-----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, PxKibele3ywQbur+dZeNIJAyAitgQbT1KBfL1jkPbp4d3HQvbnP3k8XeXuKInsxK +zDtqLIzhSro4QeD4owdmA== 0000093556-99-000021.txt : 19990429 0000093556-99-000021.hdr.sgml : 19990429 ACCESSION NUMBER: 0000093556-99-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990428 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990428 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: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05224 FILM NUMBER: 99602825 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 28, 1999 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 of 6 Item 5. Other Events. 1. On April 28, 1999, at the Registrant's Annual Meeting of Shareowners, Stillman B. Brown, a member of the Board of Directors and Chair of the Compensation and Organization Committee made the following statement on behalf of the entire Board: "Both John and the Board are enthusiastic about his continuing at the helm of Stanley for many, many years. The Board is in discussions with John in order to work out the terms of a multi-year renewal agreement, and we expect to have that agreement finalized before the end of the year. I will say, on behalf of the Board, that we are very enthusiastic about John's vision and are very supportive of his efforts. We feel that he is the right person at the right time to be leading Stanley. I am, of course, delighted that John shares our view about his continuing and that he is very, very enthusiastic about Stanley's enormous opportunities. The current agreement expires at the end of 1999, although it will automatically renew for a 1-year period if neither John nor the Board gives notice before July 1 that he or it objects to the renewal." 2. On April 28, 1999, the Registrant sent a letter to its Financial Analysts. Attached as Exhibit 20 (i) is a copy of the Registrant's letter sent to its Financial Analysts. Attached as Exhibit 20 (ii) is the cautionary statements relating to forward looking statements included above and in Exhibit 20 (i). Both of these Exhibits are incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) 20(i) Letter dated April 28, 1999 to Stanley's Financial Analysts summarizing the highlights of the annual meeting. 20(ii) Cautionary statements relating to forward looking statements included in Item 5 above and Exhibit 20(i). Page 2 of 6 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 28, 1999 By: Stephen S. Weddle ----------------- Name: Stephen S. Weddle Title: Vice President, General Counsel and Secretary Page 3 of 6 EXHIBIT INDEX Current Report on Form 8-K Dated April 28, 1999 Exhibit No. Page 20(i) 5 20(ii) 6 Page 4 of 6 Exhibit (20)(i) April 28, 1999 To Our Financial Analysts, Today we held our annual meeting in Columbus, Ohio, the home of our Mac Tools business. I thought it would be appropriate to summarize briefly the highlights of the annual meeting, so that you are all aware of the proceedings. Important items discussed and / or voted upon were as follow: -- Stillman B. Brown, Mannie L. Jackson and Kathryn D. Wriston were elected to new three-year terms on the company's Board of Directors. -- Ernst & Young, LLP were elected as the company's independent auditors for 1999. This will be their 56th year serving as auditors for Stanley. -- Stillman B. Brown, on behalf of the entire Board, made a statement regarding renewal of John Trani's employment agreement: "Both John and the Board are enthusiastic about his continuing at the helm of Stanley for many, many years. The Board is in discussions with John in order to work out the terms of a multi-year renewal agreement, and we expect to have that agreement finalized before the end of the year. I will say, on behalf of the Board, that we are very enthusiastic about John's vision and are very supportive of his efforts. We feel that he is the right person at the right time to be leading Stanley. I am, of course, delighted that John shares our view about his continuing and that he is very, very enthusiastic about Stanley's enormous opportunities. "The current agreement expires at the end of 1999, although it will automatically renew for a 1-year period if neither John nor the Board gives notice before July 1 that he or it objects to the renewal." If you have any questions, please feel free to call me at 860/827-3833. Sincerely, Gerard B. Gould Investor Relations Page 5 of 6 Exhibit (20) (ii) CAUTIONARY STATEMENTS Under the Private Securities Litigation Reform Act of 1995 The statements made by Stillman B. Brown at today's Annual Meeting of Shareowners and in a letter sent today to financial analysts implying that John Trani and the Board will enter into a multi-year renewal employment agreement and stating that Stanley has enormous future opportunities are forward looking statements and are inherently subject to risk and uncertainty. The multi-year renewal agreement currently envisioned by Stanley's Board and by Mr. Trani may not be successfully negotiated and signed. In addition, Stanley's future opportunities may not be enormous or, although enormous, may not be realized by Stanley management. Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----