SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 17, 1996
The Stanley Works
(Exact name of registrant as specified in charter)
Connecticut 1-5224 06-058860
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1000 Stanley Drive, New Britain, Connecticut 06053
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(860) 225-5111
Not Applicable
(Former name or former address, if changed since last report)
Page 1 of 27 pages
Exhibit Index is located on Page 4
Item 5. Other Events.
1. On April 17, 1996, the Registrant issued
three press releases.
Attached as Exhibits (20)(i), (20)(ii), and (20)(iii)
are copies of the Registrant's press releases.These Exhibits are
incorporated herein by reference.
2. On April 17, 1996, the Board of Directors of
the Registrant amended the Corporations Bylaws to reflect
various minor changes.
Attached as Exhibit 3(i) is a copy of the amended
Bylaws. This Exhibit is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) 3(i) Bylaws.
20(i) Press release dated April 17, 1996
announcing Stanley s first quarter
results.
20 (ii) Press release dated April 17, 1996
announcing CEO retirement plans.
20 (iii) Press release dated April 17, 1996
announcing board of directors vote a
2-for-1 stock split.
Page 2 of 27 pages
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized
THE STANLEY WORKS
Date: April 18, 1996 By: Stephen S. Weddle
Name: Stephen S. Weddle
Title: Vice President,
General Counsel and
Secretary
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27 pages
EXHIBIT INDEX
Current Report on Form 8-K
Dated April 17, 1996
Exhibit No. Page
3 (i) 5
(20)(i) 20
(20) (ii) 25
(20) (iii) 27
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Exhibit 3(i)
As amended April 17, 1996
THE STANLEY WORKS
BYLAWS
ARTICLE I
SHAREHOLDERS' MEETINGS
ANNUAL MEETING
1. The Annual Meeting of the shareholders shall be held at such
time in the month of February, March or April in each year
and at such place within or without the State of Connecticut
as the Board of Directors may determine. Notice thereof
shall be mailed to each shareholder to his or her last known
post office address not less than twenty-five days nor more
than fifty days before such Meeting.
2. Special Meetings of the shareholders shall be called by the
Chairman, or the President or Secretary, or by the Chairman,
or the President or Secretary upon the written request of
the holders of not less than 35% of the voting power of all
shares entitled to vote at such Meeting by mailing a notice
thereof to each shareholder to his or her last known post
office address not less than twenty-five days nor more than
fifty days before such Meeting.
3. At any Meeting of shareholders the holders of not less than
a majority of the shares outstanding and entitled to vote
present in person or by proxy shall constitute a quorum.
The Directors may establish a record date for voting or
other purposes in accordance with law.
4. No business may be transacted at an Annual Meeting of
shareholders (including any adjournment thereof), other than
business that is either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the
direction of the Board of Directors (or any duly authorized
committee thereof), (b) otherwise properly brought before
the Annual Meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (c)
otherwise properly brought before the Annual Meeting by any
shareholder (i) who is a shareholder of record on the date
of the giving of the notice provided for in this Section 4
and on the record date for the determination of shareholders
entitled to vote at such Annual Meeting and (ii) who
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complies with the notice procedures set forth in this
Section 4.
In addition to any other applicable requirements, for
business to be properly brought before an Annual Meeting by
a shareholder, such shareholder must have given timely
notice thereof in proper written form to the Secretary.
To be timely, a shareholder's notice to the Secretary must
be delivered to or mailed and received at the principal
executive offices of the Corporation not less than sixty
(60) days nor more than ninety (90) days prior to the
anniversary of the date on which the immediately preceding
Annual Meeting of shareholders was convened; provided,
however, that in the event that the Annual Meeting is called
for a date that is not within thirty (30) days before or
after such anniversary date, notice by the shareholder in
order to be timely must be so received not later than the
close of business on the tenth (10th) day following the day
on which such notice of the date of the Annual Meeting was
mailed or such public disclosure of the date of the Annual
Meeting was made, whichever first occurs.
To be in proper written form, a shareholder's notice to the
Secretary must set forth as to each matter such shareholder
proposes to bring before the Annual Meeting (i) a brief
description of the business desired to be brought before the
Annual Meeting and the reasons for conducting such business
at the Annual Meeting, (ii) the name and record address of
such shareholder, (iii) the class or series and number of
shares of capital stock of the Corporation which are owned
beneficially or of record by such shareholder, (iv) a
description of all arrangements or understandings between
such shareholder and any other person or persons (including
their names) in connection with the proposal of such
business by such shareholder and any material interest of
such shareholder in such business and (v) a representation
that such shareholder intends to appear in person or by
proxy at the Annual Meeting to bring such business before
the meeting.
