-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, RUI4UW8q4x792fd3qSq5585NStQFpwtZqEZ/Leo+VxmGgl+w4LvUAX/CYr1P8PLq MakFighrBRrHe1La2GQhdA== 0000093556-94-000006.txt : 19940407 0000093556-94-000006.hdr.sgml : 19940407 ACCESSION NUMBER: 0000093556-94-000006 CONFORMED SUBMISSION TYPE: U-3A-2 CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANLEY WORKS CENTRAL INDEX KEY: 0000093556 STANDARD INDUSTRIAL CLASSIFICATION: 3420 IRS NUMBER: 060548860 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-3A-2 SEC ACT: 35 SEC FILE NUMBER: 069-00376 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 1000 STANLEY DR STREET 2: P O BOX 7000 CITY: NEW BRITAIN STATE: CT ZIP: 06053 BUSINESS PHONE: 2032255111 U-3A-2 1 STATEMENT OF EXEMPTION THIS IS A CONFIRMING COPY OF THE FORM U-3A-2 THAT WAS FILED IN PAPER FORMAT ON FEBRUARY 28, 1994 RATHER THAN IN ELECTRONIC FORMAT AS REQUIRED BY RULE 101(a)(V) OF REGULATION S-T 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 THE STANLEY WORKS hereby files with the Securities and Exchange Commission, pursuant to Rule U- 3A-2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935. In support of such claim for exemption the following information is submitted: 1. Name, State of organization, location and nature of business of claimant and every subsidiary thereof. The Stanley Works ("Stanley") 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 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 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 such purposes 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 a 69 kv transmission line, with 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, a portion of a 69 kv transmission line 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 28,747,669 kwh. of electric energy during 1993. (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. (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. The above-named claimant has caused this statement to be duly executed on its behalf by its authorized officer on this 28th day of February, 1994. The Stanley Works By: /s/ Thomas J. Williams Associate General Counsel and Assistant Secretary CORPORATE SEAL Attest: /s/ Brenda Bemben Name, title and address of officer to whom notices and correspondence concerning this statement should be addressed. Thomas J. Williams Associate General Counsel (Name) (Title) 1000 Stanley Drive, New Britain, CT 06053 (Address) EXHIBIT A Consolidated Statements of Earnings The Stanley Works and Subsidiaries
Fiscal years ended January 1, 1994, January 2, 1993 and December 28, 1991 (Millions of Dollars, except per share amounts) 1993 1992* 1991* Net Sales $2,273.1 $2,195.6 $1,942.2 Costs and Expenses Cost of sales 1,553.0 1,466.0 1,281.0 Selling, general and administrative 512.3 526.7 462.3 Interest-net 25.2 26.5 25.9 Other-net 34.6 18.3 16.5 ------- ------- ------- 2,125.1 2,037.5 1,785.7 ------- ------- ------- Earnings before Income Taxes and Cumulative Effect of Accounting Changes 148.0 158.1 156.5 Income Taxes Currently payable 61.0 72.2 52.3 Deferred (5.6) (12.2) 7.1 ----- ----- ---- 55.4 60.0 59.4 Earnings before Cumulative Effect of Accounting Changes 92.6 98.1 97.1 Cumulative effect of accounting changes (8.5) (12.5) ------- ------- ------ Net Earnings $84.1 $98.1 $84.6 ======= ======= ====== Earnings Per Share of Common Stock: Before cumulative effect of accounting changes $2.06 $2.15 $2.24 Cumulative effect of accounting changes (.19) (.29) ------- ------- ------ Net Earnings Per Share of Common Stock $1.87 $2.15 $1.95 ======== ======= ====== See notes to consolidated financial statements. * Reclassified to conform with the 1993 presentation.
