THIS IS A CONFIRMING COPY OF THE FORM U-3A-2 THAT WAS FILED IN PAPER FORMAT ON
FEBRUARY 28, 1994 RATHER THAN IN ELECTRONIC FORMAT AS REQUIRED BY RULE
101(a)(V) OF REGULATION S-T
File No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM-U-3A-2
Statement by Holding Company Claiming Exemption Under Rule U-3A-2 from the
Provisions of the
Public Utility Holding Company Act of 1935
THE STANLEY WORKS
hereby files with the Securities and Exchange Commission, pursuant to Rule U-
3A-2, its statement claiming exemption as a holding company from the provisions
of the Public Utility Holding Company Act of 1935. In support of such claim for
exemption the following information is submitted:
1. Name, State of organization, location and nature of business of
claimant and every subsidiary thereof.
The Stanley Works ("Stanley") is a Connecticut corporation with its principal
place of business at 1000 Stanley Drive New Britain, Connecticut 06053. A list
of its subsidiary companies is attached hereto and identified as Attachment 1.
A description of the nature of Stanley's businesses and that of its
subsidiaries, except for The Farmington River Power Company ("FRPC"), is
attached hereto and identified as Attachment 2. The business of FRPC involves
the generation, sale and distribution of electricity within the State of
Connecticut.
2. A brief description of the properties of claimant and each of its
subsidiary public utility companies used for the generation, transmission, and
distribution of electric energy for sale, or for the production, transmission,
and distribution of natural or manufactured gas, indicating the location of
principal generating plants, transmissions lines, producing fields, gas
manufacturing plants and electric and gas facilities, including all such
properties which are outside the State in which claimant and its subsidiaries
are organized and all transmission or pipelines which deliver or receive
electric energy or gas at the borders of such State.
<PAGE>
<PAGE>
Stanley owns no properties used for such purposes either within or without the
State of Connecticut.
FRPC owns and operates the Rainbow Dam Hydroelectric Facility located on the
Farmington River in Windsor, Connecticut. The hydroelectric facility consists
of the Rainbow Dam, a power house with an 8 megawatt generating capacity,
switching and transformer equipment, flow and flood rights and various storage
and outbuildings all located in Windsor, Connecticut. In addition FRPC owns a
69 kv transmission line, with rights of way, running for approximately 22 miles
within the State of Connecticut from the Rainbow Dam facility to New Britain,
Connecticut. FRPC also owns a substation, a portion of a 69 kv transmission
line and various distribution lines all located within New Britain,
Connecticut.
FRPC does not own any property located outside the State of Connecticut and
does not own any property located on or in proximity to the borders of the
State of Connecticut.
3. The following information for the last calendar year with respect to
claimant and each of its subsidiary public utility companies:
(a) Number of kwh. of electric energy sold (at retail or wholesale), and
Mcf. of natural or manufactured gas distributed at retail.
Stanley - None.
FRPC sold 28,747,669 kwh. of electric energy during 1993.
(b) Number of kwh. of electric energy and Mcf. of natural or manufactured
gas distributed at retail outside the State in which each such company is
organized.
Stanley - None.
FRPC - None.
(c) Number of kwh. of electric energy and Mcf. of natural or manufactured
gas sold at wholesale outside the State in which each such company is organized
or at the State line.
Stanley - None.
FRPC - None.
(d) Number of kwh. of electric energy and Mcf. of natural or manufactured <PAGE>
gas purchased outside the State in which each such company is organized or at
the State line.
<PAGE>
Stanley - None.
FRPC - None.
The above-named claimant has caused this statement to be duly executed on its
behalf by its authorized officer on this 28th day of February, 1994.
The Stanley Works
By: /s/ Thomas J. Williams
Associate General Counsel
and Assistant Secretary
CORPORATE SEAL
Attest:
/s/ Brenda Bemben
Name, title and address of officer to whom notices and correspondence
concerning this statement should be addressed.