No business shall be conducted at the Annual Meeting of
shareholders except business brought before the Annual
Meeting in accordance with the procedures set forth in this
Section 4, provided, however, that, once business has been
properly brought before the Annual Meeting in accordance
with such procedures, nothing in this Section 4 shall be
deemed to preclude discussion by any shareholder of any such
business. If the Chairman of an Annual Meeting determines
that business was not properly brought before the Annual
Meeting in accordance with the foregoing procedures, the
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Chairman shall declare to the meeting that the business was
not properly brought before the meeting and such business
shall not be transacted.
ARTICLE II
NOMINATIONS OF DIRECTOR CANDIDATES
1. Eligibility to Make Nominations. Nominations of candidates
for election as directors of the Corporation at any meeting
of shareholders called for election of directors (an
"Election Meeting") may be made by the Board of Directors or
by any shareholder entitled to vote at such Election
Meeting.
2. Procedure for Nominations by the Board of Directors.
Nominations made by the Board of Directors shall be made at
a meeting of the Board of Directors, or by written consent
of directors in lieu of a meeting, not less than 30 days
prior to the date of the Election Meeting, and such
nominations shall be reflected in the minute books for the
Corporation as of the date made. At the request of the
Secretary of the Corporation each proposed nominee shall
provide the Corporation with such information concerning
himself or herself as is required, under the rules of the
Securities and Exchange Commission, to be included in the
Corporation's proxy statement soliciting proxies for his or
her election as a director.
3. Procedure for Nominations by Shareholders. Not less than 30
days prior to the date of the Election Meeting, any
shareholder who intends to make a nomination at the Election
Meeting shall deliver a notice to the Secretary of the
Corporation setting forth (i) the name, age, business
address and residence address of each nominee proposed in
such notice, (ii) the principal occupation or employment of
each such nominee, (iii) the number of shares of capital
stock of the Corporation which are beneficially owned by
each such nominee and (iv) such other information concerning
each such nominee as would be required, under the rules of
the Securities and Exchange Commission, in a proxy statement
soliciting proxies for the election of such nominees.
4. Substitution of Nominees. In the event that a person is
validly designated as a nominee in accordance with section 2
or 3 hereof and shall thereafter become unable or unwilling
to stand for election to the Board of Directors, a
substitute nominee may be designated as follows:
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(a) by those named as proxies in proxies solicited on
behalf of the Board of Directors if the person was
designated as nominee in accordance with section 2
hereof
(b) by the shareholder who proposed such nominee if the
person was designated as a nominee in accordance with
section 3 hereof.
5. Determination of Compliance with Procedure.
If the chairman of the Election Meeting determines that a
nomination was not in accordance with the foregoing
procedures, such nomination shall be void.
ARTICLE III
DIRECTORS AND COMMITTEES
DIRECTORS
1. The business, property and affairs of this Corporation shall
be managed by or under the direction of the Board of
Directors consisting of not less than nine nor more than
eighteen Directors, the exact number to be determined by the
Board of Directors from time to time. All Directors shall
be shareholders of record. The Directors shall be divided
into three classes designated Class I, Class II and Class
III. Such classes shall be as nearly equal in number as
then total number of Directors constituting the entire Board
of Directors permits. One class shall be chosen annually at
the Annual Meeting of shareholders and the members of such
class shall hold office until their successors be elected
and qualified. The Directors may increase the number of
directorships by the concurring vote of Directors holding a
majority of directorships. Newly created directorships or
any decrease in the number of directorships shall be so
apportioned among the classes of Directors as to make all
the classes as nearly equal in number as possible. No
reduction of the number of Directors shall remove or shorten
the term of any Director in office. A majority in number of
the Board of Directors shall constitute a quorum for the
transaction of business.
MEETINGS
2. The Chairman or the President or any Vice Chairman may and
upon written application of any three Directors shall call a
meeting of the Board of Directors to be held at such time
and place as may be determined by the person calling said
meeting and shall cause notice thereof to be given. Unless
waived in writing, three days verbal or written (mail)
notice shall be required provided, however, that if in the
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judgment of any two officers an emergency exists, a meeting
may be called forthwith by telephone or telegram or verbal
notice and such notice shall be deemed sufficient notice
notwithstanding that some of the Directors may not have
actual notice.
WRITTEN CONSENT
If all the Directors, or all members of a committee of the
Board of Directors, as the case may be, severally or
collectively consent in writing to any action taken or to be
taken by the Corporation, and the number of such Directors
or members constitutes a quorum for such action, such action
shall be a valid corporate action as though it had been
authorized at a meeting of the Board of Directors or
committee, as the case may be. The Secretary shall file
such consents with the minutes of the Board of Directors or
of the committee, as the case may be.
PARTICIPATION BY TELEPHONE
A Director may participate in a meeting of the Board of
Directors or of a committee by means of conference telephone
or similar communications equipment enabling all Directors
participating in the meeting to hear one another, and
participation in a meeting pursuant to this subsection shall
constitute presence in person at such meeting.
The Annual Meeting of the Directors for the election of
officers shall be held without notice, immediately after the
Annual Meeting of shareholders. Regular meetings of the
Directors shall be held at least on a quarterly basis.
