UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
THE BLACK & DECKER CORPORATION
(Name of Issuer)
Common Stock, par value $.50 per share and
Series B Cumulative Preferred Stock, without par value
(Title of Class of Securities)
Common Stock: 091797-10-0
(CUSIP Number)
William T. Alldredge Stuart L. Goodman
Vice President - Finance Schiff Hardin & Waite
Newell Co. 7200 Sears Tower
29 East Stephenson Street 233 South Wacker Drive
Freeport, Illinois 61032 Chicago, Illinois 60606
(815) 235-4171 (312) 876-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications)
May 22, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [_].
Check the following box if a fee is being paid with the statement [_].
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Newell Co.
IRS Identification No. 36-1953130
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ___
(b) ___
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) (a) ___
(b) ___
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
7,978,150
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
-0-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER
7,978,150
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,978,150
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
14. TYPE OF REPORTING PERSON
CO
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This Amendment No. 2 to the Statement on Schedule 13D is
being filed pursuant to Section 13(d) of the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated
thereunder. This Amendment No. 2 amends only Items 2 and 5 of the
Schedule 13D. In accordance with Rule 13d-2(c) and Item 101(a)(2) of
Regulation S-T, however, as the first amendment after mandated
electronic filing, this Amendment No. 2 restates the entire text of
the Schedule 13D and amendment previously filed, other than the text
of the Exhibits previously filed pursuant to Item 7.
Item 1. Security and Issuer.
This Amendment No. 2 amends the Statement on Schedule 13D,
as previously amended, relating to the common stock, par value $.50
per share (the "Common Stock"), the Series B Cumulative Convertible
Preferred Stock, without par value ("Series B Stock"), and the
associated rights to purchase Series A Junior Participating Preferred
Stock, of The Black & Decker Corporation, a Maryland corporation (the
"Corporation"), previously filed by Newell Co., a Delaware corporation
("Newell"). The principal executive offices of the Corporation are
located at 701 East Joppa Road, Towson, Maryland 21204.
Item 2. Identity and Background.
This Statement is being filed by Newell, with its principal
offices at Newell Center, 29 East Stephenson Street, Freeport,
Illinois 61032. Newell manufactures and markets high-volume staple
consumer products which are sold through a variety of retail and
wholesale distribution channels. Product categories include
housewares, hardware, home furnishings and office products.
During the past five years, Newell (i) has not been
convicted in any criminal proceeding, and (ii) was not a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activity subject to, federal or state securities laws or
finding any violation with respect to such laws.
The information required by this Item for each executive
officer and director of Newell is set forth in Attachment I hereto
which is incorporated herein by reference.
In accordance with the terms of the Letter Agreement dated
August 13, 1991 attached as Exhibit 1 to the Statement on Schedule 13D
previously filed by Newell (the "Letter Agreement"), M. Cabell
Woodward, Jr. is currently serving as a member of the Board of
Directors of the Corporation.
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Item 3. Source and Amount of Funds or Other Consideration.
On September 24, 1991, pursuant to the Letter Agreement,
Newell purchased 150,000 shares of Series B Stock (including
associated rights pursuant to the Corporation's Stockholder Rights
Plan) for an aggregate purchase price of $150,000,000. The funds used
to acquire the Series B Stock came from general corporate funds and
the sale of accounts receivable to Asset Securitization Cooperative
Corporation pursuant to the terms of a Receivables Sale Agreement
among Newell, ASCC and Canadian Imperial Bank of Commerce as
Administrative Agent, attached as Exhibit 4 to the Statement on
Schedule 13D previously filed by Newell.
Item 4. Purpose of Transaction.
Newell purchased the Series B Stock as an investment and
because it believed that its ownership of a minority interest in the
Corporation would be beneficial to both Newell and the Corporation.
The $150,000,000 received by the Corporation enabled it to reduce its
outstanding indebtedness, and the investment gives Newell an interest
in a company that sells some of the most recognized brands in the
hardware industry through channels of distribution which are similar
to Newell's and that has strong international operations. Newell also
believed that the association of two companies with excellent
reputations in the industry benefit both companies and that areas of
mutual cooperation may develop.