Thomas J. Williams Associate General Counsel
(Name) (Title)
1000 Stanley Drive, New Britain, CT 06053
(Address)
<PAGE>
EXHIBIT A
<TABLE>
Consolidated Statements of Earnings
The Stanley Works and Subsidiaries
<CAPTION>
Fiscal years ended January 1, 1994, January 2, 1993 and December 28, 1991
(Millions of Dollars, except per share amounts) 1993 1992* 1991*
<S> <C> <C> <C>
Net Sales $2,273.1 $2,195.6 $1,942.2
Costs and Expenses <PAGE>
Cost of sales 1,553.0 1,466.0 1,281.0
Selling, general and administrative 512.3 526.7 462.3
Interest-net 25.2 26.5 25.9
Other-net 34.6 18.3 16.5
------- ------- -------
2,125.1 2,037.5 1,785.7
------- ------- -------
Earnings before Income Taxes and
Cumulative Effect of Accounting Changes 148.0 158.1 156.5
Income Taxes
Currently payable 61.0 72.2 52.3
Deferred (5.6) (12.2) 7.1
----- ----- ----
55.4 60.0 59.4
Earnings before Cumulative Effect
of Accounting Changes 92.6 98.1 97.1
Cumulative effect of accounting changes (8.5) (12.5)
------- ------- ------
Net Earnings $84.1 $98.1 $84.6
======= ======= ======
Earnings Per Share of Common Stock:
Before cumulative effect of accounting changes $2.06 $2.15 $2.24
Cumulative effect of accounting changes (.19) (.29)
------- ------- ------
Net Earnings Per Share of Common Stock $1.87 $2.15 $1.95
======== ======= ======
<FN>
See notes to consolidated financial statements.
* Reclassified to conform with the 1993 presentation.
</TABLE>
<PAGE>
<TABLE>
Consolidated Balance Sheets
The Stanley Works and Subsidiaries
<CAPTION>
January 1, 1994 and January 2, 1993
(Millions of Dollars) 1993 1992
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $43.7 $81.1
Accounts and notes receivable, net 371.2 354.9
Inventories 308.1 302.0
Other current assets 35.6 40.7
------ ------
Total Current Assets 758.6 778.7
Property, Plant and Equipment 566.5 566.6
Goodwill and Other Intangibles 171.5 175.3
Investments and Other Assets 80.3 87.0
------- -------- <PAGE>
Total Assets $1,576.9 $1,607.6
======== ========
LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities
Notes payable to banks $42.3 $20.2
Current maturities of long-term debt 9.8 8.4
Accounts payable 103.3 114.0
Accrued expenses 197.6 184.2
Income taxes 4.1 3.1
------ -----
Total Current Liabilities 357.1 329.9
Long-Term Debt 377.2 438.0
Deferred Income Taxes 36.0 54.8
Other Liabilities 125.7 88.6
Shareholders' Equity
Preferred Stock, without par value:
Authorized and unissued 10,000,000 shares
Common Stock, par value $2.50 per share:
Authorized 110,000,000 shares;
issued 46,171,705 shares in 1993 and 1992 115.4 115.4
Capital in excess of par value 73.1 75.8
Retained earnings 871.1 843.7
Foreign currency translation adjustment (56.7) (41.5)
ESOP debt (261.5) (268.8)
------- -------
741.4 724.6
Less: cost of common stock in treasury
(1,476,074 shares in 1993 and 732,851
shares in 1992) 60.5 28.3
------- -------
Total Shareholders' Equity 680.9 696.3
--------- ---------
Total Liabilities and Shareholders' Equity $1,576.9 $1,607.6
========= =========
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
Consolidated Statements of Cash Flows
The Stanley Works and Subsidiaries
<CAPTION>
Fiscal years ended January 1, 1994, January 2, 1993 and December 28, 1991
(Millions of Dollars) 1993 1992 1991
<S> <C> <C> <C>
Operating Activities:
Net earnings $84.1 $98.1 $84.6
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 80.7 78.5 74.9 <PAGE>
Gain on sale of non-operating asset (29.0) (25.8)
Provision for postemployment and
postretirement benefits 13.6 20.6
Other non-cash items 9.4 16.0 (.6)
Changes in operating assets and liabilities:
Accounts and notes receivable (19.7) 13.1 9.8
Inventories (15.5) (6.6) .5
Accounts payable and accrued expenses 16.0 17.2 (6.1)
Income taxes 1.0 1.8 2.4
Other 5.9 (7.3) (6.1)
------ ------ ------
Net cash provided by operating activities 146.5 185.0 180.0
------ ------ ------
Investing Activities:
Capital expenditures (69.7) (65.1) (61.1)
Proceeds from sales of assets 6.6 8.2 11.8
Proceeds from sale of non-operating asset 38.9 35.2
Business acquisitions (13.3) (105.8) (54.7)
Proceeds from sale of businesses 2.9
Other (13.2) (10.6) (8.0)
------ ------ ------
Net cash used by investing activities (50.7) (138.1) (109.1)
------ ------ ------
Financing Activities:
Payments on long-term debt (133.8) (69.8) (256.3)
Proceeds from long-term borrowings 78.5 120.2 240.3
Loan to ESOP (180.0)
Net short-term bank financing 22.3 5.1 (2.6)
Proceeds from issuance of common stock 4.6 3.6 184.6
Purchase of common stock for treasury (42.3) (25.0) (37.2)
Cash dividends on common stock (60.5) (57.5) (52.3)
------ ------ ------
Net cash used by financing activities (131.2) (23.4) (103.5)
------ ------ ------
Effect of exchange rate changes on cash (2.0) (.7) (3.8)
------ ------ ------
Increase (decrease) in cash and cash equivalents (37.4) 22.8 (36.4)
Cash and cash equivalents, beginning of year 81.1 58.3 94.7 <PAGE>
------ ------ ------
Cash and cash equivalents, end of year $43.7 $81.1 $58.3
====== ====== ======
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
Consolidated Statements of Changes in Shareholders' Equity
The Stanley Works and Subsidiaries
<CAPTION>
Fiscal years ended January 1, 1994, January 2, 1993 and December 28, 1991
(Millions of Dollars)
Capital Trans-
In Excess lation Share-
Common of Par Retained Adjust- ESOP Treasury holders
Stock Value Earnings ments Debt Stock Equity
<S> <C> <C> <C> <C> <C> <C> <C>
Bal December 30, 1990 $113.2 $59.3 $756.9 $(8.1) $(102.9) $(139.1) $679.3
Net earnings 84.6 84.6
Cash dividends declared
- $1.22 per share (53.8) (53.8)
Issuance of common stock 1.5 31.4 152.9 185.8
Purchase of common stock (37.2) (37.2)
ESOP debt (173.2) (173.2)
ESOP tax benefit 3.0 3.0
-----------------------------------------------------------
Bal Dec 28, 1991 114.7 90.7 790.7 (8.1) (276.1) (23.4) 688.5
Pooling of interests .7 (13.4) 9.8 12.7 9.8
-----------------------------------------------------------
Bal Dec 29, 1991 115.4 77.3 800.5 (8.1) (276.1) (10.7) 698.3
Net earnings 98.1 98.1
Currency translation adj (33.4) (33.4)
Cash dividends declared
- $1.28 per share (58.5) (58.5) <PAGE>
Issuance of common stock (1.5) 10.1 8.6
Purchase of common stock (27.7) (27.7)
ESOP debt 7.3 7.3
ESOP tax benefit 3.6 3.6
----------------------------------------------------------
Bal Jan 2, 1993 115.4 75.8 843.7 (41.5) (268.8) (28.3) 696.3
Net earnings 84.1 84.1
Currency translation adj (15.2) (15.2)
Cash dividends declared
- $1.34 per share (60.1) (60.1)
Issuance of common stock (2.7) 15.7 13.0
Purchase of common stock (47.9) (47.9)