VACANCIES
3. In case any vacancy or vacancies shall exist in the Board of
Directors at any time the remaining members of the Board by
majority action may fill the vacancy or vacancies for the
unexpired term.
COMMITTEES
4. The Board of Directors may from time to time appoint from
its membership such committees as it may deem necessary or
desirable for the best interests of the Corporation and may
delegate to any committee all needful authority to the
extent permitted by law.
Each committee shall fix its own rules as to procedure and
calling of meetings. It shall appoint a Secretary, who need
not be a member of the committee. Such Secretary shall call
meetings of the committee on the request of the Chair of
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the committee or any two members and shall keep permanent
record of all of its proceedings. A majority of the members
of any committee shall constitute a quorum.
EXECUTIVE COMMITTEE
5. The Directors shall appoint an Executive Committee
consisting of the Chairman, if any, the President and of at
least three other Directors, but in no event shall the
Committee consist of less than five members. The Board of
Directors may at any time decrease (subject to the
provisions of the preceding paragraph) or increase the size
of said Committee, may change the membership thereof and may
fill vacancies therein.
During intervals between meetings of the Board of Directors,
the Executive Committee shall possess and may exercise all
the powers of the Board of Directors in the management of
the business and affairs of the Corporation, but the
Committee shall have no power to declare dividends or do
other things specially reserved by law to the Directors.
The Executive Committee shall have power to appoint such
subcommittees as it may deem necessary to report and make
recommendations to the Executive Committee. Any action
taken by the Executive Committee shall be subject to change,
alteration and revision by the Board of Directors, provided
that no rights or acts of others shall be affected by any
such alteration or revision.
FINANCE AND PENSION COMMITTEE
6. A Finance and Pension Committee consisting of at least five
Directors shall be appointed by the Board of Directors. It
shall report at least annually to the Board of Directors.
The Committee shall advise and assist the Chief Financial
Officer and the Treasurer in major matters concerning the
finances of the Corporation and in matters of major policy
decisions in the purchase and sale of securities. In
performance of this the Committee shall regularly review the
financial condition of the Corporation so as to counsel
these officers and the Board on the total financial
resources, strength and capabilities of the Corporation. In
this connection, the Committee shall analyze and advise on
fundamental corporate changes in capital structure (both
debt and equity); review the capital structure of the
Corporation and make recommendations with respect to
management proposals concerning financing, purchases of
treasury stock, investments, and dividend actions; review
periodically the Corporation s risk management program and
its adequacy to safeguard the Corporation against
extraordinary liabilities or losses; and advise and assist
in matters such as short-term investments, credit
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liabilities, financings, and hedges of foreign currency
exposures. The Chief Financial Officer and the Treasurer
may also call upon such Committee for advice and assistance
in any other matters involved in the discharge of the duties
of his or her office.
The Committee shall administer the pension plans of the
Corporation and its subsidiaries. The Committee shall
assume the functions of the Corporation as "Plan
Administrator" and "Named Fiduciary" under the Corporation's
pension plans and pension trust agreements in the United
States as those terms are defined in the Employee Retirement
Income Security Act of 1974 as amended. The Committee shall
be responsible for setting (subject to the approval of the
Board of Directors) the retirement policies of the
Corporation and its subsidiaries and for approving actuarial
assumptions and investment policies for the Corporation s
pension plans. It shall have the power to amend any pension
plan, savings and retirement plan, stock ownership plan or
any similar plan or related trust agreement of the
Corporation or any of its subsidiaries from time to time as
may be required or appropriate. The Committee may delegate
any or all of these functions to such employees as it, in
its judgment, deems appropriate.
Specifically, the Committee shall approve retaining or
terminating the services of actuaries, lawyers, accountants
or other professionals for the plans; shall approve annually
the amount of the contributions to be made by the
Corporation to the respective plans; shall approve
appointing and terminating trustees and investment managers
and determine the allocation of the assets of the plans
among one or more trustees or investment managers; and shall
adopt and communicate to the trustees and investment
managers an overall investment policy for the assets of the
respective plans.
AUDIT COMMITTEE
7. An Audit Committee consisting of at least three Directors,
none of whom shall be officers or employees of the
Corporation or any of its subsidiaries, shall be appointed
by the Board of Directors. The Committee shall nominate the
public accounting firm to conduct the annual audit and shall
review fees for audit and tax work and approve in advance
management consulting services which management may propose
be provided by the Corporation's public accounting firm.
With respect to such management consulting services,
consideration shall be given to the effect that performing
such services might have on audit independence. The
Committee shall review with the auditors the scope and
timing of their audit examination, with particular emphasis
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on those areas which either the Committee or the auditors
believe warrant special attention. The Committee is
authorized to have the auditors perform such supplemental
reviews or audits as it deems desirable.