Consolidated Balance Sheets The Stanley Works and Subsidiaries
January 1, 1994 and January 2, 1993 (Millions of Dollars) 1993 1992 ASSETS Current Assets Cash and cash equivalents $43.7 $81.1 Accounts and notes receivable, net 371.2 354.9 Inventories 308.1 302.0 Other current assets 35.6 40.7 ------ ------ Total Current Assets 758.6 778.7 Property, Plant and Equipment 566.5 566.6 Goodwill and Other Intangibles 171.5 175.3 Investments and Other Assets 80.3 87.0 ------- -------- Total Assets $1,576.9 $1,607.6 ======== ======== LIABILITIES AND SHAREHOLDERS EQUITY Current Liabilities Notes payable to banks $42.3 $20.2 Current maturities of long-term debt 9.8 8.4 Accounts payable 103.3 114.0 Accrued expenses 197.6 184.2 Income taxes 4.1 3.1 ------ ----- Total Current Liabilities 357.1 329.9 Long-Term Debt 377.2 438.0 Deferred Income Taxes 36.0 54.8 Other Liabilities 125.7 88.6 Shareholders' Equity Preferred Stock, without par value: Authorized and unissued 10,000,000 shares Common Stock, par value $2.50 per share: Authorized 110,000,000 shares; issued 46,171,705 shares in 1993 and 1992 115.4 115.4 Capital in excess of par value 73.1 75.8 Retained earnings 871.1 843.7 Foreign currency translation adjustment (56.7) (41.5) ESOP debt (261.5) (268.8) ------- ------- 741.4 724.6 Less: cost of common stock in treasury (1,476,074 shares in 1993 and 732,851 shares in 1992) 60.5 28.3 ------- ------- Total Shareholders' Equity 680.9 696.3 --------- --------- Total Liabilities and Shareholders' Equity $1,576.9 $1,607.6 ========= ========= See notes to consolidated financial statements.
Consolidated Statements of Cash Flows The Stanley Works and Subsidiaries
Fiscal years ended January 1, 1994, January 2, 1993 and December 28, 1991 (Millions of Dollars) 1993 1992 1991 Operating Activities: Net earnings $84.1 $98.1 $84.6 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 80.7 78.5 74.9 Gain on sale of non-operating asset (29.0) (25.8) Provision for postemployment and postretirement benefits 13.6 20.6 Other non-cash items 9.4 16.0 (.6) Changes in operating assets and liabilities: Accounts and notes receivable (19.7) 13.1 9.8 Inventories (15.5) (6.6) .5 Accounts payable and accrued expenses 16.0 17.2 (6.1) Income taxes 1.0 1.8 2.4 Other 5.9 (7.3) (6.1) ------ ------ ------ Net cash provided by operating activities 146.5 185.0 180.0 ------ ------ ------ Investing Activities: Capital expenditures (69.7) (65.1) (61.1) Proceeds from sales of assets 6.6 8.2 11.8 Proceeds from sale of non-operating asset 38.9 35.2 Business acquisitions (13.3) (105.8) (54.7) Proceeds from sale of businesses 2.9 Other (13.2) (10.6) (8.0) ------ ------ ------ Net cash used by investing activities (50.7) (138.1) (109.1) ------ ------ ------ Financing Activities: Payments on long-term debt (133.8) (69.8) (256.3) Proceeds from long-term borrowings 78.5 120.2 240.3 Loan to ESOP (180.0) Net short-term bank financing 22.3 5.1 (2.6) Proceeds from issuance of common stock 4.6 3.6 184.6 Purchase of common stock for treasury (42.3) (25.0) (37.2) Cash dividends on common stock (60.5) (57.5) (52.3) ------ ------ ------ Net cash used by financing activities (131.2) (23.4) (103.5) ------ ------ ------ Effect of exchange rate changes on cash (2.0) (.7) (3.8) ------ ------ ------ Increase (decrease) in cash and cash equivalents (37.4) 22.8 (36.4) Cash and cash equivalents, beginning of year 81.1 58.3 94.7 ------ ------ ------ Cash and cash equivalents, end of year $43.7 $81.1 $58.3 ====== ====== ====== See notes to consolidated financial statements.
