-----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, R0Ohvl94syc/tB2onMxQW1gw/48mrEUrrpjgppe4AoPiRsSf1LNFREOQSQ5/tn+i /9Ngmv8aDmrTa9ohp1qTnQ== 0000093556-01-500010.txt : 20010307 0000093556-01-500010.hdr.sgml : 20010307 ACCESSION NUMBER: 0000093556-01-500010 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001230 FILED AS OF DATE: 20010228 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: U-3A-2 SEC ACT: SEC FILE NUMBER: 069-00376 FILM NUMBER: 1557837 BUSINESS ADDRESS: STREET 1: 1000 STANLEY DR STREET 2: P O BOX 7000 CITY: NEW BRITAIN STATE: CT ZIP: 06053 BUSINESS PHONE: 8602255111 MAIL ADDRESS: STREET 1: 1000 STANLEY DR CITY: NEW BRITAIN STATE: CT ZIP: 06053 U-3A-2 1 frpc-2.txt 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 To Be Filed Annually Prior to March 1 THE STANLEY WORKS hereby files with the Securities and Exchange Commission, pursuant to Rule 2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935, and submits the following information: 1. Name, State of organization, location and nature of business of claimant and every subsidiary thereof, other than any exempt wholesale generator (EWG) or foreign utility company in which claimant directly or indirectly holds an interest. The Stanley Works ("Stanley" or the "Company") 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 distribution 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 the purposes listed above 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 transmission line 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 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 33,336,000 kwh. of electric energy during 2000. (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. 4. The following information for the reporting period with respect to claimant and each interest it holds directly or indirectly in an EWG or a foreign utility company, stating monetary amounts in United States dollars: (a) Name, location, business address and description of the facilities used by the EWG or foreign utility company for the generation, transmission and distribution of electric energy for sale or for the distribution at retail of natural or manufactured gas. Not Applicable (b) Name of each system company that holds an interest in such EWG or foreign utility company; and description of the interest held. Not Applicable (c) Type and amount of capital invested, directly or indirectly, by the holding company claiming exemption; any direct or indirect guarantee of the security of the EWG or foreign utility company by the holding company claiming exemption; and any debt or other financial obligation for which there is recourse, directly or indirectly, to the holding company claiming exemption or another system company, other than the EWG or foreign utility company. Not Applicable (d) Capitalization and earnings of the EWG or foreign utility company during the reporting period. Not Applicable (e) Identify any service, sales or construction contract(s) between the EWG or foreign utility company and a system company, and describe the services to be rendered or goods sold and fees or revenues under such agreement(s). Not Applicable 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, 2001. The Stanley Works By: /s/ David S. Winakor ------------------------ David S. Winakor Corporate Counsel and Assistant Secretary CORPORATE SEAL Attest: /s/ Bruce H. Beatt - ---------------------- Bruce H. Beatt Vice President, General Counsel and Secretary Name, title and address of officer to whom notices and correspondence concerning this statement should be addressed. David S. Winakor Corporate Counsel & Assistant Secretary - -------------------------------------------------------------------------------- (Name) (Title) 1000 Stanley Drive, New Britain, CT 06053 - -------------------------------------------------------------------------------- (Address) EXHIBIT A The Stanley Works and Subsidiaries Consolidating Statements of Operations For the fiscal year ended December 30, 2000 (Unaudited, Thousands of Dollars)
Farmington Consolidated River Power All Other Stanley Company Subsidiaries Works ---------- ------------ ------------ Net Sales $ - $2,748,900 $2,748,900 Costs and Expenses Cost of sales (69) 1,751,669 1,751,600 Selling, general and administrative - 656,500 656,500 Interest,net - 27,100 27,100 Other,net - 20,000 20,000 Restructuring - - - ---------- ------------ ------------ (69) 2,455,269 2,455,200 ---------- ------------ ------------ Earnings Before Income Taxes 69 293,631 293,700 Income Taxes 24 99,276 99,300 ---------- ------------ ------------ Net Earnings $ 45 $ 194,355 $ 194,400 ========== ============ ===========
