-----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, AbiwPh41GBWoDqSWroVemYpGV8qofcWNucSYM/+skYPKZ2N0SJztwjoiktO1M1j1 yGEqEeDI97jKWyPO4K2o2A== 0000012355-06-000018.txt : 20060209 0000012355-06-000018.hdr.sgml : 20060209 20060209130415 ACCESSION NUMBER: 0000012355-06-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060209 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060209 DATE AS OF CHANGE: 20060209 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: 1205 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-03593 FILM NUMBER: 06591871 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 form8k02092006a.htm FORM 8-K FILE FEBRUARY 9, 2006

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)   February 9, 2006



THE BLACK & DECKER CORPORATION
(Exact name of registrant as specified in its charter)



Maryland
(State or other jurisdiction
  of incorporation)
1-1553
(Commission File Number)
52-0248090
(IRS Employer
 Identification No.)


  701 East Joppa Road, Towson, Maryland
(Address of principal executive offices)
  21286
(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))

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ITEM 7.01 REGULATION FD DISCLOSURE.

On February 9, 2006, the Corporation announced that its Board of Directors had declared a quarterly cash dividend of $.38 per share of the Corporation’s outstanding common stock payable March 31, 2006, to stockholders of record at the close of business on March 17, 2006. This amount represents a 36% increase over the $.28 quarterly dividend paid by the Corporation in 2005. Attached to this Current Report on Form 8-K as Exhibit 99 is a copy of the Corporation’s related press release dated February 9, 2006.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 99 Press Release of the Corporation dated February 9, 2006.

Exhibit 99 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in a filing.

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(g) of Part I of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004.


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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/ CHRISTINA M. MCMULLEN                  
        Christina M. McMullen
        Vice President and Controller

Date: February 9, 2006


EX-99 2 form8k02092006b.htm EXHIBIT 99 FILED FEBRUARY 9, 2006
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: Thursday, February 9, 2006

Subject: Black & Decker Announces 36% Increase in Cash Dividend

        Towson, MD – The Black & Decker Corporation (NYSE: BDK) announced that its Board of Directors declared a quarterly cash dividend of $0.38 per share of the Corporation’s outstanding common stock payable March 31, 2006, to stockholders of record at the close of business on March 17, 2006. This represents a 36% increase over the $0.28 quarterly dividend paid by the Corporation in 2005.

        Nolan D. Archibald, Chairman and Chief Executive Officer, commented, “Black & Decker has reported record free cash flow and increased earnings significantly each of the last four years. Stewardship of capital is one of our top priorities, and our strategy has been to use cash wisely to enhance shareholder value through acquisitions, share repurchases and dividends. In 2003, we acquired Baldwin Hardware and Weiser Lock and increased our dividend 75%. In 2004, we made a major acquisition, the Porter-Cable/Delta industrial power tool business. In 2005, we increased our dividend 33% and raised the share repurchase authorization twice. This enabled us to buy back 8% of our shares outstanding, and we entered 2006 with over four million shares authorized for repurchase. Today, we significantly increased the dividend for the third time in three years, reaffirming our commitment to a competitive yield for our shareholders. We are confident in the Corporation’s ability to deliver excellent financial results, and will continue to balance compelling acquisitions, share repurchases and dividends to create shareholder value.”

(more)


Page Two

        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, 2004.

        Black & Decker is a leading global manufacturer and marketer of power tools and accessories, hardware and home improvement products, and technology-based fastening systems.

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