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 28, 1999
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)
Exhibit Index is located on Page 4
Page 1 of 6
<PAGE>
Item 5. Other Events.
1. On April 28, 1999, at the Registrant's Annual
Meeting of Shareowners, Stillman B. Brown, a member of the Board of
Directors and Chair of the Compensation and Organization Committee made
the following statement on behalf of the entire Board:
"Both John and the Board are enthusiastic about his continuing at the helm
of Stanley for many, many years. The Board is in discussions with John in
order to work out the terms of a multi-year renewal agreement, and we expect
to have that agreement finalized before the end of the year. I will say, on
behalf of the Board, that we are very enthusiastic about John's vision and are
very supportive of his efforts. We feel that he is the right person at the
right time to be leading Stanley. I am, of course, delighted that John shares
our view about his continuing and that he is very, very enthusiastic about
Stanley's enormous opportunities.
The current agreement expires at the end of 1999, although it will
automatically renew for a 1-year period if neither John nor the Board gives
notice before July 1 that he or it objects to the renewal."
2. On April 28, 1999, the Registrant sent a
letter to its Financial Analysts. Attached as Exhibit 20 (i) is a copy of
the Registrant's letter sent to its Financial Analysts. Attached as Exhibit
20 (ii) is the cautionary statements relating to forward looking statements
included above and in Exhibit 20 (i). Both of these Exhibits are incorporated
herein by reference.
Item 7. Financial Statements and Exhibits.
(c) 20(i) Letter dated April 28, 1999 to Stanley's
Financial Analysts summarizing the
highlights of the annual meeting.
20(ii) Cautionary statements relating to
forward looking statements included in
Item 5 above and Exhibit 20(i).
Page 2 of 6
<PAGE>
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 28, 1999 By: Stephen S. Weddle
-----------------
Name: Stephen S. Weddle
Title: Vice President, General
Counsel and Secretary
Page 3 of 6
<PAGE>
EXHIBIT INDEX
Current Report on Form 8-K
Dated April 28, 1999
Exhibit No. Page
20(i) 5
20(ii) 6
Page 4 of 6
<PAGE>
Exhibit (20)(i)
April 28, 1999
To Our Financial Analysts,
Today we held our annual meeting in Columbus, Ohio, the home of our Mac
Tools business. I thought it would be appropriate to summarize briefly the
highlights of the annual meeting, so that you are all aware of the proceedings.
Important items discussed and / or voted upon were as follow:
-- Stillman B. Brown, Mannie L. Jackson and Kathryn D. Wriston
were elected to new three-year terms on the company's Board
of Directors.
-- Ernst & Young, LLP were elected as the company's independent
auditors for 1999. This will be their 56th year serving as auditors for
Stanley.
-- Stillman B. Brown, on behalf of the entire Board, made a statement
regarding renewal of John Trani's employment agreement:
"Both John and the Board are enthusiastic about his continuing at
the helm of Stanley for many, many years. The Board is in discussions with
John in order to work out the terms of a multi-year renewal agreement,
and we expect to have that agreement finalized before the end of the
year. I will say, on behalf of the Board, that we are very
enthusiastic about John's vision and are very supportive of his
efforts. We feel that he is the right person at the right time to be
leading Stanley. I am, of course, delighted that John shares our view
about his continuing and that he is very, very enthusiastic about
Stanley's enormous opportunities.
"The current agreement expires at the end of 1999, although it will
automatically renew for a 1-year period if neither John nor the Board
gives notice before July 1 that he or it objects to the renewal."
If you have any questions, please feel free to call me at 860/827-3833.
Sincerely,
Gerard B. Gould
Investor Relations
Page 5 of 6
<PAGE>
Exhibit (20) (ii)
CAUTIONARY STATEMENTS
Under the Private Securities Litigation Reform Act of 1995
The statements made by Stillman B. Brown at today's Annual Meeting of
Shareowners and in a letter sent today to financial analysts implying that John
Trani and the Board will enter into a multi-year renewal employment agreement
and stating that Stanley has enormous future opportunities are forward looking
statements and are inherently subject to risk and uncertainty.
The multi-year renewal agreement currently envisioned by
Stanley's Board and by Mr. Trani may not be successfully negotiated and
signed. In addition, Stanley's future opportunities may not be enormous
or, although enormous, may not be realized by Stanley management.
Page 6 of 6
<PAGE>