The Committee shall review the audited financial statements
and the auditors' report thereon, including consideration of
all significant disclosures required by the Securities and
Exchange Commission, and any proposed changes in accounting
principles or practices which have a significant impact on
amounts reported for the current year (or will have in the
future) and shall discuss with the auditors any significant
problems encountered in the completion of the audit. The
Committee shall review the auditors' recommendations
regarding internal control and their comments, if any,
relating to conflicts of interest, questionable payments or
other similar matters, and monitor with management the
consideration given and/or the corrective action taken with
respect to these comments and recommendations. The
Committee shall review management's evaluation of the
Corporation's system of internal accounting controls,
including the independence, scope and results of the
internal audit function, and monitor the effectiveness of
the system with management, independent auditors and
internal audit management. The Committee shall review with
management and independent auditors and consider the impact
on the Corporation of significant recent or pending
statements by the Financial Accounting Standards Board, the
Securities and Exchange Commission, the Auditing Standards
Executive Committee of the American Institute of Certified
Public Accountants and similar authoritative bodies. The
Committee shall review environmental liabilities and the
reserves associated with those liabilities.
In carrying out all of the foregoing responsibilities, the
Committee shall have direct and open access to Management,
public accountants and internal audit management (each of
which shall have direct and open access to the Committee)
and shall submit Committee reports, recommendations, and
minutes of meetings to the Board of Directors.
COMPENSATION AND ORGANIZATION COMMITTEE
8. A Compensation and Organization Committee consisting of at
least three Directors, none of whom shall be employees of
the Corporation or any of its subsidiaries shall be
appointed by the Board of Directors. The Committee shall
review and approve major organization and compensation
structure changes as recommended by the Management. The
Committee shall appraise the performance and determine the
compensation of the officers of the Corporation other than
the Chairman, Vice Chairman and President, and of other
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senior executives whose base salary exceeds an amount fixed
by the Board of Directors and shall report its actions
annually to the Board of Directors. The Committee shall
also appraise the performance and recommend to the Board of
Directors the compensation of the Chairman, Vice Chairman
and President. Specifically, the Committee shall administer
all of the Corporation's senior executive compensation plans
including the Management Incentive Compensation Plan, the
Long-Term Stock Incentive Plan and the Stock Option Plan.
The Committee shall assure that there is a succession plan
in place.
COMMITTEE ON BOARD AFFAIRS AND PUBLIC POLICY
9. A Committee on Board Affairs and Public Policy consisting of
at least three directors, none of whom shall be employees of
the Corporation or any of its subsidiaries shall be
appointed by the Board of Directors. The Committee shall
consider and make recommendations to the Board of Directors
as to Board of Director membership with respect to names
generated by the Committee itself or submitted by
shareholders. The Committee shall consider and make
recommendations to the Board of Directors with respect to
Board of Director committee membership and chair
assignments. (These will normally be acted upon by the
Board of Directors at its Annual Meeting held immediately
after the Annual Meeting of shareholders.) The Committee
shall consider and make recommendations to the Board of
Directors with respect to the number of members of the Board
of Directors. (The Charter and Bylaws provide for not less
than nine nor more than eighteen as may be determined by the
Board). Annually, the Committee shall consider and
recommend to the Board of Directors the persons whom the
Committee proposes that the Board of Directors nominate for
election as directors at the Annual Meeting of shareholders.
The Committee shall consider and make recommendations to the
Board of Directors with respect to remuneration of
directors.
The Committee shall provide guidance to the Management on
major issues in areas of corporate social responsibility,
including environmental issues and public affairs. The
Committee shall review and approve policy guidelines to be
used by Management in making charitable contributions and
shall annually review all charitable contributions made by
the Corporation during the previous twelve months and
recommend to the Board the level of contributions to be set
for the ensuing year.
TEMPORARY MEMBERS
10. In the absence of any one or more members from a meeting of
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any of the committees provided for in these Bylaws, the
Chairman, or the President, may in his or her discretion
invite any member or members of the Board (otherwise
qualified to serve) to attend such meeting. Temporary
members thus appointed to attend for absentees shall act as
regular members and shall have the right to vote.
POWERS OF ALL COMMITTEES
11. The powers of all committees are at all times subject to the
control of the Directors, and any member of any committee
may be removed at any time at the pleasure of the Board.
ARTICLE IV
OFFICERS
1. The Board of Directors shall have power to elect from its
own members or otherwise a Chairman, a President, one or
more Vice Chairmen and Vice Presidents, a Secretary, a
Treasurer, one or more Assistant Treasurers and Assistant
Secretaries, and such other officers, agents and employees
as it may deem expedient, and to define the duties and
authority of all officers, employees and agents and to
delegate to them such lawful powers as may be deemed
advisable.
The officers shall respectively perform all acts and duties
required of such officers by law, by the Charter and Bylaws
of this Corporation, or by the Board of Directors.
