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
February
17, 2010
Dear
Shareholder:
We have
previously sent to you proxy material for the special meeting of The Stanley
Works shareholders, to be held on March 12, 2010 in connection with the proposed
merger with The Black & Decker Corporation. Your Board of Directors recommends
that shareholders vote FOR all proposals on the agenda.
Your vote is important, no
matter how many or how few shares you may own. To ensure that your shares are
represented at the meeting, please vote TODAY--by telephone, via the Internet, or by signing, dating
and returning the enclosed proxy card in the envelope
provided.
Best
regards,
/s/ John
F. Lundgren
John
F. Lundgren
Chairman
and Chief Executive Officer
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REMEMBER:
You
can vote your shares by telephone, or via the
Internet.
Please
follow the easy instructions on the enclosed proxy card.
**Please
note that if you hold your shares in more than one account,
you
should
execute a vote with respect to each account.**
If
you have any questions, or need assistance in voting
your
shares, please call our proxy solicitor,
INNISFREE
M&A INCORPORATED
TOLL-FREE,
at 1-877-800-5182.
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CAUTIONARY
STATEMENTS
Under
the Private Securities Litigation Reform Act of 1995
Statements
in this document that are not historical, including but not limited to those
regarding the consummation of the proposed transaction between Stanley and
Black & Decker and the realization of synergies in connection
therewith, are “forward looking statements” and, as such, are subject to risk
and uncertainty.
Stanley’s
and Black & Decker’s ability to deliver the results as described above
is based on current expectations and involves inherent risks and uncertainties,
including factors listed below and other factors that could delay, divert, or
change any of them, and could cause actual outcomes and results to differ
materially from current expectations. In addition to the risks, uncertainties
and other factors discussed in this document, the risks, uncertainties and other
factors that could cause or contribute to actual results differing materially
from those expressed or implied in the forward looking statements include,
without limitation, those set forth in the “Risk Factors” section, the “Legal
Proceedings” section, the “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” section and other sections of Stanley’s and
Black & Decker’s Annual Reports on Form 10-K and any material changes
thereto set forth in any subsequent Quarterly Reports on Form 10-Q, those
contained in Stanley’s and Black & Decker’s other filings with the
Securities and Exchange Commission, and those set forth below.
These factors include but are not
limited to the risk that regulatory and stockholder approvals of the transaction
are not obtained on the proposed terms and schedule; the future business
operations of Stanley or Black & Decker will not be successful; the
risk that the proposed transaction between Stanley and Black & Decker
will not be consummated; the risk that Stanley and Black & Decker will
not realize any or all of the anticipated benefits from the transaction; the
risk that cost synergy, customer retention and revenue expansion goals for the
transaction will not be met and that disruptions from the transaction will harm
relationships with customers, employees and suppliers; the risk that unexpected
costs will be incurred; the outcome of litigation (including with respect to the
transaction) and regulatory proceedings to which Stanley or Black &
Decker may be a party; pricing pressure and other changes within competitive
markets; the continued consolidation of customers particularly in consumer
channels; inventory management pressures on Stanley’s and Black &
Decker’s customers; the impact the tightened credit markets may have on Stanley
or Black & Decker or customers or suppliers; the extent to which
Stanley or Black & Decker has to write off accounts receivable or
assets or experiences supply chain disruptions in connection with bankruptcy
filings by customers or suppliers; increasing competition; changes in laws,
regulations and policies that affect Stanley or Black & Decker,
including but not limited to trade, monetary, tax and fiscal policies and laws;
the timing and extent of any inflation or deflation in 2009 and beyond; currency
exchange fluctuations; the impact of dollar/foreign currency exchange and
interest rates on the competitiveness of products and Stanley’s and
Black & Decker’s debt programs; the strength of the U.S. and European
economies; the extent to which world-wide markets associated with homebuilding
and remodeling continue to deteriorate; the impact of events that cause or may
cause disruption in Stanley’s or Black & Decker’s manufacturing,
distribution and sales networks such as war, terrorist activities, and political
unrest; and recessionary or expansive trends in the economies of the world in
which Stanley or Black & Decker operates, including but not limited to
the extent and duration of the current recession in the US
economy.
Neither
Stanley nor Black & Decker undertake any obligation to publicly update
or revise any forward-looking statements to reflect events or circumstances that
may arise after the date hereof.
Additional
Information
In
connection with the proposed transaction, Stanley has filed with the Securities
and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (File
No. 333-163509) that includes a joint proxy statement of Stanley and Black &
Decker that also constitutes a prospectus of Stanley. Investors and security holders are
urged to read the joint proxy statement/prospectus and any other relevant
documents filed with the SEC because they contain important information.
Investors and security holders may obtain a free copy of the
joint
proxy statement/prospectus and other documents that Stanley and Black &
Decker file with the SEC at the SEC’s website at www.sec.gov and
Stanley’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, MD 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 joint proxy statement/prospectus related to the proposed
transaction, which was filed with the SEC on February 2,
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 joint proxy statement/prospectus related to the proposed
transaction, which was filed with the SEC on February 2, 2010. These
documents can be obtained free of charge from the sources listed
above.
Contacts:
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The
Stanley Works
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Black
& Decker
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Kate
White
|
Roger
Young
|
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(860)
827-3833
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(410)
716-3979
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kwhite@stanleyworks.com
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roger.young@bdk.com
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