In early 1990, Newell purchased for investment a total of
2,841,200 shares of Common Stock of the Corporation in stock exchange
transactions. At that time, the parties entered into a three-year
agreement to limit any investment in each other and to refrain from
soliciting proxies or participating in an election contest with
respect to the other. About a year later, the Corporation and Newell
commenced discussions about an additional investment by Newell, and
the discussions led to the Letter Agreement providing for the purchase
of the 150,000 shares of Series B Stock.
Holders of shares of Series B Stock are entitled to receive
cumulative quarterly cash dividends, if and when declared, at an
annual rate of $77.50 per shares ($127.50 after a change in control).
Each share of Series B Stock is entitled to 42.337 votes on all matters
submitted to a vote of stockholders of the Corporation, and shares of
Series B Stock generally will vote together with the shares of Common
Stock as a single class. With certain exceptions, Newell will vote its
stock in accordance with the recommendation of the Board of Directors
of the Corporation or, in the absence of a recommendation, in the same
proportion as the other stockholders. In accordance with the terms of
the Letter Agreement, Newell is entitled to propose one mutually
acceptable director to the Corporation's Board of Directors. If four
quarterly dividends are unpaid, Newell will be entitled to elect a
second director.
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Each share of Series B Stock is convertible into 42.337
shares of Common Stock. The number of shares of Common Stock into
which each share of Series B Stock is convertible and the number of
votes represented by each share of Series B Stock is subject to
antidilution adjustments under certain circumstances.
After five years, the Corporation may require conversion of
the Series B Stock into Common Stock if the market price of the Common
Stock has been equal to at least $50 per share on at least 20 trading
days out of 30 consecutive trading days. After ten years, the
Corporation is entitled to redeem the Series B Stock (and to purchase
any Common Stock into which Series B Stock has been converted) based
on then current market price of the Common Stock. Under certain
circumstances, the Corporation also has the right to exchange $1,000
principal amount of 11% Convertible Subordinated Notes of the
Corporation for each share of Series B Stock.
In connection with the purchase of the Series B Stock,
Newell agreed, for a period of ten years, not to purchase more than
15% of the Corporation's Common Stock (considering the Series B Stock
for this purpose as if it had been converted into Common Stock) and to
limit certain actions, including Newell's rights with respect to
acquiring any assets of the Corporation, proposing a business
combination or other extraordinary transaction involving the
corporation, participating in the formation of a group which owns or
seeks to acquire beneficial ownership of securities of the
Corporation, soliciting proxies with respect to the Corporation, or
otherwise seeking control of the Corporation. Newell's ability to
sell the shares of Series B Stock and any shares of Common Stock now
owned or hereafter acquired is limited to certain types of
transactions, and the Corporation has a right of first refusal under
certain circumstances. The standstill agreements described above will
terminate in the event of a change in control of the Corporation, or
at the end of ten years.
The information contained in this Schedule 13D with respect
to the Letter Agreement, Articles Supplementary and Standstill
Agreement and to the Series B Stock is qualified in its entirety by
reference to such documents, copies of which are attached as Exhibit 1
to the Statement on Schedule 13D previously filed by Newell and which
are incorporated by reference herein.
Except as described above, Newell has no plans or proposals
which relate to or would result in any of the actions described in
clauses (a)-(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Newell presently owns 1,627,600 shares of Common Stock
and 150,000 shares of Series B Stock of the Corporation. If Newell
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were to convert all of the Series B Stock into Common Stock, Newell
would own approximately 8.7% of the Common Stock outstanding (based
upon the number of shares reported outstanding in the Corporation's
Quarterly Report on Form 10-Q for the fiscal quarter ended April 2,
1995 and giving effect to the additional shares that would be
outstanding upon conversion of the Series B Stock but not to the
issuance of any other stock reserved for issuance by the Corporation).
To the best of Newell's knowledge, none of the persons listed in
Attachment I beneficially owns any Common Stock.
(b) Newell has the sole power to vote and to dispose of the
Common Stock and the Series B Stock.
(c) Newell sold the following shares of Common Stock in
brokerage transactions on the New York Stock Exchange on the dates and
at the prices per share indicated:
Number of Price Per
Date Shares Share
5/4/95 80,600 $30.50
5/5/95 1,800 30.25
5/8/95 68,600 30.6031
5/9/95 68,000 30.1604
5/10/95 87,000 30.1781
5/11/95 60,000 30
5/12/95 25,000 30
5/15/95 10,000 30.1250
5/16/95 145,000 30.0905
5/17/95 95,000 30.4210
5/18/95 40,000 30.64
5/19/95 130,000 30.3365
5/22/95 202,600 31.3864
5/23/95 150,000 32.539
5/24/95 25,000 31.93
5/25/95 25,000 31.51
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To the best of Newell's knowledge, none of the persons listed on
Attachment I has effected any transaction in the Common Stock during
the past sixty (60) days.
