payments have been made, or (c) the last day of the
month following the death of the individual entitled to the payments, whichever
occurs first. The retirement benefit is based only on service as a non-employee
director.
During 1994, the Board of Directors held five meetings, and all directors
attended more than 75% of the total number of meetings of the Board and Board
committees on which they served.
COMMITTEES. The Board of Directors currently has four standing committees:
Executive, Organization, Audit, and Finance. On April 26, 1994, the Corporate
Pension Committee was eliminated and its functions were transferred to the
Finance Committee.
EXECUTIVE COMMITTEE. The Executive Committee, which is currently composed
of Alonzo G. Decker, Jr. (Chairman), Nolan D. Archibald, Anthony Luiso, J. Dean
Muncaster, and Lawrence R. Pugh, did not meet during 1994. The Executive
Committee meets when required on short notice during intervals between meetings
of the Board of Directors and has authority to exercise all of the powers of the
Board of Directors in the management and direction of the affairs of the
Corporation, subject to specific directions of the Board of Directors and
subject to the limitations of the Maryland General Corporation Law.
ORGANIZATION COMMITTEE. The Organization Committee, which is currently
composed of Lawrence R. Pugh (Chairman), Anthony Luiso, and Mark H. Willes, met
five times during 1994. Its functions include reviewing on a continuing basis
the Corporation's management structure and performance, nominating annually a
slate of officers and members of the standing committees of the Board of
Directors, reviewing and recommending the election and removal of officers,
reviewing annually the job performance of the elected officers, reviewing and
recommending salaries and benefits for key corporate officers, administering the
Corporation's incentive compensation plans, and acting as the Stock Option
Committee to administer the Corporation's stock option plans.
The Organization Committee also reviews and recommends changes in Board
composition, handles problems of continuing fitness of individual directors,
recommends candidates for election to the Board of Directors to fill vacancies
between annual meetings of stockholders, and proposes to the Board of Directors
a slate of nominees for submission to the stockholders for election as directors
at the annual meeting of stockholders. In performing its nominating function,
the Organization Committee will consider nominees
8
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recommended by stockholders. Recommendations should be submitted in writing to
the Secretary of the Corporation before October 1 of each calendar year and must
include a description of the proposed nominee's qualifications, other relevant
biographical data, and an indication of the consent of the proposed nominee to
serve as a director of the Corporation if elected.
AUDIT COMMITTEE. The Audit Committee, which is currently composed of J.
Dean Muncaster (Chairman), Barbara L. Bowles, Malcolm Candlish, and M. Cabell
Woodward, Jr., met three times during 1994. Its functions include making
recommendations to the Board of Directors regarding the selection of independent
accountants, approving the selection of and change in the independent
accountants selected by the subsidiaries, conferring with the independent
accountants and reviewing the scope and the fees of their prospective annual
audit and the results of their work, reviewing the Corporation's consolidated
financial statements, serving as a channel of communications between the Board
of Directors, management and the independent accountants, reviewing the adequacy
of the Corporation's internal auditing, accounting, and financial controls and
procedures, and approving the nature and scope of non-audit services performed
by the independent accountants.
FINANCE COMMITTEE. The Finance Committee, which is currently composed of
Anthony Luiso (Chairman), Mark H. Willes, Malcolm Candlish, and M. Cabell
Woodward, Jr., met five times during 1994. Its functions include reviewing the
financial policies and procedures of the Corporation, reviewing operating and
financial results, considering corporate financing and the issuance and sale of
the Corporation's securities, reviewing capital expenditure and operating
budgets, approving certain capital expenditures and borrowings having a term in
excess of one year, making recommendations to the Board of Directors on
dividends, reviewing certain acquisitions and dispositions of real estate,
reviewing foreign currency movements and exposures, and considering the
acquisition or disposition of major assets and mergers, and generally overseeing
the pension plans of the Corporation and its subsidiaries.
NOMINATION OF DIRECTORS. The Corporation's By-Laws provide that only
persons nominated in accordance with the following procedures shall be eligible
for election as directors at the meeting. Nominations of persons for election as
directors may be made at the meeting by or at the direction of the Board of
Directors, by any nominating committee or person appointed by the Board, or by
any stockholder of the Corporation entitled to vote for the election of
directors at the meeting who complies with the notice procedures set forth
below.
Nominations, other than those made by or at the direction of the Board,
shall be made pursuant to written notice delivered to or mailed to and received
by the Secretary of the Corporation at the principal executive office of the
Corporation not less than 50 days nor more than 75 days prior to the meeting;
provided, however, that in the event that less than 65 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder must be so received not later than the close of
business on the 15th day following the day on which the notice of the date of
the meeting was mailed or the public disclosure was made, whichever first
occurred. The notice to the Secretary shall set forth (a) as to each person whom
the stockholder proposes to nominate for election or re-election as a director,
(i) the name, age, business address, and residence address of the person, (ii)
the principal occupation or employment of the person, (iii) the class and number
of shares of capital stock of the Corporation that are beneficially owned by the
person, and (iv) any other information relating to the person that is required
to be disclosed in solicitations for proxies for election of directors pursuant
to Rule 14a under the Securities Exchange Act of 1934; and (b) as to the
stockholder giving the notice (i) the name and record address of the stockholder
and (ii) the class and number of shares of capital stock of the Corporation that
are beneficially owned by the stockholder. The Corporation may require any
proposed nominee to furnish such other information as may reasonably be required
by the Corporation to determine the eligibility of the proposed nominee to serve
as a director of the Corporation.
The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and the defective nomination shall be disregarded.
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SECTION 16. Section 16(a) of the Securities Exchange Act of 1934 requires
the Corporation's officers and directors and persons who own more than 10% of a
registered class of the Corporation's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission,
the New York Stock Exchange, and the Corporation. Based solely on its review of
the copies of the forms received by it, or written representations from certain
reporting persons that they were not required to file a Form 5, the Corporation
believes that, with respect to transactions required to have been reported in
1994 or on a Form 5 for the year ended December 31, 1994, all filing
requirements were complied with on a timely basis.
SECURITY OWNERSHIP OF MANAGEMENT
The following table presents information, as of the Record Date, about the
number of shares of Common Stock beneficially owned by each of the directors and
named executive officers of the Corporation and by all current directors and
executive officers of the Corporation as a group. Other than Mr. Archibald, who
beneficially owns 2.4% of the shares of Common Stock, each of the named
directors and executive officers beneficially owns less than 1% of the shares of
Common Stock. All current directors and executive officers as a group
beneficially own 3.6% of the shares of Common Stock. These figures include
shares of Common Stock that executive officers have the right to acquire within
60 days of the date of this Proxy Statement pursuant to the exercise of stock
options. None of the shares of Series B Stock are beneficially owned by
directors or executive officers of the Corporation.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY
NAME OWNED
<S> <C>
Nolan D. Archibald 2,027,449(1)
Barbara L. Bowles 1,000
Malcolm Candlish 1,350(2)
Alonzo G. Decker, Jr. 326,386(3)
Raymond A. DeVita 69,813(4)
Gary T. DiCamillo 85,267(5)
Dennis G. Heiner 181,118(6)
Anthony Luiso 5,000
J. Dean Muncaster 2,600(7)
Lawrence R. Pugh 500
Roger H. Thomas 97,868(8)
Mark H. Willes 4,330(9)
M. Cabell Woodward, Jr. 4,000
All Directors and Executive
Officers as a Group (21 persons) 3,076,689(10)
</TABLE>
(1) Of the total number of shares shown as owned by Mr. Archibald,
1,990,000 shares represent the number of shares Mr. Archibald has the right to
acquire within 60 days upon the exercise of options granted under the
Corporation's stock option plans, 2,002 shares are held for the account of Mr.
Archibald under The Black & Decker Retirement Savings Plan, and 15,240 shares
are held by a family partnership over which Mr. Archibald has voting and
investment power.
(2) The shares shown as owned by Mr. Candlish are owned by a revocable
trust over which Mr. Candlish has voting and investment power in his capacity as
a settlor and a trustee.
(3) Of the total number of shares shown as owned by Mr. Decker, 136 shares
are held for the account of Mr. Decker under The Black & Decker Retirement
Savings Plan, 3,339 shares are held directly by Mr. Decker's spouse, and 150,000
shares are held by two trusts of which Mr. Decker is one of two trustees.
(4) Of the total number of shares shown as owned by Mr. DeVita, 15,942
shares are held for the account of Mr. DeVita under The Black & Decker
Retirement Savings Plan and 50,000 shares represent the number of shares Mr.
DeVita has the right to acquire within 60 days upon the exercise of options
granted under the Corporation's stock option plans.
(5) Of the total number of shares shown as owned by Mr. DiCamillo, 745
shares are held for the account of Mr. DiCamillo under The Black & Decker
Retirement Savings Plan and 80,500 shares represent the number of shares Mr.
DiCamillo has the right to acquire within 60 days upon the exercise of options
granted under the Corporation's stock option plans.
(6) Of the total number of shares shown as owned by Mr. Heiner, 1,449
shares are held for the account of Mr. Heiner under The Black & Decker
Retirement Savings Plan and 175,000 shares represent the number of shares Mr.
Heiner has the right to acquire within 60 days upon the exercise of options
granted under the Corporation's stock option plans.
10
<PAGE>
(7) Of the total number of shares shown as owned by Mr. Muncaster, 2,000
shares are held by a private holding company over which Mr. Muncaster has voting
and investment power.
(8) Of the shares shown as owned by Mr. Thomas, 90,100 shares represent the
number of shares Mr. Thomas has the right to acquire within 60 days upon the
exercise of options granted under the Corporation's stock option plans.
