bdk

A double win: I'm Reiterating by Buy rating for New Britain,Conn.-based tool maker Stanley Works (NYSE: SWK) after the company announced Monday it will buy Black & Decker Corp. (NYSE: BDK) for $4.5 billion in an all-stock deal.

Stanley, first recommended on February 10, 2009 at a price of $32.88, sees the deal as $1 accretive to earnings per share within three years.

Meanwhile, shareholders of Black & Decker, first recommended on April 17, 2009 at a price of $33.53, will receive a 22.1% premium to BDK's closing price as of Friday, October 30, 2009 of $47.22, or about $57.65 per share. Hence, if you bought BDK in April, that represents a 71.9% gain for owning the stock about six months. Not bad.

TheStreet.com's Jim Cramer says opportunistic mergers help deliver value to shareholders during difficult times.

The companies aren't oblivious to this difficult environment. It isn't just that they look at the futures and say, "Uh oh, here comes another bad one" -- the reaction we all feel today. No, it doesn't work like that. They realize that growth's been lowered worldwide and that they can't do it on their own because they don't have critical mass and they have to give up and get together with others in their industries to bring out value.

Black & Decker (NYSE: BDK) (Cramer's Take) and Encore (NYSE: EAC) (Cramer's Take) came to this exact same conclusion at the same time. They just can't make more money for their shareholders independently than they can with other partners. With Encore settling for Denbury's (NYSE: DNR) (Cramer's Take) bid and Black & Decker agreeing to be acquired by Stanley Works (NYSE: SWK) (Cramer's Take), both are settling for about half of what their companies were worth two years ago. But the world has changed in two years, and a lot of the rosy scenarios that justified being independent have to be reconsidered.

As expected, Black & Decker Corporation's (NYSE: BDK) stock is recovering ahead of the U.S. housing sector's better days, which is why I'm Reiterating my Buy rating for the company's shares, first recommended on April 17, 2009 at a price of $33.53. If you bought BDK in April, you're up about 42%.

Look for a 4-7% revenue increase for BDK in FY2010, and an 8-10% gain in FY2011, mostly on the U.S. housing sector's stabilization, which will boost the company's power tools and home improvement segments. In this case, 'less bad is good enough' for Wall Street: only mild housing sector growth is forecast, but given the housing sector's three-year swoon, it will look like a day at the beach.

Despite largely positive corporate earnings reports, investor caution has set upon Wall Street. For the third straight day stocks are set to move into negative territory, with futures showing the three major U.S. indexes heading lower ahead of Thursday's opening bell.

Some blamed Wednesday's near 1% drops in the Dow Jones industrial average and the S&P 500 on a late-day sell-off driven by the latest Beige Book survey from the Federal Reserve that showed the economy is ever so slowly emerging from recession -- too slowly, it would seem, for investors.

TheStreet.com's Jim Cramer says don't heed the pundits -- allow yourself to believe things are improving.

Skeptical, or impossible? That's how I am posing the dilemma of the "pull through" argument whether it involves Ford (NYSE: F) (Cramer's Take) and "Cash for Clunkers" or Hovnanian (NYSE: HOV) (Cramer's Take), Lennar (NYSE: LEN) (Cramer's Take), Toll (NYSE: TOL) (Cramer's Take), KB Home (NYSE: KBH) and Pulte (NYSE: PHM) (Cramer's Take) and the $8,000 tax credit.

Right now any time there is a stimulus program of any sort, the pundits/media/money managers all decide the most important single issue isn't what it will do to the numbers, or whether it will work at all, but what will it do to the "pull through." How much of future sales will it "steal"?

If you prudently bottom-fished Black & Decker back in April, you're up a solid 35%.

BDK isn't as cheap as it was then, but given likely, increasing international demand, a chance for an out-sized gain is still possible, which is why I'm Reiterating my Buy rating for Black & Decker (NYSE: BDK), first recommended on April 17, 2009 at a price of about $33.

Today was the day that the stress test results leaked out, showing many banks needed to raise capital. That had no negative impact as the numbers could have been much worse, and this notion may have dealt a final blow to the bears betting that the financials (and market) were going to tank lower on bad news.

Stronger than expected ADP jobs data came out ahead of this week's unemployment report and helped. Here were the unofficial closing bell levels:

Dow 8,513.95 +103.30 (1.23%)
S&P 500 919.42 +15.62 (1.73%)
Nasdaq 1,759.10 +4.98 (0.28%)

Top Analyst Upgrades
Top Analyst Downgrades

TheStreet.com's Jim Cramer says it's hard not to capitulate when your clients demand irrationality.

When I was weighted short and we would have these seemingly endless days of rallying, it was the mornings that would get me. The mark-ups of the futures, the refusal of Asia or Europe to go down, the "tone." It was relentless.

Then I would get to the office and, after a long period in which all I heard were downgrades, I would be greeted by upgrades, where I would always scream, "Now? Now they upgrade Intel (NASDAQ: INTC) (Cramer's Take)?" Or, "He's putting Research In Motion (NASDAQ: RIMM) (Cramer's Take) on the list now, after this run?" Or, "Wells Fargo (NYSE: WFC) (Cramer's Take) goes from hold to buy? After it ran up 4 points? What is he thinking?"

It goes without saying that this market remains a market for the bold only. There are some 'greens shoots' sprouting in the economy, to cite a phrase popularized by Fed Chairman Ben Bernanke, but there still are formidable problems.

That said, no one ever made a dime by establishing stock positions when things were 99% safe: by that time, almost every stock has been bid-up. You have to prudently-bottom fish, and with this in mind, Black & Decker (NYSE: BDK) is worth a review.

