8-K 1 form8k09292004a.txt 9/29/2004 FORM 8K 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) September 29, 2004 -------------------------------- THE BLACK & DECKER CORPORATION -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 1-1553 52-0248090 ---------------------------- ------------------------ ---------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 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.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - 2 - ITEM 7.01 REGULATION FD DISCLOSURE. On September 29, 2004, the Corporation announced that the antitrust waiting periods have passed, or it has received clearance from all regulatory agencies, for the purchase of the Tools Group from Pentair, Inc. The Corporation also announced that the closing of the transaction is now anticipated to occur in early October. Attached to this Current Report on Form 8-K as Exhibit 99 is a copy of the Corporation's related press release dated September 29, 2004. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. Exhibit 99 Press Release of the Corporation dated September 29, 2004. FORWARD-LOOKING STATEMENTS The Press Release 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(g) of Part I of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2003. - 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: September 29, 2004