(9) Of the total number of shares shown as owned by Mr. Willes, 4,230
shares are owned jointly with his spouse and 100 shares are owned by Mr. Willes'
son, who shares his same household.
(10) Of the total number of shares shown as owned by all directors and
executive officers as a group, 27,369 shares are held for the account of the
executive officers under The Black & Decker Retirement Savings Plan and
2,630,280 shares represent the number of shares executive officers have the
right to acquire within 60 days upon the exercise of options granted under the
Corporation's stock option plans.
The information provided in the above chart is based on information
received from the directors and executive officers. The inclusion of shares in
the table is not an admission of beneficial ownership by the director or
executive officer next to whose name the shares appear. Unless otherwise
indicated in a footnote to the table, the named director or executive officer
held sole voting and investment power over the shares.
In 1993, the Board of Directors adopted a stock ownership policy for the
Corporation's executive officers. The primary purpose of the policy is to strike
a balance between the objectives of stock ownership and individual financial
planning. The policy provides for a minimum share ownership target that ranges
from shares having a market value of one times an executive officer's base
salary to four times the base salary of the chairman, president and chief
executive officer. Until the minimum share ownership target is met, an executive
officer is expected to retain at least 50% of the net shares received under The
Black & Decker Performance Equity Plan (the "PEP") and upon exercise of stock
options under the Corporation's stock option plans. The policy does not apply to
executive officers who have attained the age of 60.
11
<PAGE>
EXECUTIVE COMPENSATION
The following tables and related text summarize, in accordance with the
regulations of the Securities and Exchange Commission, the Corporation's
compensation of its executive officers.
SUMMARY COMPENSATION
The following table summarizes certain information regarding the
Corporation's compensation of its chief executive officer and certain of its
executive officers whose total annual salary and bonus for fiscal year 1994
exceeded $100,000.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
OTHER SECURITIES ALL
ANNUAL UNDERLYING OTHER
COMPEN- OPTIONS/ PAYOUTS COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SATION SARS LTIP PAYOUTS SATION
Nolan D. Archibald 1994 $825,000 $740,000 $123,157(A) -- $494,759 $20,444 (B)
Chairman, Chief Executive 1993 825,000 650,000 157,288 (C) -- -- 20,708 (D)
Officer and President 1992 825,000 350,000 247,104 (E) 860,000(F) -- 4,531 (G)
Gary T. DiCamillo 1994 335,000 250,000 24,248 (H) 15,000 109,229 5,017 (I)
Group Vice President 1993 293,333 200,000 21,971 (H) 75,000 -- 5,211 (J)
1992 255,000 130,000 26,398 (H) -- -- 1,893 (K)
Raymond A. DeVita 1994 345,000 195,000 164,261 (L) 10,000 167,074 16,798 (M)
Executive Vice President 1993 345,000 155,000 31,199 (N) -- -- 16,604 (O)
1992 326,667 32,000 35,438 (N) -- -- 4,531 (P)
Dennis G. Heiner 1994 330,000 200,000 26,598 (Q) -- 169,643 9,959 (R)
Executive Vice President 1993 330,000 175,000 41,011 (Q) -- -- 11,085 (S)
1992 330,000 120,000 258,823 (T) -- -- 4,531 (U)
Roger H. Thomas(V) 1994 329,286 171,929 312,149 (W) 9,000 136,549 --
Group Vice President 1993 300,700 147,297 12,911 (X) -- -- --
1992 339,931 110,000 61,843 (Y) -- -- --
</TABLE>
(A) Includes perquisites and other personal benefits of $59,087. The
perquisites and other personal benefits included personal use of the
Corporation's plane at an approximate cost to the Corporation of $31,832 and
reimbursement for financial counseling fees of $18,578.
(B) Includes $2,970 in contributions by the Corporation to The Black &
Decker Retirement Savings Plan, and $17,474 in life insurance premiums paid by
the Corporation.
(C) Includes perquisites and other personal benefits of $58,066. The
perquisites and other personal benefits included personal use of the
Corporation's plane at an approximate cost to the Corporation of $33,400 and
reimbursement for financial counseling fees of $16,669.
(D) Includes $4,670 in contributions by the Corporation to The Black &
Decker Retirement Savings Plan, and $16,038 in life insurance premiums paid by
the Corporation.
(E) Includes $156,250 paid in connection with Mr. Archibald's surrender of
500,000 stock appreciation rights ("SARs"). In addition, the Corporation
provides certain perquisites and other personal benefits. The aggregate dollar
cost to the Corporation of perquisites and other personal benefits received by
Mr. Archibald in fiscal year 1992 did not exceed the lesser of $50,000 or 10% of
the total amounts reported in the Salary and Bonus columns.
(F) Mr. Archibald received two separate stock option grants in 1992. The
first grant of 500,000 stock options was made following the Corporation's
request that he surrender 500,000 stock appreciation rights granted in 1989.
Upon surrender of the stock appreciation rights, Mr. Archibald was granted
500,000 stock options and was paid $156,250 representing the difference in value
between the stock option exercise price of $21.1875 and the stock appreciation
base value of $20.8750. This exchange enabled the Corporation to avoid an
unfavorable charge against earnings under current accounting principles. The
second grant of 360,000 stock options was a special five-year grant that,
together with a grant of 750,000 stock options in 1991, was awarded in lieu of
any base salary increase for a period of at least four years from the date of
his last increase. Mr. Archibald will receive no additional stock option grants
before 1996.
(G) Represents contributions by the Corporation to The Black & Decker
Retirement Savings Plan.
12
<PAGE>
(H) In addition, the Corporation also provides certain perquisites and
other personal benefits. The aggregate dollar cost to the Corporation of the
perquisites and other personal benefits received by Mr. DiCamillo in fiscal year
1994, 1993 and 1992 did not exceed the lesser of $50,000 or 10% of the total
amounts reported in the Salary and Bonus columns.
(I) Includes $1,485 in contributions by the Corporation to The Black &
Decker Retirement Savings Plan, and $3,532 in life insurance premiums paid by
the Corporation.
(J) Includes $2,335 in contributions by the Corporation to The Black &
Decker Retirement Savings Plan, and $2,876 in life insurance premiums paid by
the Corporation.
(K) Represents contributions by the Corporation to The Black & Decker
Retirement Savings Plan.
(L) Includes perquisites, other personal benefits and reimbursement for
moving expenses of $99,773. The reimbursement for moving expenses totalled
$96,548.
(M) Includes $2,970 in contributions by the Corporation to The Black &
Decker Retirement Savings Plan, and $13,828 in life insurance premiums paid by
the Corporation.
(N) In addition, the Corporation also provides certain perquisites and
other personal benefits. The aggregate dollar cost to the Corporation of the
perquisites and other personal benefits received by Mr. DeVita in fiscal year
1993 and 1992 did not exceed the lesser of $50,000 or 10% of the total amounts
reported in the Salary and Bonus columns.
(O) Includes $4,670 in contributions by the Corporation to The Black &
Decker Retirement Savings Plan, and $11,934 in life insurance premiums paid by
the Corporation.
(P) Represents contributions by the Corporation to The Black & Decker
Retirement Savings Plan.
(Q) In addition, the Corporation also provides certain perquisites and
other personal benefits. The aggregate dollar cost to the Corporation of the
perquisites and other personal benefits received by Mr. Heiner in fiscal year
1994 and 1993 did not exceed the lesser of $50,000 or 10% of the total amounts
reported in the Salary and Bonus columns.
(R) Includes $2,970 in contributions by the Corporation to The Black &
Decker Retirement Savings Plan, and $6,989 in life insurance premiums paid by
the Corporation.
(S) Includes $4,670 in contributions by the Corporation to The Black &
Decker Retirement Savings Plan, and $6,415 in life insurance premiums paid by
the Corporation.
(T) Includes perquisites, other personal benefits and reimbursement for
moving expenses that exceeded 10% of the amount reported in the Salary and Bonus
columns. The reimbursement for moving expenses totalled $156,110.
(U) Represents contributions by the Corporation to The Black & Decker
Retirement Savings Plan.
(V) Except for the amounts shown in the Bonus column of the table and as
otherwise indicated in this Proxy Statement, amounts for Mr. Thomas, who was
paid in pounds sterling and Singapore dollars, are calculated based on the
Corporation's weighted average exchange rate for accounting purposes for the
applicable period.
(W) Includes perquisites, other personal benefits and reimbursement for
moving expenses of $302,615. The perquisites and other personal benefits include
club dues and membership fees of $97,070, primarily composed of a transferable
initial membership fee incurred in connection with Mr. Thomas' relocation from
the United Kingdom to Singapore at the request of the Corporation. The
membership fee is recoverable for the benefit of the Corporation upon transfer
at the market value of the membership at the time of transfer.
(X) In addition, the Corporation also provides certain perquisites and
other personal benefits. The aggregate dollar cost to the Corporation of the
perquisites and other personal benefits received by Mr. Thomas in fiscal year
1993 did not exceed the lesser of $50,000 or 10% of the total amounts reported
in the Salary and Bonus columns.
(Y) Includes perquisites and other personal benefits, which exceeded 10% of
the amounts reported in the Salary and Bonus columns. The perquisites included
$36,299 paid by the Corporation in connection with Mr. Thomas' use of a company
car.