ESOP debt 7.3 7.3
ESOP tax benefit 3.4 3.4
------------------------------------------------------------
Bal Jan 1, 1994 $115.4 $73.1 $871.1 $(56.7) $(261.5) $(60.5) $680.9
============================================================
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
FARMINGTON RIVER POWER
PROFIT & LOSS SUMMARY
DEC/93 - ACTUAL RATES
(in thousands of dollars)
<CAPTION>
YTD YTD
DEC/93 DEC/92
ACTUAL ACTUAL
<S> <C> <C>
NET SALES - A - -
STD MFG COST OF SALES
---------------------
MATERIAL - B - -
LABOR - C - -
OVERHEAD - D - -
AFFILIATE - -
____________ ____________
TOTAL - -
____________ _____________
STANDARD GROSS PROFIT - -
OTHER COSTS/CREDITS
-------------------
INVENTORY LOSSES & ADJ - E - -
PURCH PRICE VARIANCE - -
OTHER COST OF SALES - F (75.8) 456.0
MANUFACTURING VARIANCE - G - -
____________ _____________
TOTAL (75.8) 456.0
____________ _____________
ACTUAL GROSS PROFIT 75.8 (456.0)
OPERATING EXPENSES
-------------------------
RESEARCH, DEV, & ENGR - H - -
MARKETING EXP - I - -
ADVER & SALES PROMOTION - J - -
SELLING EXPENSE - K - -
DISTRIBUTION EXPENSE - L - -
ADMINISTRATIVE EXPENSE - M - 5.4
CORP EXPENSE ALLOCATION - -
SPECIAL PROJECT EXPENSE - -
____________ ____________
TOTAL - 5.4
____________ ____________
OPERATING PROFIT 75.8 (461.4)
INTEREST-NET - N - -
OTHER-NET - O 8.8 - <PAGE>
____________ ____________
PRETAX PROFIT 67.1 (461.4)
PROV FOR TAXES (23.5) 154.2
____________ ______________
AFTER TAX PROFIT 43.6 (307.2)
============================
</TABLE>
<PAGE>
<TABLE>
FARMINGTON RIVER POWER
BALANCE SHEET SUMMARY
DEC/93 - ACTUAL RATES
(in thousands of dollars)
<CAPTION>
CURRENT CURRENT MONTH
MONTH PRIOR YEAR
ASSETS
<S> <C> <C>
CASH - -
SHORT TERM SECURITIES $ - -
NOTES & ACCTS REC -1- - -
AFFIL ACCTS REC -2- - -
NET INVENTORY -3- 7.3 11.8
PREPAID EXPENSES - 1.4
______________ _______________
TOTAL CURRENT ASSETS 7.3 13.2
______________ _______________
INVEST & OTHER ASSETS -4- (.7) -
AFFIL INVEST-NOTES & ADVANCES -5- - -
NET PROPERTY, PLANT, & EQUIP -6- 2,183.6 392.0
OTHER DEFERRED CHARGES - -
_______________ _______________
TOTAL ASSETS 2,190.2 405.2
==================================
NOTES PAYABLE -7- - -
ACCOUNTS PAYABLE -8- 20.9 7.9
DIV PAYABLE $ - -
AFFIL - ACCTS PAYABLE -9- 1,710.2 -
ACCRUED LIABILITIES -10- 89.2 98.1
ACCRUED INCOME TAX -PRIOR YEAR - -
ACCRUED INCOME TAXES-CURRENT YEAR 24.1 (156.6)
GENERAL LIABILITIES
LIAB FOR PENSION - -
__________ __________
TOTAL CURRENT LIAB 1,844.4 (50.7)
_________ ___________
LONG TERM DEBT - -
FUNDED DEBT - -
DEFERRED LIAB & RESERVES
DEFERRED TAXES 11.5 12.1 <PAGE>
AFFIL N/P, ADVANCES -11- - -
_________ ____________
TOTAL LT LIABILITIES 11.5 12.1
___________ ____________
DIVISION INVESTMENT ACCT -12- (249.0) (96.0)
COMMON STOCK -13- 150.0 150.0
SURPLUS-CURRENCY TRANSL. - -
CAPITAL SURPLUS - -
EARNED SURPLUS-BEG OF YEAR 433.4 389.8
EARNED SURPLUS-CURRENT YEAR
__________ ____________
TOTAL NET WORTH 334.4 443.8
__________ ___________
TOTAL LIABIL & NET WORTH 2,190.2 405.2
=============================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TRIAL BALANCE
03/16/94
FARMINGTON RIVER POWER
DEC 1993
YTD PRIOR
<S> <C>
13110 OPERATING SUPPLIES 7,285
INVGROSS INVENTORY - GROSS 7,285
INVNET NET INVENTORY 7,285
BAL 3
PREPAIDS PREPAID EXPENSES 3