2. CHAIRMAN OF THE BOARD
If the Directors have elected a Chairman, the Chairman
shall preside at all meetings of the Board except that
in the Chairman's absence the Directors present shall
designate a person to preside. The Chairman shall
have such additional duties as the Board of Directors
or the Executive Committee may assign.
3. PRESIDENT
The President shall be elected by the Directors and
shall have such duties as the Board of Directors or the
Executive Committee may assign.
4. CHIEF EXECUTIVE OFFICER
One of the officers shall be appointed Chief Executive
Officer of the Corporation by the Board of Directors.
Subject to the Board of Directors and the Executive
Committee, the Chief Executive Officer shall have
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general supervision and control of the policies, business
and affairs of the Corporation.
5. VICE CHAIRMEN
Each Vice Chairman shall have such powers and perform such
duties as may be conferred upon him or her or determined by
the Chief Executive Officer.
6. VICE PRESIDENTS
Each Vice President shall have such powers and perform such
duties as may be conferred upon him or her or determined by
the Chief Executive Officer.
7. TREASURER
The Treasurer shall have the oversight and control of the
funds of the Corporation and shall have the power and
authority to make and endorse notes, drafts and checks and
other obligations necessary for the transaction of the
business of the Corporation except as herein otherwise
provided.
8. CONTROLLER
The Controller shall have the oversight and control of the
accounting records of the Corporation and shall prepare such
accounting reports and recommendations as shall be
appropriate for the operation of the Corporation.
9. SECRETARY
It shall be the duty of the Secretary to make and keep
records of the votes, doings and proceedings of all meetings
of the shareholders and Board of Directors of the
Corporation, and of its Committees.
10. ASSISTANT TREASURERS
The Assistant Treasurers shall have such duties as the
Treasurer shall determine.
11. ASSISTANT SECRETARIES
The Assistant Secretaries shall have such duties as the
Secretary shall determine.
12. POWERS OF ALL OFFICERS
The powers of all officers are at all times subject to the
control of the Directors, and any officer may be removed at
any time at the pleasure of the Board.
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ARTICLE V
INDEMNIFICATIONS
INDEMNIFICATION
1. To the extent properly permitted by law the Board of
Directors shall provide for the indemnification and
reimbursement of any person made a party to any action, suit
or proceeding by reason of the fact that he or she, or a
person whose legal representative or successor he or she is,
(a) is or was a Director, officer or employee of such
Corporation, or
(b) served at the Corporation's request as a director,
officer or employee of another corporation,
for expenses, including attorney's fees, and such
amount of any judgment, money decree, fine, penalty or
settlement for which he or she may have become liable
as the Board of Directors deems reasonable, actually
incurred by him or her in connection with the defense
or reasonable settlement of any such action, suit or
proceeding or any appeal therein, except in relation to
matters as to which he or she, or such person whose
legal representatives or successor he or she is, is
finally adjudged in such action, suit or proceeding to
be liable for negligence or misconduct in the
performance of his or her duties.
2. This provision of indemnification shall be in addition to
any other right or remedy which such person may have. The
Corporation shall have the right to intervene in and defend
all such actions, suits or proceedings brought against any
such person.
ARTICLE VI
CORPORATE SEAL
CORPORATE SEAL
The corporate seal shall be in the custody of the Secretary
and either the Secretary or any other officer shall have the
power to affix the same for the Corporation.
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ARTICLE VII
STOCK CERTIFICATES
STOCK CERTIFICATES
1. Certificates of stock shall be signed by the Chairman, the
President or a Vice President and by the Secretary or the
Treasurer (except that where any such certificate is signed
by a transfer agent or transfer clerk and by the registrar,
the signatures of any such Chairman, President, Vice
President, Secretary or Treasurer may be facsimiles,
engraved or printed) and shall be sealed with the seal of
the corporation (or shall bear a facsimile of such seal).
2. No certificate for shares of stock in the Corporation shall
be issued in place of any certificate alleged to have been
lost, stolen or destroyed except upon production of such
evidence of such loss, theft or destruction as the Board of
Directors in its discretion may require and upon delivery to
the Corporation of a bond of indemnity in form and, unless
such requirement is waived by Resolution of the Board, with
one or more sureties, satisfactory to the Board in at least
double the value of the stock represented by said
Certificate.
ARTICLE VIII
FISCAL YEAR
FISCAL YEAR
The Corporation's fiscal year shall close on the Saturday
nearest December 31st of each year.
ARTICLE IX
INDEPENDENT AUDIT
INDEPENDENT AUDIT
The Board of Directors shall provide for a yearly
independent audit, the form and scope of which shall be
determined by the Board from time to time.
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ARTICLE
X
AMENDMENTS
AMENDMENTS
The Board of Directors of the Corporation may adopt, amend
or repeal the Bylaws of the Corporation, subject, however,
to the power of the shareholders to adopt, amend or repeal
the same, provided that any notice of a meeting of
shareholders or of the Board of Directors at which Bylaws
are to be adopted, amended or repealed, shall include notice
of such proposed action.
