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) October 4, 2004
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THE BLACK & DECKER CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 1-1553 52-0248090
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
701 East Joppa Road, Towson, Maryland 21286
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 410-716-3900
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Not Applicable
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(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 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On October 4, 2004, the Corporation announced that it has completed the purchase
of the Tools Group from Pentair, Inc., which was previously announced on July
19, 2004. Under the purchase agreement, the Corporation acquired the Tools Group
for a purchase price of approximately $775 million in cash. The final purchase
price is subject to customary adjustments based upon changes in the net assets
of the Tools Group through the closing date. The Tools Group includes the
Porter-Cable, Delta, DeVilbiss Air Power, Oldham Saw and FLEX businesses.
Attached to this Current Report on Form 8-K as Exhibit 99 is a copy of the
Corporation's related press release dated October 4, 2004.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
The financial statements required by Item 9.01(a) will be filed by amendment
as soon as practicable within the time period specified in Item 9.01(a) (4)
of Form 8-K.
(b) Pro forma financial information.
The pro forma financial information required by Item 9.01(b) will be filed
by amendment as soon as practicable within the time period specified in Item
9.01(a)(4) of Form 8-K.
(c) Exhibits.
Exhibit 2 The Purchase Agreement between the Black & Decker Corporation
and Pentair, Inc. dated as of July 16, 2004 included in the
Corporation's Quarterly Report on Form 10-Q for the quarter
ended June 27, 2004 is incorporated herein by reference.
Exhibit 99 Press Release of the Corporation dated October 4, 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
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Christina M. McMullen
Vice President and Controller
Date: October 4, 2004