(d)-(e) Not applicable.
Item 6. Contracts, Arrangements, Undertaking or Relationships With
Respect to Securities of the Issuer.
Exhibit 1 to the Statement on Schedule 13D previously filed
by Newell sets forth certain documents with respect to securities of
the Corporation and agreements between Newell and the Corporation,
each of which is incorporated by reference to this Item.
Item 7. Material to be Filed as Exhibits.
(1) Letter Agreement dated as of August 13, 1991, and Form
of Articles Supplementary (Exhibit A thereto) and Standstill Agreement
(Exhibit B thereto) and the text of the Series B Stock certificate
(Exhibit C thereto).
(2) Articles Supplementary as filed with the State
Department of Assessments and Taxation of the State of Maryland.
(3) Standstill Agreement dated as of September 24, 1991.
(4) Receivables Sale Agreement dated as of September 6,
1991 among Newell, Asset Securitization Cooperative Corporation and
Canadian Imperial Bank of Commerce.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Date: May 31, 1995
NEWELL CO.
By: /s/ W. T. Alldredge
-------------------------------
William T. Alldredge
Vice President -- Finance
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ATTACHMENT I
NEWELL CO.
Executive Officers and Directors of Newell
Residence or Present
Name Business Address Position with Newell Principal Occupation
- --------------------- -------------------------- ---------------------- ----------------------
Daniel C. Ferguson Newell Co. Chairman of the Board Chairman of the Board
One Millington Road of Directors of Directors of Newell
Beloit, Wisconsin 53511
William P. Sovey Newell Co. Vice Chairman and Chief Vice Chairman and Chief
One Millington Road Executive Officer Executive Officer of
Beloit, Wisconsin 53511 Newell
Thomas A. Ferguson Newell Co. President and Chief President and Chief
One Millington Road Operating Officer Operating Officer of
Beloit, Wisconsin 53511 Newell
Richard C. Dell Newell Co. Group President Group President of
One Millington Road Newell
Beloit, Wisconsin 53511
William J. Denton Newell Co. Group President Group President of
One Millington Road Newell
Beloit, Wisconsin 53511
Donald L. Krause Newell Co. Senior Vice President - Senior Vice President -
One Millington Road Corporate Controller Corporate Controller of
Beloit, Wisconsin 53511 Newell
William T. Alldredge Newell Co. Vice President - Vice President -
One Millington Road Finance Finance of Newell
Beloit, Wisconsin 53511
William K. Doppstadt Newell Co. Vice President - Vice President -
One Millington Road Personnel Relations Personnel Relations of
Beloit, Wisconsin 53511 Newell
Alton F. Doody Newell Co. Director President and Chief
One Millington Road Executive Officer of
Beloit, Wisconsin 53511 The Alton F. Doody Co.,
a marketing consulting
company
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Residence or Present
Name Business Address Position with Newell Principal Occupation
- --------------------- -------------------------- ---------------------- ---------------------
Gary H. Driggs Camelback Investment and Director Chairman of Camelback
Management Co. Investment and
5080 North 40th Street Management Co. and
Phoenix, Arizona 85018 Camelback Hotel Corp.
Elizabeth C. Millet Newell Co. Director Cattle Rancher
One Millington Road
Beloit, Wisconsin 53511
Robert L. Katz Newell Co. Director President, Robert L.
One Millington Road Katz & Associates,
Beloit, Wisconsin 53511 consultants in
corporate strategy
John J. McDonough Newell Co. Director Retired
One Millington Road
Beloit, Wisconsin 53511
Allan P. Newell Newell Co. Director Private Investor
One Millington Road
Beloit, Wisconsin 53511
Henry B. Pearsall Newell Co. Director Retired
One Millington Road
Beloit, Wisconsin 53511
To the best of Newell's knowledge, none of the above-listed persons
during the past five years (i) has been convicted in any criminal
proceeding (excluding traffic violations and similar misdemeanors) or
(ii) was a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order
enjoining future violations of or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations
with respect to such laws.
All of the above-listed individuals are citizens of the United States.
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