ARTICLE XI
ACQUISITIONS OF STOCK
(a) Except as set forth in subsection (b) hereof, the
Corporation shall not acquire any of its voting equity
securities (as defined below) at a price per share
above the market price per share (as defined below) of
such securities on the date of such acquisition from
any person actually known by the Corporation to be the
beneficial owner (as determined pursuant to Rule
13d-3 under the Securities Exchange Act of 1934, as amended,
or any successor rule or regulation) of more than
three percent of the Corporation's voting equity
securities who has been the beneficial owner of the
Corporation's voting equity securities for less than
two years prior to the date of the Corporation's
acquisition thereof, unless such acquisition (i) has
been approved by a vote of a majority of the shares
entitled to vote, excluding shares owned by any
beneficial owner any of whose shares are proposed to
be acquired pursuant to the proposed acquisition that
is the subject of such vote or (ii) is pursuant to an
offer made on the same terms to all holders of
securities of such class. The determination of the
Board of Directors shall be conclusive in determining
the price paid per share for acquired voting equity
securities if the Corporation acquires such securities
for consideration other than cash.
(b) This provision shall not restrict the Corporation
from: (i) acquiring shares in the open market in
transactions in which there has been no prior
arrangement with, or solicitation of (other than a
solicitation publicly made to all holders), any
selling holder of voting equity securities or in which
all shareholders desiring to sell their shares have an
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equal chance to sell their shares; (ii) offering to
acquire shares of shareholders owning less than 100
shares of any class of voting equity securities; (iii)
acquiring shares pursuant to the terms of a stock
option or similar plan that has been approved by a
vote of a majority of the Corporation's common shares
represented at a meeting of shareholders and entitled
to vote thereon; (iv) acquiring shares from, or on
behalf of, any employee benefit plan maintained by the
Corporation or any subsidiary or any trustee of, or
fiduciary with respect to, any such plan when acting
in such capacity; or (v) acquiring shares pursuant to
a statutory appraisal right or otherwise as required
by law.
(c) Market price per share on a particular day means the
highest sale price on that day or during the period of
five trading days immediately preceding that day of a
share of such voting equity security on the Composite
Tape for New York Stock Exchange-Listed Stocks, or if
such voting equity security is not quoted on the
Composite Tape on the New York Stock Exchange or
listed on such Exchange, on the principal United
States securities exchange registered under the
Securities Exchange Act of 1934 on which such voting
equity security is listed, or, if such voting equity
security is not listed on any such exchange, the
highest sales price or, if sales price is not
reported, the highest closing bid quotation with
respect to a share of such voting equity security on
that day or during the period of five trading days
immediately preceding that day on the National
Association of Securities Dealers, Inc. Automated
Quotations System or any system then in use, or if no
such quotations are available, the fair market value
on the date in question of a share of such voting
equity security as determined by a majority of the
Board of Directors.
(d) Voting equity securities of the Corporation means
equity securities issued from time to time by the
Corporation which by their terms are entitled to be
voted generally in the election of the directors of
the Corporation.
(e) The Board of Directors shall have the power to
interpret the terms and provisions of, and make any
determinations with respect to, this Article XI, which
interpretations and determinations shall be
conclusive.
Page 19
of 27 pages
Exhibit (20)(i)
FOR IMMEDIATE RELEASE April 17, 1996
STANLEY ANNOUNCES FIRST QUARTER PROFITS UP ON LOWER SALES
New Britain, Connecticut (NYSE:SWK) ... The Stanley Works today
announced first quarter net income of $30 million, or $.67 per
share, which reflected transition costs associated with previously
announced restructuring initiatives. These costs totaled $7
million, or $.09 per share, and included $.04 per share of
consulting and $.05 per share of expenses related to the
consolidation of North American order management and distribution
and other facility closings. Excluding these costs, net income
would have been $34 million, or $.76 per share, an increase of 17%
from the prior year earnings of $29 million, or $.65 per share.
This improved profitability was achieved despite lower sales
volume. First quarter net sales were $635 million, a 1% reduction
from the $643 million reported last year.
Commenting on the results, Richard H. Ayers, Chairman and Chief
Executive Officer said, "The lower sales volume realized in the
first quarter, although disappointing, was not entirely unexpected,
as sales were unusually strong in the same period last year; fourth
quarter 1995 retail activity was weak leaving customers with excess
inventory going into 1996; and our business and product line
divestitures in 1995 resulted in a $6 million reduction in sales
this quarter. Order patterns strengthened throughout the period
and ended on a positive note, with a 3.5% sales increase in March.
We are pleased that despite the lower sales volume and the
continued costs related to our restructuring efforts we were able
to deliver improved profits. The aggressive initiatives we began
in 1995 to realign our cost structure are beginning to pay off."