13
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information with respect to grants
made by the Corporation of stock options to named executive officers pursuant to
the Corporation's stock option plans during fiscal year 1994. No SARs were
granted to executive officers during fiscal year 1994.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
POTENTIAL REALIZED
VALUE AT
INDIVIDUAL GRANTS ASSUMED ANNUAL RATES
NUMBER OF OF
SECURITIES % OF TOTAL STOCK PRICE
UNDERLYING OPTIONS/SARS GRANTED EXERCISE APPRECIATION
OPTIONS/SARS TO EMPLOYEES OR BASE EXPIRATION FOR OPTION TERM
NAME GRANTED(A) IN FISCAL YEAR PRICE DATE 5% 10%
Nolan D. Archibald -- -- -- -- -- --
Gary T. DiCamillo 15,000 2.0% $22.5625 10/19/2004 $212,842 $539,382
Raymond A. DeVita 10,000 1.3 23.375 12/7/2004 147,004 372,537
Dennis G. Heiner -- -- -- -- -- --
Roger H. Thomas 9,000 1.2 22.50 10/19/2004 127,351 322,733
</TABLE>
(A) The referenced stock options have an exercise price equal to the fair
market value of the Common Stock on the date of grant as defined in the
underlying stock option plan, and become exercisable in four equal annual
installments commencing 12 months after the date of grant.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END
OPTION/SAR VALUES
The following table sets forth certain information with respect to the
exercise of stock options and SARs by the Corporation's named executive officers
during fiscal year 1994 and information concerning the number and value of
unexercised stock options at December 31, 1994. The value of unexercised stock
options is based on the closing price per share of Common Stock of $23.75 on
December 30, 1994, the last trading day of fiscal year 1994. As of that date no
SARs were outstanding.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES ACQUIRED VALUE DECEMBER 31, 1994 DECEMBER 31, 1994
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
Nolan D. Archibald -- -- 1,840,000 480,000 $9,697,500 $ 3,798,750
Gary T. DiCamillo -- -- 80,500 84,000 505,500 278,813
Raymond A. DeVita -- -- 50,000 10,000 143,750 3,750
Dennis G. Heiner -- -- 175,000 -- 753,125 --
Roger H. Thomas -- -- 90,100 9,000 629,788 11,250
</TABLE>
14
<PAGE>
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
NUMBER OF PERFORMANCE OR
SHARES, OTHER PERIOD UNTIL ESTIMATED FUTURE PAYOUTS UNDER
UNITS OR OTHER MATURATION OR NON-STOCK PRICE-BASED PLANS(B)
NAME RIGHTS(A) PAYOUT THRESHOLD TARGET MAXIMUM
Nolan D. Archibald 25,109 3 years $298,169 $596,339 $894,508
Gary T. DiCamillo 9,130 3 years 108,419 216,838 325,256
Raymond A. DeVita 9,000 3 years 106,875 213,750 320,625
Dennis G. Heiner 8,609 3 years 102,232 204,464 306,696
Roger H. Thomas 7,135 3 years 84,728 169,456 254,184
</TABLE>
(A) Each of the referenced awards constitutes a grant of Performance Units,
which represent units equivalent to shares of Common Stock, under the PEP in
December 1994 for the three-year period commencing January 1, 1995. Cash amounts
paid under the PEP during fiscal year 1994 for outstanding Performance Units in
amounts equal to the dividends that would have been paid if the Performance
Units were granted in the form of shares of Common Stock are included in the
Other Annual Compensation column of the Summary Compensation Table.
(B) In accordance with the performance goals established under the PEP for
the three-year period ending December 31, 1997, the threshold, target, and
maximum awards are equal to 50%, 100%, and 150%, respectively, of the
Performance Units granted. The various levels of future payouts will be based
upon the Corporation's achievement of established earnings per common share
targets at the end of the three-year performance period. The future payouts
under the PEP may be adjusted by the Organization Committee based on individual
contributions made to the Corporation or other factors deemed appropriate by the
Organization Committee. The amounts shown for each named executive officer are
based on the closing price per share of Common Stock of $23.75 on December 30,
1994, the last trading day of fiscal year 1994. The value of any payouts
ultimately received by each of the named executive officers will vary depending
on the price per share of Common Stock on the date the payouts are made.
PENSION BENEFITS
The following table shows the estimated annual retirement benefits payable
under the Corporation's pension plans to participating employees, including the
executive officers named in the Summary Compensation Table, in the remuneration
and years of service classifications indicated. The Corporation maintains
tax-qualified defined benefit plans, which cover most officers and salaried
employees on a non-contributory basis. Certain tax code provisions limit the
annual benefits that may be paid from tax-qualified retirement plans. As
permitted by the Employee Retirement Income Security Act of 1974, as amended,
the Corporation also maintains supplemental plans that authorize payment out of
the general funds of the Corporation of benefits in excess of amounts permitted
to be paid under the tax-qualified plans. The following table reflects benefits
payable under both the tax-qualified plans and the applicable supplemental
plans.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS OF SERVICE
REMUNERATION 15 20 25 30 35
<CAPTION>
<S> <C> <C> <C> <C> <C>
$ 300,000 $ 150,000 $ 150,000 $ 150,000 $ 150,000 $ 150,000
500,000 250,000 250,000 250,000 250,000 250,000
700,000 350,000 350,000 350,000 350,000 350,000
900,000 450,000 450,000 450,000 450,000 450,000
1,100,000 550,000 550,000 550,000 550,000 550,000
1,300,000 650,000 650,000 650,000 650,000 650,000
1,500,000 750,000 750,000 750,000 750,000 750,000
1,750,000 875,000 875,000 875,000 875,000 875,000
2,000,000 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000
<CAPTION>
</TABLE>
Compensation used under the tax-qualified defined benefit plans and the
applicable supplemental plans in calculating the annual normal retirement
benefit amounts reflected in the Pension Plan Table is the highest three-year
average out of the executive's last five years of employment with the
Corporation of base annual salary and bonuses (as reported in the Summary
Compensation Table). The normal retirement age for pension plan purposes is age
65 and for supplemental plan purposes is age 60 with five years of service.
15
<PAGE>
The respective years of service credited for pension plan purposes as of
December 31, 1994, and the estimated years of service at age 60 for each of the
persons (other than Roger H. Thomas who participates in a pension program
maintained by the Corporation's principal United Kingdom subsidiary) named in
the Summary Compensation Table are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
YEARS OF SERVICE YEARS OF SERVICE
NAME AT DECEMBER 31, 1994 AT NORMAL RETIREMENT
Nolan D. Archibald 9.33 17.80
Gary T. DiCamillo 8.62 24.56
Raymond A. DeVita 36.56 38.16
Dennis G. Heiner 9.13 17.76
</TABLE>
Mr. Thomas is covered by a pension program maintained by the Corporation's
principal subsidiary in the United Kingdom. Annual retirement benefits under
that program at normal retirement are equal to 66-2/3% of Mr. Thomas' final
average annual compensation, reduced by benefits Mr. Thomas receives under the
basic state pension in the United Kingdom.
The Pension Plan Table reflects the annual benefit payable commencing at
the participant's 60th birthday in the form of an annuity for the participant's
life with a 50% contingent annuity payable in favor of his or her spouse. Under
this pension benefit option, if a participant dies while receiving benefits, his
or her surviving spouse receives 50% of the monthly benefits for the spouse's
life.
The benefits reflected in the Pension Plan Table are offset or reduced by
100% of the participant's Social Security benefits and any retirement,
disability, severance, death, and similar benefits received from the Corporation
or any other employer.
SEVERANCE BENEFITS AND OTHER AGREEMENTS
Certain of the terms and conditions of employment of Nolan D. Archibald,
the Corporation's chairman, president, and chief executive officer, are governed
by a written employment contract. Mr. Archibald's contract currently provides
for an annual salary of $825,000, severance payments to Mr. Archibald on
substantially the same terms and conditions set forth below in respect of the
severance benefits agreements, and the continuation of substantially all
benefits and perquisites for a three-year period or until Mr. Archibald obtains
substantially equivalent employment.
In addition to the severance benefits agreements discussed below, the
Corporation has a salary continuance policy covering certain officers of the
Corporation, including Messrs. DiCamillo, DeVita, Heiner, and Thomas. In the
event any of the covered officers is terminated other than for cause, his
compensation and benefits will be continued for a period of up to one or two
years or until another position of employment is obtained, whichever occurs
first. The amount payable to the executive under the salary continuance policy
will be offset by any base salary paid to the executive by another employer;
provided, however, that the Corporation will continue to pay the difference
between the executive's new base salary and the base salary at the time of
termination, if higher, for the remainder of the period.
In 1986, the Corporation entered into severance benefits agreements that
provide for payments to be made to certain key management employees who are
terminated following a change in control of the Corporation. These agreements
have been amended and restated, and currently cover approximately 18 employees,
including each of the named executive officers. The severance benefits
agreements expire on December 31, 1995, unless a change in control shall have
occurred prior to that date, in which case the agreements expire 36 months after
the date of the change in control. The severance benefits agreements provide for
the payment by the Corporation of specified benefits in the event the employment
of the employee terminates under certain circumstances during a period of three
years following any change in control of the Corporation. For purposes of these
agreements, a change in control shall be deemed to take place whenever (i) a
person, group of persons, or other entity becomes the beneficial owner, directly
or
16
<PAGE>
indirectly, of securities of the Corporation having 20% or more of the combined
voting power of the Corporation's then-outstanding securities, (ii) certain
significant changes in the composition of the Board of Directors occur, (iii)
the Corporation enters into an agreement that would result in a change of
control, or (iv) the stockholders of the Corporation approve certain
extraordinary transactions.
