STANLEY WORKS
8-K, 2000-04-19
CUTLERY, HANDTOOLS & GENERAL HARDWARE
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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): April 19, 2000
                                                 ---------------


                                The Stanley Works
                               ------------------
               (Exact name of registrant as specified in charter)


  Connecticut                       1-5224                           06-0548860
- ---------------                   ------------                     -------------
(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 13 Pages


<PAGE>






         Item 5.           Other Events.
                           ------------

                           1.       On April 19, 2000, the Registrant announced
first quarter 2000 results.  Attached as Exhibit (20)(i) is a
copy of the Registrant's press release.


         Item 7.           Financial Statements and Exhibits.
                           ---------------------------------

                  (c)      20(i)        Press Release dated April 19, 2000
                                        announcing first quarter 2000 results.

                           20(ii)       Cautionary    statements   relating   to
                                        forward looking  statements  included in
                                        Exhibit  20(i)  and  made  today  at the
                                        Registrant's     Annual    Meeting    of
                                        Shareowners.

                               Page 2 of 13 Pages


<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 19, 2000                        By:         Stephen S. Weddle
                                                        -----------------
                                            Name:       Stephen S. Weddle
                                            Title:      Vice President, General
                                                        Counsel and Secretary

                               Page 3 of 13 Pages


<PAGE>





                                  EXHIBIT INDEX

                           Current Report on Form 8-K
                              Dated April 19, 2000



                      Exhibit No.                                      Page

                        20 (i)                                          5

                        20 (ii)                                         12







































                               Page 4 of 13 Pages


<PAGE>



                                                                 Exhibit 20 (i)

FOR IMMEDIATE RELEASE

STANLEY REPORTS 13% FIRST QUARTER EARNINGS PER SHARE  GROWTH

First  Double-Digit  Percentage  EPS  Gain  Since  First  Quarter
Of  1998

New Britain,  Connecticut,  April 19,  2000:  The Stanley  Works  (NYSE:  "SWK")
announced  that first  quarter net income was $48  million,  or $.54 per diluted
share, exceeding the $.51 First Call consensus of Wall Street analyst estimates.
In the first quarter last year, the company had "core"  earnings of $43 million,
or $.48 per diluted share.  Operating margin was 12.3%,  versus "core" operating
margin of 11.6% in the first quarter of 1999.

Core  results  in 1999  excluded  restructuring  charges,  restructuring-related
transition  costs and certain other non-  recurring  costs.  In mid-1999,  these
costs were eliminated,  and the additional disclosure of "core" earnings ceased.
Inclusive of such costs,  the company  earned $30  million,  or $.34 per diluted
share, in the first quarter of 1999.

Net sales were $695  million,  2% higher  than last  year,  on  strength  across
consumer and industrial tool channels in the Americas. Unit volume increased 3%,
offset by a 1% decline from foreign currency translation.  Pricing had virtually
no net impact on sales.  On a segment  basis,  sales  increased  3% in Tools and
decreased 4% in Doors.

John M. Trani, Chairman and Chief Executive Officer, commented: "With continuing
solid fill rates,  a steady  stream of new  products  and our 'War in the Store'
in-store  merchandising  initiatives,  we are  beginning to see better  results.
Sales volume was up over 10% in consumer hand tools and consumer mechanics tools
in the Americas. In addition,  our Mac(R) tools,  industrial mechanics tools and
Stanley(R) vehicle-assembly air tools had another solid revenue quarter.

                               Page 5 of 13 Pages


<PAGE>





"Lingering effects of the Hechinger liquidation upon our hardware business, soft
early-quarter  demand for doors in the Americas  following  high  fourth-quarter
program-driven  demand,  and weakness of European  currencies offset much of the
aforementioned  gains. Doors volume returned to a normal level by the end of the
quarter,  but the other two issues will have similar but lessening impact in the
second quarter."

Gross margin improved 220 basis points to 37.0% compared with first-quarter 1999
"core"  gross  margin of  34.8%,  despite  commodity  cost  pressures.  Benefits
continue to be  realized  from the  combination  of  improved  cost  controls in
operations,  1997-1999  restructuring  efforts,  higher  volumes  and  continued
progress on purchased material cost despite inflationary pressures.

Selling, general and administrative expenses of $172 million were 24.7% of sales
or 150 basis points above the 23.2% in the first  quarter of 1999.  As expected,
such  expenses  approximated  the  percentage  of sales  incurred  in the fourth
quarter of 1999. These costs as a percentage of sales should begin to decline in
the second quarter.

The company's income tax rate was 34%, versus 36% in the first quarter last year
and 35% for the year  1999,  reflecting  the  continued  benefit  of  structural
changes. The company expects the 34% rate to be sustainable.

