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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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 [_].
*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
-0-
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
-0-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
14. TYPE OF REPORTING PERSON
CO
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This Amendment No. 4 (this "Amendment No. 4") 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. 4 amends the Statement on Schedule 13D, as
previously amended, relating to the common stock, par value $.50 per
share (the "Common 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 4. Purpose of Transaction.
After the close of trading on the New York Stock Exchange on
March 2, 1998, Newell sold its entire investment in the Corporation's
Common Stock, consisting of 7,862,300 shares, to a nationally
recognized investment banking firm as permitted by the Amendment to
Standstill Agreement between Newell and the Corporation, a copy of
which was filed as Exhibit 5 to Amendment No. 3 to this Statement on
Schedule 13D.
Newell has no remaining ownership interest in the Corporation and
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 no shares of Common Stock of the
Corporation. To the best of Newell's knowledge, none of the persons
listed in Attachment I to the Schedule 13D beneficially owns any
Common Stock.
(b) Not applicable.
(c) On March 2, 1998, subsequent to the filing of Amendment No.
3 to this Schedule 13D and after the close of trading on the New York
Stock Exchange, Newell sold 7,862,300 shares of the Corporation's
Common Stock to an investment banking firm in a negotiated "off-board"
transaction at a price of $48.625 per share of Common Stock, exclusive
of commissions.
To the best of Newell's knowledge, since the filing of Amendment
No. 3 to this Schedule 13D, none of the persons listed on Attachment I
has effected any transaction in the Common Stock.
(d) Not applicable.
(e) On March 2, 1998, Newell ceased to be the beneficial owner
of more than five percent of the Common Stock.
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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 3, 1998
NEWELL CO.
By: S/ Dale L. Matschullat
-----------------------------------
Dale L. Matschullat
Vice President - General Counsel