OTHCUR OTHER CURRENT ASSETS 3
CURASSETS TOTAL CURRENT ASSET 7,288
17510 PREPAID PENSION EXP (721)
INVOTHASS INVEST & OTHER ASSE (721)
21000 LAND 117,884
21100 LAND IMPROVEMENTS 30,335
21200 BUILDINGS 2,532,323
21400 MACHINERY & EQUIPMENT 431,102
21600 OFFICE FURN & EQUIP 5,178
21700 TRANSPORTATION EQUIP 86,652
21800 CONSTR IN PROGRESS 333,113
PPEGROSS PROP, PLANT & EQUIP- 3,536,587
23100 ACC DEPR - LAND IMPROV (21,348)
23200 ACC DEPR - BUILDINGS (845,228)
23400 ACC DEPR - MACH & EQUIP (403,421)
23600 ACC DEPR - FURN & EQUIP (4,956)
23700 ACC DEPR - TRANSP EQUIP (77,987)
ACCDEPR ACC DEPR TOTAL (1,352,940)
NETPPE NET PROP,PLANT & EQUIP 2,183,647
LTASSETS TOTAL LONG TERM ASSE 2,182,926
TOTASSET TOTAL ASSETS 2,190,214 <PAGE>
30200 A/P - TRADE (1,671)
30400 MISC P/R DED (18,925)
30480 STOCK SUBSCRIPTIONS (270)
MISCPR TOT MISC P/R DEDUCT (19,195)
ACCTPYBL ACCOUNTS PAYABLE (20,866)
31000 AFFIL - CURR PAYABLE (1,710,228)
32000 ACCRUED PAYROLL (899)
32100 OTH ACCR P/R EXP (10,733)
32200 ACCR P/R TAXES (12,360)
32320 PROPERTY TAXES (56,032)
32330 SALES TAXES (5,767)
32684 ACCRUED AUTO LIABILITY (4,150)
ACCRLIABS ACCRUED LIABILITIES (89,941)
32970 ACCD INC TAX - C/Y - FE (24,083)
ACCRTAX ACCRUED TAXES (24,083)
33120 PENS LIAB - DEF CONTRIB 721
ACCRPEN ACCRUED PENSION 721
CURLIAB TOTAL CURRENT LIAB (1,844,397)
35210 DEF NATL INC TAXES (7,753)
35220 DEF LOCAL INC TAXES (3,709)
DEFTAXLT DEFERRED TAXES (11,462)
LTLIAB TOTAL LT LIABILITIES (11,462)
TOTLIAB TOTAL LIABILITIES (1,855,859)
37000 AFFIL - INVESTMENTS 249,047
38000 COMM STK SUBSIDIARY CO (150,000)
COMMSTK TOTAL COMMON STOCK (150,000)
39920 RETAINED EARNINGS - BEG (389,792)
39920NI NET INCOME (43,610)
39920EB RETAINED EARNINGS - E (433,402)
83610 PLANT ENG EXPENSE (75,840)
COSOTHER OTHER COST OF SALES (75,840)
TOTOTHCOS OTHER COST/CREDITS (75,840)
COSTOTAL COST OF SALES (75,840)
GPACTUAL ACTUAL GROSS PROFIT 75,840
OPERPROF OPERATING PROFIT 75,840
97420 G/L ASSET DISP-TAX-RE 9,361
97820 OTHER INC(EXP) - NET (589)
OTHER OTHER - NET 8,772
PRETAX PRETAX PROFIT (67,068)
99110 INCOME TAXES - U.S. 23,834
99120 INCOME TAXES - STATE (376)
EARNBFCHG EARNINGS BEFORE CUMU (43,610)
NETEARN NET EARNINGS (43,610)
</TABLE>
<PAGE>
ATTACHMENT 1
Page 1 of 5 pages
EXHIBIT 22
(All subsidiaries are included in the Consolidated Financial
Statements of The Stanley Works)
<PAGE>
Jurisdiction of
Corporate Name Incorporation
The Stanley Works Connecticut
The Farmington River Power Company Connecticut
Mac Tools, Inc. Ohio
Stanley-Vidmar, Inc. Connecticut
Stanley-Vidmar Systems, Inc. Delaware
Stanley Germany Inc. Delaware
Stanley International Sales, Inc. Delaware
Stanley Inter-America Distribution
Center, Inc. Delaware
Stanley Foreign Sales Corporation Virgin Islands
Stanley Works Financial Inc. Delaware
Stanley Door Systems Inc. Michigan
Stanley Structures, Inc. Delaware
Wyoming Prestress Co. Wyoming
Stanley Magic-Door, Inc. Delaware
Stanley Home Automation, Inc. Delaware
General Rental Co., Inc. Florida
Taylor Rental Center, Inc. Massachusetts
Taylor Financial Corp. Nevada
Page 2 of 5 pages
<PAGE>
EXHIBIT 22
Jurisdiction of
Incorporation
<PAGE>
(The Stanley Works)
J. B. Acquisition Corp. Delaware
JB Supplies, Inc. Minnesota
American Brush Company, Inc. Massachusetts
Jensen Tools, Inc. Delaware
Wondura Products, Inc.
