UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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. 7300 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)
March 2, 1998
(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 [_].
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).
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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
7,862,300
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
7,862,300
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,862,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
14. TYPE OF REPORTING PERSON
CO
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This Amendment No. 3 (this "Amendment No. 3") 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.
Item 1. Security and Issuer.
This Amendment No. 3 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 Amendment No. 3 is being filed by Newell, with its principal
offices at Newell Center, 29 East Stephenson Street, Freeport,
Illinois 61032. Newell is a manufacturer and marketer of staple
consumer products sold to high volume purchasers through a variety of
retail and wholesale distribution channels. Product categories
include Hardware and Home Furnishings, Office Products and Housewares.
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.
Item 4. Purpose of Transaction.
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 dated August 13, 1991
attached as Exhibit 1 to the Statement on Schedule 13D initially filed
by Newell (the "Letter Agreement"), providing for the purchase of the
150,000 shares of Series B Stock. Newell made subsequent market sales
of Common Stock purchased in stock exchange transactions.
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Newell purchased the Series B Stock from the Corporation in 1991
as an investment and because Newell 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 for the Series B Stock enabled it to reduce its
outstanding indebtedness, and the investment gave 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 benefits both companies and that areas of
mutual cooperation may develop.
Pursuant to the terms of the Series B Stock, in October 1996 the
Corporation required conversion of the Series B Stock into Common
Stock. Each share of Series B Stock was converted into 42.337 shares
of Common Stock, or a total of 6,350,000 shares.
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 then
owned or thereafter acquired is limited to certain types of
transactions, and the Corporation has a right of first refusal under
certain circumstances. With certain exceptions, Newell agreed to 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.
On March 2, 1998, the Corporation and Newell entered into an
Amendment to Standstill Agreement (the "Amendment"), a copy of which
is filed as Exhibit 5 to this Amendment No. 3. Pursuant to the
Amendment, the Corporation agreed that Newell could sell any or all of
the Common Stock to a nationally recognized investment banking firm
that would agree to resell the Common Stock subject to certain specific
restrictions. 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. At the date of this Amendment No. 3, Newell is considering
its alternatives with respect to the Corporation's Common Stock held by
Newell and in particular is considering the possible sale of some or
all of such shares, subject to the terms of the Standstill Agreement
and the Amendment, market conditions and other factors.
In connection with the purchase of the Series B Stock, the
Corporation agreed in the Letter Agreement that for so long as Newell
holds more than 6,000,000 shares of the Corporation's Common Stock,
Newell was entitled to propose one mutually acceptable nominee for
election to the Corporation's Board of Directors. In 1993, after
discussions with the Corporation, Newell proposed M. Cabell Woodward,
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Jr., retired vice chairman and chief financial officer of ITT
Corporation, for election to Black & Decker's Board of Directors.
Although Mr. Woodward has continued to serve as a director of the
Corporation, Mr. Woodward is not an officer or director of Newell, is
not otherwise affiliated with Newell and does not function and has not
functioned as Newell's representative on the Corporation's Board of
Directors. On March 2, 1998, Newell irrevocably surrendered all
rights with respect to a nominee for election as a director of the
Corporation.
The information contained in this Schedule 13D with respect to
the Letter Agreement, Articles Supplementary, Standstill Agreement and
the Amendment 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
or as Exhibit 5 to this Amendment No. 3 and which are incorporated
herein by reference.
At the date of this Amendment No. 3, 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 7,862,300 shares of Common Stock of
the Corporation, constituting approximately 8.3% of the Common Stock
outstanding (based upon the number of shares reported outstanding in
the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997). 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.
(c) Newell has not effected any transaction in the Common Stock
during the past 60 days.
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 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.
On March 2, 1998, the Corporation and Newell entered into an
Amendment to Standstill Agreement (the "Amendment"), a copy of which
is filed as Exhibit 5 to this Amendment No. 3 to Statement on Schedule
13D. Pursuant to the Amendment, the Corporation agreed that Newell
could sell any or all of the Common Stock to an investment banking
firm that would agree to resell the Common Stock subject to certain
specific restrictions.
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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.
(5) Amendment to Standstill Agreement dated as of March 2, 1998.
__________________
* Previously filed.
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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: March 2, 1998
NEWELL CO.
By: S/ C.R. Davenport
-------------------------------
C.R. Davenport
Vice President - Treasurer
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ATTACHMENT I
NEWELL CO.
Set forth in the table below are the (a) name, (b) residence or
business address and (c) the present principal occupation or
employment and the name, principal business and address of any
corporation or other organization in which such occupation or
employment is conducted. All persons identified below are U.S.
citizens.