Consolidated Statements of Changes in Shareholders' Equity The Stanley Works and Subsidiaries
Fiscal years ended January 1, 1994, January 2, 1993 and December 28, 1991 (Millions of Dollars) Capital Trans- In Excess lation Share- Common of Par Retained Adjust- ESOP Treasury holders Stock Value Earnings ments Debt Stock Equity Bal December 30, 1990 $113.2 $59.3 $756.9 $(8.1) $(102.9) $(139.1) $679.3 Net earnings 84.6 84.6 Cash dividends declared - $1.22 per share (53.8) (53.8) Issuance of common stock 1.5 31.4 152.9 185.8 Purchase of common stock (37.2) (37.2) ESOP debt (173.2) (173.2) ESOP tax benefit 3.0 3.0 ----------------------------------------------------------- Bal Dec 28, 1991 114.7 90.7 790.7 (8.1) (276.1) (23.4) 688.5 Pooling of interests .7 (13.4) 9.8 12.7 9.8 ----------------------------------------------------------- Bal Dec 29, 1991 115.4 77.3 800.5 (8.1) (276.1) (10.7) 698.3 Net earnings 98.1 98.1 Currency translation adj (33.4) (33.4) Cash dividends declared - $1.28 per share (58.5) (58.5) Issuance of common stock (1.5) 10.1 8.6 Purchase of common stock (27.7) (27.7) ESOP debt 7.3 7.3 ESOP tax benefit 3.6 3.6 ---------------------------------------------------------- Bal Jan 2, 1993 115.4 75.8 843.7 (41.5) (268.8) (28.3) 696.3 Net earnings 84.1 84.1 Currency translation adj (15.2) (15.2) Cash dividends declared - $1.34 per share (60.1) (60.1) Issuance of common stock (2.7) 15.7 13.0 Purchase of common stock (47.9) (47.9) ESOP debt 7.3 7.3 ESOP tax benefit 3.4 3.4 ------------------------------------------------------------ Bal Jan 1, 1994 $115.4 $73.1 $871.1 $(56.7) $(261.5) $(60.5) $680.9 ============================================================ See notes to consolidated financial statements.
FARMINGTON RIVER POWER PROFIT & LOSS SUMMARY DEC/93 - ACTUAL RATES (in thousands of dollars)
YTD YTD DEC/93 DEC/92 ACTUAL ACTUAL NET SALES - A - - STD MFG COST OF SALES --------------------- MATERIAL - B - - LABOR - C - - OVERHEAD - D - - AFFILIATE - - ____________ ____________ TOTAL - - ____________ _____________ STANDARD GROSS PROFIT - - OTHER COSTS/CREDITS ------------------- INVENTORY LOSSES & ADJ - E - - PURCH PRICE VARIANCE - - OTHER COST OF SALES - F (75.8) 456.0 MANUFACTURING VARIANCE - G - - ____________ _____________ TOTAL (75.8) 456.0 ____________ _____________ ACTUAL GROSS PROFIT 75.8 (456.0) OPERATING EXPENSES ------------------------- RESEARCH, DEV, & ENGR - H - - MARKETING EXP - I - - ADVER & SALES PROMOTION - J - - SELLING EXPENSE - K - - DISTRIBUTION EXPENSE - L - - ADMINISTRATIVE EXPENSE - M - 5.4 CORP EXPENSE ALLOCATION - - SPECIAL PROJECT EXPENSE - - ____________ ____________ TOTAL - 5.4 ____________ ____________ OPERATING PROFIT 75.8 (461.4) INTEREST-NET - N - - OTHER-NET - O 8.8 - ____________ ____________ PRETAX PROFIT 67.1 (461.4) PROV FOR TAXES (23.5) 154.2 ____________ ______________ AFTER TAX PROFIT 43.6 (307.2) ============================
FARMINGTON RIVER POWER BALANCE SHEET SUMMARY DEC/93 - ACTUAL RATES (in thousands of dollars)
CURRENT CURRENT MONTH MONTH PRIOR YEAR ASSETS CASH - - SHORT TERM SECURITIES $ - - NOTES & ACCTS REC -1- - - AFFIL ACCTS REC -2- - - NET INVENTORY -3- 7.3 11.8 PREPAID EXPENSES - 1.4 ______________ _______________ TOTAL CURRENT ASSETS 7.3 13.2 ______________ _______________ INVEST & OTHER ASSETS -4- (.7) - AFFIL INVEST-NOTES & ADVANCES -5- - - NET PROPERTY, PLANT, & EQUIP -6- 2,183.6 392.0 OTHER DEFERRED CHARGES - - _______________ _______________ TOTAL ASSETS 2,190.2 405.2 ================================== NOTES PAYABLE -7- - - ACCOUNTS PAYABLE -8- 20.9 7.9 DIV PAYABLE $ - - AFFIL - ACCTS PAYABLE -9- 1,710.2 - ACCRUED LIABILITIES -10- 89.2 98.1 ACCRUED INCOME TAX -PRIOR YEAR - - ACCRUED INCOME TAXES-CURRENT YEAR 24.1 (156.6) GENERAL LIABILITIES LIAB FOR PENSION - - __________ __________ TOTAL CURRENT LIAB 1,844.4 (50.7) _________ ___________ LONG TERM DEBT - - FUNDED DEBT - - DEFERRED LIAB & RESERVES DEFERRED TAXES 11.5 12.1 AFFIL N/P, ADVANCES -11- - - _________ ____________ TOTAL LT LIABILITIES 11.5 12.1 ___________ ____________ DIVISION INVESTMENT ACCT -12- (249.0) (96.0) COMMON STOCK -13- 150.0 150.0 SURPLUS-CURRENCY TRANSL. - - CAPITAL SURPLUS - - EARNED SURPLUS-BEG OF YEAR 433.4 389.8 EARNED SURPLUS-CURRENT YEAR __________ ____________ TOTAL NET WORTH 334.4 443.8 __________ ___________ TOTAL LIABIL & NET WORTH 2,190.2 405.2 =============================