Circumstances triggering payment of severance benefits under these
agreements include (i) involuntary termination of employment for reasons other
than death, disability, retirement, or cause or (ii) voluntary termination by
the employee in the event of certain significant changes in the nature of his or
her employment, including certain reductions in compensation and changes in
responsibilities and powers.
Benefits under the severance benefits agreements generally include (i) a
lump sum severance payment equal to three times the sum of (a) the employee's
annual base salary and (b) the employee's Annual Incentive Plan Maximum Payment,
(ii) payment of deferred compensation, (iii) certain cash payments in lieu of
shares of Common Stock issuable under the Corporation's stock option plans, (iv)
vesting of benefits under the terms of supplemental pension plans based on
specified age and service credit assumptions, (v) maintenance for a period of
two additional years of all life, disability, accident, and health insurance
benefits substantially similar to those benefits to which the employee was
entitled immediately prior to termination, (vi) certain additional payments to
cover any excise tax imposed by Section 4999 of the Internal Revenue Code, and
(vii) reimbursement of legal fees and expenses, if any, incurred as a result of
such termination. For purposes of the foregoing, Annual Incentive Plan Maximum
Payment shall mean 150% of the higher of the employee's 1990 target award under
the Annual Incentive Plan or any greater target award provided for in any
subsequent year.
The Board of Directors believes that these severance benefits agreements
will encourage the commitment and availability of its key management employees
and ensure that they will be able to devote their full attention and energies to
the Corporation's affairs in the face of potentially disruptive and distracting
circumstances that may arise in the event of an attempted or actual change in
control or an unsolicited takeover of the Corporation. In any such event, key
management employees will be able to analyze and evaluate proposals objectively
with a view to the best interests of the Corporation and its stockholders and to
take such other action as the Board of Directors may deem to be appropriate. The
severance benefits agreements, however, may have the incidental effect of
discouraging takeovers and protecting the employees from removal, since the
agreements increase the cost that would be incurred by an acquiring company
seeking to replace current management.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with the relocation of Mr. Thomas from the United Kingdom to
Singapore, the Corporation paid a security deposit in the amount of $74,294 on
behalf of Mr. Thomas to the lessor of his apartment. The deposit is intended to
secure Mr. Thomas' lease obligations and is expected to be repaid to the
Corporation at the expiration of Mr. Thomas' lease.
ORGANIZATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Recommendations regarding the compensation of the Corporation's executive
officers are made by the Organization Committee and are approved by the Board of
Directors. The Board of Directors did not reject or modify in any material way
any of the recommendations of the Organization Committee during 1994.
PHILOSOPHY AND OBJECTIVES. The Corporation seeks to attract and retain top
quality executives by providing a competitive, performance-based executive
compensation program. The fixed compensation element of the program is intended
to be, in the aggregate with other compensation, competitive with the market.
The incentive compensation element is designed to focus management on annual and
long-term financial performance and on long-term stock price performance, with
both annual and long-term objectives and both cash and stock-based rewards. The
program reflects the Corporation's pay-for-performance philosophy and is
intended to provide pay commensurate with performance.
17
<PAGE>
Total payouts under the incentive compensation element of the program vary
with the Corporation's annual and long-term performance against the objectives
and targets established under each of the incentive compensation plans and with
the Committee's and the Board of Directors' subjective evaluation of individual
performance.
The Committee's evaluation process and the ultimate level of annual
incentive compensation for an individual executive officer is not based solely
on a mechanical or mathematical formula. Instead, once it is determined that a
participant is eligible for payment under the Annual Incentive Plan because the
Corporation reached its threshold earnings per common share ("EPS") and the
particular business unit reached its financial targets, the exact amount of the
payment is determined by multiplying the target payment by a payout factor and
an individual performance factor. Although the payout factor is determined by a
mathematical formula calculated against preestablished objectives, the actual
payment is determined following a subjective evaluation of the participant's
performance and success in areas deemed to be significant to the Corporation as
a whole or to the particular business unit. This evaluation may result in a
payment in excess of the target amount (subject to the maximum amounts payable
under the plan) or less than the target amount. In arriving at its decision, the
Committee also considers both internal and external changes that occurred during
the year and the extent to which the participant responded to those changes.
This process, which is not constrained by fixed formulas, gives the Committee
the flexibility necessary to respond to the continually changing multinational
environment in which the Corporation operates.
In 1993, the United States Internal Revenue Code was amended to limit
deductions for certain compensation in excess of $1 million annually paid to
executive officers of public companies such as the Corporation. The legislation
imposing this change is unclear on a number of important issues, and the
ultimate effect of the change on the Corporation and other public companies will
depend to a significant extent on the implementing regulations. Proposed
regulations have been issued and were amended in 1994, but these regulations are
not final and also are subject to a number of interpretations. The legislation
and the proposed regulations exclude from the $1 million limitation compensation
payable under a written binding contract that was in effect on February 17,
1993. Based on its review of the legislation and the proposed regulations, the
Corporation believes that a substantial portion of Mr. Archibald's compensation
in 1994 (including Mr. Archibald's base salary and amounts awarded under the
PEP) will be exempted by this provision from the $1 million deduction
limitation. The Committee intends to continue to evaluate the impact of this
legislation. At this time, however, the Committee and the Board of Directors
have not taken any action in respect of the Corporation's executive compensation
program as a result of the change.
PRINCIPAL COMPONENTS OF EXECUTIVE COMPENSATION. The principal components of
the executive compensation program are base salary, annual and long-term
incentive compensation, and stock option incentives.
The Corporation's objective is to pay its executive officers base salaries
that are competitive in the marketplace as reported in surveys conducted by
well-known compensation consultants. To this end, the Corporation's base
salaries for executive officers generally range from the 25th percentile to the
75th percentile of the companies included in the consultants' surveys. Although
from time to time there are exceptions to this range, an individual executive
officer's compensation level generally is based on tenure, an evaluation of the
executive officer's performance during the period in which he or she has been
employed by the Corporation or its subsidiaries and other special circumstances
such as the international nature of the Corporation's business, overseas
assignment and, in certain cases, direct competition for the executive officer's
services. The Committee and the Board of Directors generally consider increases
in base salary at 14-month intervals for executive officers other than the chief
executive officer and at 18-month intervals for the chief executive officer. The
Committee and the Board of Directors from time to time also consider increases
in base salary in connection with significant promotions or increases in the
responsibilities of executive officers.
Under the Corporation's Annual Incentive Plan, the Committee annually
approves a bonus pool based upon a number of factors, including but not limited
to EPS performance against established targets. Individual awards generally are
based upon corporate financial performance (as measured by corporate EPS,
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<PAGE>
excluding unusual or nonrecurring charges and credits, where appropriate),
business unit performance (as measured by operating income and working capital
management against budget, each determined at the business unit level), and a
subjective evaluation of individual performance. Target incentive awards are
multiplied by a payout factor and an individual performance factor. For
executive officers who are members of the corporate staff, the payout factor is
entirely dependent upon actual EPS measured against target EPS. For executive
officers with operating responsibility for individual units, 25% of the payout
factor is determined by comparing actual EPS to target EPS and 75% is determined
by comparing business unit operating income and working capital management to
target business unit performance in these areas. The bonus pool for fiscal year
1994 was established based solely on the Corporation's EPS in 1994.
The Corporation's 1994 EPS exceeded the EPS target established by the
Committee at the beginning of the year for purposes of awards under the Annual
Incentive Plan. Target incentive awards for 1994 ranged from 15% to 60% of base
salary, with maximum awards of 22.5% to 90% of base salary depending on the
extent to which the Corporation exceeded the EPS target for the year and the
Committee's evaluation of each individual's performance and the performance of
the business unit or units for which each executive officer was responsible. In
1994, 444 individuals participated in the Annual Incentive Plan.
The Corporation's long-term incentive program comprises stock option plans
and the Performance Equity Plan (the "PEP"). The PEP is a stock-unit based
performance plan adopted in 1989 to replace the former cash-based long-term
incentive compensation plan. Stock options and PEP units are granted annually to
eligible participants, except that in the case of stock options approximately 50
executive officers and other key employees have received multi-year grants
rather than annual grants. Stock options generally have a 10-year term, are
granted at fair market value on the date of grant, and become exercisable over a
four-year period (or, in the case of certain multi-year grants previously made
to senior executive officers, a five-year period). The PEP units provide a
potential award, payable in stock, based on the Corporation's three-year
performance against an established EPS target. The EPS target under the PEP is
established by the Committee at the beginning of each three-year period after
consideration of the Corporation's long-term operating plan. The selection of
target award levels for the PEP and the level of annual stock option grants is
based on the Corporation's objective to provide long-term incentive compensation
(including PEP awards and stock option grants) that generally falls within the
50th percentile to the 75th percentile of the companies included in the
consultants' surveys referred to above in connection with the discussion of the
Annual Incentive Plan. The number of stock options or PEP units granted to an
executive officer for a given period generally is a function of the individual's
base salary, in that the dollar value of the shares underlying the stock option
or performance unit grant ranges from 25% to 70% of base salary. To maximize the
incentive aspects of these programs and focus on those individuals who are in a
position to have the greatest effect on the Corporation's performance, the
percentages of base salary increase as the level of responsibility of the
executive officer increases.
The number of stock options or performance units is not tied to past
corporate performance since the ultimate value of the stock option or
performance unit depends on future corporate performance and the future market
values of the Corporation's stock.
Approximately 390 individuals received stock options in 1994 and 38
individuals participated in the three-year PEP performance period that ended on
December 31, 1994.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER. Mr. Archibald's base salary
during 1994, which was paid pursuant to the terms of a preexisting employment
agreement and has not been increased since 1989, was $825,000, which fell within
the Corporation's target range for base salaries referenced above. Mr.
