-----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, MZU1/RH2aiDOXCEeILDu1nk7N1dQy93RWHp+PBj/JOhw0BRstRrDNJ90PrjbrYwG 4U9ep48PJFTePYLeCZOtKg== 0000093556-97-000004.txt : 19970228 0000093556-97-000004.hdr.sgml : 19970228 ACCESSION NUMBER: 0000093556-97-000004 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961228 FILED AS OF DATE: 19970227 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: U-3A-2 SEC ACT: 1935 Act SEC FILE NUMBER: 069-00376 FILM NUMBER: 97545504 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 U-3A-2 1 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 44,262,600 kwh. of electric energy during 1996. (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 27th day of February, 1997. The Stanley Works By: Thomas J. Williams Associate General Counsel and Assistant Secretary CORPORATE SEAL Attest: Jennifer O. Estabrook Name, title and address of officer to whom notices and correspondence concerning this statement should be addressed. Thomas J. Williams Associate General Counsel & Asst. Sec y. (Name) (Title) 1000 Stanley Drive, New Britain, CT 06053 (Address) EXHIBIT A Consolidated Statements of Earnings The Stanley Works and Subsidiaries Fiscal years ended December 28, 1996, December 30, 1995 and December 31, 1994 (Millions of Dollars, except per share amounts) 1996 1995 1994 ------ ------ ------ Net Sales $2,670.8 $2,624.3 $2,510.9 Costs and Expenses Cost of sales 1,795.5 1,789.7 1,684.0 Selling, general and administrative 608.5 591.7 560.4 Interest-net 22.5 30.3 29.0 Other-net 22.3 14.3 35.7 Restructuring and asset write-offs 47.8 85.5 ------- ------- ------- 2,496.6 2,511.5 2,309.1 ------- ------- ------- Earnings before Income Taxes 174.2 112.8 201.8 Income Taxes 77.3 53.7 76.5 ------- ------- ------ Net Earnings $ 96.9 $ 59.1 $125.3 ======= ======= ====== Net Earnings Per Share of Common Stock $1.09 $ .67 $1.40 ======== ======= ====== Note: Per share amounts for prior periods have been restated to give retroactive effect to the two-for-one stock split declared on April 17, 1996. Consolidated Balance Sheets The Stanley Works and Subsidiaries December 28, 1996 and December 30, 1995 (Millions of Dollars) 1996 1995 ------- ------- ASSETS Current Assets Cash and cash equivalents $84.0 $75.4 Accounts and notes receivable 446.3 438.7 Inventories 338.1 349.1 Other current assets 42.5 51.9 ------- ------- Total Current Assets 910.9 915.1 Property, Plant and Equipment 570.4 556.5 Goodwill and Other Intangibles 98.9 131.8 Other Assets 79.4 66.6 ------- -------- Total Assets $1,659.6 $1,670.0 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Short-term borrowings $ 4.9 $77.2 Current maturities of long-term debt 15.1 14.1 Accounts payable 130.8 112.7 Accrued expenses 230.8 183.7 ------- ----- Total Current Liabilities 381.6 387.7 Long-Term Debt 342.6 391.1 Other Liabilities 155.3 156.6 Shareholders' Equity Preferred Stock, without par value: Authorized and unissued 10,000,000 shares Common Stock, par value $2.50 per share: Authorized 200,000,000 shares; issued 92,343,410 shares in 1996 and 1995 230.9 115.4 Capital in excess of par value - 68.4 Retained earnings 919.0 937.6 Foreign currency translation adjustment (45.5) (70.6) ESOP debt (234.8) (244.3) -------- -------- 869.6 806.5 Less: cost of common stock in treasury (3,623,618 shares in 1996 and 3,584,580 shares in 1995) 89.5 71.9 -------- -------- Total Shareholders' Equity 780.1 734.6 --------- --------- Total Liabilities and Shareholders' Equity $1,659.6 $1,670.0 ========= ========= Note: Certain prior year amounts have been reclassified to conform with the current year presentation. Shares outstanding for the prior year have been restated to give retroactive effect to the two-for-one stock