TRIAL BALANCE 03/16/94 FARMINGTON RIVER POWER DEC 1993 YTD PRIOR 13110 OPERATING SUPPLIES 7,285 INVGROSS INVENTORY - GROSS 7,285 INVNET NET INVENTORY 7,285 BAL 3 PREPAIDS PREPAID EXPENSES 3 OTHCUR OTHER CURRENT ASSETS 3 CURASSETS TOTAL CURRENT ASSET 7,288 17510 PREPAID PENSION EXP (721) INVOTHASS INVEST & OTHER ASSE (721) 21000 LAND 117,884 21100 LAND IMPROVEMENTS 30,335 21200 BUILDINGS 2,532,323 21400 MACHINERY & EQUIPMENT 431,102 21600 OFFICE FURN & EQUIP 5,178 21700 TRANSPORTATION EQUIP 86,652 21800 CONSTR IN PROGRESS 333,113 PPEGROSS PROP, PLANT & EQUIP- 3,536,587 23100 ACC DEPR - LAND IMPROV (21,348) 23200 ACC DEPR - BUILDINGS (845,228) 23400 ACC DEPR - MACH & EQUIP (403,421) 23600 ACC DEPR - FURN & EQUIP (4,956) 23700 ACC DEPR - TRANSP EQUIP (77,987) ACCDEPR ACC DEPR TOTAL (1,352,940) NETPPE NET PROP,PLANT & EQUIP 2,183,647 LTASSETS TOTAL LONG TERM ASSE 2,182,926 TOTASSET TOTAL ASSETS 2,190,214 30200 A/P - TRADE (1,671) 30400 MISC P/R DED (18,925) 30480 STOCK SUBSCRIPTIONS (270) MISCPR TOT MISC P/R DEDUCT (19,195) ACCTPYBL ACCOUNTS PAYABLE (20,866) 31000 AFFIL - CURR PAYABLE (1,710,228) 32000 ACCRUED PAYROLL (899) 32100 OTH ACCR P/R EXP (10,733) 32200 ACCR P/R TAXES (12,360) 32320 PROPERTY TAXES (56,032) 32330 SALES TAXES (5,767) 32684 ACCRUED AUTO LIABILITY (4,150) ACCRLIABS ACCRUED LIABILITIES (89,941) 32970 ACCD INC TAX - C/Y - FE (24,083) ACCRTAX ACCRUED TAXES (24,083) 33120 PENS LIAB - DEF CONTRIB 721 ACCRPEN ACCRUED PENSION 721 CURLIAB TOTAL CURRENT LIAB (1,844,397) 35210 DEF NATL INC TAXES (7,753) 35220 DEF LOCAL INC TAXES (3,709) DEFTAXLT DEFERRED TAXES (11,462) LTLIAB TOTAL LT LIABILITIES (11,462) TOTLIAB TOTAL LIABILITIES (1,855,859) 37000 AFFIL - INVESTMENTS 249,047 38000 COMM STK SUBSIDIARY CO (150,000) COMMSTK TOTAL COMMON STOCK (150,000) 39920 RETAINED EARNINGS - BEG (389,792) 39920NI NET INCOME (43,610) 39920EB RETAINED EARNINGS - E (433,402) 83610 PLANT ENG EXPENSE (75,840) COSOTHER OTHER COST OF SALES (75,840) TOTOTHCOS OTHER COST/CREDITS (75,840) COSTOTAL COST OF SALES (75,840) GPACTUAL ACTUAL GROSS PROFIT 75,840 OPERPROF OPERATING PROFIT 75,840 97420 G/L ASSET DISP-TAX-RE 9,361 97820 OTHER INC(EXP) - NET (589) OTHER OTHER - NET 8,772 PRETAX PRETAX PROFIT (67,068) 99110 INCOME TAXES - U.S. 23,834 99120 INCOME TAXES - STATE (376) EARNBFCHG EARNINGS BEFORE CUMU (43,610) NETEARN NET EARNINGS (43,610)
ATTACHMENT 1 Page 1 of 5 pages EXHIBIT 22 (All subsidiaries are included in the Consolidated Financial Statements of The Stanley Works) Jurisdiction of Corporate Name Incorporation The Stanley Works Connecticut The Farmington River Power Company Connecticut Mac Tools, Inc. Ohio Stanley-Vidmar, Inc. Connecticut Stanley-Vidmar Systems, Inc. Delaware Stanley Germany Inc. Delaware Stanley International Sales, Inc. Delaware Stanley Inter-America Distribution Center, Inc. Delaware Stanley Foreign Sales Corporation Virgin Islands Stanley Works Financial Inc. Delaware Stanley Door Systems Inc. Michigan Stanley Structures, Inc. Delaware Wyoming Prestress Co. Wyoming Stanley Magic-Door, Inc. Delaware Stanley Home Automation, Inc. Delaware General Rental Co., Inc. Florida Taylor Rental Center, Inc. Massachusetts Taylor Financial Corp. Nevada Page 2 of 5 pages EXHIBIT 22 Jurisdiction of Incorporation (The Stanley Works) J. B. Acquisition Corp. Delaware JB Supplies, Inc. Minnesota American Brush Company, Inc. Massachusetts Jensen Tools, Inc. Delaware Wondura Products, Inc. dba Monarch Mirror Door, Inc. New Jersey Monarch Mirror Door Company Inc. California Monarch Norcal, Inc. California Monarch Mirror Door, Canada, Inc. Ontario, Canada LaBounty Manufacturing, Inc. Minnesota LaBounty Manufacturing (60%) Australia Allied Construction (49%) U.K. Equipment, Ltd. Stanley-Bostitch, Inc. Delaware Stanley-Bostitch Holding Corporation Delaware Hartco Company Illinois Halstead Enterprises, Inc. California The Stanley Works Funding Corporation Delaware Stanley Canada Inc. Canada Stanley Acmetrack Limited Canada Stanley Tools (N.Z.) Ltd. New Zealand Ferramentas Stanley Ltda. Brazil Page 3 of 5 pages EXHIBIT 22 Jurisdiction of Incorporation (The Stanley Works) Herramientas Stanley S.A. de C.V. Mexico Herramientas Stanley S.A. Colombia Stanley-Bostitch, S.A. de C.V. Mexico Stanley Tools SpA Italy S.I.C.F.O.