Archibald's annual incentive award of $740,000 for fiscal year 1994 was based on
the Corporation's EPS of $1.37. Under the Annual Incentive Plan criteria
established at the beginning of 1994, Mr. Archibald was eligible for a target
award of 60% of his base salary with a maximum award of 90% of his base salary.
In arriving at the award, the Committee considered the Corporation's EPS as well
as its subjective evaluation of Mr. Archibald's performance during the year. The
award exceeded the target award by an amount that reflected the amount by which
EPS exceeded target EPS for fiscal year 1994 and was further
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<PAGE>
increased by the Committee based on their evaluation of the Corporation's and
Mr. Archibald's performance, including improvements in stockholder returns and
the Corporation's improved financial performance in areas such as earnings,
revenue growth, return on equity, cash flow, debt reduction and manufacturing
cost reduction, progress in strengthening management talent and depth and new
product development initiatives, and the improved performance of those
businesses that had not met expectations in fiscal year 1993.
Mr. Archibald did not receive or exercise any stock options during fiscal
year 1994. PEP awards and stock options represent Mr. Archibald's primary
long-term incentive opportunity. Coupled with the Corporation's stock ownership
policy for executive officers, which is discussed above under the caption
"Security Ownership of Management," these components of the Corporation's
long-term incentive award program are intended to create a strong motivation to
develop and implement strategies that lead to consistent and lasting increases
in the Corporation's return to its stockholders.
For the three-year performance period ended December 31, 1994, Mr.
Archibald had been granted 32,083 PEP units. Because the Corporation achieved
the established EPS minimum for this performance period, 19,450 shares were
awarded to Mr. Archibald for the period. This number of shares represented an
award of approximately 60% of the PEP units initially granted to Mr. Archibald
for this performance period and was calculated by comparing the actual EPS to
the minimum award EPS (which would have entitled Mr. Archibald to a 50% award)
and the target award EPS (which would have entitled Mr. Archibald to a 100%
award) established at the beginning of the performance period. For the
three-year performance period beginning January 1, 1995, the Committee granted
Mr. Archibald 25,109 PEP units which, if earned, would equal approximately 70%
of his current salary based on the stock price on the date of grant.
COMPENSATION OF OTHER EXECUTIVE OFFICERS. With the exception of an
executive officer who received a salary increase in connection with her election
as an executive officer in 1994, the named and other executive officers of the
Corporation received salary increases ranging from 0% to 12.5% on an annualized
basis during fiscal year 1994.
The named and other executive officers of the Corporation (other than Mr.
Archibald) received annual incentive awards ranging from $75,000 to $250,000.
The incentive awards were determined in a manner consistent with the plans and
philosophy described above.
For the three-year performance period beginning January 1, 1995, the
Committee granted PEP units to executive officers (other than Mr. Archibald)
based on target percentages of base salary of approximately 40% to 60% in a
manner consistent with the philosophy described above. For the three-year
performance period ended December 31, 1994, the Committee awarded shares to
those executive officers participating in the PEP at a level of approximately
60% of the PEP units initially granted for this performance period in a manner
consistent with the philosophy described above.
A number of named and other executive officers of the Corporation (other
than Mr. Archibald) received stock option grants during 1994. The level of the
stock option grants was determined based on the Corporation's long term
incentive compensation philosophy described above. Generally the options have a
10-year term, are exercisable at the fair market value of the shares of Common
Stock on the date of grant, and become exercisable ratably over a four-year
period.
COMMITTEE ACCESS TO COMPETITIVE DATA. The Committee reviews competitive
data from recognized national surveys concerning executive compensation levels
and practices as part of the process of establishing an appropriate level of
overall executive compensation. These surveys include some of the companies that
are included in the Peer Group used by the Corporation in the comparison of
five-year cumulative total return set forth below as well as many other
companies not in the Peer Group. The Committee has chosen not to limit the
survey information to companies in the Peer Group because the search to attract
new executives is not limited to companies within the same industry, and the
competition the Corporation faces to retain existing executives comes from
companies in many different industries. After
20
<PAGE>
reviewing the available competitive data, the Committee evaluates the
executive's performance and considers the particular needs of the Corporation to
arrive at individual compensation decisions, which involve an overall appraisal
of the executive.
The Committee's and the Board of Directors' eligibility criteria for
membership on the Committee provides that a director may not serve on the
Committee if, among other things, the director is or was an employee of the
Corporation, is receiving compensation from the Corporation in any capacity
other than as a director or is an employee or principal of an advisor or
consultant or of a significant customer or supplier.
Lawrence R. Pugh (Chairman)
Anthony Luiso
Mark H. Willes
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
Chart of Comparison of Five-Year Cumulative Total Return appears here.
(Plot points appear below:
1990 1991 1992 1993 1994
Black & Decker 50 92 100 111 136
Peer Group 83 94 104 143 134
S&P 500 97 126 136 150 152)
Assumes $100 invested at the close of business on December 31, 1989, in
Black & Decker Common Stock, S&P 500 Index, and Peer Group.
Cumulative total return assumes reinvestment of dividends.
Peer Group consists of the companies in S&P Hardware and Tools, Value Line
Home Appliances, Business Week 1000 Machine and Hand Tools, and Fortune 500
Industrial and Farm Equipment. Total return was weighted according to market
capitalization of each company at the beginning of each year. The Corporation
will provide a list of each of the companies in its Peer Group upon request.
Requests should be directed to the Corporation at its principal office,
Attention: Corporate Secretary.
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APPROVAL OF THE BLACK & DECKER CORPORATION 1995 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
On December 8, 1994, the Board of Directors adopted, subject to the
approval of the stockholders of the Corporation, the 1995 Stock Option Plan for
Non-Employee Directors (the "Director Plan"). As discussed above under
"Compensation of Directors," non-employee directors of the Corporation currently
receive cash compensation in the form of an annual retainer and fees for
attending committee and board meetings. The Corporation believes it is important
that the interests of its directors be aligned with those of its shareholders
and, consequently, adopted the Director Plan as a means of further strengthening
that link.
The following summary of the principal features of the Director Plan is
qualified in its entirety by the complete text of the Director Plan, which is
set forth in Appendix A to this Proxy Statement. Capitalized terms used in the
following summary, but not defined herein, shall have the meanings contained in
the Director Plan.
PURPOSE. The purpose of the Director Plan is to provide for the receipt by
non-employee directors of the Corporation of a portion of their compensation for
serving on the Board of Directors in the form of stock options in order to
attract and retain qualified individuals to serve as directors of the
Corporation and to further align the interests of non-employee directors with
those of the stockholders by increasing their proprietary interests in the
Corporation.
ADMINISTRATION. The Director Plan operates pursuant to procedures and
guidelines set forth in the Director Plan itself. No discretion regarding
administration of the Director Plan is vested in the Board of Directors or any
other officer or director of the Corporation.
PARTICIPATION. All directors of the Corporation who are not full-time
employees of the Corporation or any of its subsidiaries automatically are
entitled to participate in the Director Plan. The Corporation currently has
eight directors who are not full-time employees.
SHARES AVAILABLE UNDER THE DIRECTOR PLAN. The Director Plan authorizes the
issuance from time to time of up to 150,000 shares of Common Stock. The number
of shares issuable under the Director Plan will be adjusted to reflect events
such as a reorganization, recapitalization, stock split, stock dividend,
combination of shares of Common Stock, merger, consolidation, share exchange,
acquisition of property or stock, or any change in the capital structure of the
Corporation. If any option granted under the Director Plan terminates without
having been exercised, the number of shares of Common Stock as to which such
option was not exercised will remain available for future grants under the
Director Plan. The shares of Common Stock to be issued upon the exercise of
options granted pursuant to the Director Plan shall be made available from the
authorized and unissued shares of Common Stock.
INITIAL AND RE-ELECTION AWARD GRANTS. Upon election to the Board of
Directors, each director who is not a full-time employee will automatically
receive an option to purchase 2,000 shares of Common Stock. Upon each
re-election to the Board of Directors, he or she automatically will receive an
option to purchase an additional 1,500 shares of Common Stock. The exercise
price per share for each option shall be equal to the Fair Market Value of a
share of Common Stock on the date of grant of the option.
LIMITED STOCK APPRECIATION RIGHTS. Each option granted under the Director
Plan includes a limited stock appreciation right entitling the holder to
receive, in connection with a Change in Control of the Corporation, a cash
payment in cancellation of all options that are outstanding on the date of the
Change in Control, provided such options have been held for a period of at least
six months from the date of acquisition to the date of cash settlement. The cash
payment shall be equal to the number of shares covered by the cancelled options
multiplied by the excess over the exercise price of the options of the higher of
the Fair Market Value of a share of Common Stock on the date of the Change in
Control or the highest per share price paid for shares of Common Stock in
connection with the Change in Control.
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VESTING AND OTHER REQUIREMENTS. Each option granted pursuant to the
Director Plan will become exercisable 12 months after the date the option is
granted. The latest date on which an option granted under the Director Plan may
be exercised will be the 10th anniversary of the date of grant. If an option
holder does not purchase the full number of shares of Common Stock that he or
she at any time has become entitled to purchase, he or she may purchase all or
any part of those shares of Common Stock at any subsequent time during the term
of the option.