dba Monarch Mirror Door, Inc. New Jersey
Monarch Mirror Door Company
Inc. California
Monarch Norcal, Inc. California
Monarch Mirror Door, Canada, Inc. Ontario, Canada
LaBounty Manufacturing, Inc. Minnesota
LaBounty Manufacturing (60%) Australia
Allied Construction (49%) U.K.
Equipment, Ltd.
Stanley-Bostitch, Inc. Delaware
Stanley-Bostitch Holding Corporation Delaware
Hartco Company Illinois
Halstead Enterprises, Inc. California
The Stanley Works Funding Corporation Delaware
Stanley Canada Inc. Canada
Stanley Acmetrack Limited Canada
Stanley Tools (N.Z.) Ltd. New Zealand
Ferramentas Stanley Ltda. Brazil
<PAGE>
<PAGE>
Page 3 of 5 pages
EXHIBIT 22
Jurisdiction of
Incorporation
(The Stanley Works)
Herramientas Stanley
S.A. de C.V. Mexico
Herramientas Stanley S.A. Colombia
Stanley-Bostitch, S.A. de C.V. Mexico
Stanley Tools SpA Italy
S.I.C.F.O.-Stanley S.A. France
Stanley Europe B.V. Netherlands
Stanley Atlantic, Inc. Delaware
The Stanley Works Ltd. U.K.
Mosley-Stone Ltd. U.K.
K. J. Tool Company Ltd England
Mosley-Stone (1979) Ltd England
E. Mosley (Brushes) Ltd England
J. C. Hayes (Tools) Ltd England
Faulkner Roller Company Ltd England
Stone Brothers (Brushes) Ltd England
Pear Tree Tools Ltd England
Alpha Handles Ltd England
Sentinal Forge Ltd England
Stanley Works
(Nederland) B.V. Netherlands
Stanley Magic-Door
Netherlands B.V. Netherlands
<PAGE>
<PAGE>
Page 4 of 5 pages
EXHIBIT 22
Jurisdiction of
Incorporation
(The Stanley Works)
Placements et Rangements
Nirva S.a.R.L. France
Societe Civile Immobiliere WAT France
Stanley Vaerktoej
og beslag Aps Denmark
Stanley Svenskas A.B. Sweden
Suomen Stanley oy Finland
Bostitch G.m.b.H. Germany
Friess G.m.b.H. Germany
Stanley Bostitch S.A. France
Soc. de Fab. Bostitch S.A. France
(Simax)
Bostitch Europe, A.G. Switzerland
Bostitch A.G. Switzerland
S.A. Stanley Works Belgium N.V. Belgium
Stanley International
Holdings Inc. Delaware
Stanley Pacific Inc. Delaware/Australia
Stanley-Bostitch
Pty. Limited Australia
The Stanley Works Pty. Ltd. Australia
Stanley Works Asia Pacific Pte. Ltd. Singapore
The Stanley Works
(Hong Kong) Ltd. Hong Kong
The Stanley Works Sales
(Philippines), Inc. Philippines
<PAGE>
The Stanley Works Asia Pacific Ltd. Taiwan
Chiro Tool Manufacturing Corporation Taiwan
<PAGE>
Page 5 of 5 pages
EXHIBIT 22
Jurisdiction of
Incorporation
(The Stanley Works) The Stanley Works
(Bermuda) Ltd. Bermuda
The Stanley Works Japan K.K. (95%) Japan
Stanley Tools Thailand Ltd. Thailand
Stanley Tools Poland Ltd. (51%) Poland
Tona a.s. Pecky (70%) Czechoslovakia
Dudley Shearing Sales Limited U.K.
The names of certain subsidiaries have been omitted because such
subsidiaries, considered in the aggregate as a single subsidiary, would not
constitute a significant subsidiary.