-Stanley S.A. France Stanley Europe B.V. Netherlands Stanley Atlantic, Inc. Delaware The Stanley Works Ltd. U.K. Mosley-Stone Ltd. U.K. K. J. Tool Company Ltd England Mosley-Stone (1979) Ltd England E. Mosley (Brushes) Ltd England J. C. Hayes (Tools) Ltd England Faulkner Roller Company Ltd England Stone Brothers (Brushes) Ltd England Pear Tree Tools Ltd England Alpha Handles Ltd England Sentinal Forge Ltd England Stanley Works (Nederland) B.V. Netherlands Stanley Magic-Door Netherlands B.V. Netherlands Page 4 of 5 pages EXHIBIT 22 Jurisdiction of Incorporation (The Stanley Works) Placements et Rangements Nirva S.a.R.L. France Societe Civile Immobiliere WAT France Stanley Vaerktoej og beslag Aps Denmark Stanley Svenskas A.B. Sweden Suomen Stanley oy Finland Bostitch G.m.b.H. Germany Friess G.m.b.H. Germany Stanley Bostitch S.A. France Soc. de Fab. Bostitch S.A. France (Simax) Bostitch Europe, A.G. Switzerland Bostitch A.G. Switzerland S.A. Stanley Works Belgium N.V. Belgium Stanley International Holdings Inc. Delaware Stanley Pacific Inc. Delaware/Australia Stanley-Bostitch Pty. Limited Australia 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 Asia Pacific Ltd. Taiwan Chiro Tool Manufacturing Corporation Taiwan Page 5 of 5 pages EXHIBIT 22 Jurisdiction of Incorporation (The Stanley Works) The Stanley Works (Bermuda) Ltd. Bermuda The Stanley Works Japan K.K. (95%) Japan Stanley Tools Thailand Ltd. Thailand Stanley Tools Poland Ltd. (51%) Poland Tona a.s. Pecky (70%) Czechoslovakia Dudley Shearing Sales Limited U.K. The names of certain subsidiaries have been omitted because such subsidiaries, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary. ATTACHMENT 2 FORM 10-K Part I Item 1. Business 1(a) General Development of Business. During 1992, the company acquired several businesses for $90.4 million. The acquisitions included Goldblatt Tool Co., a manufacturer of masonry, tile and drywall tools; Mail Media (Jensen Tools, Inc. and the Direct Safety division), known principally as a marketer of precision tool kits and safety equipment through catalog sales; American Brush Co., Inc., a U.S. manufacturer of paint brushes and decorator tools; and a controlling interest in Tona a.s. Pecky, a major Czech manufacturer of mechanics tools. These transactions were accounted for as purchases. On January 16, 1992, the company exchanged 642,940 shares of Common Stock for all of the issued and outstanding common stock of LaBounty Manufacturing, Inc., a manufacturer of large hydraulic tools. This business combination was accounted for as a pooling of interests. 1(b) Industry Segment Information. Industry segment information on page 15 of Registrant's Annual Report to shareholders for the year ended January 2, 1993 is incorporated herein by reference. 1(c) Narrative Description of Business. Registrant's operations can be classified into three industry segments: Tools, Hardware and Specialty Hardware. Tools. The Tools segment consists of consumer, industrial and engineered tools. Consumer tools includes hand tools such as measuring instruments, planes, hammers, knives, wrenches, sockets, screwdrivers, saws, chisels, boring tools, masonry, tile and drywall tools, paint preparation and paint application tools and Taylor Rental Corporation, franchisor and operator of the nation's largest system of general rental centers for do-it-yourselfers and commercial customers. Industrial tools includes industrial and mechanics hand tools, including STANLEY-PROTO industrial tools and MAC mechanics tools and high-density industrial storage and retrieval systems. Engineered tools includes air tools, hydraulic tools and STANLEY-BOSTITCH fastening tools and fasteners. Hardware. The hardware segment consists of hardware such as hinges, hasps, brackets, bolts, closet