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): July 15, 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 7 Pages
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Item 5. Other Events.
1. On July 15, 1999, the Registrant issued a
press release announcing second quarter sales and discussing profit
outlook. 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 July 15, 1999
announcing second quarter sales and
discussing profit outlook.
20(ii) Cautionary statements relating to
forward looking statements included in
Exhibit 20(i).
Page 2 of 7 Pages
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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: July 15, 1999 By: Stephen S. Weddle
-----------------
Name: Stephen S. Weddle
Title: Vice President,
General Counsel and
Secretary
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EXHIBIT INDEX
Current Report on Form 8-K
Dated July 15, 1999
Exhibit No. Page
20(i) 5
20(ii) 7
Page 4 of 7 Pages
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Exhibit (20)(i)
FOR IMMEDIATE RELEASE
STANLEY REPORTS 2ND QUARTER SALES AND DISCUSSES PROFIT
OUTLOOK
New Britain, Connecticut, July 15, 1999: The Stanley Works (NYSE: "SWK") said
today that sales for its second quarter, which ended on July 3, 1999, were $686
million. This represents a decline of 1% from sales of $692 million in the prior
year. Components of the 1% sales decline were an increase of 3% from the ZAG
business acquired in August 1998, offset by a decline of 3% in unit sales volume
from ongoing businesses and a decline of 1% from slightly lower pricing and
currency translation. Both of the company's operating segments, tools and doors,
experienced similar 3% declines in unit sales volume. Geographically, unit sales
volumes declined 3% in the Americas and in Europe.
Commenting on the reported sales levels, John M. Trani, Chairman and Chief
Executive Officer, stated: "We are experiencing the effects in hand tools and
hardware of poor 1998 fill rates, since corrected, as well as a weak Latin
American market and softening of industrial markets. At the same time,
difficulties associated with the implementation of SAP software in a part of our
doors business contributed to the lower than expected volumes."
As a result of the sales levels indicated above, the company expects that second
quarter "core" earnings per share will be at or near the low end of the range of
Wall Street estimates (currently $.54 to $.58 per fully diluted share). Core
results exclude restructuring charges, restructuring-related transition costs
and certain other non-recurring costs incurred. The company plans to issue a
full report on second quarter earnings on July 21.
Mr. Trani commented further on the company's earnings: "Progress toward our
objective of sustained profitable sales growth has been slow. Therefore, we will
adjust our cost structure down to a level which can deliver improved earnings at
today's sales levels. We are launching several internal initiatives designed to
do just that.
"At the same time, a number of new sales and marketing programs are underway
which will pull products through distribution. These will complement the flow of
new products." The company will provide details of these initiatives and
programs at a later date.
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Reported earnings for the second quarter are expected to include "core" earnings
per above, diminished by restructuring-related transition and Y2k costs of
approximately $35 million. As noted previously, there will be no difference
between reported and core earnings beginning in the third quarter.
The Stanley Works, an S&P 500 company, is a worldwide supplier of tools, doors
and related hardware products for professional, industrial and consumer use.
Investors Gerard J. Gould Media Vance N. Meyer
Contact: Director, Investor Relations Contact: Director, Communication &
Public Affairs
(860) 827-3833 office (860) 827-3871 office
(860) 658-2718 home (203) 795-0581 home
[email protected]
The Stanley Works corporate press releases are available on the company's
internet web site at http://www.stanleyworks.com. Alternatively, they are
available through PR Newswire's "Company News On-Call" service by FAX at
800-758-5804, ext. 874363 or on the internet at http://www.prnewswire.com.
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Exhibit (20) (ii)
CAUTIONARY STATEMENTS
Under the Private Securities Litigation Reform Act of 1995
The statements in the company's press release issued today regarding initiatives
and programs being developed and undertaken to improve earnings and sales are
forward looking and inherently subject to risk and uncertainty. The ability to
improve earnings will depend on improved sales and the successful development
and implementation of initiatives to adjust the cost structure. The ability to
improve sales will depend on the successful development and implementation of
programs geared toward our customers and the ultimate users of our products.
As many of these initiatives and programs are still being developed at this
time, the company is unable to identify all of the risk factors that should be
taken into account in gauging its ability to achieve improved sales and
earnings. Some of the risk factors to be considered include: (1) the ability to
recruit and retain a sales force to implement the sales and marketing programs,
(2) the ability of these programs to stimulate demand for products, (3) the
ability of the current sales force to adapt to changes made in the sales
organization and maintain adequate customer coverage, (4) the implementation of
productivity improvements in manufacturing operations, (5) the ability to adapt
output to meet changing demand, (6) the successful installation and
implementation of SAP and other critical business transaction systems scheduled
for the second half of this year and (7) the need to respond to significant
changes in product demand and other unforeseen events.
The ability to achieve improved earnings and sales will also be affected by
external factors that may occur during the remainder of this year. These include
pricing pressure and other changes within competitive markets; the continued
consolidation of customers in consumer channels; increasing competition; changes
in trade, monetary and fiscal policies and laws; inflation; currency exchange
fluctuations, and the impact of dollar/foreign currency exchange rates on the
competitiveness of products; and recessionary or expansive trends in the
economies of the world in which the company operates.
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