Executive Officers and Directors of Newell
Residence or Present
Name Business Address Position with Newell Principal Occupation
- ---------------------- -------------------------- ---------------------- ----------------------
William P. Sovey Newell Co. Chairman of the Board Chairman of the Board
One Millington Road of Directors of Directors of Newell
Beloit, Wisconsin 53511
John J. McDonough Newell Co. Vice Chairman and Chief Vice Chairman and Chief
One Millington Road Executive Officer and Executive Officer of
Beloit, Wisconsin 53511 Director Newell
Thomas A. Ferguson, Jr. Newell Co. President and Chief President and Chief
One Millington Road Operating Officer Operating Officer of
Beloit, Wisconsin 53511 and Director Newell
Donald L. Krause Newell Co. Senior Vice President- Senior Vice President-
One Millington Road Corporate Controller Corporate Controller 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
William T. Alldredge Newell Co. Vice President - Vice President -
One Millington Road Finance Finance of Newell
Beloit, Wisconsin 53511
Alton F. Doody Newell Co. Director President and Chief
One Millington Road Executive Officer of
Beloit, Wisconsin 53511 The Alton F. Doody Co.,
marketing consulting
company
Gary H. Driggs Newell Co. Director Chairman of Camelback
One Millington Road Investment and
Beloit, Wisconsin 53511 Management Co. and
Camelback Hotel Corp.
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Daniel C. Ferguson Newell Co. Director Retired
One Millington Road
Beloit, Wisconsin 53511
Elizabeth Cuthbert Millet Newell Co. Director Cattle Rancher
One Millington Road
Beloit, Wisconsin 53511
Cynthia A. Montgomery Newell Co. Director Professor of Business
One Millington Road Administration at the
Beloit, Wisconsin 53511 Harvard Graduate
School of Business
Robert L. Katz Newell Co. Director President, Robert L.
One Millington Road Katz & Associates,
Beloit, Wisconsin 53511 consultants in
corporate strategy
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 and except as set forth in the
next paragraph, 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.
Gary H. Driggs resigned as President and Chief Executive Officer
of Western Savings and Loan Association ("WS&L") in December 1988 and
as a Director in March 1989. Later in 1989, WS&L was declared
insolvent and taken over by the Federal Deposit Insurance Corporation.
In 1995, Dr. Driggs settled civil actions alleging conspiracy, fraud
and other acts relating to the insolvency for an aggregate amount of
$650,000 and agreed not to affiliate with an insured depositary
institution without prior approval. He also pled guilty to two felony
counts relating to omissions in regulatory filings and was fined
$10,000, placed on probation and required to perform community
service. Dr. Driggs cooperated in the investigation of this matter.
EXHIBIT 5
AMENDMENT TO STANDSTILL AGREEMENT
This Amendment to Standstill Agreement, dated March 2, 1998
is between Newell Co., a Delaware corporation ("Newell"), and The
Black & Decker Corporation, a Maryland corporation ("Black & Decker").
WHEREAS, Newell and Black & Decker are parties to a
Standstill Agreement dated as of September 24, 1991 (the "Standstill
Agreement"); and
WHEREAS, Newell and Black & Decker desire to amend certain
provisions of the Standstill Agreement;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements set forth herein and for other good
and valuable consideration a receipt of which is hereby acknowledged,
the parties, intending to be legally bound hereby, agree as follows:
A. A new paragraph (c) is hereby added to Section 2.04
"Restrictions on Transfer" to read as follows:
(c) Newell, its affiliates and its associates may
Sell any or all Voting Securities to a nationally
recognized investment banking firm which agrees in
writing in a form reasonably acceptable to and for the
express benefit of both Newell and Black & Decker, to
resell as soon as reasonably practicable all of the
Voting Securities that it purchases from Newell, its
affiliates or associates in one or more transactions,
provided that the amount of Voting Securities sold to
any single person or, to the knowledge of the
investment banking firm, group shall not exceed 2% of
the then outstanding shares of Black & Decker Common
Stock (assuming the exercise, conversion or exchange of
all Voting Securities other than Common Stock);
provided, however, that such investment banking firm
shall not resell any such Black & Decker Voting
Securities to a person or entity that is not a pension
fund advisor, mutual fund, insurance company, bank
trust department, money manager or individual investor;
provided further, however, that notwithstanding the
foregoing, resales may be made (i) as required by New
York Stock Exchange Rule 393 (supplementary paragraph
.13 or .18), (ii) as otherwise expressly approved by
the Chief Financial Officer or General Counsel of Black
& Decker or (iii) if after using reasonable commercial
efforts the investment banking firm has not resold all
of the Voting Securities in accordance with the
foregoing restrictions, any remaining Voting Securities
may be resold on the New York Stock Exchange in the
ordinary course of business.
B. Except as expressly herein amended, the Standstill
Agreement shall continue in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to Standstill Agreement to be executed as of the date first
referred to above.
THE BLACK & DECKER CORPORATION
By: Charles E. Fenton
---------------------------------
Senior Vice President and General
Counsel
NEWELL CO.
By: C.R. Davenport
---------------------------------
C.R. Davenport
Vice President - Treasurer
