UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K/A
ANNUAL REPORT
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
______
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended January 1, 2000
______ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file 1-5224
The Stanley Works
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-0548860
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1000 Stanley Drive
New Britain, Connecticut 06053
(Address of principal executive offices) (Zip Code)
(860) 225-5111
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
Common Stock--Par Value $2.50 Per Share New York Stock Exchange
Pacific Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [x].
The aggregate market value of Common Stock, par value $2.50 per share, held by
non-affiliates (based upon the closing sale price on the New York Stock
Exchange) on March 28, 2000 was approximately $2.2 billion. As of March 28,
2000, there were 87,488,834 shares of Common Stock, par value $2.50 per share,
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareowners for the year ended January 1, 2000
are incorporated by reference into Parts I and II.
Portions of the definitive Proxy Statement dated March 14, 2000, filed with the
Commission pursuant to Regulation 14A, are incorporated by reference into Part
III.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to its
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.
THE STANLEY WORKS
By Stephen S. Weddle
_______________________________
Vice President, General Counsel
and Secretary
April 3, 2000
-2-
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EXHIBIT LIST
(3) (i) Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3(i) to the Annual Report on Form 10-K for the year ended January 2,
1999)
(ii) By-laws (incorporated reference to Exhibit 3(i) to the Quarterly Report
on Form 10-Q for the quarter ended July 4, 1998)
(4)(i) Indenture, dated as of April 1, 1986 between the Company and State Street
Bank and Trust Company, as successor trustee, defining the rights of holders of
7-3/8% Notes Due December 15, 2002 and 5.75% Notes Due March 1, 2004
(incorporated by reference to Exhibit 4(a) to Registration Statement No. 33-4344
filed March 27, 1986)
(ii) First Supplemental Indenture, dated as of June 15, 1992 between the
Company and State Street Bank and Trust Company, as successor
trustee(incorporated by reference to Exhibit (4)(c) to Registration Statement
No. 33-46212 filed July 21, 1992)
(a) Certificate of Designated Officers establishing Terms of 7-3/8%
Notes Due December 15, 2002 (incorporated by reference to Exhibit (4)(ii) to
Current Report on Form 8-K dated December 7, 1992)
(b) Certificate of Designated Officers establishing Terms of 5.75% Notes
Due March 1, 2004 (incorporated by reference to Exhibit 4(ii)(a) to the Annual
Report on Form 10-K for the year ended January 2, 1999)
(iii) Rights Agreement, dated January 31, 1996 (incorporated by reference to
Exhibit (4)(i) to Current Report on Form 8-K dated January 31, 1996)
(iv) (a) Amended and Restated Facility A (364 Day) Credit Agreement, dated as
of October 23, 1996, with the banks named therein and Citibank, N.A. as agent
(incorporated reference to Exhibit 4(iv) to the Annual Report on Form 10-K for
the year ended December 28, 1996)
(b) Credit Agreement, dated as of October 21, 1998, among the Company,
the Lenders named therein and Citibank, N.A. as agent (incorporated by reference
to Exhibit 4(iv)(c) to the Quarterly Report on Form 10-Q for the quarter ended
October 3, 1998)
(c) Credit Agreement, dated as of October 21, 1998, as amended and
restated as of October 20, 1999, among the Company, each lender that is a
signatory thereto and Citibank, N.A. as Agent for the Lenders (incorporated
reference to Exhibit 4(i) to the Quarterly Report on Form 10-Q for the quarter
ended October 2, 1999)
(v) Amended and Restated Facility B (Five Year) Credit Agreement, dated as of
October 23, 1996, with the banks named therein and Citibank, N.A. as agent
(incorporated reference to Exhibit 4(v) to the Annual Report on Form 10-K for
the year ended December 28, 1996)
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(10)(i) Executive Agreements (incorporated by reference to Exhibit 10(i) to the
