Filed by
The Stanley Works
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under the
Securities Exchange Act of 1934
Subject
Company: The Black & Decker Corporation
Commission
File No.: 1-01553
January 29, 2010 STANLEY + BLACK&DECKER. INTEGRATION UPDATE
Stanley Black & Decker Corporate Structure Announced To all Stanley and
Black & Decker Associates, Last month, we committed to resolving open
questions about the organization structure of the combined Stanley Black &
Decker as soon as possible, and today we are pleased to announce the following
appointments, which will become effective following the official close of the
transaction. Corporate Staff Jim Loree continues as Executive Vice President and
Chief Operating officer. In this capacity, Jim will continue his close
partnership with CEO John Lundgren in managing the combined company’s operations
and providing strategic direction across all business segments. In addition to
Jim’s existing organization, the following appointments will be effective at
close: Tony Milando, Vice President and Integration Co-Leader Mike Tyll,
President, Engineering Fastening Solutions Ben Sihota, President, Emerging
Markets / Pacific Group Joe Voelker, Vice President of Human Resources Corbin
Walburger, Vice President of Business Development Don Allan continues as Chief
Financial Officer and will be named Senior Vice President of the combined
company Bruce Beatt continues as Chief Counsel and will be named Senior Vice
President of the combined company Mark Mathieu continues as head of Human
Resources and will be named Senior Vice President of the combined company.
Business Segments Leadership at the segment/business level: Jeff Ansell will be
named Senior Vice President and Group Executive of the Construction and
Do-it-Yourself segment (CDIY). This CDIY segment will combine the existing
Stanley business with the Black & Decker Worldwide Power Tools businesses.
Jeff, who began his career at Black & Decker, has successfully grown
Stanley’s tool business at two to three times the industry
January 29, 2010 STANLEY + BLACK&DECKER. INTEGRATION UPDATE
average. We are confident that under Jeff’s leadership, the newly strengthened
CDIY segment, bolstered with the addition of a Professional Power Tools business
and a Consumer Power Tools business, will continue to contribute profitable
growth to the combined Stanley Black & Decker. Jeff and the CDIY segment
will be based in Towson, Maryland. The following appointments are made in
conjunction with Jeff’s new organization: Jeff Cooper, President of Consumer
Power Tools & Products Kyle Dancho, President of Hand Tools & Pneumatic
Products Peter Dubois, Chief Information Officer Les Ireland, President of CDIY
North America Tom Kane, Vice President of Human Resources Lee McChesney, Chief
Financial Officer Beau Parker, President of Accessory Products Jaime Ramirez,
President of CDIY Latin America Bob St. John, Vice President of Technology Steve
Stafstrom, Vice President of Operations Bill Taylor, President of Professional
Power Tools & Products John Wyatt, President of CDIY EMEA Brett Bontrager,
in addition to co-leading the integration, remains President of Convergent
Security Solutions (CSS) and will be named Senior Vice President and Group
Executive. As previously announced, structural changes have been made within the
Convergent Security Solutions business to ensure that Brett and his team can
focus on the task at hand while continuing to drive growth and profitability at
CSS. Joining Brett’s CSS organization will be Jamie Raskin, who will serve as
Vice President of Business Development. Justin Boswell remains President of the
Mechanical Security segment and will be named Senior Vice President and Group
Executive. Black & Decker’s Hardware and Home Improvement (HHI) business and
Stanley’s Hardware business will combine under the leadership of Greg
Gluchowski, reporting to Justin. Greg’s operational expertise will guide the
integration of Stanley’s hardware business with Black & Decker’s Hardware
and Home Improvement (HHI) business, while Robert Raff will continue to play a
critical role in integrating the two hardware businesses. Massimo Grassi remains
President, Industrial & Automotive Repair Tim Jones remains President,
Infrastructure Solutions
January 29, 2010 STANLEY + BLACK&DECKER. INTEGRATION UPDATE We
would like to recognize and express our deep appreciation for the significant
contributions from Mike Mangan, Jim Caudill, John Schiech, Bruce Brooks and Amy
O’Keefe. Mike Mangan’s time at Black & Decker has been crucial to driving
results, including during his tenure as CFO. Jim Caudill has reinvigorated the
Black & Decker Hardware & Home Improvement business and has demonstrated
world class leadership skills. John Schiech was the chief architect of the
global DEWALT business, and during his 29 years with Black & Decker has
demonstrated strong product and marketing leadership. Bruce Brooks achieved
success across many geographies, from Asia to Brazil, in both consumer and
professional businesses. Amy O’Keefe successfully led the global finance
organizations for both Worldwide Power Tools & Accessories and Hardware and
Home Improvement. We further appreciate the professionalism and assistance that
each of the aforementioned has provided during this transitional period, and
wish them well in their future endeavors. As you can see, combining the two
organizations was a matter of aligning our operations in a way that empowers our
businesses to most effectively go to market. It is important to keep in mind
that the organization outlined in the charts linked to below is the combined
company or “Day One” organization, and while we fully anticipate successful
closing of the transaction, we continue to operate as two separate companies,
under our existing operating structure, until the transaction is closed. Please
click here to view two charts outlining the Stanley Black& Decker day one
organizational structure. If you have any questions regarding these
announcements, please use the Q & A portion of the integration website.
Thank you. John Lundgren Chairman & CEO The Stanley
Works Nolan Archibald Chairman, President & CEO The Black &
Decker Corporation
President & CEO John Lundgren EVP & COO Jim Loree 0.9B SVP
& Group Exec. Convergent Security Brett Bontrager 4.0B SVP & Group Exec.
