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 23, 1998
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 6 Pages
Exhibit Index is located on Page 4
Item 5. Other Events.
1. On April 23, 1998, the Registrant issued a
press release announcing that it had signed a definitive
agreement to acquire 90% of the outstanding shares of ZAG
Industries, Ltd. Attached as Exhibit (20)(i) is a copy of the
Registrant's press release.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) 20(i) Press release dated April 23, 1998
announcing the execution of a definitive
agreement with ZAG Industries, Ltd.
Page 2 of 6 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 23, 1998 By: Stephen S. Weddle
Name: Stephen S. Weddle
Title: Vice President,
General Counsel and
Secretary
Page 3 of 6 Pages
EXHIBIT INDEX
Current Report on Form 8-K
Dated April 23, 1998
Exhibit No. Page
20(i) 5
Page 4 of 6 Pages
FOR IMMEDIATE RELEASE Exhibit (20) (i)
The Stanley Works to Acquire ZAG Industries
Adds Innovative Plastic Storage Products to Broad Product Line
NEW BRITAIN, CONN. and ROSH HA' AYIN, ISRAEL, April 23, 1998 --
The Stanley Works (NYSE: "SWK") and ZAG Industries, Ltd.,
(NASDAQ: "ZAGIF") today announced that they have signed a
definitive agreement whereby Stanley will acquire 90% of the
outstanding common shares of ZAG for $14.30 per-share in cash
(approximately $117 million). The remaining shares will continue
to be held by Zvi Yemini, ZAG's Chairman and Chief Executive
Officer. ZAG is an innovator of plastic storage products,
including tool boxes, bulk storage containers, shelving systems
and parts organizers.
"ZAG is an ideal fit with our strategy of expanding into
'near neighbor' markets that complement our tool, hardware and
door products," said John M. Trani, Chairman and CEO of The
Stanley Works. "With our distribution base and ZAG's speed to
market and creativity, we intend to capture a significant share
of the growing market for plastic storage solutions," he said.
"Becoming part of Stanley is a wonderful next step in the
evolution of our young company," said Zvi Yemini, who will
continue to lead the business after the acquisition. "We will
continue to build on our accomplishments in the consumer market
and leverage our design capabilities into the commercial and
industrial markets. The entrepreneurial spirit of the ZAG team,
together with Stanley's established market presence and
reputation, make for a powerful combination."
ZAG will operate as a subsidiary of Stanley and will remain
based in Israel, with its existing management team. The company
was founded by Yemini in 1987 as a consulting firm in plastics
design. Since 1993, it has been active in the design, production
and sale of high-quality plastic products through major home
center and mass merchant retailers in nearly 60 countries, with
particular strength in the European market. ZAG reported
revenues of $63.6 million in 1997.
The Stanley Works, founded in 1843, is a worldwide producer
of tools, hardware and door products for professional, industrial
and consumer use. In 1997, the company reported revenues of $2.7
billion and announced a major restructuring and a new strategy
that emphasizes product and brand development and expansion into
new "near neighbor," or related, markets.
Page 5 of 6
The transaction has been approved by the Boards of Directors
of the two companies and is subject to customary closing
conditions, including regulatory, Israeli judicial and ZAG
shareholder approvals. Closing is expected by the third quarter
of this year. ZAG Industries is advised by Lehman Brothers Inc.
in this transaction. The acquisition is not expected to be
dilutive to Stanley's 1998 earnings.
This news release contains forward-looking information (within the meaning of
the Private Securities Litigation Reform Act of 1995) with respect to the
business of Stanley following the consummation of the acquisition of ZAG
Industries. These forward-looking statements involve certain risks and
uncertainties. Factors that may cause actual results to differ materially
from those contemplated by such forward-looking statements include, but are
not limited to, Stanley's actual penetration in the plastic storage market
following consummation of the acquisition, the achievement of anticipated
levels of profitability, growth, cost and synergy, and the impact of global
economic conditions.
Stanley Contacts ZAG Contact
Media Media/Investors
Vance Meyer (860) 827-3871 (office) Ira Green 972-3 902-0299
(203) 929-9502 (home)
Investors
Gerry Gould (860) 827-3833
Page 6 of 6 Pages
