Black & Decker Releases ‘Confidential’ American Standard Business Projections

Black & Decker Corp. on Monday disclosed previously confidential information received from American Standard Inc. that showed the takeover target expected sales and earnings to rise substantially by 1992.

American Standard had shared the information as part of its negotiating strategy with Black & Decker, a tool and appliance company that has been pursuing the plumbing and air conditioning maker since late January.

Black & Decker has an outstanding offer of $73 a share, or $2.27 billion, to acquire American Standard.

It wasn’t clear whether the information would influence Black & Decker’s next move. American Standard said Sunday that it was considering other bids from undisclosed suitors, including one worth $75 a share, or $2.35 billion, and gave Black & Decker until Wednesday to make another offer.

As quoted by Black & Decker, the information received from American Standard included its secret five-year plan with sales and cash flow figures and the basic economic assumptions underlying them.

‘Contentious Battle’

They showed American Standard expected sales to rise from $3.8 billion this year to more than $4.7 billion by the end of 1992 and earnings to double to $304 million.

Both companies said the disclosure was required by federal securities laws because it could have a bearing on whether Black & Decker changed its position in the takeover battle. But securities analysts said it was highly unusual that the information was released.

Black & Decker is involved in a “contentious battle,” said William H. Miller, who follows the company for Legg, Mason, Wood, Walker in Baltimore. “If the information works to discourage another bidder, that works in Black & Decker’s interest,” he said. “If the returns look crummy, it could discourage someone else.”

Stanley Fishman, analyst for Fahnestock & Co. in New York, said “I’ve never heard of that before. Confidential means confidential where I was brought up.

“If it is not unique, it’s nearly unique,” said Fishman. “We (analysts) can’t even get five-year forecasts.”