AMENDMENTS AND DISCONTINUANCE. Unless sooner terminated by the Board of
Directors, no option or limited stock appreciation right may be granted under
the Director Plan after the close of business on April 30, 2005. The Board of
Directors has the right, at any time and from time to time, to amend, modify, or
discontinue the Director Plan provided that no such amendment, modification, or
discontinuance shall (i) revoke or alter the terms of any option or limited
stock appreciation right previously granted, (ii) increase the number of shares
of Common Stock reserved for issuance and sale pursuant to the Plan, (iii)
decrease the exercise price or increase the amount of cash that a holder of
limited stock appreciation rights is entitled to receive upon exercise of a
limited stock appreciation right, (iv) change the class of individuals eligible
to participate in the Plan, or (v) provide for options or limited stock
appreciation rights exercisable more than 10 years after the date of grant.
Provisions of the Director Plan relating to the amount, price or timing of
benefits or the grant or exercise of options or limited stock appreciation
rights may not be amended more than once every six months unless such amendment
would be consistent with the provisions of Rule 16b-3(c)(2)(ii) under the
Securities Exchange Act of 1934.
SUMMARY OF TAX CONSEQUENCES OF THE DIRECTOR PLAN. The following discussion
of the Federal tax consequences of the Director Plan is based on the tax code
provisions in effect on the date of this Proxy Statement, current regulations
thereunder, and existing administrative rulings of the Internal Revenue Service.
The discussion is limited to the tax consequences on United States citizens and
the tax consequences may vary depending upon the personal circumstances of
individual holders of stock options or limited stock appreciation rights.
An option holder will not recognize income upon the grant of an option or a
limited stock appreciation right under the Director Plan, or at any other time
prior to the exercise of the option or limited stock appreciation right. Upon
exercise of a stock option, the option holder will recognize compensation
taxable as ordinary income in an amount equal to the excess of the fair market
value of the Common Stock on the date the option is exercised over the option
price of the Common Stock. Upon exercise of a limited stock appreciation right,
the limited stock appreciation right holder will recognize compensation taxable
as ordinary income in an amount equal to the limited stock appreciation right
payment received. The Corporation then will be entitled to a deduction in a like
amount for compensation paid to the option holder or limited stock appreciation
right holder. The ordinary income recognized upon exercise of an option or
limited stock appreciation right will constitute "personal service income" for
purposes of Federal income taxes. Participants will be advised to consult their
personal tax advisors concerning the tax consequences of their participation in
the Director Plan and their exercise of options or limited stock appreciation
rights granted to them.
A subsequent taxable disposition of shares of Common Stock acquired upon
exercise of a stock option and held as a capital asset will result in a capital
gain or loss measured by the difference between the fair market value of the
stock on the date the option was exercised and the amount realized on later
disposition. The gain or loss will be long-term if the shares of Common Stock
are held for more than one year.
If the Director Plan is approved, each director nominee of the Corporation,
other than Mr. Archibald, upon election at the 1995 Annual Meeting of
Stockholders, will receive an option to acquire 2,000 shares of Common Stock.
The directors as a group will receive the aggregate award set forth in the
following table:
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NEW PLAN BENEFITS(1)
1995 Stock Option Plan for
Non-Employee Directors
<TABLE>
<CAPTION>
<S> <C> <C>
HYPOTHETICAL STOCK OPTION AWARDS
NAME AND POSITION NUMBER OF UNITS(2)
Non-Executive Director Group 16,000
</TABLE>
(1) The table sets forth hypothetical stock option grants that would occur
under the Director Plan during 1995 if the stockholders of the Corporation
approve the Director Plan at the meeting.
(2) Under the proposed Director Plan, each non-employee director initially
would receive an option to purchase 2,000 shares of Common Stock. Each stock
option granted under the Director Plan includes a limited stock appreciation
right entitling the holder to a cash payment in cancellation of all of the
holder's options in the event of a Change in Control of the Corporation as
defined in the Director Plan.
The affirmative vote of the holders of at least a majority of all votes
cast in person or by proxy at the meeting is required for approval of the
Director Plan. Abstentions and broker non-votes will be considered votes cast
for purposes of determining whether the Director Plan receives a sufficient
number of affirmative votes and will, therefore, have the same effect as votes
against the approval of the Director Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE BLACK &
DECKER CORPORATION 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS.
RATIFICATION OF THE SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
It is the practice of the Board of Directors of the Corporation to
designate the accounting firm that will serve as independent public accountants
for the Corporation. The Audit Committee has recommended that Ernst & Young LLP,
who served during the past fiscal year, be selected to audit the Corporation's
books for fiscal year 1995, and the Board of Directors of the Corporation has
approved the selection of Ernst & Young LLP. Unless a contrary vote is
indicated, the Proxies solicited hereby will be voted for the ratification of
the selection of Ernst & Young LLP as independent public accountants for fiscal
year 1995. If the selection of Ernst & Young LLP is not ratified at the meeting,
the Board of Directors will consider the selection of other independent public
accountants for fiscal year 1996.
The Audit Committee reviews and approves the audit and non-audit services
to be provided by the Corporation's independent public accountants during the
year, considers the effect that performing those services might have on audit
independence, and approves management's engagement of the Corporation's
independent public accountants to perform those services. At its February 1995
meeting, the Audit Committee reviewed the fiscal 1994 non-audit services
described above and concluded that they have not impaired the independence of
Ernst & Young LLP.
A representative of Ernst & Young LLP is expected to be present at the 1995
Annual Meeting of Stockholders, will be given the opportunity to make a
statement if he or she so desires, and will be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
CORPORATION FOR FISCAL YEAR 1995.
STOCKHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING OF STOCKHOLDERS
Proper subjects for and the form of stockholder proposals are regulated by
Rule 14a-8, promulgated pursuant to Section 14(a) of the Securities Exchange Act
of 1934. Each stockholder proposal submitted to the Corporation must be received
in a timely fashion and should indicate the full and correct registered name and
address of the stockholder making the proposal and the number of shares of
Common Stock owned by the proponent. If beneficial ownership is claimed,
documentary proof of ownership should be submitted with the proposal. In
addition, a proponent must notify the Corporation in writing of his or her
intention to appear personally or by proxy at the meeting to present the
proposal for action.
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Stockholder proposals to be considered for inclusion in the proxy statement
for the 1996 Annual Meeting of Stockholders must be received by the Corporation
on or before November 10, 1995. It is expected that the 1996 Annual Meeting of
Stockholders will be held on April 23, 1996.
OTHER MATTERS
Management does not know of any other matters that will come before the
meeting. If any other matters should come properly before the meeting or if any
of the persons named above as nominees for election as directors should decline
or be unable to serve as a director, the holders of the proxies are authorized
to vote the shares as they deem advisable. It is intended that the holders of
the proxies will act according to their best judgment.
The Corporation's By-Laws provide that, to be properly brought before the
meeting, business must be either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought before the meeting by a
stockholder. In addition to any other applicable requirements, for business to
be properly brought before the meeting by a stockholder, the stockholder must
have given written notice thereof delivered to or mailed and received by the
Secretary of the Corporation at the principal executive offices of the
Corporation, not less than 50 days nor more than 75 days prior to the meeting;
provided, however, that in the event that less than 65 days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder must be so received not later than the close of
business on the 15th day following the day on which the notice of the date of
the meeting was mailed or the public disclosure was made, whichever first
occurred. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the meeting (a) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (b) the name and record
address of the stockholder proposing such business, (c) the class and number of
shares of Common Stock of the Corporation that are beneficially owned by the
stockholder, and (d) any material interest of the stockholder in such business.
Notwithstanding anything in the By-Laws to the contrary, no business shall
be conducted at the meeting except in accordance with the procedures set forth
in the preceding paragraph; provided, however, that nothing in that paragraph
shall be deemed to preclude discussion by any stockholder of any business
properly brought before the meeting. The Chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of the
Corporation's By-Laws, and if the Chairman should so determine, he shall so
declare to the meeting, and any such business not properly brought before the
meeting shall not be transacted.
By Order of the Board of Directors
(Signature of Barbara B. Lucas appears here)
Barbara B. Lucas
Vice President -- Public Affairs and
Corporate Secretary
March 9, 1995
Towson, Maryland
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APPENDIX A
THE BLACK & DECKER CORPORATION
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
Attracting and retaining qualified individuals to serve as non-employee
directors is vital to the continued success of The Black & Decker Corporation.
To that end and to bind the interests of those individuals to the interests of
the Corporation and its stockholders, this stock option plan offers them an
attractive opportunity to acquire a proprietary interest in the Corporation.
ARTICLE 1:00
DEFINITIONS
<TABLE>
<S> <C>
1:01 The term "Board of Directors" shall mean the Board of Directors of the Corporation.
1:02 The term "Change in Control" shall have the meaning provided in Section 7:02 of the Plan.
1:03 The term "Code" shall mean the Internal Revenue Code of 1986, as amended, and any regulations promulgated
thereunder.
1:04 The term "Common Stock" shall mean the shares of common stock, par value $.50 per share, of the
Corporation.
1:05 The term "Corporation" shall mean The Black & Decker Corporation.
1:06 The term "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
1:07 The term "Fair Market Value of a share of Common Stock" shall mean the average of the high and low sale
price per share of Common Stock as finally reported in the New York Stock Exchange Composite Transactions
for the New York Stock Exchange, or if shares of Common Stock are not sold on such date, the average of
the high and low sale price per share of Common Stock as finally reported in the New York Stock Exchange
Composite Transactions for the New York Stock Exchange for the most recent prior date on which shares of
Common Stock were sold.
1:08 The term "Limited Stock Appreciation Right" shall mean a limited tandem stock appreciation right that
entitles the holder to receive cash upon a Change in Control pursuant to Article 7:00 of the Plan.
