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
To Be Filed Annually Prior to March 1
THE STANLEY WORKS
hereby files with the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of
the Public Utility Holding Company Act of 1935, and submits the following
information:
1. Name, State of organization, location and nature of business of
claimant and every subsidiary thereof, other than any exempt wholesale
generator (EWG) or foreign utility company in which claimant directly or
indirectly holds an interest.
The Stanley Works ("Stanley" or the "Company") 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 distribution 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.
Stanley owns no properties used for the purposes listed above 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
transmission line 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 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 32,827,800 kwh. of electric energy during 1997.
(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
gas purchased outside the State in which each such company is organized or at
the State line.
Stanley - None.
FRPC - None.
4. The following information for the reporting period with respect to
claimant and each interest it holds directly or indirectly in an EWG or a
foreign utility company, stating monetary amounts in United States dollars:
(a) Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation, transmission and
distribution of electric energy for sale or for the distribution at retail of
natural or manufactured gas.
Not Applicable
(b) Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held.
Not Applicable
(C) Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee of the
security of the EWG or foreign utility company by the holding company claiming
exemption; and any debt or other financial obligation for which there is
recourse, directly or indirectly, to the holding company claiming exemption or
another system company, other than the EWG or foreign utility company.
Not Applicable
(d) Capitalization and earnings of the EWG or foreign utility company
during the reporting period.
Not Applicable
(e) Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the services
to be rendered or goods sold and fees or revenues under such agreement(s).
Not Applicable
The above-named claimant has caused this statement to be duly executed on its
behalf by its authorized officer on this 27th day of February, 1998.
The Stanley Works
By: Jennifer O. Estabrook
Assistant General Counsel
and Assistant Secretary
CORPORATE SEAL
Attest:
Stephen S. Weddle
Vice President, General
Counsel and Secretary
Name, title and address of officer to whom notices and correspondence
concerning this statement should be addressed.
Jennifer O. Estabrook Assistant General Counsel & Asst. Sec'y.
(Name) (Title)
1000 Stanley Drive, New Britain, CT 06053
(Address)
<PAGE>
EXHIBIT A
Consolidated Statements of Operations
The Stanley Works and Subsidiaries
Fiscal years ended January 3, 1998, December 28, 1996, and December 30, 1995
(Millions of Dollars, except per share amounts) 1997 1996 1995
------ ------ ------
Net Sales $2,669.5 $2,670.8 $2,624.3
Costs and Expenses
Cost of sales 1,783.4 1,795.5 1,789.7
Selling, general and administrative 627.7 608.5 591.7
Interest-net 16.6 22.5 30.3
Other-net 21.9 22.3 14.3
Restructuring and asset write-offs 238.5 47.8 85.5
------- ------- -------
2,688.1 2,496.6 2,511.5
------- ------- -------
Earnings (Loss) Before Income Taxes (18.6) 174.2 112.8
Income Taxes 23.3 77.3 53.7
------- ------- ------
Net Earnings (Loss) $(41.9) $ 96.9 $59.1
======= ======= ======
Net Earnings (Loss) Per Share of Common Stock
Basic $(.47) $1.09 $.66
======== ======= ======
Diluted $(.47) $1.08 $.66
======== ======= ======
Consolidated Balance Sheets
The Stanley Works and Subsidiaries
January 3, 1998 and December 28, 1996
(Millions of Dollars) 1997 1996
------- -------
ASSETS
Current Assets
Cash and cash equivalents $152.2 $84.0
Accounts and notes receivable 472.5 446.3
Inventories 301.2 338.1
Deferred taxes 51.1 14.0
Other current assets 28.3 28.5
------- -------
Total Current Assets 1,005.3 910.9
Property, Plant and Equipment 513.2 570.4
Goodwill and Other Intangibles 104.1 98.9
Other Assets 136.1 79.4
------- --------
Total Assets $1,758.7 $1,659.6
