-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RxcqVi3QYS2iv1f0oImuvB4qRo8Ee764hZv0Nt540+vxgNxzJRehmRWCI32Wg0Zk KhG3k95YfrZxvO5P0P+eRQ== 0000012355-02-000027.txt : 20020923 0000012355-02-000027.hdr.sgml : 20020923 20020923172133 ACCESSION NUMBER: 0000012355-02-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020923 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020923 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLACK & DECKER CORP CENTRAL INDEX KEY: 0000012355 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 520248090 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-03593 FILM NUMBER: 02770350 BUSINESS ADDRESS: STREET 1: 701 E JOPPA RD CITY: TOWSON STATE: MD ZIP: 21286 BUSINESS PHONE: 4107163900 MAIL ADDRESS: STREET 1: 701 EAST JOPPA ROAD STREET 2: MAIL STOP TW 290 CITY: TOWSON STATE: MD ZIP: 21286 FORMER COMPANY: FORMER CONFORMED NAME: BLACK & DECKER MANUFACTURING CO DATE OF NAME CHANGE: 19850206 8-K 1 form8k09232002a.txt FORM 8-K DATED SEPTEMBER 23, 2002 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) September 23, 2002 ------------------------------- 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) 701 East Joppa Road, 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) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit 99 Press Release of the Corporation dated September 23, 2002. ITEM 9. REGULATION FD DISCLOSURE On September 23, 2002, the Corporation announced that it expects recurring diluted earnings per share will meet or exceed analysts' consensus estimates of $.83 for the third quarter and $3.03 for the full year 2002. The Corporation also confirmed that, as anticipated, its Price Pfister plumbing products business will lose shelf space at The Home Depot. Attached to this Current Report on Form 8-K as Exhibit 99 is a copy of the Corporation's related press release dated September 23, 2002. FORWARD-LOOKING STATEMENTS This Current Report on Form 8-K contains "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 that are intended to come within the safe harbor protection provided by those statutes. By their nature, all forward-looking statements involve risks and uncertainties, and actual results may differ materially from those contemplated by the forward-looking statements. Several factors that could materially affect the Corporation's actual results are identified in Item 1(f) of Part I of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2001. 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/ CHRISTINA M. MCMULLEN ---------------------------------- Christina M. McMullen Vice President and Controller Date: September 23, 2002 EX-99 3 form8k09232002b.txt PRESS RELEASE DATED 09/23/2002 Contact: Barbara B. Lucas Senior Vice President - Public Affairs 410-716-2980 Mark M. Rothleitner Vice President - Investor Relations and Treasurer 410-716-3979 FOR IMMEDIATE RELEASE: Monday, September 23, 2002 Subject: Black & Decker Affirms Comfort with Consensus Earnings Estimates for Third Quarter and Full Year 2002 Despite Loss of Shelf Space for Price Pfister Plumbing Products Towson, MD - The Black & Decker Corporation (NYSE:BDK) today announced that it expects recurring diluted earnings per share will meet or exceed analysts' consensus estimates of $.83 for the third quarter and $3.03 for the full year 2002. The Corporation also confirmed that, as anticipated, its Price Pfister plumbing products business will lose shelf space at The Home Depot. Price Pfister expects to lose its shelf space at Home Depot stores in the central and eastern U.S., and retain most of its shelf space at Home Depot stores in the western U.S. The transition should be complete by the end of the year. The Corporation estimates that this loss of shelf space will negatively affect Price Pfister sales by approximately $15 million in 2002 and approximately $50 million on an annualized basis. Commenting on the outlook for the Corporation, Nolan D. Archibald, Chairman and Chief Executive Officer, said, "Solid order levels in most of our businesses during the third quarter have increased our comfort with consensus earnings estimates for 2002, despite the uncertain economy and lower sales for Price Pfister. We had anticipated the possibility that Price Pfister would lose shelf space at Home Depot and included the likely impact in our estimates for the third quarter and full year 2002." (more) Page Two The Corporation will present today at an investor conference sponsored by Banc of America Securities in San Francisco. Investors can listen to the presentation by visiting www.bdk.com and clicking on the icon labeled "Live Webcast." A replay of the presentation will be available at www.bdk.com through the close of business on September 25, 2002. The Corporation intends to provide earnings guidance for 2003 when it announces its fourth quarter results. This release includes 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. By their nature, all forward-looking statements involve risks and uncertainties. For a more detailed discussion of the risks and uncertainties that may affect Black & Decker's operating and financial results and its ability to achieve the financial objectives discussed in this press release, interested parties should review Black & Decker's reports filed with the Securities and Exchange Commission, including the Current Report on Form 8-K, filed September 23, 2002. Black & Decker is a leading global manufacturer and marketer of power tools and accessories, hardware and home improvement products, and technology-based fastening systems. # # # -----END PRIVACY-ENHANCED MESSAGE-----