split declared on April 17, 1996. Consolidated Statements of Cash Flows The Stanley Works and Subsidiaries Fiscal years ended December 28, 1996, December 30, 1995 and December 31, 1994 (Millions of Dollars) 1996 1995 1994 ------- ------ ------ Operating Activities: Net earnings $ 96.9 $59.1 $125.3 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 74.7 81.2 81.8 Restructuring and asset write-offs 47.8 85.5 Other non-cash items 38.5 32.3 18.3 Changes in operating assets and liabilities: Accounts and notes receivable (28.9) (23.3) (46.2) Inventories (10.5) (4.5) (69.8) Accounts payable and accrued expenses 9.5 (27.8) 34.9 Income taxes 24.3 (24.1) (11.9) Other 7.6 (.3) (3.9) ------ ------ ------ Net cash provided by operating activities 259.9 178.1 128.5 ------ ------ ------ Investing Activities: Capital expenditures (78.7) (66.5) (66.4) Capitalized software (25.0) (20.2) (5.7) Proceeds from sales of businesses 36.4 - 4.8 Other 5.5 1.4 (2.9) ------ ------ ------ Net cash used by investing activities (61.8) (85.3) (70.2) ------ ------ ------ Financing Activities: Payments on long-term debt (26.0) (83.5) (2.9) Proceeds from long-term borrowings 2.0 86.0 - Net short-term financing (72.3) (5.1) 40.9 Proceeds from issuance of common stock 36.5 5.7 4.2 Purchase of common stock for treasury (65.7) (13.2) (16.3) Cash dividends on common stock (67.6) (75.2) (61.5) ------ ------ ------ Net cash used by financing activities (193.1) (85.3) (35.6) ------ ------ ------ Effect of exchange rate changes on cash 3.6 (1.4) 2.9 ------ ------ ------ Increase in cash and cash equivalents 8.6 6.1 25.6 Cash and cash equivalents, beginning of year 75.4 69.3 43.7 ------ ------ ------ Cash and cash equivalents, end of year $84.0 $75.4 $69.3 ====== ====== ====== Note: Certain prior year amounts have been reclassified to conform with the current year presentation. Consolidated Statements of Changes in Shareholders' Equity The Stanley Works and Subsidiaries Fiscal years ended December 28, 1996, December 30, 1995 and December 31, 1994
(Millions of Dollars) Capital Trans- In Excess lation Share- Common of Par Retained Adjust- ESOP Treasury holders Stock Value Earnings ments Debt Stock Equity ------ ------- -------- ------- ---- -------- ------- Balance January 1, 1994 $115.4 $73.1 $871.1 $(56.7) $(261.5) $(60.5) $680.9 Net earnings 125.3 125.3 Currency translation adj. .4 .4 Cash dividends declared - $.69 per share (61.9) (61.9) Issuance of common stock (3.0) 13.3 10.3 Purchase of common stock (21.9) (21.9) ESOP debt 7.8 7.8 ESOP tax benefit 3.3 3.3 ------------------------------------------------------------ Balance December 31, 1994 115.4 70.1 937.8 (56.3) (253.7) (69.1) 744.2 Net earnings 59.1 59.1 Currency translation adj (14.3) (14.3) Cash dividends declared - $.71 per share (62.6) (62.6) Issuance of common stock (1.7) 13.9 12.2 Purchase of common stock (16.7) (16.7) ESOP debt 9.4 9.4 ESOP tax benefit 3.3 3.3 ---------------------------------------------------------- Balance December 30, 1995 115.4 68.4 937.6 (70.6) (244.3) (71.9) 734.6 Two-for-one stock split 115.5 (66.9) (48.6) - Net earnings 96.9 96.9 Currency translation adj 25.1 25.1 Cash dividends declared - $.73 per share (65.2) (65.2) Issuance of common stock (6.2) (5.1) 53.4 42.1 Purchase of common stock (71.0) (71.0) Tax benefit related to stock options 4.7 .3 5.0 ESOP debt 9.5 9.5 ESOP tax benefit 3.1 3.1 ------------------------------------------------------------ Balance December 28, 1996 $230.9 $ - $919.0 $(45.5) $(234.8) $(89.5) $780.1 ============================================================ Note: Per share amounts for prior periods have been restated to give retroactive effect to the two-for-one stock split declared on April 17, 1996.