1:09 The term "Option" or "Stock Option" shall mean a right granted pursuant to the Plan to purchase shares of
Common Stock.
1:10 The term "Option Agreement" shall mean the written agreement representing Options granted pursuant to the
Plan as contemplated by Article 5:00 of the Plan.
1:11 The term "Plan" shall mean The Black & Decker Corporation 1995 Stock Option Plan for Non-Employee
Directors as approved by the Board of Directors on December 8, 1994, and adopted by the stockholders of
the Corporation at the 1995 Annual Meeting of Stockholders, as the same may be amended from time to time.
</TABLE>
ARTICLE 2:00
EFFECTIVE DATE OF THE PLAN
<TABLE>
<S> <C>
2:01 The Plan shall become effective upon stockholder approval, provided that such approval is received on or
before May 31, 1995.
</TABLE>
ARTICLE 3:00
PARTICIPATION IN THE PLAN
<TABLE>
<S> <C>
3:01 Participation in the Plan shall be limited to individuals who are directors of the Corporation but not
full-time employees of the Corporation on the date of grant of an Option.
</TABLE>
A-1
<PAGE>
<TABLE>
<S> <C>
3:02 No member of the Board of Directors who is a full-time employee shall be eligible to participate in the
Plan. No director who owns beneficially more than 10% of the total combined voting power of all classes
of stock of the Corporation shall be eligible to participate in the Plan.
3:03 Upon initial election to the Board of Directors, a director who on the date of election is not a full-
time employee of the Corporation shall automatically receive an Option to purchase 2,000 shares of Common
Stock. Upon each reelection, a director who on the date of reelection is not a full-time employee of the
Corporation shall automatically receive an Option to purchase 1,500 shares of Common Stock. For the
purpose of this Section, election or reelection at the 1995 Annual Meeting of Stockholders shall be
deemed an "initial election."
</TABLE>
ARTICLE 4:00
STOCK SUBJECT TO THE PLAN
<TABLE>
<S> <C>
4:01 There shall be reserved for the granting of Options pursuant to the Plan and for issuance and sale
pursuant to such Options 150,000 shares of Common Stock. To determine the number of shares of Common
Stock available at any time for the granting of Options, there shall be deducted from the total number of
reserved shares of Common Stock the number of shares of Common Stock in respect of which Options have
been granted pursuant to the Plan that are still outstanding or have been exercised. The shares of Common
Stock to be issued upon the exercise of Options granted pursuant to the Plan shall be made available from
the authorized and unissued shares of Common Stock. If for any reason shares of Common Stock as to which
an Option has been granted cease to be subject to purchase thereunder, then such shares of Common Stock
again shall be available for issuance pursuant to the Plan. Except as provided in Section 4:03, however,
the aggregate number of shares of Common Stock that may be issued upon the exercise of Options pursuant
to the Plan shall not exceed 150,000 shares.
4:02 Proceeds from the purchase of shares of Common Stock upon the exercise of Options granted pursuant to the
Plan shall be used for the general business purposes of the Corporation.
4:03 Subject to the provisions of Section 7:02, in the event of reorganization, recapitalization, stock split,
stock dividend, combination of shares of Common Stock, merger, consolidation, share exchange, acquisition
of property or stock, or any change in the capital structure of the Corporation, the number and kind of
shares reserved for the granting of Options and the number, kind and price of shares covered by Options
granted pursuant to the Plan but not then exercised shall be adjusted appropriately by resolution of the
Board.
</TABLE>
ARTICLE 5:00
TERMS AND CONDITIONS OF OPTIONS
<TABLE>
<S> <C>
5:01 Each Option granted pursuant to the Plan shall be evidenced by an Option Agreement in such form as the
Board of Directors from time to time may determine.
5:02 The exercise price per share for Options shall be equal to the Fair Market Value of a share of Common
Stock on the date of grant of the Options.
5:03 Subject to the other limitations set forth in the Plan, the term of the Option shall be 10 years from the
date on which it is granted.
5:04 Each Option shall become exercisable 12 months after the date the Option was granted. If an Option holder
does not purchase the full number of shares of Common Stock that he or she at any time has become
entitled to purchase, he or she may purchase all or any part of those shares of Common Stock at any
subsequent time during the term of the Option.
5:05 Options shall be nontransferable and nonassignable, except that Options may be transferred by
testamentary instrument or by the laws of descent and distribution and may be transferred pursuant to a
qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title
I of the Employee Retirement Income Security Act.
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
5:06 If an Option holder ceases to be a director of the Corporation, his or her Option and all rights
thereunder shall terminate effective at the close of business on the date the Option holder ceases to be
a director of the Corporation, except (i) to the extent previously exercised, (ii) as provided in
Sections 5:07 and 5:08 and (iii) for a period of 30 days after he or she ceases to be a director of the
Corporation, the Option holder shall be entitled to exercise any Option that was exercisable at the close
of business on the date the Option holder ceased to be a director of the Corporation.
5:07 If an Option holder dies during the term of his or her Option without having fully exercised the Option,
the executor or administrator of his or her estate or the person who inherits the right to exercise the
Option by bequest or inheritance shall have the right within three years of the Option holder's death to
purchase the number of shares of Common Stock that the deceased Option holder was entitled to purchase at
the date of his or her death, after which the Option shall lapse, provided that in no event may any
Option be exercised after the expiration of the term of the Option.
5:08 If an Option holder ceases to be a director of the Corporation without having fully exercised his or her
Option and (i) the Option holder is 65 years of age or older, or (ii) the Option holder has been a
director of the Corporation or any of its subsidiaries for at least 5 years, then the Option holder shall
have the right within three years of the Option holder's termination as a director to purchase the number
of shares of Common Stock that the Option holder was entitled to purchase at the date of termination,
after which the Option shall lapse, provided that in no event may any Option be exercised after the
expiration of the term of the Option.
5:09 The granting of an Option pursuant to the Plan shall not constitute or be evidence of any agreement or
understanding, express or implied, on the part of the Corporation to continue the Option holder as a
director for any specified period.
</TABLE>
ARTICLE 6:00
METHODS OF EXERCISE OF OPTIONS
<TABLE>
<S> <C>
6:01 An Option holder (or other person or persons, if any, entitled to exercise an Option hereunder) desiring
to exercise an Option granted pursuant to the Plan as to all or part of the shares of Common Stock
covered by the Option shall (i) notify the Corporation in writing at its principal office at 701 East
Joppa Road, Towson, Maryland 21286, to that effect, specifying the number of shares of Common Stock to be
purchased and the method of payment therefor, and (ii) make payment or provision for payment for the
shares of Common Stock so purchased in accordance with this Article 6:00. Such written notice may be
given by means of a facsimile transmission. If a facsimile transmission is used, the Option holder should
mail the original executed copy of the written notice to the Corporation promptly thereafter.
6:02 Payment or provision for payment shall be made as follows:
(a) The Option holder shall deliver to the Corporation at the address set forth in Section 6:01 United
States currency in an amount equal to the aggregate purchase price of the shares of Common Stock as
to which such exercise relates; or
(b) The Option holder shall tender to the Corporation shares of Common Stock already owned by the Option
holder that, together with any cash tendered therewith, have an aggregate fair market value
(determined based on the Fair Market Value of a share of Common Stock on the date the notice set
forth in Section 6:01 is received by the Corporation) equal to the aggregate purchase price of the
shares of Common Stock as to which such exercise relates; or
(c) The Option holder shall deliver to the Corporation an exercise notice together with irrevocable
instructions to a broker to deliver promptly to the Corporation the amount of sale or loan proceeds
necessary to pay the aggregate purchase price of the shares of Common Stock as to which such exercise
relates and to sell the shares of Common Stock to be issued upon exercise of the Option and deliver
the cash proceeds less commissions and brokerage fees to the Option holder or to deliver the
remaining shares of Common Stock to the Option holder.
</TABLE>
A-3
<PAGE>
<TABLE>
<S> <C>
Notwithstanding the foregoing provisions, the Board of Directors may limit the methods in which an Option
may be exercised by any person and, in processing any purported exercise of an Option granted pursuant to
the Plan, may refuse to recognize the method of exercise selected by the Option holder (other than the
method of exercise set forth in Section 6:02(a)) if, in the opinion of counsel to the Corporation, (i)
the Option holder is or within the six months preceding such exercise was subject to reporting under
Section 16(a) of the Exchange Act and (ii) there is a substantial likelihood that the method of exercise
selected by the Option holder would subject the Option holder to a substantial risk of liability under
Section 16 of the Exchange Act.
6:03 In addition to the alternative methods of exercise set forth in Section 6:02, the Option holder shall be
entitled, at or prior to the time the written notice provided for in Section 6:01 is delivered to the
Corporation, to elect to have the Corporation withhold from the shares of Common Stock to be delivered
upon exercise of the Option that number of shares of Common Stock (determined based on the Fair Market
Value of a share of Common Stock on the date the notice set forth in Section 6:01 is received by the
Corporation) necessary to satisfy any withholding taxes attributable to the exercise of the Option.
