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
<PAGE>
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 30,414,600 kwh. of electric energy during 1999.
(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.
<PAGE>
(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
<PAGE>
(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 29th day of February, 2000.
The Stanley Works
By: /s/ JENNIFER O. ESTABROOK
Jennifer O. Estabrook
Assistant General Counsel
and Assistant Secretary
CORPORATE SEAL
Attest:
/s/ STEPHEN W. WEDDLE
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)
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A
The Stanley Works and Subsidiaries
Consolidating Statements of Operations
For the fiscal year ended January 1, 2000
(Unaudited, Thousands of Dollars)
Farmington Consolidated
River Power All Other Stanley
Company Subsidiaries Works
<S> <C> <C> <C>
----------- ------------ -----------
Net Sales $ - $2,751,800 $2,751,800
Costs and Expenses
Cost of sales (74) 1,813,974 1,813,900
Selling, general and
administrative - 703,000 703,000
Interest-net - 27,900 27,900
Other - net - (2,500) (2,500)
Restructuring - (21,300) (21,300)
---------- ------------ ------------
(74) 2,521,074 2,521,000
---------- ------------ ------------
Earnings Before Income Taxes 74 230,726 230,800
Income Taxes 26 80,774 80,800
---------- ------------ ------------
Net Earnings $ 48 $ 149,952 $ 150,000
========== ============ ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
The Stanley Works and Subsidiaries
Consolidating Balance Sheets
As of January 1, 2000
(Unaudited, Thousands of Dollars)
Farmington Consolidated
River Power All Other Stanley
Company Subsidiaries Eliminations Works
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ - $ 88,000 $ - $ 88,000
Accounts and notes receivable - 546,100 - 546,100
Inventories - 381,200 - 381,200
Deferred taxes - 34,200 - 34,200
Other current assets (2) 42,545 (1,043) 41,500
----------- ------------ ------------ ------------
Total Current Assets (2) 1,092,045 (1,043) 1,091,000
Property, Plant and Equipment 2,101 518,499 - 520,600
Goodwill and Other Intangibles - 185,200 - 185,200
Other Assets - 93,800 - 93,800
----------- ------------ ------------ ------------
Total Assets $ 2,099 $ 1,889,544 $ (1,043) $ 1,890,600
=========== ============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term borrowings $ - $ 145,300 $ - $ 145,300
Current maturities of long-term debt - 11,700 - 11,700
Accounts payable - 225,000 - 225,000
Accrued expenses 74 310,926 - 311,000
----------- ------------ ------------ -----------
Total Current Liabilities 74 692,926 - 693,000
Long-Term Debt - 290,000 - 290,000
Restructuring Reserves - 1,344 - 1,344
Other Liabilities 81 170,775 - 170,856
----------- ------------ ------------ -----------
Total Liabilities 81 1,155,119 - 1,155,200
Shareholders' Equity
Common Stock 150 230,750 - 230,900
Retained earnings 825 926,075 - 926,900
Accumulated other comprehensive loss - (99,200) - (99,200)
ESOP Debt - (202,200) - (202,200)
Affiliate Investment 1,043 - (1,043) -
------------ ------------- ------------ -----------
2,018 855,425 (1,043) 856,400
Less: cost of common stock in treasury - 121,000 - 121,000
------------ ------------- ------------ -----------
Total Shareholders' Equity 2,018 734,425 (1,043) 735,400
------------ ------------- ------------ -----------
Total Liabilities and Shareholders'
Equity $ 2,099 $1,889,544 $ (1,043) $1,890,600
============ ============ ============ ===========
</TABLE>
<PAGE>
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.
</LEGED>
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] JAN-01-2000
[PERIOD-END] JAN-01-2000
[BOOK-VALUE] PER-BOOK
[TOTAL-ASSETS] 1,890,600
[TOTAL-OPERATING-REVENUES] 2,751,800
[NET-INCOME] 150,000
</TABLE>
EXHIBIT C
Not Applicable
<PAGE>
ATTACHMENT 1
(All subsidiaries are included in the Consolidated Financial Statements of
The Stanley Works)
Jurisdiction of
Incorporation/
Corporate Name Organization
The Stanley Works Connecticut
The Farmington River Power Company Connecticut
Stanley Germany, Inc. Delaware
Stanley Foreign Sales Corporation Virgin Islands
Jensen Tools, Inc. Delaware
Stanley-Bostitch Holding Corporation Delaware
Stanley Logistics, Inc. Delaware
Stanley Fastening Systems, L.P. Delaware
Stanley Receivables Corporation Delaware
Stanley European Holdings, L.L.C. Delaware
Stanley Europe B.V.B.A. Belgium
Stanley Funding Corporation Delaware
The Stanley Works C.V. Netherlands
Stanley Canada, Inc. Ontario, 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
<PAGE>
Jurisdiction of
Incorporation/
Corporate Name Organization
(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
ZAG Industries Ltd. (90%) Israel
Stanley Works (Nederland) B.V. Netherlands
Stanley Doors France, S.A.S. France
Stanley Tools France, S.A.S. France
Stanley France, S.A.S. France
Societe De Fabrications
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
Bostitch AG Switzerland
<PAGE>
Jurisdiction of
Incorporation/
Corporate Name Organization
(The Stanley Works)
Stanley Italia S.r.l. Italy
FIDADUE S.r.l. Italy
Stanley Tools S.r.l. Italy
S.A. Stanley Works Belgium N.V. Belgium
International Staple &
Machine Co. N.V. Belgium
Stanley International Holdings, Inc. Delaware
Stanley Pacific Inc. Delaware
Stanley U.K. Holding Limited U.K.
ATRO Ltd. U.K.
The Stanley Works Ltd. U.K.
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 (Thailand) Ltd. Thailand
<PAGE>
Jurisdiction of
Incorporation/
Corporate Name Organization
(The Stanley Works)
Stanley Tools Poland Ltd. Poland
TONA a.s. (LTD) (82.62%) Czech Republic
P.T. Stanley Works Indonesia
(in liquidation) Indonesia
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
Stanley Chiro International Ltd. Taiwan
Beijing Daxing Stanley-Bostitch Metal
Industries Company Limited (98%) China
Stanley (Tianjin) International
Trading Company, Ltd. China
<PAGE>
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 supplier
of tools and door and related hardware products for professional, industrial and
consumer use. Stanley(R) is a brand recognized around the world for quality
and value.
In 1999, Stanley had net sales of $2.75 billion and employed approximately
16,300 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 1999, the Company completed most of the restructuring initiatives
announced in 1997. The 1997 plan called for spending $340 million, consisting of
$240 million of restructuring charges recorded in 1997 and $100 million of
restructuring relating transition costs incurred during 1997-1999. As a result
of these initiatives as of January 1, 2000, the Company has closed 50 facilities
and reduced employment by 5,300 people.
The Company's operations are classified into two industry segments:
Tools and Doors.
The Tools segment manufactures and markets consumer, industrial and
engineered tools and tool sets. 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(R),
Fat Max(TM),IntelliTools(TM), Contractor Grade(TM), Blackhawk(TM),
AccuScape(TM), Mosley-Stone(TM) and Goldblatt(R). Industrial tools includes
industrial and mechanics hand tools, including STANLEY-PROTO(R) industrial
tools and MAC(R) mechanics tools, and high-density industrial storage and
retrieval systems. Engineered tools includes BOSTITCH(R) 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.
<PAGE>
Stanley's door products are marketed under the Stanley(R) and Magic-Door(R)
brands. The Company's hardware products are marketed under the Stanley(R),
Stanley-Acmetrack(TM), Monarch(TM) and Acme(R) brands.