The Stanley Works and Subsidiaries Consolidating Balance Sheets For the fiscal year ended December 30, 2000 (Unaudited, Thousands of Dollars)
Farmington Consolidated River Power All Other Stanley Company Subsidiaries Eliminations Works ----------- ------------ ------------ ------------ ASSETS Current Assets Cash and cash equivalents $ - $ 93,600 $ - $ 93,600 Accounts and notes receivable - 531,900 - 531,900 Inventories - 398,100 - 398,100 Deferred taxes - 29,500 - 29,500 Other current assets (5) 41,105 - 41,100 ----------- ------------ ------------ ------------ Total Current Assets (5) 1,094,205 1,094,200 ----------- ------------ ------------ ------------ Property, Plant and Equipment 1,974 501,726 - 503,700 Goodwill and Other Intangibles - 175,900 - 175,900 Other Assets - 114,223 (3,223) 111,000 ----------- ------------ ------------ ------------ Total Assets $ 1,969 $ 1,886,054 $ (3,223) $ 1,884,800 =========== ============ ============ ============
LIABILITIES AND SHAREHOLDER' EQUITY Current Liabilities Short-term borrowings $ - $ 207,600 $ - $ 207,600 Current maturities of long-term debt - 6,100 - 6,100 Accounts payable 1 239,799 - 239,800 Accrued expenses 89 253,711 - 253,800 ----------- ------------ ------------ ------------ Total Current Liabilities 90 707,210 - 707,300 ----------- ------------ ------------ ----------- Long-Term Debt - 248,700 - 248,700 Restructuring Reserves - 1,300 - 1,300 Other Liabilities 3 190,997 - 191,000 ----------- ------------ ------------ ----------- Total Liabilities 93 1,148,207 - 1,148,300 ----------- ------------ ------------ ----------- Shareholders' Equity Preferred Stock - - - Common Stock 150 230,900 (150) 230,900 Retained earnings 871 1,038,729 1,039,600 Accumulated other comprehensive income - (124,500) (124,500) ESOP Debt - (194,800) (194,800) Affiliate Investment 855 2,218 (3,073) - ---------- ------------- ------------ ------------ 1,876 952,547 (3,223) 951,200 Less: cost of common stock in treasury - (214,700) (214,700) ---------- ------------- ------------ ------------ Total Shareholders' Equity 1,876 737,847 (3,223) 736,500 ---------- ------------- ------------ ------------ Total Liabilities and Shareholders' $1,969 $1,886,054 $(3,223) $1,884,800 Equity ============ ============ ============ ===========
EXHIBIT B Not Applicable EXHIBIT C Not Applicable ATTACHMENT 1 ------------ (All subsidiaries are included in the Consolidated Financial Statements of The Stanley Works) Jurisdiction of Incorporation/ Corporate Name Organization - ---------------------------------------------------------------------------- The Stanley Works Connecticut The Farmington River Power Company Connecticut Stanley Foreign Sales Corporation Virgin Islands Jensen Tools, Inc. Delaware Stanley-Bostitch Holding Corporation Delaware Stanley Logistics, Inc. Delaware Stanley Fastening Systems, L.P. Delaware Stanley Receivables Corporation Delaware Stanley Funding Corporation Delaware Stanley Manufacturing Company, L.L.C. Delaware The Stanley Works C.V. Netherlands Stanley Canada Inc. Ontario, Canada Stanley Tools (N.Z.) Ltd. New Zealand Ferramentas Stanley Ltda. Brazil Herramientas Stanley S.A. de C.V. Mexico Stanley-Bostitch, S.A. de C.V. Mexico Stanley Atlantic, Inc. Delaware Stanley Israel Investments, Inc. Delaware Jurisdiction of Incorporation/ Corporate Name Organization - ---------------------------------------------------------------------------- Stanley Israel Investments B.V. Netherlands T.S.W. Israel Investments Ltd. Israel ZAG Industries Ltd. (90%) Israel Stanley International Holdings, Inc. Delaware Stanley Pacific Inc. Delaware Stanley Svenska A.B. Sweden Stanley Works (Europe) A.G. Switzerland Stanley European Holdings, B.V. Netherlands Bostitch G.m.b.H. Germany Friess G.m.b.H. Germany Stanley Germany Sales G.m.b.H. Germany Stanley European Holdings, L.L.C. Delaware Stanley Europe B.V.B.A. Belgium S.A. Stanley Works Belgium B.V.B.A. Belgium Stanley Works (Nederland) B.V. Netherlands Stanley Doors France, S.A.S. France Stanley Tools France, S.A.S. France Stanley France, S.A.S. France Jurisdiction of Incorporation/ Corporate Name Organization - ---------------------------------------------------------------------------- Societe De Fabrications Bostitch S.A.S. (Simax) France Stanley France Services, S.A.S. France Stanley Iberia S.L. Spain Stanley Nordic ApS Denmark Suomen Stanley OY Finland Stanley Italia S.r.l. Italy FIPADUE S.r.l. Italy Stanley Tools S.r.l. Italy Stanley U.K. Holding Limited U.K. Stanley U.K. Sales Ltd. U.K. The Stanley Works Ltd. U.K. Stanley