Alternatively the holder may elect to deliver previously owned shares of Common Stock upon exercise of
the Stock Option to satisfy any withholding taxes attributable to the exercise of the Stock Option. The
maximum amount that an Option holder may elect to have withheld from the shares of Common Stock otherwise
deliverable upon exercise or the maximum number of previously owned shares an Option holder may deliver
shall be equal to his or her federal and state withholding. Notwithstanding the foregoing provisions, the
Board of Directors may include in the Option Agreement relating to any such Option provisions limiting or
eliminating the Option holder's ability to pay his or her withholding tax obligation with shares of
Common Stock or, if no such provisions are included in the Option Agreement but in the opinion of the
Board of Directors such withholding would have an adverse tax or accounting effect to the Corporation, at
or prior to exercise of the Option, the Board of Directors may so limit or eliminate the Option holder's
ability to pay withholding tax obligations with shares of Common Stock. Notwithstanding the foregoing
provisions, a holder of an Option may not elect any of the methods of satisfying his or her withholding
tax obligation in respect of any exercise if, in the opinion of counsel to the Corporation, (i) the
holder of the Stock Option is or within the six months preceding such exercise was subject to reporting
under Section 16(a) of the Exchange Act and (ii) there is a substantial likelihood that the election or
timing of the election would subject the holder to a substantial risk of liability under Section 16 of
the Exchange Act.
6:04 An Option holder at any time may elect in writing to abandon an Option in respect of all or part of the
number of shares of Common Stock as to which the Option shall not have been exercised.
6:05 An Option holder shall have none of the rights of a stockholder of the Corporation until the shares of
Common Stock covered by the Option are issued upon exercise of the Option.
ARTICLE 7:00
LIMITED STOCK APPRECIATION RIGHTS
7:01 Option holders shall have Limited Stock Appreciation Rights entitling Option holders to receive, in
connection with a Change in Control (as defined in Section 7:02), a cash payment in cancellation of all
of their Options that are outstanding on the date the Change in Control occurs (whether or not such
Options are then presently exercisable if they have been held for a period of at least six months from
the date of acquisition to the date of cash settlement), which payment shall be equal to the number of
shares covered by the cancelled Options multiplied by the excess over the exercise price of the Options
of the higher of (i) the Fair Market Value of a share of Common Stock on the date of the Change in
Control or (ii) the highest per share price paid for the shares of Common Stock in connection with the
Change in Control (with the value of any noncash consideration paid
in connection with the Change in
Control to be determined by the Board of Directors in its sole and
absolute discretion). For purposes of
this Section 7:01 as well as the other provisions of this Plan,
once an Option or portion of an Option
has terminated, lapsed or expired,
A-4
<PAGE>
or has been abandoned, in
accordance with the provisions of the Plan,
the Option (or the portion of the Option) that has terminated,
lapsed or expired, or has been abandoned,
shall cease to be outstanding. Limited Stock Appreciation Rights
shall not be exercisable at the
discretion of the holder but shall automatically be exercised
upon a Change in Control.
7:02 For purposes of Section 7:01, a "Change in Control" shall mean a change in control of the Corporation of
a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Exchange Act, whether or not the Corporation is in fact required to comply
therewith, provided that, without limitation, such a Change in Control shall be deemed to have occurred
if (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a
trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any of
its subsidiaries, or a corporation owned, directly or indirectly, by the stockholders of the Corporation
in substantially the same proportions as their ownership of stock of the Corporation, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Corporation representing 20% or more of the combined voting power of the Corporation's
then outstanding securities; or (B) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors and any new director (other than a director
designated by a person who has entered into an agreement with the Corporation to effect a transaction
described in clauses (A) or (C) of this Section 7:02) whose election by the Board of Directors or
nomination for election by the Corporation's stockholders was approved by a vote of at least two-thirds
of the directors then still in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any reason to constitute a
majority thereof; or (C) the stockholders of the Corporation approve a merger, share exchange or
consolidation of the Corporation with any other corporation, other than a merger, share exchange or
consolidation which would result in the voting securities of the Corporation outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) at least 60% of the combined voting power of the voting securities of
the Corporation or such surviving entity outstanding immediately after such merger, share exchange or
consolidation, or the stockholders of the Corporation approve a plan of complete liquidation of the
Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all
the Corporation's assets.
</TABLE>
ARTICLE 8:00
AMENDMENTS AND DISCONTINUANCE OF THE PLAN
<TABLE>
<S> <C>
8:01 The Board of Directors shall have the right at any time and from time to time to amend, modify, or
discontinue the Plan provided that, except as provided in Section 4:03, no such amendment, modification,
or discontinuance of the Plan shall (i) revoke or alter the terms of any valid Option or Limited Stock
Appreciation Right previously granted pursuant to the Plan, (ii) increase the number of shares of Common
Stock to be reserved for issuance and sale pursuant to Options or Stock Appreciation Rights granted
pursuant to the Plan, (iii) decrease the price determined pursuant to the provisions of Section 5:02 or
increase the amount of cash that a holder of a Limited Stock Appreciation Right is entitled to receive
upon exercise of a Limited Stock Appreciation Right, (iv) change the class of individuals to whom Options
or Limited Stock Appreciation Rights may be granted pursuant to the Plan, or (v) provide for Options or
Limited Stock Appreciation Rights exercisable more than 10 years after the date granted. Notwithstanding
the foregoing, the provisions of the Plan that determine the amount, price or timing of benefits or the
grant or exercise of Options as Limited Stock Appreciation Rights shall not be amended more than once
every six months, unless the amendment would be consistent with the provisions of Rule 16b-3(c)(2)(ii)
promulgated under the Exchange Act (or any successor provision thereto).
</TABLE>
A-5
<PAGE>
ARTICLE 9:00
PLAN SUBJECT TO GOVERNMENTAL LAWS AND REGULATIONS
<TABLE>
<S> <C>
9:01 The Plan and the grant and exercise of Options and Limited Stock Appreciation Rights pursuant to the Plan
shall be subject to all applicable governmental laws and regulations. Notwithstanding any other provision
of the Plan to the contrary, the Board of Directors may in its sole and absolute discretion make such
changes in the Plan as may be required to conform the Plan to such laws and regulations.
</TABLE>
ARTICLE 10:00
DURATION OF THE PLAN
<TABLE>
<S> <C>
10:01 No Option or Limited Stock Appreciation Right shall be granted pursuant to the Plan after the close of
business on April 30, 2005.
</TABLE>
A-6
**************************************************************************
APPENDIX
(Logo of Black & Decker appears here)
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
ANNUAL MEETING
OF STOCKHOLDERS
APRIL 25, 1995
THE BLACK & DECKER
CORPORATION
701 East Joppa Road
Towson, Maryland 21286
HAVE YOU MOVED?
THE BLACK & DECKER
CORPORATION
MAIL STOP TW-266
701 EAST JOPPA ROAD
TOWSON, MARYLAND 21286
Please change my address on the books of The Black & Decker Corporation.
Name of Owner:
(PRINT NAME EXACTLY AS IT APPEARS ON STOCK CERTIFICATE)
From (Old Address):
(PLEASE PRINT)
To (New Address):
Street Address City or Town State Zip Code
Date: Signature:
Owner should sign name exactly as it appears on Stock Certificate.
If this form is signed by a representative, evidence of authority should be
supplied.
THIS FORM MAY BE ENCLOSED IN ENVELOPE WITH PROXY CARD
<PAGE>
P
R
O
X
Y
THE BLACK & DECKER CORPORATION
701 EAST JOPPA ROAD, TOWSON, MARYLAND 21286
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Nolan D. Archibald, Alonzo G. Decker, Jr.,
and Lawrence R. Pugh, and each of them, Proxies of the undersigned, with
power of substitution, to vote all shares of capital stock of the
Corporation that the undersigned could vote if present at the 1995
Annual Meeting of Stockholders to be held April 25, 1995, and at any
adjournment or adjournments thereof. The undersigned further gives
the Proxies authority to vote according to their best judgment in respect
of any other matters properly coming before the meeting.
Election of Directors. Nominees:
N.D. Archibald, B.L. Bowles, M. Candlish, A.G. Decker, Jr., A. Luiso,
J.D. Muncaster, L.R. Pugh, M.H. Willes, and M.C. Woodward, Jr.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK
ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE
BOARD OF DIRECTORS' RECOMMENDATIONS. PLEASE MARK, SEE REVERSE
SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING SIDE
THE ENCLOSED ENVELOPE.
(Up Arrow) Detach Here (Up Arrow)
ABOVE IS YOUR PROXY CARD
<PAGE>
X Please cast your
vote as in this
example.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR ALL OF THE
BOARD OF DIRECTORS' NOMINEES, FOR THE 1995 STOCK OPTION PLAN FOR NON-
EMPLOYEE DIRECTORS, AND FOR PROPOSAL 3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITS NOMINEES, FOR THE 1995
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS, AND FOR PROPOSAL 3.
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Election of [] [] 2. Approval of [] [] [] 3. Ratification of [] [] []
Directors 1995 Stock Ernst & Young
(see reverse) Option Plan for LLP as
Non-Employee Independent
Vote FOR all nominees, except: Directors Accountants
</TABLE>
Please sign name(s) exactly as printed hereon. If signing
as attorney, administrator, executor, guardian, or trustee,
please give full title as such.
SIGNATURE(S) DATE
(Up Arrow) Detach Here (Up Arrow)
TO BLACK & DECKER STOCKHOLDERS:
Attached above is your 1995 Black & Decker proxy card. Please read both
sides of the card, and mark, SIGN and date it. Then detach and return it
promptly, using the enclosed envelope. We urge you to vote your shares.
You are entitled to attend the 1995 Annual Meeting of Stockholders on
Tuesday April 25, 1995, at 11:00 a.m. at the Sheraton Baltimore North
Hotel, 901 Dulaney Valley Rd., Towson, Maryland 21286.
Thank you in advance for voting on these important issues.
(Signature of Barbara B. Lucas)
Barbara B. Lucas
Secretary
DON'T FORGET TO SIGN AND DATE THIS PROXY.