Construction & DIY Jeff Ansell 1.4B SVP & Group Exec. Mechanical
Security Justin Boswell 1.2B President Industrial & Auto Repair Massimo
Grassi 0.6B President Engineered Fast Mike Tyll President Asia Jeff Chen
President EMPG Ben Sihota SVP & CIO/SFS Bert Davis 0.1B President
Infrastructure Tim Jones VP & Integration Co-Leader Tony Milando Staff
Executive Denise Nemchev VP Sourcing Mike Prado VP Business Development Corbin
Walburger VP Brand Mgmt & Licensing Scott Bannell Vice President Human
Resources Joe Voelker SVP & CFO Don Allan SVP & Chief Counsel Bruce
Beatt SVP Human Resources Mark Mathieu
STANLEY + BLACK&DECKER. Businesses 4.0B SVP & Group Exec.
Construction & DIY Jeff Ansell VP HR T. Kane CFO L. McChesney VP Operations
S. Stafstrom President Hand Tools & Pneumatic Products K. Dancho President
Professional Power Tools & Products B. Taylor President Consumer Power Tools
& Products J. Cooper President Accessory Products B. Parker President CDIY
NA L. Ireland President CDIY EMEA J. Wyatt President CDIY Latin America J.
Ramirez CIO P. Dubois VP Technology B. St. John 1.4B SVP & Group Exec.
Mechanical Security Justin Boswell President Mechanical Access Solutions D.
McIntyre President Hardware G. Gluchowski President Access Technology F. Luke GM
MAS Asia G. Zong VP OPS S. St. John CFO TBD VP HR J. Stockman CIO M. Fuhrmann
0.9B SVP & Group Exec.Convergent Security Brett Bontrager President CSS NA
& UK Direct T. Byerly COO/CFO B. Kaner VP HR M. Nowlin CIO D. Young
President SSS GDP EUR B. Richerme VP BD J. Raskin 1.2B President Industrial
& Auto Repair Massimo Grassi VP HR Open CFO TBD VP Operations TBD VP
Marketing Y. Antier VP Hand Tools Product Dev. H. Gomas President NA J. Cannon
VP & GM LA E. Ortiz VP China T. Wan VP SE Asia R. Lim 0.6B President
Engineered Fast. Mike Tyll President Asia G. Chakravathi President Europe M.
Mueller President Americas C. Yingli Yan VP Finance J. Patton VP IT F. Irving VP
Bus. Dev. M. Schnurr VP GM J. Gills VP HR TBD COO Assembly Technologies B. Logue
0.1B President Infrastructure Tim Jones CFO H. Allen Dir. of Operations J. Kelly
GM Dubuis T. Schlaich Director Marketing K. Steck NA Sales Mgr. Railways J.
Hines Sales Mgr. Mounted L. Maggio Sales Mgr. Rental & SA R. Schorn NA Sales
Mgr. Hand Held M. Cardinal Sales Mgr. Government D. Gerdes HR Manager
Open
Additional
Information
The
proposed transaction involving Stanley and Black & Decker will be submitted
to the respective stockholders of Stanley and Black & Decker for their
consideration. In connection with the proposed transaction, Stanley
has filed with the Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 that includes a preliminary joint proxy statement of
Stanley and Black & Decker that will also constitute a prospectus of
Stanley. Investors
and security holders are urged to read the preliminary joint proxy
statement/prospectus and any other relevant documents filed with the SEC
(including the definitive joint proxy statement/prospectus) when they become
available, because they contain important
information. Investors and security holders may obtain a free
copy of the preliminary joint proxy statement/prospectus and other documents
(when available) that Stanley and Black & Decker file with the SEC at the
SEC’s website at www.sec.gov and
Stanley’s and Black & Decker’s website related to the transaction at www.stanleyblackanddecker.com. In
addition, these documents may be obtained from Stanley or Black & Decker
free of charge by directing a request to Investor Relations, The Stanley Works,
1000 Stanley Drive, New Britain, CT 06053, or to Investor Relations, The Black
& Decker Corporation, 701 E. Joppa Road, Towson, Maryland 21286,
respectively.
Certain
Information Regarding Participants
Stanley,
Black & Decker and certain of their respective directors and executive
officers may be deemed to be participants in the proposed transaction under the
rules of the SEC. Investors and security holders may obtain
information regarding the names, affiliations and interests of Stanley’s
directors and executive officers in Stanley’s Annual Report on Form 10-K for the
year ended January 3, 2009, which was filed with the SEC on February 26, 2009,
its proxy statement for its 2009 Annual Meeting, which was filed with the SEC on
March 20, 2009, and the preliminary joint proxy statement/prospectus related to
the proposed transaction, which was filed with the SEC on January 15,
2010. Investors and security holders may obtain information regarding
the names, affiliations and interests of Black & Decker’s directors and
executive officers in Black & Decker’s Annual Report on Form 10-K for the
year ended December 31, 2008, which was filed with the SEC on February 17, 2009,
its proxy statement for its 2009 Annual Meeting, which was filed with the SEC on
March 16, 2009, and the preliminary joint proxy statement/prospectus related to
the proposed transaction, which was filed with the SEC on January 15,
2010. These documents can be obtained free of charge from the sources
listed above. Additional information regarding the interests of these
individuals may also be included in the definitive joint proxy
statement/prospectus regarding the proposed transaction when it becomes
available.
Non-Solicitation
A
registration statement relating to the securities to be issued by Stanley in the
proposed transaction has been filed with the SEC, and Stanley will not issue,
sell or accept offers to buy such securities prior to the time such registration
statement becomes effective. This document shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of such securities, in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to appropriate registration or qualification
under the securities laws of such jurisdiction.