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term borrowings $80.8 $ 4.9
Current maturities of long-term debt 50.0 15.1
Accounts payable 155.5 130.8
Accrued expenses 336.4 230.8
------- -----
Total Current Liabilities 622.7 381.6
Long-Term Debt 283.7 342.6
Restructuring Reserves 67.6 -
Other Liabilities 176.9 155.3
Shareholders' Equity
Preferred Stock, without par value:
Authorized and unissued 10,000,000 shares
Common Stock, par value $2.50 per share:
Authorized 200,000,000 shares;
issued 92,343,410 shares in 1997 and 1996 230.9 230.9
Retained earnings 806.6 919.0
Foreign currency translation adjustment (85.3) (45.5)
ESOP debt (223.8) (234.8)
-------- --------
728.4 869.6
Less: cost of common stock in treasury
(3,555,329 shares in 1997 and 3,623,618
shares in 1996 120.6 89.5
-------- --------
Total Shareholders' Equity 607.8 780.1
--------- ---------
Total Liabilities and Shareholders' Equity $1,758.7 $1,659.6
========= =========
Consolidated Statements of Cash Flows
The Stanley Works and Subsidiaries
Fiscal years ended January 3, 1998, December 28, 1996, and December 30, 1995
(Millions of Dollars) 1997 1996 1995
------- ------ ------
Operating Activities:
Net earnings (loss) $(41.9) $96.9 $59.1
Adjustments to reconcile net earnings (loss) to
net cash provided by operating activities:
Depreciation and amortization 72.4 74.7 81.2
Restructuring and asset write-offs 238.5 47.8 85.5
Other non-cash items (17.9) 38.5 32.3
Changes in operating assets and liabilities:
Accounts and notes receivable (38.7) (28.9) (23.3)
Inventories 8.6 (10.5) (4.5)
Accounts payable and accrued expenses (.7) 9.5 (27.8)
Income taxes 21.8 24.3 (24.1)
Other (.9) 7.6 (.3)
------ ------ ------
Net cash provided by operating activities 241.2 259.9 178.1
------ ------ ------
Investing Activities:
Capital expenditures (73.3) (78.7) (66.5)
Capitalized software (10.8) (25.0) (20.2)
Proceeds from sales of businesses 34.8 36.4 -
Business acquisitions (58.4) (5.3) (3.3)
Investment in affiliated company (23.1) - -
Other 5.4 10.8 4.7
------ ------ ------
Net cash used by investing activities (125.4) (61.8) (85.3)
------ ------ ------
Financing Activities:
Payments on long-term debt (7.4) (26.0) (83.5)
Proceeds from long-term borrowings 2.8 2.0 86.0
Net short-term financing 75.3 (72.3) (5.1)
Proceeds from issuance of common stock 40.5 36.5 5.7
Purchase of common stock for treasury (83.0) (65.7) (13.2)
Cash dividends on common stock (68.6) (67.6) (75.2)
------ ------ ------
Net cash used by financing activities (40.4) (193.1) (85.3)
------ ------ ------
Effect of exchange rate changes on cash (7.2) 3.6 (1.4)
------ ------ ------
Increase in cash and cash equivalents 68.2 8.6 6.1
Cash and cash equivalents, beginning of year 84.0 75.4 69.3
------ ------ ------
Cash and cash equivalents, end of year $152.2 $84.0 $75.4
====== ====== ======
<TABLE>
Consolidated Statements of Changes in Shareholders' Equity
The Stanley Works and Subsidiaries
Fiscal years ended January 3, 1998, December 28, 1996 and December 30, 1995
(Millions of Dollars, except per share amounts)
<CAPTION>
Capital Foreign
In Excess Currency Share-
Common of Par Retained Translation ESOP Treasury holders'
Stock Value Earnings Adjustment Debt Stock Equity
------ ------- -------- ------- ---- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance December 31, 1994 $115.4 $70.1 $937.8 $(56.3) $(253.7) $(69.1) $744.2
Net earnings 59.1 59.1
Currency translation
adjustment (14.3) (14.3)
Cash dividends declared
- $.71 per share (62.6) (62.6)
Issuance of common stock (1.7) 13.9 12.2
Purchase of common stock (16.7) (16.7)
ESOP debt 9.4 9.4
ESOP tax benefit 3.3 3.3
----------------------------------------------------------
Balance December 30, 1995 115.4 68.4 937.6 (70.6) (244.3) (71.9) 734.6
Two-for-one stock split 115.5 (66.9) (48.6) -
Net earnings 96.9 96.9
Currency translation
adjustment 25.1 25.1
Cash dividends declared
- $.73 per share (65.2) (65.2)
Issuance of common stock (6.2) (5.1) 53.4 42.1
Purchase of common stock (71.0) (71.0)
Tax benefit related to
stock options 4.7 .3 5.0
ESOP debt 9.5 9.5
ESOP tax benefit 3.1 3.1
------------------------------------------------------------
Balance December 28, 1996 230.9 - 919.0 (45.5) (234.8) (89.5) 780.1
Net loss (41.9) (41.9)
Currency translation
adjustment (39.8) (39.8)