Annual Report on Form 10-K for the year ended January 3, 1987)*
(ii) Deferred Compensation Plan for Non-Employee Directors as amended January
31, 1996 (incorporated by reference to Exhibit 10(i) to Current Report on Form
8-K dated January 31, 1996)*
(iii) 1988 Long-Term Stock Incentive Plan, as amended (incorporated by
reference to Exhibit 10(iii) to the Annual Report on Form 10-K for the year
ended January 3, 1998)*
(iv) Management Incentive Compensation Plan effective January 4, 1998
(incorporated by reference to Exhibit 10(iii) to the Quarterly Report on Form
10-Q for the quarter ended July 4, 1998)*
(v) Deferred Compensation Plan for Participants in Stanley's Management
Incentive Plan effective January 1, 1996 (incorporated by reference to Exhibit
10(v) to the Annual Report on Form 10-K for the year ended December 30, 1995)*
(vi) Supplemental Retirement and Account Value Plan for Salaried
Employees of The Stanley Works effective as of January 1, 2000*
(vii) Note Purchase Agreement, dated as of June 30, 1998, between the Stanley
Account Value Plan Trust, acting by and through Citibank, N.A. as trustee under
the trust agreement for the Stanley Account Value Plan, for $41,050,763
aggregate principal amount of 6.07% Senior ESOP Guaranteed Notes Due December
31, 2009 (incorporated by reference to Exhibit 10(i) to the Quarterly Report on
Form 10-Q for the quarter ended July 4, 1998)
(viii) New 1991 Loan Agreement, dated June 30, 1998, between The Stanley
Works, as lender, and Citibank, N.A., as trustee under the trust agreement for
the Stanley Account Value Plan, to refinance the 1991 Salaried Employee ESOP
Loan and the 1991 Hourly ESOP Loan and their related promissory notes
(incorporated by reference to Exhibit 10(ii) to the Quarterly Report on Form
10-Q for the quarter ended July 4, 1998)
(ix) (a) Supplemental Executive Retirement Program effective May 20, 1997
(incorporated by reference to Exhibit 10(xi)(a) to the Annual Report on Form
10-K for the year ended January 3, 1998)*
(b) Amendment to John M. Trani's Supplemental Executive Retirement
Program, dated September 17, 1997 (incorporated by reference to Exhibit
10(xi)(b) to the Annual Report on Form 10-K for the year ended January 3, 1998)*
(x) (a) The Stanley Works Non-Employee Directors' Benefit Trust Agreement
dated December 27, 1989 and amended as of January 1, 1991 by and between The
Stanley Works and Fleet National Bank, as successor trustee (incorporated by
reference to Exhibit (10)(xvii)(a) to Annual Report on Form 10-K for year ended
December 29, 1990)
* Management contract or compensation plan or arrangement
<PAGE>
(b) Stanley Works Employees' Benefit Trust Agreement dated December 27,
1989 and amended as of January 1, 1991 by and between The Stanley Works and
Fleet National Bank, as successor trustee (incorporated by reference to Exhibit
(10)(xvii)(b) to Annual Report on Form 10-K for year ended December 29, 1990)
(xi) Restated and Amended 1990 Stock Option Plan (incorporated by reference
to Exhibit 10 (xiii) to Annual Report on Form 10-K for the year ended December
28, 1996)
(xii) Master Leasing Agreement, dated September 1, 1992 between BLC
Corporation and The Stanley Works (incorporated by reference to Exhibit (10)(i)
to Quarterly Report on Form 10-Q for quarter ended September 26, 1992)
(xiii) The Stanley Works Stock Option Plan for Non- Employee Directors, as
amended December 18, 1996 (incorporated by reference to Exhibit 10(xvii) to the
Annual Report on Form 10-K for the year ended January 3, 1998)
(xiv) Employment Agreement effective December 27, 1996 between The Stanley
Works and John M. Trani (incorporated by reference to Exhibit 10(i) to Current
Report on Form 8-K dated January 2, 1997)*
(xv) Letter Agreement, dated April 30, 1996 between The Stanley Works and
Paul W. Russo (incorporated by reference to Exhibit 10(xx) to the Annual Report
on Form 10-K for the year ended January 3, 1998)*
(xvi) 1997 Long-Term Incentive Plan (incorporated by reference to Exhibit
10(xxi) to the Annual Report on Form 10-K for the year ended January 3, 1998)*
(xvii) Agreement, dated June 28, 1998 between The Stanley Works and Stef G.H.