• Citigroup upgraded Abbott Lab (NYSE: ABT) to Hold from Sell on valuation following the stock's recent underperformance. The firm maintains a $48 price target.
  
• Deutsche Bank upgraded shares of Pepsi Bottling (NYSE: PBG) and Dr. Pepper Snapple (NYSE: DPS) to Buy from Hold as they believe carbonated soft drinks market is showing signs of stabilization. The firm raised its price target on Pepsi Bottling to $28 from $25 and on Dr. Pepper Snapple to $22 from $20.
  
• Baird upgraded CommScope (NYSE: CTV) to Outperform from Neutral and raised their target to $19 from $10 as they expect fundamentals to bottom in Q1 and ramp strongly in Q2 as wireless capex outlook improves.
• Sinopec Shanghai (NYSE: SHI) was raised to Buy from Sell at Goldman.
  
• TRW Automotive (NYSE: TRW) was upgraded at JP Morgan to Neutral from Underweight.

TheStreet.com's Jim Cramer says stocks are headed lower, perhaps much lower, even if the banks receive the help they need.

You can see it dawn on people one by one. We aren't coming out of this morass, we are just going into it. The president and Congress aren't serious about it. But more importantly, somehow, the companies are stunned by it.

If you want to read about what it is like to recognize that things are falling apart, go read the Textron (NYSE: TXT) (Cramer's Take) quarter. They actually thought there would be some improvement at year-end. That's not going to happen to a Cessna manufacturer with a commercial finance division of dubious worth. Perhaps there was some hyperbole, but Textron said it was the worst manufacturing time ever!

Here are some highlights from this past week's earnings coverage from BloggingStocks:

• Altria Group Inc. (NYSE: MO) Q4 profit rose on higher prices, and its forecast matched expectations.
• Amgen Inc. (NASDAQ: AMGN) Q4 earnings grew on cost cutting but revenue remained flat.
• Black & Decker Corp. (NYSE: BDK) shares tanked after the dismal Q4 report, and it announced job cuts.
• Carpenter Technology Corp. (NYSE: CRS) Q2 numbers resulted in a downgrade from one analyst.
• ConocoPhillips (NYSE: COP) reported a Q4 loss due to writedowns from recent acquisitions.
• DuPont (NYSE: DD) swung to a bigger-than-expected Q4 loss and its revenue fell as well.
• Eli Lilly & Co. (NYSE: LLY) swung to a Q4 loss on acquisition costs but reaffirmed its guidance.

Yesterday was nightmarish for investors in Black & Decker (NYSE: BDK) as the stock price plunged 21%. In fact, it was the worst one-day performance since 1987.

Like most other companies, Black & Decker got buzz-sawed in the fourth quarter. Revenues fell by 16% to $1.38 billion, with earnings coming to $44 million, or $0.73 per share. This compares to earnings of $184 million, or $2.94 per share in the same period a year ago.

To deal with the situation, Black & Decker plans to slash its payroll by 1,200 employees, which account for 5% of the workforce.

TheStreet.com's Jim Cramer says the next six components include one that may vanish from the index, as well as a top pick.

This is the third part of Jim Cramer's series of predictions for the Dow components in 2009. Be sure to read the first and second parts.

General Motors (NYSE: GM) (Cramer's Take): I believe GM will disappear from the Dow in 2009, a historic change. GM could, like AIG (NYSE: AIG) (Cramer's Take), become a zombie stock, if the common stock isn't crushed in 2009 by bankruptcy. The GMAC deal is a windfall for the company, though, and a "soldier on" situation could be in the works.

The best hope here is a Citigroup-like (NYSE: C) (Cramer's Take) investment where the common stock is bolstered, but the union situation makes it highly unlikely that the company's fortunes can turn. This one's problematic for my whole Dow Jones projections because I believe its near or total obliteration will allow the Dow keepers to replace it with something that can rally in 2009. Cost-cutting just won't make it; there is way too much overcapacity in this industry.

Fortunately, given its reduced size, GM's disappearance won't hurt the averages much. If you really like this one, please play the GM Senior Convertible Debentures C (GPM), which is a convertible preferred with a high yield.

TheStreet.com's Jim Cramer says we have the right people in charge, so 2009 looks a lot brighter.

Send out the clowns. That's how I am looking at 2008.

The people who got us in this mess, whether it be Chris Cox -- last-minute stifling of any accounting hopes ... thanks, Chris! -- or the incredibly overrated and somehow revered Hank Paulson, and, most important, President Bush. Not for a minute did that man do anything to get us out of this jam. It is telling that when people speak of the outgoing administration on Wall Street, they never speak of Bush. It's all Paulson and some Bernanke, a Bush appointee. But in the biggest economic collapse statistically since the Great Depression, the president has played no role and clearly doesn't understand most if not all that is happening around him.

When we speak of the next administration and domestic policy, it is clear that we are going to speak about President Obama. He won't fob it off or deny what's happening. And remember, this crisis got very deep because the man at the top said the fundamentals were sound, and repeated that over and over and over, right up until the beginning of 2008, which is why things are as horrible as they are. And they are horrible. The president's advisers, no doubt cowed by a clueless chief, never wanted to differ, and Bernanke reminds me of one of those academics around presidents Kennedy and Johnson, a brilliant man who has gotten us into the equivalent of a domestic Vietnam. He's finally bombing the heck out of the economy, but it was too late, and now a new administration has to clean up his and Paulson's and Bush's mess for him.