STANLEY WORKS
8-K, 2000-07-12
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): July 11, 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 7 Pages


<PAGE>




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

                           1.       On July 11, 2000 John G. Breen and John D.
Opie were elected to the  Registrant's  Board of Directors.  Attached as Exhibit
20(i) is a copy of the Registrant's Press Release dated July 12, 2000 announcing
the election of the two new directors.

                           2.       In a Press Release dated July 12, 2000 the

Registrant  announced a third quarter regular  dividend of $.23 per share on the
Registrant's  common  stock.  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 July 12, 2000
                                        announcing the election of John G. Breen
                                        and John D. Opie to the Board of
                                        Directors.

                           20(ii)       Press   Release   dated  July  12,  2000
                                        announcing third quarter dividend on the
                                        company's common stock.

                                Page 2 of 7 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: July 12, 2000          By:       Jennifer O. Estabrook
                                       ---------------------
                                       Name: Jennifer O. Estabrook
                                       Title:Vice President, General
                                             Counsel and Secretary

                                Page 3 of 7 Pages


<PAGE>




                                  EXHIBIT INDEX

                           Current Report on Form 8-K

                               Dated July 11, 2000

                             Exhibit No.        Page

                             20 (i)               5

                             20 (ii)              7







































                                Page 4 of 7 Pages


<PAGE>



                                                              Exhibit 20 (i)

FOR IMMEDIATE RELEASE

THE STANLEY WORKS ADDS JOHN G. BREEN AND JOHN D. OPIE  TO  BOARD
OF  DIRECTORS

New  Britain,  Connecticut,  July 12,  2000 ...  The Board of  Directors  of The
Stanley Works (NYSE:  "SWK") announced the election of two new members.  John G.
Breen,  former  Chairman  and Chief  Executive  Officer of The  Sherwin-Williams
Company  and John D.  Opie,  former  Vice  Chairman  of the Board and  Executive
Officer of General Electric Company, were elected to Stanley's Board.

Mr. Breen joined  Sherwin-Williams in 1979 and led the company to 22 consecutive
years of earnings  improvement,  during  which time his  company's  market value
increased 41 times from $108 million to over $4 billion. John M. Trani, Chairman
and Chief  Executive  Officer of The Stanley  Works,  stated:  "Jack Breen has a
complete  knowledge  of the  markets,  customers  and end  users we  serve.  His
experience with mass merchandisers and home improvement centers is extensive and
will add great value to our efforts to grow our business."

Mr. Opie began a 39-year career with General Electric in 1961. After numerous
sales, manufacturing and marketing assignments, his appointments included the
top management position in five different operating units. Mr. Opie served as
President and CEO of GE Lighting from 1986 to 1995 and was promoted to the
position of Vice Chairman of the General Electric Company. He retired in April.
Mr. Trani commented: "John Opie brings an absolute wealth of business experience
to Stanley. His counsel will be invaluable to me and the other Board members as
Stanley embarks upon extending its distribution reach."

The  Stanley  Works,  an S&P 500  company,  is a  worldwide  supplier  of tools,
hardware and doors for professional, industrial and consumer use.

                                Page 5 of 7 Pages


<PAGE>



Investor  Gerard J. Gould                     Media    Vance N. Meyer
Contact:  Vice President, Investor Relations  Contact: Director, Communications
--------                                      --------
          (860) 827-3833 office                        & Public Affairs
          (860) 658-2718 home                          (860) 827-3871 office
          [email protected]                      (203) 795-0581 home


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."
























                                Page 6 of 7 Pages


<PAGE>


                                                               Exhibit 20 (ii)
FOR IMMEDIATE RELEASE
THE  STANLEY  WORKS  ANNOUNCES  33RD  CONSECUTIVE  ANNUAL  DIVIDEND  INCREASE
Company Increases Dividend Payment By 4.5%

New Britain,  Connecticut,  July 12, 2000 ... The Stanley  Works  (NYSE:  "SWK")
announced  today that its Board of Directors  approved a third  quarter  regular
dividend  of $.23 per share on the  company's  common  stock.  The  dividend  is
payable on  Tuesday,  September  26, 2000 to  shareowners  of record on Tuesday,
September  5, 2000.  This  represents a 4.5%  increase in the dividend  rate and
extends the company's records for the longest  consecutive  annual and quarterly
dividend  payments  among  industrial  companies  listed  on the New York  Stock
Exchange.  This is the 33rd  consecutive year in which Stanley has increased the
annual dividend payment to shareowners.

John M. Trani, Chairman and Chief Executive Officer, said: "Our strong cash flow
has enabled us to once again increase dividends to our shareowners. In addition,
we are  supplementing  the dividend with the  repurchase of shares of our common
stock and have repurchased over 3 million shares in the first half of this year.
Our  current  repurchase  program  of up to  10  million  shares  gives  us  the
flexibility to continue to use this avenue to enhance shareowner value."

The  Stanley  Works,  an S&P 500  company,  is a  worldwide  supplier  of tools,
hardware and doors for professional, industrial and consumer use.

Investor  Gerard J. Gould                     Media    Vance N. Meyer
Contact:  Vice President, Investor Relations  Contact: Director, Communications
--------                                      --------
          (860) 827-3833 office                         & Public Affairs
          (860) 658-2718                               (860) 827-3871 office
          [email protected]                      (203) 795-0581 home


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."


                                Page 7 of 7 Pages


<PAGE>





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