Gross margins reported for the quarter were 32.4% of sales compared
with 32.0% last year. The improvement in margins, due largely to
the absence of prior year manufacturing integration costs, was
offset somewhat by underabsorption of factory overheads caused by
lower sales volumes and aggressive inventory management. Operating
expenses were 23.4% of sales and included approximately $4 million
of consulting and other restructuring related transition costs.
Excluding these charges, operating expense would have been 22.8% of
sales compared with 22.9% in the prior year.
Net sales in the Tools segment were reduced by $6 million as a
result of 1995 restructuring related divestitures. Excluding this
reduction, first quarter net sales were virtually flat, with volume
declines noted particularly in the industrial tool category.
Operating profits for this segment included approximately $4
million in restructuring related transition costs. Excluding these
Page 20
of 27 pages
costs, operating profits would have been $56 million, or 11.8% of
sales, compared with $53 million, 11.0% of sales in the prior year.
The absence of manufacturing integration costs in our Mechanics
Tools business contributed to the improvement.
Net sales in the Hardware segment were 2% lower than the prior
year, primarily from volume declines in the U.S., although price
increases partially offset those reductions. Operating profits
were improved from the prior year, reflecting improved performance
in our European Home Decor business. Excluding restructuring
related transition costs of $1 million, operating profits were $10
million, or 12.5% of sales compared with $9 million, or 10% of
sales in the prior year.
Net sales in the Specialty Hardware segment were flat compared to
last year as the effect of a recent acquisition offset unit volume
declines. Operating profits, excluding restructuring related
transition costs of $1 million, were $3 million, or 3.7% of sales
compared with 3.5% of sales in the prior year.
Geographically, all regions experienced flat to lower sales for the
quarter. Operating profits excluding restructuring related
transition costs were $50 million in the U.S., $12 million in
Europe and $7 million in Other Areas.
Mr. Ayers commented on the outlook for the remainder of the year,
"We are encouraged by strengthening North American business
conditions towards the end of the quarter and are optimistic that
future comparisons will prove to be easier. The first quarter
comparisons should, in fact, be the most difficult for the year.
We are on schedule with our restructuring initiatives and have
begun seeing earnings improvements as a result. Although no
additional significant restructuring initiatives were announced in
the first quarter, we have a number of important projects in the
planning stages and we remain focused and have made good progress
on evaluating our product categories and working toward the
aggressive targets set for cost and asset reduction. As a result
of these efforts we continue to build value for our shareholders."
Contact: Richard Huck
Vice President, Finance and
Chief Financial Officer
(203) 827-3803
Page 21 of
27 pages
<PAGE>
THE STANLEY WORKS AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited, Millions of Dollars Except per Share Data)
First Quarter
1996 1995
-------- --------
NET SALES $ 635.3 $ 643.3
COSTS AND EXPENSES
Cost of sales 429.3 437.6
Selling, general and administrative 149.0 147.3
Interest - net 6.5 7.5
Other - net 3.5 4.6
-------- --------
588.3 597.0
-------- --------
EARNINGS BEFORE INCOME TAXES 47.0 46.3
Income Taxes 17.4 17.6
-------- --------
NET EARNINGS $ 29.6 $ 28.7
======== ========
NET EARNINGS PER SHARE OF COMMON STOCK $ 0.67 $ 0.65
======== ========
DIVIDENDS PER SHARE $ 0.36 $ 0.35
======== ========
AVERAGE SHARES OUTSTANDING (in thousands) 44,408 44,414
======== ========
Page 22 of
27 pages
THE STANLEY WORKS AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited, Millions of Dollars)
March 30, April 1,
1996 1995
---------- ----------
ASSETS
Cash and cash equivalents $ 39.3 $ 40.5
Accounts receivable 454.9 428.7
Inventories 335.2 406.6
Other current assets 45.8 38.2
---------- ----------
Total current assets 875.2 914.0
---------- ----------
Property, plant and equipment 526.7 559.9
Goodwill and other intangibles 129.4 163.5
Other assets 97.1 91.0
---------- ----------
$ 1,628.4 $ 1,728.4
========== ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
Short-term borrowings $ 66.2 $ 124.4
Accounts payable 84.2 106.2
Accrued expenses 198.0 194.1
---------- ----------
Total current liabilities 348.4 424.7
---------- ----------
Long-term debt 384.0 406.2
Other long-term liabilities 152.7 147.6
Shareholders' equity 743.3 749.9
---------- ----------
$ 1,628.4 $ 1,728.4
========== ==========
Page 23 of
27 pages
THE STANLEY WORKS AND SUBSIDIARIES
BUSINESS SEGMENT INFORMATION
(Unaudited, Millions of Dollars)
First Quarter
