UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 26, 1998
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THE BLACK & DECKER CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 1-1553 52-0248090
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
Towson, Maryland 21286
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 410-716-3900
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On June 26, 1998, the Corporation announced that it has closed on the sale of
its household products business in North America and Latin America, excluding
Brazil, to Windmere-Durable Holdings, Inc. for $315 million. Transfer of the
household products manufacturing operations in Mexico will occur upon receipt of
final regulatory approval. A portion of the proceeds of the sale relating to the
Mexican operations has been escrowed pending such approval. The Corporation will
retain its lighting and cleaning products, which include the Dustbuster(R)
cordless vacuum. Attached to this Current Report on Form 8-K as Exhibit 99(a) is
a copy of the Corporation's related press release dated June 26, 1998.
On June 29, 1998, the Corporation announced that it has signed a
definitive agreement with an affiliate of Cornerstone Equity Investors, LLC to
recapitalize its recreational products business, True Temper Sports. In
connection with the transaction, the Corporation will receive $202.7 million in
cash and retain approximately 6% of preferred and common stock valued at
approximately $4 million. Attached to this Current Report on Form 8-K as Exhibit
99(b) is a copy of the Corporation's related press release dated June 29, 1998.
FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K includes statements that constitute "forward
looking statements" within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934 and that are
intended to come within the safe harbor protection provided by those sections.
By their nature, all forward looking statements involve risk and uncertainties.
Actual results may differ materially from those contemplated by the forward
looking statements for a number of reasons, including but not limited to: market
acceptance of the new products introduced in 1997 and 1998 and scheduled for
introduction in 1998; the level of sales generated from these new products
relative to expectations, based on the existing investments in productive
capacity and commitments of the Corporation to fund advertising and product
promotions in connection with the introduction of these new products; the
ability of the Corporation and its suppliers to meet scheduled timetables of new
product introductions; unforeseen competitive pressure or other difficulty in
maintaining mutually beneficial relationships with key distributors or
penetrating new channels of distribution; adverse changes in currency exchange
rates or raw material commodity prices, both in absolute terms and relative to
competitors' risk profiles; delays in or unanticipated inefficiencies resulting
from manufacturing and administrative reorganization actions in progress or
contemplated by the strategic repositioning described in the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1997, and updated in
Corporation's Quarterly Report on Form 10-Q for the quarter ended March 29,
1998; and the continuation of modest economic growth in the United States and
Europe and gradual improvement in the economic environment in Asia.
In addition to the foregoing, the Corporation's ability to realize the
anticipated benefits during 1998 and in the future of the restructuring actions
undertaken in 1998 is dependent upon current market conditions, as well as the
timing and effectiveness of the relocation or consolidation of production and
administrative processes. The ability to realize the benefits
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inherent in the balance of the restructuring actions is dependent on the
selection and implementation of economically viable projects in addition to the
restructuring actions taken to date. The ability to achieve certain sales and
profitability targets and cash flow projections also is dependent upon the
Corporation's ability to identify appropriate selected acquisitions that are
complementary to the repositioned business units at acquisition prices that are
consistent with these objectives.
There can be no assurance that the Corporation will consummate the
sales of the recreational products business, the glass container-forming and
inspection equipment business, and the household products business in Mexico and
Brazil. Further, the Corporation's ability to realize the aggregate net proceeds
from the sales of such businesses in excess of $500 million is dependent upon
the following factors: (i) with respect to the sale of the household products
business (excluding certain assets associated with the Corporation's lighting
and cleaning products) in Mexico and with respect to the recapitalization of the
recreational products business, the Corporation's receipt of regulatory and
other necessary approvals; and (ii) with respect to the sales of the household
products business (excluding certain assets associated with the Corporation's
lighting and cleaning products) in Brazil and the glass container-forming and
inspection equipment business, market conditions at the time of these sales.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99(a) Press Release of the Corporation dated June 26, 1998.
Exhibit 99(b) Press Release of the Corporation dated June 29, 1998.
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THE BLACK & DECKER CORPORATION
S I G N A T U R E S
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE BLACK & DECKER CORPORATION
By /s/ THOMAS M. SCHOEWE
Thomas M. Schoewe
Senior Vice President and Chief
Financial Officer
EXHIBIT 99(a)
Contact: Barbara B. Lucas
Senior Vice President - Public Affairs
410/716-2980
F. Robert Hunter
Vice President - Investor Relations
410/716-3979
FOR IMMEDIATE RELEASE: Friday, June 26, 1998
SUBJECT: Black & Decker Closes Sale of Household Products Business
TOWSON, MD - The Black & Decker Corporation (NYSE:BDK) announced today that it
has closed on the sale of its household products business in North America and
Latin America, excluding Brazil, to Windmere-Durable Holdings, Inc. (NYSE:WND)
for $315 million. Transfer of the household products manufacturing operations in
Mexico will occur upon receipt of final regulatory approval in Mexico, which is
expected shortly. A portion of the proceeds of the sale relating to the Mexican
operations has been escrowed pending such approval.
Black & Decker will retain its lighting and cleaning products, which
include the Dustbuster(R) cordless vacuum. These product categories will be
integrated into the corporation's consumer power tool operations.
Commenting on the transaction, Nolan D. Archibald, Chairman and Chief
Executive Officer, said, "This sale represents the first step in a three-part
divestiture program that we announced earlier this year. The process of
divesting True Temper Sports and Emhart Glass remains on track, and we expect
these businesses to be sold this summer. We anticipate aggregate net proceeds to
exceed $500 million for the sale of the three businesses."
Black & Decker is a leading global marketer and manufacturer of power
tools, hardware, and building products used in and around the home and for
commercial applications.
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EXHIBIT 99(b)
Contact: Barbara B. Lucas
Senior Vice President - Public Affairs
410/716-2980
F. Robert Hunter
Vice President - Investor Relations
410/716-3979
FOR IMMEDIATE RELEASE: Monday, June 29, 1998
SUBJECT: Black & Decker Announces Recapitalization of True Temper Sports
TOWSON, MD - The Black & Decker Corporation (NYSE:BDK) announced today that it
has signed a definitive agreement with an affiliate of Cornerstone Equity
Investors, LLC to recapitalize its golf club shaft and specialty tubing
business, True Temper Sports. In connection with the transaction, Black & Decker
will receive $202.7 million in cash and retain approximately 6% of preferred and
common stock valued at approximately $4 million.
This transaction is expected to close during the third quarter, subject
to receipt of regulatory approval and satisfaction of customary closing
conditions.
Black & Decker is a leading global marketer and manufacturer of power
tools, hardware, and building products used in and around the home and for
commercial applications.
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