U.K. Ltd. U.K. Stanley U.K. Services Ltd. U.K. The Stanley Works Pty. Ltd. Australia Stanley Works Asia Pacific Pte. Ltd. Singapore The Stanley Works Sales (Philippines), Inc. Philippines The Stanley Works (Bermuda) Ltd. Bermuda Jurisdiction of Incorporation/ Corporate Name Organization - ---------------------------------------------------------------------------- The Stanley Works Japan K.K. Japan Stanley Works (Thailand) Ltd. Thailand TONA a.s. (LTD) (87.7%) Czech Republic Stanley Works Malaysia Sdn. Bhd. Malaysia Stanley Fastening Systems Poland Sp.zo.o. Poland Stanley Tools Poland Ltd. Sp.zo.o. Poland Stanley de Chihuahua, S. de R.L. de C.V. Mexico Stanley Works China Investments Ltd. (80%) Virgin Islands Stanley (Zhongshan) Hardware Co. Ltd. (65%) China Stanley Chiro International Ltd. Taiwan Beijing Daxing Stanley-Bostitch Metal Industries Company Limited (98%) China Stanley (Tianjin) International Trading Company, Ltd. China ATTACHMENT 2 ------------ Narrative Description of the Business. The Company was founded in 1843 by Frederick T. Stanley and incorporated in 1852. Stanley is a worldwide supplier of tools and door and related hardware products for professional, industrial and consumer use. Stanley(R) is a brand recognized around the world for quality and value. In 2000, Stanley had net sales of $2.749 billion and employed approximately 16,100 people worldwide. The Company's principal executive office is located at 1000 Stanley Drive, New Britain, Connecticut 06053 and its telephone number is (860) 225-5111. In 2000, the Company completed the restructuring initiatives announced in 1997. The 1997 plan called for spending $340 million, consisting of $240 million of restructuring charges recorded in 1997 and $100 million of restructuring related transition costs incurred during 1997- 1999. As a result of these initiatives, as of December 30, 2000 the Company has closed 54 facilities and reduced employment by approximately 6,500 people. The Company's operations are classified into two industry segments: Tools. The Tools segment manufactures and markets carpenters, mechanics, pneumatic and hydraulic tools as well as tool sets. These products are distributed directly to retailers (including home centers, mass merchants and retail lumber yards) and end users as well as through third party distributors. Carpenters tools include hand tools such as measuring instruments, planes, hammers, knives and blades, screwdrivers, saws, garden tools, chisels, boring tools, masonry, tile and drywall tools, as well as electronic stud sensors, levels, alignment tools and elevation measuring systems. The company markets its carpenters tools under the Stanley(R), FatMax(TM), MaxGrip(TM), Powerlock(R), IntelliTools(R), Contractor Grade(TM), Dynagrip(R), AccuScape(TM) and Goldblatt(R) brands. Mechanics tools include consumer, industrial and professional mechanics hand tools, including wrenches, sockets, electronic diagnostic tools, tool boxes and high- density industrial storage and retrieval systems. Mechanics tools are marketed under the Stanley(R), Proto(R), Mac Tools(R), Husky(R), Jensen(R), Vidmar(R), ZAG(R) and Blackhawk(TM) brands. Pneumatic tools include BOSTITCH(R) fastening tools and fasteners (nails and staples) used for construction, remodeling, furniture making, pallet manufacturing and consumer use and pneumatic air tools marketed under the Stanley(R) brand (these are high performance, precision assembly tools, controllers and systems for tightening threaded fasteners used chiefly by vehicle manufacturers). Hydraulic tools include Stanley(R) hand-held hydraulic tools used by contractors, utilities, railroads and public works as well as LaBounty(R) mounted demolition hammers and compactors designed to work on skid steer loaders, mini- excavators, backhoes and large excavators. Doors. The Doors segment manufactures and markets commercial and residential doors, both automatic and manual, as well as closet doors and systems, home decor and door and consumer hardware. Products in the Doors segment include residential insulated steel, reinforced fiberglass and wood entrance door systems, vinyl patio doors, mirrored closet doors and closet organizing systems, automatic doors as well as related door hardware products ranging from hinges, hasps, bolts and latches to shelf brackets and lock sets. Door products are marketed under the Stanley(R), Magic-Door(R), Welcome Watch(R), Stanley-Acmetrack(TM), Monarch(TM) and Acme(R) brands and are sold directly to end users and retailers as well as through third party distributors. -----END PRIVACY-ENHANCED MESSAGE-----