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
Manager Talking Points Organization structure for Stanley Black
& Decker January 29, 2010 What’s New • Top-level organization structure and
leaders were announced on Friday, 01/29 • Importantly, this is a “Day One”
Structure, and not effective until close date • KEY POINTS: •Black &
Decker’s Power Tools Organizations will align with the Construction & DIY
Segment, headquartered in Towson • The combined hardware businesses will align
with Mechanical Security Solutions. • Engineered Fastening Systems will
represent an additional growth platform for the combined company. Organization
Structure and Leadership • The new structure reflects the combined company’s
business segmentation (eg CDIY, Industrial and Security) and leverages the
natural alignment that exist between businesses including the two Hardware
businesses, the significant geographic overlaps particularly in North America,
Latin America, Europe and Asia, and the opportunity to leverage the efficiencies
of shared services and centralized corporate functions. • This announcement does
not alter your current role and reporting relationship. Your reporting
relationship will be clarified as the organizational definition deepens •
External communications (customers, suppliers, etc) will be handled in the
normal course of business and unless authorized to do so, you should route
external requests for comment through the appropriate channels. • We will
continue communicate regularly with you, and you can continue to use the Q&A
portions of the integration site going forward.
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.