Kranendijk (incorporated by reference to Exhibit 10(xvii) to the Annual Report
on Form 10-K for the year ended January 2, 1999)*
(xviii) Agreement, dated November 16, 1998 between The Stanley Works and John
A. Cosentino, Jr.(incorporated by reference to Exhibit 10(xviii) to the Annual
Report on Form 10-K for the year ended January 2, 1999)*
(xix) Agreement, dated May 7, 1999 between The Stanley Works and Ron Newcomb
(incorporated by reference to Exhibit 10(i) to the Quarterly Report on Form 10-Q
for the quarter ended July 3, 1999)*
(xx) Agreement, dated June 9, 1999 between The Stanley Works and James Loree
(incorporated by reference to Exhibit 10(ii) to the Quarterly Report on Form
10-Q for the quarter ended July 3, 1999)*
(xxi) Engagement Letter, dated August 26, 1999 between The Stanley Works and
Donald R. McIlnay (incorporated by reference to Exhibit 10(i) to the Quarterly
Report on Form 10-Q for the quarter ended October 2, 1999)*
* Management contract or compensation plan or arrangement
<PAGE>
(xxii) Agreement, dated November 16, 1998 between The Stanley
Works and John Turner*
(11) Statement re computation of per share earnings (the information required to
be presented in this exhibit appears in footnote J to the Company's Consolidated
Financial Statements set forth in the Annual Report to Shareholders for the year
ended January 1, 2000)
(12) Statement re computation of ratio of earnings to fixed charges
(13) Annual Report to Shareowners for the year ended January 1,
2000
(21) Subsidiaries of Registrant
(23) Consents of Independent Auditors (at pages F-2 and F-3)
(24) Power of Attorney
(27) Financial Data Schedule for 1999 Fiscal Year End
(99) (i) Financial Statements and report of independent auditors for the year
ended December 31, 1999, of The Stanley Works Account Value Plan
(ii) Policy on Confidential Proxy Voting and Independent Tabulation and
Inspection of Elections as adopted by The Board of Directors October 23, 1991
(incorporated by reference to Exhibit (28)(i) to the Quarterly Report on Form
10-Q for the quarter ended September 28, 1991)
* Management contract or compensation plan or arrangement
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
We, the undersigned officers and directors of The Stanley Works, a
Connecticut corporation (the "Corporation"), hereby severally constitute Stephen
S. Weddle, Jennifer O. Estabrook and Nancy M. Clark our true and lawful
attorneys with full power of substitution, to sign for us and in our names in
the capacities indicated below, the Annual Report on Form 10-K for the year
ended January 1, 2000 of the Corporation filed herewith (the "Form 10-K"), and
any and all amendments thereto, and generally to do all such things in our name
and on our behalf in our capacities as officers and directors to enable the
Corporation to comply with the annual filing requirements under the Securities
Exchange Act of 1934, as amended, including, all requirements of the Securities
and Exchange Commission, and all requirements of any other applicable law or
regulation, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or either of them, to such Form 10-K and any and all
amendments thereto.
SIGNATURE TITLE DATE
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John M. Trani Chairman, January 27, 2000
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John M. Trani Chief
Executive Officer
and Director
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SIGNATURE TITLE DATE
- --------- ----- ----
Stillman B. Brown Director January 27, 2000
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Stillman B. Brown
Edgar R. Fiedler Director January 27, 2000
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Edgar R. Fiedler
Director January 27, 2000
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Mannie L. Jackson
James G. Kaiser Director January 27, 2000
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James G. Kaiser
Eileen S. Kraus Director January 27, 2000
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Eileen S. Kraus
Hugo E. Uyterhoeven Director January 27, 2000
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Hugo E. Uyterhoeven
Walter W. Williams Director January 27, 2000
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Walter W. Williams
Kathryn D. Wriston Director January 27, 2000
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Kathryn D. Wriston
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