-----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, NEKMQBfJlDqLrqFJUgIukStuOY1JV6MY4Ja97lo57gm40rFFglrCMJBrvTbKrFKr vS/dQrY5WxzYLAss37rtow== 0000012355-03-000002.txt : 20030103 0000012355-03-000002.hdr.sgml : 20030103 20030103122038 ACCESSION NUMBER: 0000012355-03-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030103 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20030103 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: 03502150 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 form8k01032003a.txt PERIOD ENDED 1/03/2003 FORM 8-K. 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) January 3, 2003 ------------------------------- 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) - 2 - ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit 99 Press Release of the Corporation dated January 3, 2003. ITEM 9. REGULATION FD DISCLOSURE On January 3, 2003, the Corporation announced that it expects recurring diluted earnings per share will meet or exceed analysts' consensus estimates of $1.01 for the fourth quarter and $3.19 for the full year 2002. Attached to this Current Report on Form 8-K as Exhibit 99 is a copy of the Corporation's related press release dated January 3, 2003. 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. - 3 - 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: January 3, 2003 EX-99 3 form8k01032003b.txt PRESS RELEASE DATED 01/03/2003 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: Friday, January 3, 2003 Subject: Black & Decker Affirms Comfort with Consensus Earnings Estimates for Fourth Quarter 2002 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 $1.01 for the fourth quarter and $3.19 for the full year 2002. Nolan D. Archibald, Chairman and Chief Executive Officer, commented, "We expect to deliver excellent operating profit improvement on low single-digit sales growth for the fourth quarter, as we had anticipated. As a result, we are comfortable with the consensus earnings estimate for the fourth quarter." The Corporation will release details regarding its fourth quarter 2002 results and the outlook for 2003 on Thursday, January 30, 2003. 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 the "Forward-Looking Statements" sections in Black & Decker's reports filed with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2001, and the Quarterly Report on Form 10-Q for the quarter ended September 29, 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-----