-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AY74d/j6ioyvyD5/Wd80twffTWd4MfbS46gNlVAgXZ/dPx+fz6NHVHeBPodGWDuU ec22YTSHtD3Y5xhqMdfDGQ== 0000093556-97-000007.txt : 19970417 0000093556-97-000007.hdr.sgml : 19970417 ACCESSION NUMBER: 0000093556-97-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970416 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970416 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANLEY WORKS CENTRAL INDEX KEY: 0000093556 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 060548860 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05224 FILM NUMBER: 97581940 BUSINESS ADDRESS: STREET 1: 1000 STANLEY DR STREET 2: P O BOX 7000 CITY: NEW BRITAIN STATE: CT ZIP: 06053 BUSINESS PHONE: 8062255111 MAIL ADDRESS: STREET 1: 1000 STANLEY DR CITY: NEW BRITAIN STATE: CT ZIP: 06053 8-K 1 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 16, 1997 The Stanley Works (Exact name of registrant as specified in charter) Connecticut 1-5224 06-058860 (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 0f 11 Pages Item 5. Other Events. 1. On April 16, 1997, the Registrant issued a press release. Attached as Exhibit (20)(i) is a copy of the Registrant's press release. This Exhibit is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) 20(i) Press release dated April 16, 1997 announcing Stanley's first quarter results. 20(ii) Cautionary statements relating to forward looking statements included in Exhibit 20 (i). Page 2 of 11 Pages 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 16, 1997 By: Stephen S. Weddle Name: Stephen S. Weddle Title: Vice President, General Counsel and Secretary Page 3 of 11 Pages EXHIBIT INDEX Current Report on Form 8-K Dated April 16, 1997 Exhibit No. Page 20(i) 5 20 (ii) 11 Page 4 of 11 Pages EX-20.1 2 FOR IMMEDIATE RELEASE Exhibit (20)(i) April 16, 1997 THE STANLEY WORKS REPORTS FIRST QUARTER 1997 RESULTS AND ANNOUNCES NEW "PRODUCT MANAGEMENT" ORGANIZATION New Britain, CT (NYSE: "SWK") ... The Stanley Works today announced a significant increase in earnings for its first quarter ended March 29, 1997. Reported net income was $37 million, or $.41 per share, compared with the prior year's net income of $30 million, or $.33 per share. Exclusive of restructuring and other charges, normalized or "core" net income in the first quarter was $40 million, or $.45 per share, an 18% increase over prior year core earnings of $34 million, or $.38 per share. John M. Trani, Chairman and Chief Executive Officer, commented on the quarter's results: "Our first quarter profit improvement of 18% is noteworthy considering that the first quarter of 1996 represented a 17% increase over the first quarter of 1995. Our cost structure is becoming leaner and is providing the necessary foundation for sustained, profitable growth." Net sales for the quarter were $647 million, 2% over the $635 million recorded in the first quarter last year. Ongoing businesses were up 6% with particular strength in Fastening Systems and Hardware. Overall operating margin on a core basis increased to 11.1% versus 9.9% last year. Increased volume and the positive effects of restructuring initiatives, including strong contributions from cross-divisional purchasing efforts, accounted for most of the improvement. Profitability in all segments improved: Tools operating margin was 13.4% versus 11.8% last year, Hardware was 15.1% versus 12.5%, and Specialty Hardware was 4.4% versus 3.7%. The company also announced that it will reorganize its operations into a product management structure. Eight newly-formed product groups will focus their efforts on customers and growth of their businesses through developing new products and expanding market scope. They will be complemented by centralized manufacturing, engineering, sales and service and supported by overall finance, human resource and information technology organizations. Additionally, the company is establishing