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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): February 24, 1999
The Stanley Works
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(Exact name of registrant as specified in charter)
Connecticut 1-5224 06-058860
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1000 Stanley Drive, New Britain, Connecticut 06053
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 225-5111
Not Applicable
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(Former name or former address, if changed since last report)
Page 1 of 22 Pages
Exhibit Index is located on Page 4
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
1.1 Underwriting Agreement, dated as of December 1, 1992
(filed as Exhibit (1)(i) to the Registrant's Report
on Form 8-K dated December 7, 1992).
1.2 Terms Agreement, dated February 24, 1999, among the
Registrant, Goldman, Sachs & Co. and Salomon Smith
Barney Inc. relating to the offer and sale of
$120,000,000 aggregate principal amount of 5.75%
Notes Due March 1, 2004 (the"Notes").
4.1 Form of Note.
Page 2
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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: February 24, 1999 By: /s/ Stephen S. Weddle
----------------------------------
Name: Stephen S. Weddle
Title: Vice President, General
Counsel and Secretary
Page 3
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EXHIBIT INDEX
Current Report on Form 8-K
Dated February 24, 1999
THE STANLEY WORKS
Exhibit
No. Page
--- ----
1.1 Underwriting Agreement, dated as of Decem-
ber 1, 1992 (filed as Exhibit (1)(i) to the Reg-
istrant's Report on Form 8-K dated December
7, 1992).
1.2 Terms Agreement, dated February 24, 1999, 7
among the Registrant, Goldman, Sachs & Co.
and Salomon Smith Barney Inc. relating to the
offer and sale of $120,000,000 aggregate prin-
cipal amount of 5.75% Notes Due March 1,
2004 (the"Notes").
4.1 Form of Note. 17
Page 4
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THE STANLEY WORKS
(a Connecticut corporation)
TERMS AGREEMENT
5.75 % Notes due March 1, 2004
February 24, 1999
Goldman, Sachs & Co.
Salomon Smith Barney
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies and Gentlemen:
The Stanley Works, a Connecticut corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated as of December 1, 1992, to issue and sell to you
(the "Underwriters") the Securities specified herein.
Each of the provisions of the Underwriting Agreement is incorporated
herein by reference in its entirety, and shall be deemed to be a part of this
Terms Agreement to the same extent as if such provisions had been set forth in
full herein; and each of the representations and warranties set forth therein
shall be deemed to have been made at and as of the date of this Terms
Agreement, except that each representation and warranty that refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus and as of the date of this Terms Agreement in
relation to the Prospectus as amended or supplemented relating to the
Securities which are the subject of this Terms Agreement.
Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as defined therein, except that the term
"Registration Statement" shall include the registration statement (No.
33-46212) referred to in the Underwriting Agreement (the "Initial Registration
Statement"), including any and all
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amendments and post-effective amendments thereto, and the registration
statement (No. 333-72861) increasing the size of the offering (the "Rule 462(b)
Registration Statement"), filed or to be filed pursuant to Rule 462(b) under
the Act, in each case, including all exhibits thereto and the documents
incorporated by reference therein (excluding the Form T-1), as of the time the
Initial Registration Statement became effective or the Rule 462(b) Registration
Statement became or hereafter becomes effective.
A supplement to the Prospectus relating to the Securities which are
the subject of this Terms Agreement, in the form heretofore delivered to you,
is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and to sell to each of the Underwriters, and each of the Underwriters
agrees, severally and jointly, to purchase from the Company, at the time and
place and at the purchase price to the Underwriters set forth herein, the
principal amount of the Securities set forth opposite the name of such
Underwriter in Schedule I hereto.
1. Terms of the Securities. Pursuant to Section 3 of the Underwriting
Agreement, the terms of the Securities shall be as set forth in Schedule II
hereto.