<PAGE>
ATTACHMENT 2
FORM 10-K
Part I
Item 1. Business
1(a) General Development of Business. During 1992, the company acquired
several businesses for $90.4 million. The acquisitions included Goldblatt
Tool Co., a manufacturer of masonry, tile and drywall tools; Mail Media
(Jensen Tools, Inc. and the Direct Safety division), known principally as a
marketer of precision tool kits and safety equipment through catalog sales;
American Brush Co., Inc., a U.S. manufacturer of paint brushes and decorator
tools; and a controlling interest in Tona a.s. Pecky, a major Czech
manufacturer of mechanics tools. These transactions were accounted for as
purchases. On January 16, 1992, the company exchanged 642,940 shares of
Common Stock for all of the issued and outstanding common stock of LaBounty
Manufacturing, Inc., a manufacturer of large hydraulic tools. This business
combination was accounted for as a pooling of interests. <PAGE>
1(b) Industry Segment Information. Industry segment information on page
15 of Registrant's Annual Report to shareholders for the year ended January
2, 1993 is incorporated herein by reference.
1(c) Narrative Description of Business. Registrant's operations can be
classified into three industry segments: Tools, Hardware and Specialty
Hardware.
Tools. The Tools segment consists of consumer, industrial and
engineered tools. Consumer tools includes hand tools such as measuring
instruments, planes, hammers, knives, wrenches, sockets, screwdrivers, saws,
chisels, boring tools, masonry, tile and drywall tools, paint preparation and
paint application tools and Taylor Rental Corporation, franchisor and
operator of the nation's largest system of general rental centers for
do-it-yourselfers and commercial customers. Industrial tools includes
industrial and mechanics hand tools, including STANLEY-PROTO industrial
tools and MAC mechanics tools and high-density industrial storage and
retrieval systems. Engineered tools includes air tools, hydraulic tools and
STANLEY-BOSTITCH fastening tools and fasteners.
Hardware. The hardware segment consists of hardware such as hinges,
hasps, brackets, bolts, closet hardware and organizer systems and other
shelving, screen and storm door hardware, hardware for sliding, folding and
pocket doors, residential door hardware, mirrors and mirrored closet doors.
<PAGE>
Specialty Hardware. The specialty hardware segment consists of
residential door systems such as original and replacement garage and entry
doors, power-operated doors and gates and home automation products, including
garage door openers, electronic controls and other products.
Competition. The company competes on the basis of its manufacturing
capabilities, extensive distribution system and merchandising service, the
breadth of its product lines, its reputation for product quality, its well-
known trademarks and its electronic data interchange ("EDI") capabilities.
During 1992, the company encouraged its customers to participate in its EDI
program by paying for the customers' network costs. The company believes
that its significant long-term investments have made it an industry leader in
the utilization of EDI.
The company encounters active competition in all of its activities from
both larger and smaller companies that offer the same or similar products and
services or that produce different products appropriate for the same uses.
In 1992, the company's $65 million investment in new equipment and advanced
business systems resulted in improved manufacturing processes and decreased
inventories and transaction costs both for the company and its customers.
In the company's consumer hand tool and consumer hardware businesses, a
small number of competitors produce a range of products somewhat comparable
to the company's, but the majority of its competitors compete only with
respect to one or more individual products within a particular line. The
company believes that it is the largest manufacturer of consumer hand tools
in the world and that it offers the broadest line of such products. The
company believes that its market position in the U.S. and Canada for consumer <PAGE>
hardware is comparable to or greater than that of its major competitors and
that it offers the broadest line of hinges and home hardware, which
represents the most important part of its hardware product sales.
In the company's industrial hand tool business in the U.S., the company
believes that it is the leading manufacturer of high-density industrial
storage and retrieval systems. In the company's engineered hand tool
business in the U.S., the company believes that it is the leader in the
manufacture and sale of pneumatic fastening tools and related fasteners to
professional contractors and to the furniture and pallet industries as well
as the leading manufacturer of portable and mounted hydraulic tools.
In the company's non-consumer hardware business in the U.S., the company
believes that it is the leading manufacturer of residential and architectural
hardware products, mirrored closet doors and hardware for sliding, folding
and pocket doors; a leading manufacturer of screen and storm door hardware;
<PAGE>
and a leading supplier of closet rods, supports, brackets and wall mirrors.