a new corporate marketing and brand development function, whose focus will be the nurturing and leveraging of the Stanley brands. Mr. Trani explained: "Growth requires focus and organization. This new approach will directly strengthen the Stanley brand, allow our management team to focus on our customers and on growing our businesses, facilitate a constant flow of new Page 5 of 11 Pages products and finally be more efficient. I look forward to communicating my plans for growth this summer. The implementation of this organization is a critical element in those plans." Finally, the company announced that Richard Huck, Vice President, Finance and Chief Financial Officer, will retire effective June 1. Mr. Trani stated: "The company owes much of its success in recent years to the wise counsel and guidance Rich provided to Dick Ayers and Alan Hunter during that time period. He has been an effective overseer of our company's finances, and our strong financial position is very much to his credit." Theresa Yerkes, Vice President and Controller, will function as CFO until a successor to Mr. Huck is identified. The Stanley Works is a worldwide producer of tools, hardware and specialty hardware for consumer, home improvement, industrial and professional use. Contact: Gerard J. Gould Director, Investor Relations and Communications Tel.: (860) 827-3833 This press release contains forward-looking statements. Cautionary statements accompanying these forward-looking statements are set forth, along with this release, in a Form 8-K filed with the Securities and Exchange Commission today. The Stanley Works corporate press releases are available through PR Newswire's "Company News On-Call" service. By FAX: dial 1-800-758-5804, ext. 874363 or on the internet at: http://www.prnewswire.com or http://www.StanleyWorks.com. Page 6 of 11 Pages THE STANLEY WORKS AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited, Millions of Dollars Except Per Share Amounts) First Quarter 1997 1996 -------- -------- Net Sales $ 646.6 $ 635.3 Costs and Expenses Cost of sales 431.4 429.3 Selling, general and administrative 153.2 149.0 Interest - net 4.3 6.5 Other - net 3.6 3.5 Restructuring (4.6) - -------- -------- 587.9 588.3 -------- -------- Earnings before income taxes 58.7 47.0 Income Taxes 22.0 17.4 -------- -------- Net Earnings $ 36.7 $ 29.6 ======== ======== Net Earnings Per Share of Common Stock $ 0.41 $ 0.33 ======== ======== Dividends per share $ 0.185 $ 0.18 ======== ======== Average shares outstanding (in thousands) 88,755 88,815 ======== ======== Page 7 of 11 Pages THE STANLEY WORKS AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited, Millions of Dollars) March 29 March 30 1997 1996 -------- -------- ASSETS Cash and cash equivalents $ 76.4 $ 39.3 Accounts receivable 453.3 454.9 Inventories 329.2 335.2 Other current assets 40.3 45.8 -------- -------- Total current assets 899.2 875.2 Property, plant and equipment 561.6 554.7 Goodwill and other intangibles 95.9 129.4 Other assets 76.8 69.1 -------- -------- $ 1,633.5 $ 1,628.4 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Short-term borrowings $ 53.7 $ 66.2 Accounts payable 111.2 84.2 Accrued expenses 222.1 198.0 -------- -------- Total current liabilities 387.0 348.4 Long-term debt 298.9 384.0 Other long-term liabilities 155.7 152.7 Shareholders' equity 791.9 743.3 -------- -------- $ 1,633.5 $ 1,628.4 ======== ======== Page 7 of 11 Pages THE STANLEY WORKS AND SUBSIDIARIES PRICE/VOLUME INFORMATION (Unaudited, Millions of Dollars) NET SALES First Quarter ----------------------------------------------------- Unit ACQ/ Curr- 1997 Price Volume DVT ency 1996 ----------------------------------------------------- INDUSTRY SEGMENTS Tools Consumer $ 178.0 - 6% (4)% (1)% $ 176.8 Industrial 132.6 2% (3)% (2)% - 136.3 Engineered 172.1 (1)% 8% (1)% (1)% 164.0 -------- -------- Total Tools 482.7 - 4% (2)% (1)% 477.1 Hardware 93.1 - 