hardware and organizer systems and other shelving, screen and storm door hardware, hardware for sliding, folding and pocket doors, residential door hardware, mirrors and mirrored closet doors. Specialty Hardware. The specialty hardware segment consists of residential door systems such as original and replacement garage and entry doors, power-operated doors and gates and home automation products, including garage door openers, electronic controls and other products. Competition. The company competes on the basis of its manufacturing capabilities, extensive distribution system and merchandising service, the breadth of its product lines, its reputation for product quality, its well- known trademarks and its electronic data interchange ("EDI") capabilities. During 1992, the company encouraged its customers to participate in its EDI program by paying for the customers' network costs. The company believes that its significant long-term investments have made it an industry leader in the utilization of EDI. The company encounters active competition in all of its activities from both larger and smaller companies that offer the same or similar products and services or that produce different products appropriate for the same uses. In 1992, the company's $65 million investment in new equipment and advanced business systems resulted in improved manufacturing processes and decreased inventories and transaction costs both for the company and its customers. In the company's consumer hand tool and consumer hardware businesses, a small number of competitors produce a range of products somewhat comparable to the company's, but the majority of its competitors compete only with respect to one or more individual products within a particular line. The company believes that it is the largest manufacturer of consumer hand tools in the world and that it offers the broadest line of such products. The company believes that its market position in the U.S. and Canada for consumer hardware is comparable to or greater than that of its major competitors and that it offers the broadest line of hinges and home hardware, which represents the most important part of its hardware product sales. In the company's industrial hand tool business in the U.S., the company believes that it is the leading manufacturer of high-density industrial storage and retrieval systems. In the company's engineered hand tool business in the U.S., the company believes that it is the leader in the manufacture and sale of pneumatic fastening tools and related fasteners to professional contractors and to the furniture and pallet industries as well as the leading manufacturer of portable and mounted hydraulic tools. In the company's non-consumer hardware business in the U.S., the company believes that it is the leading manufacturer of residential and architectural hardware products, mirrored closet doors and hardware for sliding, folding and pocket doors; a leading manufacturer of screen and storm door hardware; and a leading supplier of closet rods, supports, brackets and wall mirrors. In the company's specialty hardware business, the company believes that it is a leader in the U.S. with respect to the manufacture and sale of insulated steel residential entry doors, insulated steel garage doors, garage door openers and automatic sliding and swinging doors and gate openers for commercial and industrial use. Customers. A substantial portion of the company's products are sold through home centers in the U.S. The loss of some of the larger home centers as customers could have a material adverse effect on the company's hardware and specialty hardware segments until either such customers are replaced or the company makes the necessary adjustments to compensate for the loss of business. Raw Materials. The company's products are manufactured primarily of steel and other metals, although some are of wood or plastic. The raw materials required are available from a number of sources at competitive prices. The company does not purchase a significant amount of its supplies under long-term contracts. However, it has relationships of long standing with many of