Cash dividends declared
- $.77 per share (68.6) (68.6)
Issuance of common stock (13.4) 61.1 47.7
Purchase of common stock (92.2) (92.2)
Tax benefit related to
Stock options 8.7 8.7
ESOP debt 11.0 11.0
ESOP tax benefit 2.8 2.8
------------------------------------------------------------
Balance January 3, 1998 $230.9 $ - $806.6 $(85.3) $(223.8) $(120.6) $607.8
============================================================
</TABLE>
FARMINGTON RIVER POWER
STATEMENT OF EARNINGS
FISCAL YEARS ENDED JANUARY 3, 1998 AND DECEMBER 28, 1996
(in thousands of dollars)
1997 1996
----------- -----------
COSTS AND EXPENSES
COST OF SALES $ 82.9 $103.3
OTHER-NET - 65.0
----------- -----------
EARNINGS BEFORE INCOME TAXES $ 82.9 $168.3
----------- -----------
INCOME TAXES 29.1 60.1
----------- -----------
NET EARNINGS $53.8 $108.2
=========== ===========
FARMINGTON RIVER POWER
BALANCE SHEETS
JANUARY 3, 1998 AND DECEMBER 28, 1996
(in thousands of dollars)
1997 1996
------------ ------------
ASSETS
CURRENT ASSETS
ACCOUNTS RECEIVABLE $210.8 $63.2
OTHER CURRENT ASSETS (4.2) (14.8)
------------ ------------
TOTAL CURRENT ASSETS 206.6 48.4
PROPERTY, PLANT, & EQUIPMENT 2,333.6 2,451.6
------------ ------------
TOTAL ASSETS $2,540.2 $2,500.0
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
ACCOUNTS PAYABLE $ 5.4 $ 13.3
ACCRUED EXPENSES 93.2 89.1
INCOME TAXES 28.9 58.8
------------ ------------
TOTAL CURRENT LIABILITIES 127.5 161.2
DEFERRED INCOME TAXES 11.3 10.7
SHAREHOLDERS' EQUITY
AFFILIATE INVESTMENT 1,525.7 1,506.2
COMMON STOCK 150.0 150.0
RETAINED EARNINGS 725.7 671.9
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 2,401.4 2,328.1
------------ ------------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $2,540.2 $2,500.0
============ ===========
FARMINGTON RIVER POWER
TRIAL BALANCE
DECEMBER 1997
MISCELLANEOUS REC 210,773
PREPAID EXPENSES (4,191)
LAND 105,010
LAND IMPROVEMENTS 30,335
BUILDINGS 3,350,439
MACHINERY & EQUIPMENT 209,595
OFFICE FURN & EQUIP 8,888
TRANSPORTATION EQUIP 44,437
ACC DEPR - LAND IMPROV (25,032)
ACC DEPR - BUILDINGS (1,106,710)
ACC DEPR - MACH & EQUIP (250,382)
ACC DEPR - FURN & EQUIP (5,874)
ACC DEPR - TRANSP EQUIP (27,121)
PAYROLL DEDUCTIONS (5,414)
ACCRUED PAYROLL (1,526)
OTH ACCR P/R EXP (9,185)
ACCR P/R TAXES (9,208)
PROPERTY TAXES (64,023)
SALES TAXES (9,209)
ACCD INC TAX - FEDERAL (28,890)
DEF NATL INC TAXES (8,006)
DEF LOCAL INC TAXES (3,272)
AFFIL - INVESTMENTS (1,525,720)
COMM STK SUBSIDIARY CO (150,000)
RETAINED EARNINGS - BEG (671,899)
NET INCOME (53,814)
RETAINED EARNINGS - END (725,713)
COST OF SALES (82,942)
INCOME TAXES - U.S. 28,977
INCOME TAXES - STATE 151
EXHIBIT B
FINANCIAL DATA SCHEDULE
[ARTICLE] OPUR3
[LEGEND]
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE STANLEY
WORKS AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF EARNINGS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
[/LEGEND]
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] JAN-03-1998
[PERIOD-END] JAN-03-1998
[BOOK-VALUE] PER-BOOK
[TOTAL-ASSETS] 1,758,700
[TOTAL-OPERATING-REVENUES] 2,669,500
[NET-INCOME] (41,900)
</TABLE>
<PAGE>
EXHIBIT C
Not Applicable
ATTACHMENT 1
(All subsidiaries are included in the Consolidated Financial Statements of
The Stanley Works)
Jurisdiction of
Corporate Name Incorporation
- -------------- ---------------
The Stanley Works Connecticut
The Farmington River Power Company Connecticut
Stanley Germany Inc. Delaware
Stanley International Sales, Inc. Delaware
Stanley Foreign Sales Corporation Virgin Islands
Stanley Home Automation, Inc. Delaware
Stanley Real Estate Holdings Corp. Florida
Jensen Tools, Inc. Delaware
Stanley-Bostitch, Inc. Delaware
Stanley-Bostitch Holding Corporation Delaware
The Stanley Works Funding Corporation Delaware
Stanley Mail Media, Inc. Delaware
Stanley Logistics, Inc. Delaware
Stanley Fastening Systems, L.P. Delaware
Stanley Receivables Corp. Delaware
Stanley European Holdings, L.L.C. Delaware
Stanley Canada Inc. Ontario, Canada
Stanley Tools (N.Z.) Ltd. New Zealand
Ferramentas Stanley Ltda. Brazil
Herramientas Stanley S.A. de C.V. Mexico
Stanley-Bostitch, S.A. de C.V. Mexico
Stanley Tools SpA Italy
Jurisdiction of
Corporate Name Incorporation
- -------------- ---------------
(The Stanley Works)
Stanley Atlantic, Inc. Delaware
The Stanley Works Ltd. U.K.