12% - - 83.2 Specialty Hardware 70.8 (3)% 9% (12)% - 75.0 -------- -------- Consolidated $ 646.6 - 6% (3)% (1)% $ 635.3 ======== ======== GEOGRAPHIC AREAS United States $ 455.8 - 6% (4)% - $ 449.5 Europe 107.8 - 4% - (4)% 108.1 Other Areas 83.0 1% 8% (2)% - 77.7 -------- -------- Consolidated $ 646.6 - 6% (3)% (1)% $ 635.3 ======== ======== THE STANLEY WORKS AND SUBSIDIARIES BUSINESS SEGMENT INFORMATION (Unaudited, Millions of Dollars) OPERATING PROFIT First Quarter 1997 ------------------------------------------------- Related Core Restrg Transition Profit Reported Charges Costs Core Margin ------------------------------------------------- INDUSTRY SEGMENTS Tools $ 56.0 $ 1.1 $ 7.6 $ 64.7 13.4% Hardware 11.8 0.4 1.9 14.1 15.1% Specialty Hardware 2.3 0.6 0.2 3.1 4.4% ------ ------ ------ ------ Total 70.1 2.1 9.7 81.9 12.7% Net corporate expenses (5.8) (6.7) 0.1 (12.4) Interest expense (5.6) - - (5.6) ------ ------ ------ ------ Earnings before income taxes $ 58.7 $ (4.6) $ 9.8 $ 63.9 ====== ====== ====== ====== GEOGRAPHIC AREAS United States $ 53.2 $ 1.2 $ 7.6 $ 62.0 13.6% Europe 11.3 0.4 1.1 12.8 11.9% Other Areas 5.6 0.5 1.0 7.1 8.6% ------ ------ ------ ------ Total $ 70.1 $ 2.1 $ 9.7 $ 81.9 12.7% ====== ====== ====== ====== First Quarter 1996 ------------------------------------------------- Related Core Restrg Transition Profit Reported Charges Costs Core Margin ------------------------------------------------- INDUSTRY SEGMENTS Tools $ 51.9 $ - $ 4.2 $ 56.1 11.8% Hardware 9.6 - 0.8 10.4 12.5% Specialty Hardware 2.3 - 0.5 2.8 3.7% ------ ------ ------ ------ Total 63.8 - 5.5 69.3 10.9% Net corporate expenses (9.2) - 1.3 (7.9) Interest expense (7.6) - - (7.6) ------ ------ ------ ------ Earnings before income taxes $ 47.0 $ - $ 6.8 $ 53.8 ====== ====== ====== ====== GEOGRAPHIC AREAS United States $ 45.4 $ - $ 4.4 $ 49.8 11.1% Europe 11.6 - 0.6 12.2 11.3% Other Areas 6.8 - 0.5 7.3 9.4% ------ ------ ------ ------ Total $ 63.8 $ - $ 5.5 $ 69.3 10.9% ====== ====== ====== ====== Page 10 of 11 Pages EX-20.2 3 Exhibit (20)(ii) CAUTIONARY STATEMENTS Under the Private Securities Litigation Reform Act of 1995 Certain risks and uncertainties are inherent in the company's reorganization of its operations into a product management structure and in its plans for sustained, profitable growth. The company's ability to successfully implement the new product management structure is dependent on such factors as the ability of its employees, with the help of outside consultants, to develop and execute comprehensive plans to provide for smooth transitions, the successful recruitment and training of new employees, the need to respond to significant changes in product demand during the transition, and unforeseen events. The company's ability to achieve profitability improvements from the reorganization is dependent on the reorganization creating internal efficiencies, and on the ability of the organization to withstand external factors during the period of transition. These include pricing pressures; the continued consolidation of customers in consumer channels; increasing global competition; changes in trade, monetary and fiscal policies and laws; inflation and currency exchange fluctuations; and recessionary or expansive trends in the economies of the world in which the company operates. The company's ability to generate sustained, profitable growth will be dependent on its ability to competitively position its cost structure, to expand market scope, to gain acceptance of the company s products within new or developing markets, to strengthen the Stanley brand, and to continue the development of successful new products. The achievement of externally-generated growth will depend upon the ability to successfully identify, negotiate, consummate and integrate into operations acquisitions, joint ventures and/or strategic alliances. Page 11 of 11 Pages -----END PRIVACY-ENHANCED MESSAGE-----