2. Representations and Warranties of the Company. Section 2 of the
Underwriting Agreement is hereby amended to add the following additional repre-
sentations and warranties:
a. Neither the Company nor any of its subsidiaries has
sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus any material
loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Prospectus; and, since the
date as of which information is given in the Prospectus, there has not
been any change in the capital stock or long-term debt of the Company
or any of its subsidiaries or any material adverse change, or any
development involving a prospective material adverse change, in or
affecting the general affairs, management, financial position,
shareholders' equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the
Prospectus;
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b. The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Connecticut, with power and authority (corporate and other) to own
its properties and conduct its business as described in the
Prospectus;
c. The Company has an authorized capitalization as set forth
in the Prospectus, and all of the issued shares of capital stock of
the Company have been duly and validly authorized and issued and are
fully paid and non-assessable;
d. Neither the Company nor any of its subsidiaries is in
violation of its Certificate of Incorporation or By-laws or in default
in the performance or observance of any material obligation,
agreement, covenant or condition contained in any indenture, mortgage,
deed of trust, loan agreement, lease or other agreement or instrument
to which it is a party or by which it or any of its properties may be
bound;
e. Other than as set forth in the Prospectus, there are no
legal or governmental proceedings pending to which the Company is a
party which if determined adversely would have a material adverse
effect on the Company;
f. The Company owns or possesses, or can acquire on
reasonable terms, all licenses, inventions, copyrights, know-how,
trademarks, service marks and trade names, patents and patent rights
necessary to carry on its business as described in the Prospectus,
and, except as set forth in the Pro spectus, the Company has not
received any correspondence relating to any of the foregoing or notice
of infringement of or conflict with asserted rights of others with
respect to any of the foregoing which the Company believes would,
singly or in the aggregate, have a material adverse effect on the
Company;
g. The Company has reviewed its operations and that of its
subsidiaries and any third parties with which the Company or any of
its subsidiaries has a material relationship to evaluate the extent to
which the business or operations of the Company or any of its
subsidiaries will be affected by the Year 2000 problem. As a result of
such review, the Company has developed a comprehensive Year 2000
project. While due to the inherent uncertainty in Year 2000 analysis
the Company is unable to determine conclusively whether the
consequences of potential Year 2000 failures by
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either the Company or its customers and key suppliers will have a
material impact on the Company's results of operations, liquidity and
financial condition, the Company expects that its Year 2000 project
will significantly reduce both the level of uncertainty regarding the
potential impact as well as reduce the risk of interruptions to
routine business operations. As of the date hereof, the Company's Year
2000 project is proceeding on schedule and the Com pany anticipates
that its Year 2000 project will be completed in the fourth quarter of
1999.
3. Conditions of the Obligations of the Underwriters. Section 5 of the
Underwriting Agreement is hereby amended by deleting the words "and
statistical" in the last sentence of the last paragraph of subsection 5(d).
4. Indemnification. Section 6 of the Underwriting Agreement is hereby
amended by deleting clause (ii) of subsection 6(a) in its entirety and ending
the paragraph after the word "therein."
5. Governing Law. This Agreement shall be governed by the laws of the
State of New York.
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If the foregoing is in accordance with your understanding, please sign
and return to us four counterparts hereof, and upon acceptance hereof by you,
this letter and such acceptance hereof, including the provisions of the
Underwriting Agreement incorporated herein by reference, shall constitute a
binding agreement between each of the Underwriters and the Company.
Very truly yours,
The Stanley Works
By: /s/ Stephen S. Weddle
---------------------------------
Stephen S. Weddle
Vice President, Secretary
and General Counsel
Accepted as of the date hereof:
Goldman, Sachs & Co.
Salomon Smith Barney Inc.
By: /s/ Goldman, Sachs & Co.
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(Goldman, Sachs & Co.)
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SCHEDULE I
PRINCIPAL AMOUNT OF
UNDERWRITER SECURITIES TO BE PURCHASED
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Goldman, Sachs & Co. $ 72,000,000
Salomon Smith Barney Inc. 48,000,000
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Total $ 120,000,000
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SCHEDULE II
TITLE OF SECURITIES:
5.75% Notes due March 1, 2004
AGGREGATE PRINCIPAL AMOUNT:
$ 120,000,000
PRICE TO PUBLIC:
99.961% of the principal amount, plus accrued interest, if any, from
March 1, 1999 to March 1, 1999
PURCHASE PRICE BY UNDERWRITERS:
99.361% of the principal amount, plus accrued interest, if any, from
March 1, 1999 to March 1, 1999
FORM OF SECURITIES:
Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company (the "Depositary") or its
designated custodian
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
CLOSING DATE AND TIME:
10:00 a.m. (New York City time), March 1, 1999
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INDENTURE:
Indenture dated as of April 1, 1986, between the Company and State
Street Bank and Trust Company, as successor trustee, as amended by the
First Supplemental Indenture, dated as of June 15, 1992.