Mosley-Stone Ltd. U.K.
R.J. Lendrum Limited U.K.
Stanley Works (Nederland) B.V. Netherlands
Stanley Magic-Door Netherlands B.V. Netherlands
Placements et Rangements Nirva S.a.R.L. France
S.I.C.F.O.-Stanley S.A. France
Stanley Bostitch S.A. France
Soc. de Fab. Bostitch S.A.(Simax) France
Societe Civile Immobiliere WAT France
Stanley Iberica S.A. Spain
Stanley Vaerktoej ApS Denmark
Stanley Svenska A.B. Sweden
Suomen Stanley OY Finland
Bostitch G.m.b.H. Germany
Friess G.m.b.H. Germany
Bostitch (Europe) AG Switzerland
Bostitch AG Switzerland
S.A. Stanley Works Belgium N.V. Belgium
The Stanley Works C.V. Netherlands
Jurisdiction of
Corporate Name Incorporation
- -------------- ---------------
(The Stanley Works)
Stanley International Holdings Inc. Delaware
Stanley Pacific Inc. Delaware
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
Stanley Tools Ltd. Taiwan
Chiro Tool Manufacturing Corporation Taiwan
The Stanley Works (Bermuda) Ltd. Bermuda
The Stanley Works Japan K.K. Japan
Stanley Works Ltd. Thailand
Stanley Tools Poland Ltd. Poland
Tona a.s. (LTD) (86%) Czech Republic
P.T. Stanley Works Indonesia Indonesia
Stanley Works Malaysia Sdn. Bhd. Malaysia
Stanley Fastening Systems Poland Ltd. Poland
Stanley de Chihuahua, S. de R.L. de C.V. Mexico
Stanley Works China Investments Ltd. (65%)Virgin Islands
Stanley (Zhongshan) Hardware
Co. Ltd. (65%) China
Stanley U.K. Holding Limited U.K.
Jurisdiction of
Corporate Name Incorporation
- -------------- ---------------
(The Stanley Works)
Stanley Chiro International Ltd. Taiwan
Stanley Italia S.r.l. Italy
ATRO Ltd. U.K.
DIMAC S.a.r.l. France
International Staple & Machine Co. n.v. Belgium
FIPADUE S.r.l. Italy
Beijing Daxing Stanley-Bostitch Metal
Industries Company Limited (98%) China
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.
ATTACHMENT 2
Narrative Description of the Business. The Company was founded in
1843 by Frederick T. Stanley and incorporated in 1852. The Company is
a worldwide producer of tools, hardware and door products for
professional, industrial and consumer use. Stanley is a brand
recognized around the world for quality and value.
In 1997, Stanley had net sales of $2.7 billion and employed
approximately 19,000 people worldwide. The Company's principal
executive office is located at 1000 Stanley Drive, New Britain,
Connecticut 06053 and its telephone number is (860) 225-5111.
The Company's operations are classified into three industry
segments: Tools, Hardware and Specialty Hardware.
Tools. The Tools segment manufactures and markets consumer,
industrial and engineered tools. Consumer tools includes hand tools
such as measuring instruments, planes, hammers, knives and blades,
wrenches, sockets, screwdrivers, saws, chisels, boring tools, masonry,
tile and drywall tools, paint preparation and paint application tools.
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 STANLEY-BOSTITCH fastening tools and fasteners used
for commercial, industrial, construction, packaging and consumer use;
hydraulic tools (these are hand-held hydraulic tools used by
contractors, utilities, railroads and public works as well as mounted
demolition hammers and compactors designed to work on skid steer
loaders, mini-excavators, backhoes and large excavators); and air
tools (these are high performance, precision assembly tools,
controllers and systems for tightening threaded fasteners used
chiefly by vehicle manufacturers).
Hardware. The hardware segment manufactures and markets hardware
products ranging from hinges, hasps, shelf brackets, bolts and latches
to a line of closet organizing systems and mirrored closet doors, door
hardware and wall mirrors.
Specialty Hardware. The specialty hardware segment manufactures
and markets residential insulated steel and reinforced fiberglass
entrance door systems and automatic doors.
