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): May 26, 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
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Item 5. Other Events.
1. In a Press Release dated May 26, 2000, the Registrant
announced the election on May 26, 2000 of William Y. O'Connor to the Board
of Directors. Attached as Exhibit 20(i) is a copy of the Registrant's
Press Release.
2. In a Press Release dated May 30, 2000, the Registrant
announced a second quarter regular dividend of $.22 per share on the
Registrant's common stock and the authorization to repurchase, from time
to time, up to 10 million shares of the Registrant's common stock, in open
market purchases, tender offers and privately negotiated transactions.
Attached as Exhibit 20(ii) is a copy of the Registrant's Press Release.
Item 7. Financial Statements and Exhibits.
(c) 20(i) Press Release dated May 26, 2000
announcing the election of William Y. O'Connor
to the Board of Directors.
20(ii) Press Release dated May 30, 2000 announcing
second quarter dividend and share repurchase
authorization.
20(iii) Cautionary statements relating to forward
looking statements included in Item 5.
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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: May 30, 2000 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 May 30, 2000
Exhibit No. Page
20 (i) 5
20 (ii) 6
20 (iii) 8
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Exhibit 20 (i)
FOR IMMEDIATE RELEASE
THE STANLEY WORKS ADDS WILLIAM Y. O'CONNOR TO BOARD OF DIRECTORS
New Britain, Connecticut, May 26, 2000 ... The Board of Directors of The Stanley
Works (NYSE: "SWK") announced the election of a new member, William Y. O'Connor,
Chairman and Chief Executive Officer of GTECH Holdings Corporation, the world's
leading operator of computerized on-line lottery systems.
John M. Trani, Chairman and Chief Executive Officer of The Stanley Works,
stated, "We are very pleased that Bill O'Connor has joined Stanley's Board. Bill
has over 30 years of general management experience with companies that have
competed successfully on a global basis. These experiences, combined with his
strong advocacy of customer service, will bring great value to Stanley as we
continue on our journey to becoming a Great Brand."
O'Connor's background includes leadership positions with General Electric,
Contel Corporation, Scientific Atlanta and Ascom Timeplex, Inc., in addition to
his six years with GTECH. He is a 1967 graduate of Rensselaer Polytechnic
Institute, where he earned a Bachelor's degree in electrical engineering.
The Stanley Works, an S&P 500 company, is a worldwide supplier of tools,
hardware and doors for professional, industrial and consumer use.
Gerard J. Gould
Contact: Vice President, Investor Relations
(860) 827-3833 office
(860) 658-2718 home
[email protected]
The Stanley Works corporate press releases are available on the company's
corporate web site at http://www.stanleyworks.com. Click on "Investor Relations"
and then on "News Releases".
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Exhibit 20 (ii)
FOR IMMEDIATE RELEASE
THE STANLEY WORKS ANNOUNCES SECOND QUARTER DIVIDEND AND ADDITIONAL
AUTHORIZATION TO REPURCHASE COMMON STOCK
New Britain, Connecticut, May 30, 2000... The Board of Directors of The Stanley
Works (NYSE: "SWK") announced a second quarter regular dividend of $.22 per
common share, payable on Friday, June 30, 2000 to shareholders of record at the
close of business on Monday, June 5, 2000. This marks the 421st consecutive
quarter in which cash dividends have been paid, a record for industrial
companies listed on the New York Stock Exchange.
The company also announced that its Board of Directors has adopted a resolution
authorizing the repurchase, from time to time, of up to 10 million shares of the
company's common stock in open market purchases, tender offers and privately
negotiated transactions. The company has approximately 86.5 million shares
outstanding.
John M. Trani, Chairman and Chief Executive Officer, stated: "In the first five
months of this year, we repurchased 2.6 million common shares, virtually
completing our prior share repurchase authorization. Today's resolution by our
Board of Directors provides the flexibility to consider all options to deliver
shareowner value. Given our anticipated strong cash flows, we do not expect this
share repurchase program to have any effect on the quality of our capital
structure."
The Stanley Works, an S&P 500 company, is a worldwide supplier of tools,
hardware and doors for professional, industrial and consumer use.
Page 6 of 9 Page
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Gerard J. Gould
Contact: Vice President, Investor Relations
(860) 827-3833 office
(860) 658-2718 home
ggould @ stanleyworks.com
This press release contains forward-looking statements as to the company's
anticipation of strong cash flows and expectations that its share repurchase
program will have no effect on the quality of its capital structure. 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
corporate web site at http://www.stanleyworks.com. Click on "Investor Relations"
and then on "News Releases".
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Exhibit 20 (iii)
CAUTIONARY STATEMENTS
Under the Private Securities Litigation Reform Act of 1995
The statements in the company's press release, dated May 30, 2000, attached
to this Current Report on Form 8-K regarding the company's anticipation
of strong cash flows and expectations that its share repurchase program
will have no effect on the quality of its capital structure are forward
looking and inherently subject to risk and uncertainty.
Both are dependent on the company achieving its low double-digit percentage
earnings growth target and on the continued success of improvements in
processes to manage inventory and receivables levels. The company's ability
to achieve the earnings growth target is dependent upon:
(1) Reducing selling, general and administrative expenses as a percentage of
sales. The company's ability to reduce these expenses is dependent upon
various process improvement activities, the successful implementation of
changes to the sales organization and the reduction of transaction costs.
(2) Lowering product cost, which 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
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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.
(3) Sustaining the current effective income tax rate, which is dependent
upon the company's ability to complete an ongoing legal restructuring and
on the absence of any unforeseen changes in applicable tax laws or regulations.
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.
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