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 34,236,600 kwh. of electric energy during 1998.
(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 26th day of February, 1999.
The Stanley Works
By:
Nancy M. Clark
Corporate 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)
EXHIBIT A
The Stanley Works and Subsidiaries
Consolidating Statements of Operations
For the fiscal year ended January 2, 1999
(Unaudited,Thousands of Dollars)
Farmington Consolidated
River Power All Other Stanley
Company Subsidiaries Works
----------- ------------ ------------
Net Sales $ - $2,729,100 $2,729,100
Costs and Expenses
Cost of sales - 1,792,800 1,792,800
Selling, general
and administrative (77) 684,777 684,700
Interest-net - 23,100 23,100
Other - net - 13,100 13,100
--------- ------------ ------------
(77) 2,513,777 2,513,700
---------- ------------ ------------
Earnings Before
Income Taxes 77 215,323 215,400
Income Taxes 26 77,574 77,600
---------- ------------ ------------
Net Earnings $ 51 $ 137,749 $137,800
========== ============ ============
The Stanley Works and Subsidiaries
Consolidating Balance Sheets
As of January 2, 1999
(Unaudited, Thousands of Dollars)
Farmington Consolidated
River Power All Other Stanley
Company Subsidiaries Eliminations Works
---------- ------------ ------------ ------------
ASSETS
Current Assets
Cash and cash
equivalents $ - $ 110,100 $ - $110,100
Accounts and
notes receivable - 517,000 - 517,000
Inventories - 380,900 - 380,900
Deferred taxes - 43,600 - 43,600
Other current assets (3) 35,994 (1,191) 34,800
----------- ------------ ------------ ------------
Total Current
Assets (3) 1,087,594 (1,191) 1,086,400
Property, Plant
and Equipment 2,216 509,184 - 511,400
Goodwill and
Other Intangibles - 196,900 - 196,900
Other Assets - 138,200 - 138,200
----------- ------------- ------------ ------------
Total Assets $ 2,213 $ 1,931,878 $ (1,191) $1,932,900
=========== ============= ============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term
borrowings $ - $ 207,800 $ - $207,800
Current maturities
of long-term debt - 14,200 - 14,200
Accounts payable 5 172,095 - 172,100
Accrued expenses 84 307,916 - 308,000
----------- ------------ ------------ -----------
Total Current
Liabilities 89 702,011 - 702,100
Long-Term Debt - 344,800 - 344,800
Restructuring Reserves - 34,200 - 34,200
Other Liabilities 6 182,394 - 182,400
Shareholders' Equity
Common Stock 150 230,750 - 230,900
Retained earnings 777 866,423 - 867,200
Accumulated other
comprehensive loss - (84,600) - (84,600)
ESOP Debt - (213,200) - (213,200)
Affiliate Investment 1,191 - (1,191) -
------------ ------------- ------------ -----------
2,118 799,373 (1,191) 800,300
Less: cost of common
stock in treasury - 130,900 - 130,900
------------ ------------- ------------ -----------
Total Shareholders'
Equity 2,118 668,473 (1,191) 669,400
------------ ------------- ------------ -----------
Total Liabilities
and Shareholders'
Equity $ 2,213 $1,931,878 $ (1,191) $1,932,900
============ ============ ============ ===========
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.
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] JAN-02-1999
[PERIOD-END] JAN-02-1999
[BOOK-VALUE] PER-BOOK
[TOTAL-ASSETS] 1,932,900
[TOTAL-OPERATING-REVENUES] 2,729,100
[NET-INCOME] 137,800
</TABLE>
<PAGE>
EXHIBIT C
Not Applicable
ATTACHMENT 1
(All subsidiaries are included in the Consolidating 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 Foreign Sales Corporation Virgin Islands
Stanley Real Estate Holding Corporation Florida
Jensen Tools, Inc. Delaware
Stanley-Bostitch, Inc. Delaware
Stanley-Bostitch Holding 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. 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
Stanley Israel Investments, Inc. Delaware
Stanley Israel Investments B.V. Netherlands
T.S.W. Israel Investments Ltd. Israel
(One share owned by
Stanley Israel
Investments, Inc.)
ZAG Industries Ltd. Israel
Stanley Works(Nederland) B.V. Netherlands
Stanley Nirva S.A. France
S.I.C.F.O.-Stanley S.A. France
Stanley Europe B.V. Netherlands
(S.I.C.F.O. owns 50% &
Bostitch S.A. & Simax
own 25% each)
Stanley Bostitch S.A. France
Soc. de Fab. Bostitch S.A.(Simax) France
Societe Civile Immobiliere WAT France
Stanley Iberia S.A. Spain
Stanley Vaerktoj ApS Denmark
Stanley Svenska A.B. Sweden
Suomen Stanley OY Finland
Bostitch G.m.b.H. Germany
Friess G.m.b.H. Germany
Jurisdiction of
Corporate Name Incorporation
(The Stanley Works)
Bostitch AG Switzerland
Stanley Works (Belgium) N.V. Belgium
International Staple & Machine Co. n.v. Belgium
The Stanley Works C.V. Netherlands
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
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. (86%) Czech Republic
Stanley Works Malaysia Sdn. Bhd. Malaysia
Stanley Fastening Systems Poland Sp zo.o. Poland
Stanley de Chihuahua, S. de R.L. de C.V. Mexico
Stanley Works China Investments Ltd. (80%) Virgin Islands
Stanley (Zhongshan) Hardware Co. Ltd. (65%)China
Jurisdiction of
Corporate Name Incorporation
(The Stanley Works)
Stanley U.K. Holding Limited U.K.
ATRO Limited U.K.
The Stanley Works Limited U.K.
Mosley-Stone Ltd. U.K.
R.J. Lendrum Limited U.K.
Stanley Chiro International Ltd. Taiwan
Stanley Italia S.r.l. Italy
FIPADUE S.r.l. Italy
Beijing Daxing Stanley-Bostitch Metal
Industries Company Limited (98%) China
Stanley Europe B.V.B.A. Belgium
Stanley (Tianjin) International
Trading Co. Ltd. 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. Stanley is a
worldwide producer of tools and door products for professional,
industrial and consumer use. Stanley is a brand recognized around
the world for quality and value.
In 1998, Stanley had net sales of $2.7 billion and employed
approximately 18,000 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.
In 1997, the Company announced a comprehensive reallocation of
resources that was designed to achieve significant cost reduction in
the Company's operations so that the savings could be reinvested into
growth initiatives such as new product and brand development. The
Company's operating structure was reorganized from a portfolio company
with 11 separate businesses to a product management structure. The
Company is now comprised of a single functional organization with
eight product groups and three geographic sales regions. As a result
of these initiatives as of January 2, 1999, 21 plants and 17
distribution centers were closed.
The Company's operations are classified into two industry
segments: Tools and Doors.
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, garden tools, chisels, boring tools,
masonry, tile and drywall tools, paint preparation and paint
application tools as well as electronic stud sensors, levels,
alignment tools and elevation measuring systems. The Company markets
its consumer tools under the Stanley , IntelliTools , Contractor
Grade , Blackhawk , Mosley-Stone and Goldblatt . 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).
The Doors segment manufactures and markets residential insulated
steel, reinforced fiberglass and wood entrance door systems, vinyl
patio doors and automatic doors as well as 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. Stanley's door products are marketed under the Stanley
and Magic-Door brands. The Company's hardware products are marketed
under the Stanley , Stanley-Acmetrack , Monarch and Acme brands.
