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 18, 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 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On October 18, 2004, The Black & Decker Corporation (the "Corporation") entered
into an indenture (the "Indenture") between the Corporation and The Bank of New
York, as Trustee, relating to the Corporation's issuance and sale of
$300,000,000 aggregate principal amount of 4 3/4% Senior Notes Due 2014 (the
"Notes") in a private placement exempt from the registration requirements of the
Securities Act of 1933 (the "Act"). The Notes were sold within the United States
only to qualified institutional buyers (as defined in Rule 144A under the Act)
and outside the United States to persons other than U.S. persons in reliance
upon Regulation S under the Act.
The Corporation issued the Notes at a purchase price of 99.258% per Note,
bearing an interest rate of 4 3/4% and maturing on November 1, 2014. Interest on
the Notes will be payable semiannually on May 1 and November 1 of each year,
beginning May 1, 2005, to the person in whose name a Note is registered at the
close of business on the April 15 or October 15, as the case may be, immediately
preceding such May 1 or November 1. Interest on the Notes will be calculated on
the basis of a 360-day year consisting of 12 months of 30 days each. The Notes
rank equally with all of the Corporation's other unsecured and unsubordinated
indebtedness.
The Indenture contains customary covenants that limit the Corporation's ability
and the ability of certain of its subsidiaries to incur certain liens, engage in
certain sale-leaseback transactions, and merge or consolidate or sell all or
substantially all of the Corporation's assets. In addition, the Notes are
redeemable, in whole or in part, at the Corporation's option, at a redemption
price equal to the greater of (a) 100% of the principal amount being redeemed or
(b) the sum of the present values of the remaining scheduled payments of
principal of and interest on the Notes being redeemed discounted to the
redemption date, on a semiannual basis. The discount rate for the Notes will be
the treasury rate (as defined in the Indenture) plus 15 basis points.
The Indenture provides that events of default include: failure to pay interest
on any Note when due and payable and that situation continues for 30 days;
failure to pay principal of or premium, if any, on any Note when due and
payable; failure by the Corporation to comply for 30 days after notice with its
other agreements contained in the Indenture; failure by the Corporation or
certain of its subsidiaries to pay the principal of, premium, if any, interest
or additional amounts, if any, on any Debt (as defined in the Indenture) in
excess of $50,000,000 or acceleration of the maturity of Debt in the aggregate
principal amount in excess of $50,000,000; and certain events of bankruptcy,
insolvency or reorganization of the Corporation.
If an event of default has occurred and is continuing, the Trustee or the
holders of at least 25% in principal amount of the outstanding Notes may declare
the principal of, premium, if any, and accrued and unpaid interest, if any, on
all the Notes to be due and payable. Upon such declaration, the principal,
premium and accrued and unpaid interest will be due and payable immediately.
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Under the terms of an Exchange and Registration Rights Agreement, dated as of
October 18, 2004 (the "Exchange and Registration Rights Agreement"), among the
Corporation, J.P. Morgan Securities Inc., Banc of America Securities LLC,
Citigroup Global Markets Inc. and the other initial purchasers named therein,
the Corporation has agreed to file with the Securities and Exchange Commission
(the "SEC") a registration statement relating to a proposed offer to the holders
of the Notes to issue and deliver to those holders, in exchange for the Notes,
$300,000,000 aggregate principal amount of debt securities of the Corporation
that are identical in all material respects to the Notes. The Corporation has
agreed to file that registration statement with the SEC within 90 days from
October 18, 2004, and to use its commercially reasonable efforts to cause such
registration statement to be declared effective within 180 days from October 18,
2004. Under certain circumstances, the Corporation will be obligated to file a
shelf registration statement with respect to the Notes. Under the Exchange and
Registration Rights Agreement, the Corporation will be obligated to pay an
additional annual interest rate on the Notes of 0.25% per annum if the
Corporation fails to satisfy certain registration obligations within the
specified time periods. This additional interest would cease to accrue once such
failure is remedied.
The description set forth above is qualified in its entirety by the Indenture,
the form of Note, and the Exchange and Registration Rights Agreement filed as
Exhibits to this 8-K and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 4.1 Indenture, dated as of October 18, 2004, between The Black &
Decker Corporation and The Bank of New York, as Trustee.
Exhibit 4.2 Form of 4 3/4% Senior Note Due 2014 (included in Exhibit 4.1).
Exhibit 4.3 Exchange and Registration Rights Agreement, dated as of October
18, 2004, among The Black & Decker Corporation and J.P. Morgan
Securities Inc., Banc of America Securities LLC, Citigroup Global
Markets Inc. and the other initial purchasers named therein.
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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 19, 2004