its suppliers. The company has experienced no difficulties in obtaining supplies in recent periods. Backlog. At February 6, 1993, the company had approximately $126 million in unfilled orders compared to $122 million in unfilled orders at February 1, 1992. All these orders are reasonably expected to be filled within the current fiscal year. The company produces primarily for inventory, rather than to fill specific orders, and thus most orders are filled from inventories. Patents and Trademarks. No segment of Registrant's business is dependent, to any significant degree, on patents, licenses, franchises or concessions. The company owns numerous patents, none of which are material to the company's operations as a whole. These patents expire from time to time over the next 17 years. The company holds licenses, franchises and concessions, none of which individually or in the aggregate is material to the company's operations as a whole. These licenses, franchises and concessions vary in duration from one to 17 years. The company has numerous trademarks that are utilized in its businesses worldwide. The STANLEY and STANLEY (in a notched rectangle) trademarks are material to all three business segments. These well-known trademarks enjoy a reputation for excellence. In addition, each of the three business segments has other trademarks, the loss of which might have a material adverse effect on its business. In the Tools segment, the loss of any of the Bostitch , Powerlock , Tape Rule Case Design (Powerlock) , MAC Tools , MAC Quality Tools , Proto , Blackhawk , LaBounty , Goldblatt , Jensen , Collins (particularly in Latin America), Taylor Rental or Vidmar trademarks might have a material adverse effect. In the Hardware segment, the loss of either of the Acme or Monarch trademarks and in the Specialty Hardware segment the loss of the Magic Door trademark might have a material adverse effect on the respective segment. Research and Development. During the 1992 fiscal year, the company spent approximately $15.2 million on research activities compared to approximately $13.9 million in 1991 and $14.6 million in 1990. Environmental Regulations. The company anticipates that compliance with federal, state and local provisions regulating the discharge of materials into the environment or otherwise relating to the protection of the environment will not have a material effect upon the capital expenditures, earnings and competitive position of the Registrant and its subsidiaries. Power-generating Subsidiary. Under the General Statutes of Connecticut, the company is deemed to be a "holding company" as a result of its being the sole shareholder of Farmington River Power Co., a power-generating subsidiary of the company since 1916. Under such statute, no organization or person may take any action to acquire control of such a holding company without the prior approval of the Connecticut Department of Public Utility Control. Employees. During 1992, the company had an average of 18,650 employees, approximately 12,145 of whom were employed in the U.S. Of these U.S. employees, approximately 23% are covered by collective bargaining agreements with approximately 12 labor unions. The large majority of the company's hourly- and weekly-paid employees outside the U.S. are covered by collective bargaining agreements. Approximately 1,200 of the hourly-paid production and maintenance employees who are employed by the company's operations in New Britain, Connecticut are covered by agreements with the International Association of Machinists and Aerospace Workers that expire in May 1994. The balance of the company's labor agreements expire in 1993, 1994, 1995 and 1996. There have been no significant interruptions or curtailments of the company's operations in recent years due to labor disputes. The company believes that its relationship with its employees is good. 1(d) Financial information about foreign and domestic operations and export sales. Geographic area information on page 15 of the Annual Report to shareholders for the year ended January 2, 1993 is incorporated herein by reference. -----END PRIVACY-ENHANCED MESSAGE-----