In the company's specialty hardware business, the company believes that
it is a leader in the U.S. with respect to the manufacture and sale of
insulated steel residential entry doors, insulated steel garage doors, garage
door openers and automatic sliding and swinging doors and gate openers for
commercial and industrial use.
Customers. A substantial portion of the company's products are sold
through home centers in the U.S. The loss of some of the larger home centers
as customers could have a material adverse effect on the company's hardware
and specialty hardware segments until either such customers are replaced or
the company makes the necessary adjustments to compensate for the loss of
business.
Raw Materials. The company's products are manufactured primarily of
steel and other metals, although some are of wood or plastic. The raw
materials required are available from a number of sources at competitive
prices. The company does not purchase a significant amount of its supplies
under long-term contracts. However, it has relationships of long standing
with many of its suppliers. The company has experienced no difficulties in
obtaining supplies in recent periods.
Backlog. At February 6, 1993, the company had approximately $126
million in unfilled orders compared to $122 million in unfilled orders at
February 1, 1992. All these orders are reasonably expected to be filled
within the current fiscal year. The company produces primarily for inventory,
rather than to fill specific orders, and thus most orders are filled from
inventories.
Patents and Trademarks. No segment of Registrant's business is
dependent, to any significant degree, on patents, licenses, franchises or
concessions. The company owns numerous patents, none of which are material
to the company's operations as a whole. These patents expire from time to
time over the next 17 years. The company holds licenses, franchises and
concessions, none of which individually or in the aggregate is material to <PAGE>
the company's operations as a whole. These licenses, franchises and
concessions vary in duration from one to 17 years.
The company has numerous trademarks that are utilized in its businesses
worldwide. The STANLEY and STANLEY (in a notched rectangle) trademarks are
material to all three business segments. These well-known trademarks enjoy a
reputation for excellence. In addition, each of the three business segments
has other trademarks, the loss of which might have a material adverse effect
on its business. In the Tools segment, the loss of any of the Bostitch ,
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Powerlock , Tape Rule Case Design (Powerlock) , MAC Tools , MAC Quality
Tools , Proto , Blackhawk , LaBounty , Goldblatt , Jensen , Collins
(particularly in Latin America), Taylor Rental or Vidmar trademarks might
have a material adverse effect. In the Hardware segment, the loss of either
of the Acme or Monarch trademarks and in the Specialty Hardware segment the
loss of the Magic Door trademark might have a material adverse effect on the
respective segment.
Research and Development. During the 1992 fiscal year, the company
spent approximately $15.2 million on research activities compared to
approximately $13.9 million in 1991 and $14.6 million in 1990.
Environmental Regulations. The company anticipates that compliance with
federal, state and local provisions regulating the discharge of materials
into the environment or otherwise relating to the protection of the
environment will not have a material effect upon the capital expenditures,
earnings and competitive position of the Registrant and its subsidiaries.
Power-generating Subsidiary. Under the General Statutes of Connecticut,
the company is deemed to be a "holding company" as a result of its being the
sole shareholder of Farmington River Power Co., a power-generating subsidiary
of the company since 1916. Under such statute, no organization or person may
take any action to acquire control of such a holding company without the
prior approval of the Connecticut Department of Public Utility Control.
Employees. During 1992, the company had an average of 18,650 employees,
approximately 12,145 of whom were employed in the U.S. Of these U.S.
employees, approximately 23% are covered by collective bargaining agreements
with approximately 12 labor unions. The large majority of the company's
hourly- and weekly-paid employees outside the U.S. are covered by collective
bargaining agreements. Approximately 1,200 of the hourly-paid production and
maintenance employees who are employed by the company's operations in New
Britain, Connecticut are covered by agreements with the International
Association of Machinists and Aerospace Workers that expire in May 1994. The
balance of the company's labor agreements expire in 1993, 1994, 1995 and
1996. There have been no significant interruptions or curtailments of the
company's operations in recent years due to labor disputes. The company
believes that its relationship with its employees is good.
1(d) Financial information about foreign and domestic operations and
export sales. Geographic area information on page 15 of the Annual Report to
shareholders for the year ended January 2, 1993 is incorporated herein by
reference.
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