MATURITY:
March 1, 2004
INTEREST RATE:
5.75%
INTEREST PAYMENT DATES:
March 1 and September 1, commencing September 1, 1999
REDEMPTION PROVISIONS:
None
SINKING FUND PROVISIONS:
None
DELAYED DELIVERY CONTRACTS:
Not authorized
CLOSING PLACE:
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
PLACE OF DELIVERY OF SECURITIES:
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The Securities will be delivered through the book-entry facilities of
the Depositary and will be made available for checking by the
Underwriters, the Depositary and the Trustee at least 24 hours prior
to the Closing Date
NOTICES TO THE UNDERWRITERS PURSUANT TO SECTION 9 OF THE UNDERWRITING AGREE-
MENT:
Notices shall be given to Goldman, Sachs & Co., 85 Broad Street,
New York, New York 10004, Attention: Fil Rensky
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Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company (as
defined below) or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
REGISTERED PRINCIPAL AMOUNT
No. 1 $120,000,000
CUSIP: 854616AF6
THE STANLEY WORKS
5.75% NOTE DUE MARCH 1, 2004
The Stanley Works, a corporation organized and existing under
the laws of the State of Connecticut (hereinafter called the "Company," which
term shall include any successor corporation), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, upon presentation, the
principal sum of ONE HUNDRED TWENTY MILLION DOLLARS on March 1, 2004 and to pay
interest thereon from September 1, 1999, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually on March 1 and September 1 in each year, at the rate of 5.75% per
annum, until the principal hereof is paid or duly provided for. The interest so
payable, and punctually paid or duly provided for on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest which shall be the
February 15 or August 15 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on
such Regular Record Date, and may be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
not less than 10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on
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which the Securities may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture. Payment of the
principal of and interest on this Security will be made at the office or agency
of the Company maintained for that purpose in the Borough of Manhattan, City of
New York, or elsewhere as provided in the Indenture, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts; PROVIDED, HOWEVER, that payment of
interest may be made at the option of the Company by wire transfer to an
account maintained by DTC for such purpose or by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register.
This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of April 1, 1986, as amended by the
First Supple mental Indenture, dated as of June 15, 1992 (herein called the
"Indenture"), between the Company and State Street Bank and Trust Company, as
successor trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the first page hereof, limited in aggregate
principal amount to $120,000,000.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of more than 50% in principal
amount of the Outstanding Securities of each series of Securities then
Outstanding affected thereby. The Indenture also contains provisions permitting
the Holders of specified percentages in principal amount of the Securities of a
series (or in certain cases all the Securities) at the time Outstanding, on
behalf of the Holders of all Securities of such series (or all the Securities,
as the case may be), to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and their
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consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the
principal of and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
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THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY,
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
THE STANLEY WORKS
By: /s/ John M. Trani
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Name: John M. Trani
Title: Chairman and Chief Executive Officer
Attest:
By: /s/ Stephen S. Weddle
---------------------------------------
Name: Stephen S. Weddle
Title: Vice President, General Counsel
and Secretary
Dated: March 1, 1999
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated herein
and issued under the Indenture described herein.
STATE STREET BANK
AND TRUST COMPANY,
Trustee
By: /s/ Kathy A. Larimore
--------------------------
Authorized Officer
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
- -----------------------------
- ----------------------------- ..............................................
...............................................................................
(Please Print or Typewrite Name and Address including Zip Code of Assignee)
...............................................................................
the within Security of The Stanley Works and hereby does irrevocably constitute
and appoint
..................................................................... Attorney
to transfer said Security on the books of the within-named Company with full
power of substitution in the premises.
Dated:_____________________ ______________________________________
______________________________________
NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Security in every particular, without
alteration or enlargement or any change whatever.
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