-------------------------------------------
Unit ACQ/
1996 Price Volume DVT Currency 1995
-------- ------ ------ ------ ------ --------
INDUSTRY SEGMENTS
NET SALES
Tools
Consumer $ 172.7 2% (2)% - - $ 173.5
Industrial 140.4 2% (4)% - - 143.8
Engineered 164.0 - 1 % (3)% - 166.5
------- -------
Total Tools 477.1 1% (1)% (1)% - 483.8
Hardware 83.2 2% (4)% - - 84.7
Specialty Hardware 75.0 - (2)% 2 % - 74.8
------- -------
Consolidated $ 635.3 1% (1)% (1)% - $ 643.3
======= =======
OPERATING PROFIT
Tools $ 51.9 $ 53.0
Hardware 9.6 8.5
Specialty Hardware 2.3 2.6
-------- --------
Total 63.8 64.1
Net corporate
expenses (9.2) (8.9)
Interest expense (7.6) (8.9)
-------- --------
Earnings before
income taxes $ 47.0 $ 46.3
======== ========
GEOGRAPHIC AREAS
NET SALES
United States $ 449.5 1% (1)% (1)% - $ 454.6
Europe 108.1 2% (3)% 1 % - 107.8
Other Areas 77.7 1% (4)% - (1)% 80.9
------- -------
Consolidated $ 635.3 1% (1)% (1)% - $ 643.3
======= =======
OPERATING PROFIT
United States $ 45.4 $ 46.7
Europe 11.6 12.4
Other Areas 6.8 5.0
------- -------
Total $ 63.8 $ 64.1
======= =======
Page 24 of
27 pages
Exhibit (20)(ii)
FOR IMMEDIATE RELEASE April 17, 1996
STANLEY CEO ANNOUNCES RETIREMENT PLANS
New Britain, Connecticut (NYSE:SWK)...At the Annual Meeting of
The Stanley Works, Richard H. Ayers, Chairman and Chief Executive
Officer, announced his intention to retire from the company when
he reaches age 55, which is next year.
Mr. Ayers mentioned the "significant personal sacrifices" over a
nearly 15-year period of time in key leadership roles at Stanley
and his interest in getting to postponed projects as reasons for
retiring. He also commented, "Next year, I will have been CEO
for 10 years. That's a long time by today's standards. The
position takes its toll. In my view, it is healthy for me to
leave after having devoted myself to our Company and it is
healthy for the Company to gain from the energy and perspectives
of a new CEO.
Anticipating that people might draw incorrect conclusions from
his announcement, Mr. Ayers remarked that "my health is good and
my family members are in good health. The Board and I are very
pleased with the progress Stanley is making to be positioned for
a successful future and the Board has been actively involved in
the Company's planning and has enthusiastically endorsed our key
strategies and initiatives."
The Board of Directors and Mr. Ayers have been considering the
alternatives to accomplish an effective leadership succession in
light of his decision. The Company has exciting plans to achieve
a bright future and capable managers to execute those plans.
However, a number of key managers, including Alan Hunter, Chief
Operating Officer, have been in their positions a relatively
short time and they all have major assignments associated with
the Company's repositioning efforts.
Because of the need for stability in these critical tasks and
further seasoning of the team, the Board will begin an outside
search to find a successor for Mr. Ayers. Still Brown has been
selected to chair the Board committee that will carry out a very
thorough process to find an experienced executive with the skills
to complement Stanley's growth plans.
Mr. Ayers stated, I will be working closely with the Directors
on this most important activity and I ll also continue to
implement the strategies and plans begun last year. My personal
objective and commitment is to see us maintain our momentum for
change and to achieve very strong core results. I want this
leadership change to be seamless to our plans, performance and
market value.
Page 25 of
27 pages
The Company will keep everyone informed about continuing progress
against its plans and leadership succession. Mr. Ayers concluded
by saying, All of my energy will be devoted to make this
leadership change successful for our Company.
Contact: Richard Huck
Vice President, Finance & CFO
203-827-3803
Page 26 of
27 pages
Exhibit (20)(iii)
FOR IMMEDIATE RELEASE April 17, 1996
THE STANLEY WORKS' BOARD OF DIRECTORS VOTES A 2-FOR-1 STOCK
SPLIT
New Britain, Connecticut (NYSE:SWK)...The Board of Directors of
The Stanley Works today voted a 2-for-1 stock split in the form
of a stock distribution. Mr. Richard H. Ayers, Chairman and
Chief Executive Officer commented, "We are excited about the
future prospects for improved performance for our company and the
value it will create for our shareholders. That value is
evidenced by some current analyst estimates which suggest further
advancement in the price of our stock. This stock split is
expected to enhance trading activity and broaden ownership and
interest in Stanley stock."
The stock distribution will be June 3, 1996 to shareholders of
record as of May 13, 1996.
The Stanley Works is a worldwide producer of tools, hardware and
specialty hardware for home improvement, consumer, industrial and
professional use.
Contact: Richard Huck
Vice President, Finance and CFO
Telephone: 203-827-3803
Page 27 of
27 pages
