Black & Decker Corp. said yesterday it is willing to make "major concessions" to achieve a friendly merger with American Standard Inc., according to a filing with the Securities and Exchange Commission.
American Standard, which makes plumbing and construction products and is based in New York, so far has rebuffed Black & Decker's repeated takeover offers.
The Towson, Md.-based maker of power tools and appliances, which is offering to buy American Standard for $2.1 billion, or $65 a share, said in the filing that it first informed American Standard of its conciliatory stance last Thursday during a telephone conversation between the companies' chief executives.
Black & Decker said its chairman, Nolan Archibald, told American Standard Chairman William Boyd that he had "a strong desire" to meet one-on-one to negotiate a business combination between the companies. He also said that, to assist in such negotiations, Black & Decker would make concessions in terms of price and board representation and, in the event of a merger, in the financial arrangements of American Standard's current employees.
Black & Decker announced last Friday that a syndicate of 19 banks had agreed to provide it with the $2.2 billion necessary to finance the acquisition at the current $65-a-share price.
The banks include First National Bank of Maryland, which has pledged $45 million; Maryland National Bank, $50 million; Chase Manhattan Bank N.A., $200 million; and Fuji Bank Ltd., $150 million.
Black & Decker began its tender offer for American Standard on Jan. 27 with a $56-a-share offer.
At that time, Black & Decker had said it would pay off its acquisition debt by selling American Standard's transportation products division and its New York headquarters.