Accounts  receivable  increased $38 million from year-end due to normal seasonal
monthly sales patterns.  Inventories increased $10 million as they traditionally
do in the first quarter as the company prepares for its peak selling season.

Tools  sales  increased  3.5% over the first  quarter  of 1999 to $544  million.
Operating  margin was 13.6%,  compared with 12.7% "core" operating margin in the
same period last year.  Doors  segment sales  decreased  4.2% versus last year's
first quarter to $152 million. The Doors segment core operating margin decreased
to 7.5% of sales,  compared with 8.1% last year, largely due to lower volume and
a continuing shift in the mix of product to lower-margin retail channels.

Mr. Trani expressed cautious optimism: "As expected,  productivity was the story
of our first 2000 quarter. For the third consecutive quarter our operations team
made progress in lowering our cost base.  After the second quarter,  Hechinger's
and currency  comparisons should become less problematic.  These conditions bode
well for  performance  in the  remainder of the year. We are on track to achieve
our financial  objectives for 2000: low double-digit  percentage earnings growth
and over $250 million of cash flow from operations."

                               Page 6 of 13 Pages


<PAGE>



Reflecting its confidence in the near-term outlook,  the company repurchased two
million of its common shares  during the quarter.  The company plans to continue
its share repurchase program from time to time.

The Stanley Works, an S&P 500 company,  is a worldwide  supplier of tools,  door
systems and related hardware 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]

This press  release  contains  forward-looking  statements  as to the  company's
ability  to  sustain a 34%  income  tax rate,  to reduce  selling,  general  and
administrative  expenses  as a  percentage  of  sales  beginning  in the  second
quarter,  and to deliver low  double-digit  percentage  earnings growth and over
$250  million in cash flow from  operations  in the full year  2000.  Cautionary
statements  accompanying these  forward-looking  statements are set forth, along
with this news  release,  in a Form 8-K filed with the  Securities  and Exchange
Commission today.

The Stanley  Works  corporate  press  releases are  available  on the  company's
Internet web site at  www.stanleyworks.com.  Alternatively,  they are  available
through PR Newswire's  "Company News  On-Call"  service by FAX at  800-758-5804,
ext. 874363.

                               Page 7 of 13 Pages


<PAGE>



                       THE STANLEY WORKS AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            (Unaudited, Millions of Dollars Except Per Share Amounts)



                             First Quarter

                             2000     1999

Net Sales                  $ 695.4  $ 683.7

Costs and Expenses
  Cost of sales              438.0    451.4
  Selling, general and
    administrative           171.9    173.1
  Interest - net               6.5      7.2
  Other - net                  6.0      4.6
                            ------   ------
                             622.4    636.3
                            ______   ______
Earnings Before
    Income Taxes              73.0     47.4

  Income Taxes                24.8     17.1
                           -------  -------
Net Earnings               $  48.2  $  30.3
                           =======   ======



Net Earnings Per Share
    Common Stock

     Basic                 $  0.54  $  0.34
                            =======  =======

     Diluted               $  0.54  $  0.34
                            =======  =======

Dividends Per Share        $  0.22  $  0.215
                            =======  ========


Average Shares Outstanding
    (in thousands)

     Basic                  88,936   89,446
                           ========  =======

     Diluted                89,158   89,642
                           ========  =======










                               Page 8 of 13 Pages


<PAGE>




                  THE STANLEY WORKS AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS
                   (Unaudited, Millions of Dollars)


                                April 1         April 3
                                 2000            1999
                                -------         -----
ASSETS
  Cash and cash equivalents   $   128.9        $   80.5
  Accounts receivable             584.4           552.9
  Inventories                     390.8           367.6
  Other current assets             75.5            84.5
                                -------         -------
     Total current assets       1,179.6         1,085.5
                                -------         -------

  Property, plant and equipment   522.2           487.2
  Goodwill and other intangibles  181.6           191.2
  Other assets                     84.3           137.5
                              _________       _________
                              $ 1,967.7       $ 1,901.4
                               ========        ========


LIABILITIES AND SHAREOWNERS' EQUITY
  Short-term borrowings       $   290.3       $   260.5
  Accounts payable                223.2           166.6
  Accrued expenses                295.4           284.7
                               --------        --------

     Total current liabilities    808.9           711.8
                               --------        --------

  Long-term debt                  277.4           306.7
  Other long-term liabilities     167.1           209.2
  Shareowners' equity             714.3           673.7
                                -------         -------

                              $ 1,967.7       $ 1,901.4
                               ========        ========


















                               Page 9 of 13 Pages


<PAGE>




                  THE STANLEY WORKS AND SUBSIDIARIES
                     SUMMARY OF CASH FLOW ACTIVITY
                   (Unaudited, Millions of Dollars)


                                        First Quarter

                                        2000      1999

Operating Activities
   Net earnings                       $  48.2   $  30.3
   Depreciation and amortization         23.7      24.1
   Other non-cash items                   7.2       4.4
   Changes in working capital           (61.6)    (41.2)
   Changes in other operating
      Assets and liabilities            (20.0)    (13.1)
                                        ------    ------
   Net cash provided (used) by
      operating activities               (2.5)      4.5


Investing and Financing Activities
   Capital and software expenditures    (16.0)    (25.0)
   Proceeds from sales of assets          0.7       5.4
   Net borrowing activity               127.9       9.4
   Net stock transactions               (44.0)     (0.6)
   Cash dividends on common stock       (19.5)    (19.1)
   Other                                 (5.7)     (4.2)
   Net cash provided (used) by
      investing and financing          _______    ______
      activities                         43.4     (34.1)

Increase (Decrease) in Cash and
   and Cash Equivalents                  40.9     (29.6)

Cash and Cash Equivalents,
   Beginning of Period                   88.0     110.1
                                       ------    ------

Cash and Cash Equivalents,
   End of First Quarter               $ 128.9   $  80.5
                                       ======    ======
















                               Page 10 of 13 Pages


<PAGE>




                  THE STANLEY WORKS AND SUBSIDIARIES
                     BUSINESS SEGMENT INFORMATION
                   (Unaudited, Millions of Dollars)


                           First Quarter

                           2000      1999

INDUSTRY SEGMENTS
Net Sales

  Tools                   $ 543.7  $ 525.4
  Doors                     151.7    158.3
                           ------   ------

  Consolidated            $ 695.4  $ 683.7
                           ======   ======


Operating Profit

  Tools                   $  74.1  $  66.5
  Doors                      11.4     12.9
                           ------   ------
                             85.5     79.4

  Restructuring-related
    transition and other
    non-recurring costs        -     (20.2)
  Interest-net               (6.5)    (7.2)
  Other-net                  (6.0)    (4.6)
                           -------  -------
  Earnings before
      income taxes        $  73.0   $ 47.4
                           ======    ======
























                               Page 11 of 13 Pages


<PAGE>
                                                              Exhibit (20) (ii)

                              CAUTIONARY STATEMENTS
           Under the Private Securities Litigation Reform Act of 1995

The statements in the company's press release attached to this Current Report on
Form 8-K and made  today at the  Annual  Meeting of  Shareowners  regarding  the
company's ability (1) to reduce selling,  general and administrative expenses as
a percentage of sales beginning in the second  quarter,  (2)to lower the product
cost base by $80 million this year, (3) to deliver low double- digit  percentage
earnings  growth and over $250 million in cash flow from  operations in the full
year 2000 and (4) to sustain the current  effective  income tax rate are forward
looking and inherently subject to risk and uncertainty.

The company's ability to reduce selling,  general and administrative expenses as
a percentage of sales  beginning in the second quarter is dependent upon various
process improvement activities,  the successful implementation of changes to the
sales organization and the reduction of transaction costs.

The  company's  ability to lower its product  cost by $80  million  this year is
dependent  on the success of various  initiatives  that are underway or that are
being  developed to improve  manufacturing  operations and to implement  related
control systems.  The success of these initiatives is dependent on the company's
ability to increase the efficiency of its routine business processes, to develop
and implement  process control systems,  to mitigate the effects of any material
cost  inflation,  to  develop  and  execute  comprehensive  plans  for  facility
consolidations, the availability of vendors to perform outsourced functions, the
successful  recruitment  and training of new  employees,  the  resolution of any
labor issues related to closing  facilities,  the need to respond to significant
changes in product  demand  while any facility  consolidation  is in process and
other unforeseen events.

The company's ability to achieve low double-digit  percentage earnings growth is
dependent upon all of the factors  discussed in this Cautionary  Statement.  Its
ability  to  generate  $250  million  of cash  flow from  operations  in 2000 is
dependent on achieving the earnings  growth target and the continued  success of
improvements in processes to manage inventory and receivables levels.

The  company's  ability  to sustain  the  current  effective  income tax rate is
dependent  upon its ability to complete an ongoing legal  restructuring  and the
absence of any unforeseen changes in applicable tax laws or regulations.

                               Page 12 of 13 Pages


<PAGE>


The company's  ability to achieve the  objectives  discussed  above will also be
affected by external  factors.  These external  factors 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,  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.

                               Page 13 of 13 Pages


<PAGE>





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