FARMINGTON RIVER POWER STATEMENT OF EARNINGS FISCAL YEARS ENDED DECEMBER 28, 1996 AND DECEMBER 30, 1995 (in thousands of dollars) 1996 1995 --------- --------- COSTS AND EXPENSES COST OF SALES $103.3 $101.3 OTHER-NET 65.0 5.0 RESTRUCTURING AND ASSET WRITE-OFFS - (12.9) --------- --------- EARNINGS BEFORE INCOME TAXES $168.3 $ 93.4 --------- --------- INCOME TAXES 60.1 31.4 --------- --------- NET EARNINGS $108.2 $62.0 ========= ========= FARMINGTON RIVER POWER BALANCE SHEETS DECEMBER 28, 1996 AND DECEMBER 30, 1995 (in thousands of dollars) 1996 1995 ----------- ------------ ASSETS CURRENT ASSETS ACCOUNTS RECEIVABLE $63.2 $(1.2) INVENTORIES 2.8 OTHER CURRENT ASSETS (14.8) (7.4) ------------ ------------- TOTAL CURRENT ASSETS 48.4 (5.8) PROPERTY, PLANT, & EQUIPMENT 2,451.6 2,610.0 ------------ ------------- TOTAL ASSETS $2,500.0 $2,604.2 ============ ============= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES ACCOUNTS PAYABLE $13.3 $12.4 ACCRUED EXPENSES 89.1 227.8 INCOME TAXES 58.8 37.7 ------------- ------------- TOTAL CURRENT LIABILITIES 161.2 277.9 DEFERRED INCOME TAXES 10.7 4.4 SHAREHOLDERS' EQUITY AFFILIATE INVESTMENT 1,506.2 1,608.2 COMMON STOCK 150.0 150.0 RETAINED EARNINGS 671.9 563.7 ------------- -------------- TOTAL SHAREHOLDERS' EQUITY 2,328.1 2,321.9 ------------- -------------- TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $2,500.0 $2,604.2 ============= ============== FARMINGTON RIVER POWER TRIAL BALANCE DECEMBER 1996 MISCELLANEOUS REC 63,207 PREPAID EXPENSES (14,800) LAND 105,010 LAND IMPROVEMENTS 30,335 BUILDINGS 3,350,439 MACHINERY & EQUIPMENT 209,595 OFFICE FURN & EQUIP 8,888 TRANSPORTATION EQUIP 44,437 ACC DEPR - LAND IMPROV (25,032) ACC DEPR - BUILDINGS (1,106,710) ACC DEPR - MACH & EQUIP (132,360) ACC DEPR - FURN & EQUIP (5,874) ACC DEPR - TRANSP EQUIP (27,121) PAYROLL DEDUCTIONS (13,251) ACCRUED PAYROLL (2,164) OTH ACCR P/R EXP (10,890) ACCR P/R TAXES (8,126) PROPERTY TAXES (54,350) SALES TAXES (12,803) ACCRUED ITEMS - OTHER (10,488) ACCD INC TAX - FEDERAL (58,798) DEF NATL INC TAXES (7,596) DEF LOCAL INC TAXES (3,121) AFFIL - INVESTMENTS (1,506,230) COMM STK SUBSIDIARY CO (150,000) USE TAX 9,264 ACCRUED EMPLOYEE INSURANCE 439 RETAINED EARNINGS - BEG (563,700) NET INCOME (108,199) RETAINED EARNINGS - END (671,899) COST OF SALES (103,291) GAIN/LOSS ON DISPOSAL OF ASSETS (65,037) INCOME TAXES - U.S. 58,283 INCOME TAXES - STATE 1,846 EXHIBIT B FINANCIAL DATA SCHEDULE [ARTICLE] OPUR3 [LEGEND] THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE STANLEY WORKS AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF EARNINGS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. [/LEGEND] [MULTIPLIER] 1,000 [PERIOD-TYPE] YEAR [FISCAL-YEAR-END] DEC-28-1996 [PERIOD-END] DEC-28-1996 [BOOK-VALUE] PER-BOOK [TOTAL-ASSETS] 1,659,600 [TOTAL-OPERATING-REVENUES] 2,670,800 [NET-INCOME] 96,900
EXHIBIT C Not Applicable ATTACHMENT 1 (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 Stanley Mechanics Tools, Inc. Ohio Stanley Storage Systems, Inc. Connecticut Stanley Germany Inc. Delaware Stanley International Sales, Inc. Delaware Stanley Inter-America, Inc. Delaware Stanley Foreign Sales Corporation Virgin Islands Stanley Magic-Door, Inc. Delaware Stanley Home Automation, Inc. Delaware General Rental Co., Inc. Florida Jensen Tools, Inc. Delaware LaBounty Manufacturing, Inc. Minnesota Stanley-Bostitch, Inc. Delaware Stanley-Bostitch Holding Corporation Delaware Hartco Company Illinois The Stanley Works Funding Corporation Delaware Stanley Mail Media, Inc. Delaware Stanley Logistics, Inc. Delaware Stanley Fastening Systems, L.P. Delaware Jurisdiction of Corporate Name Incorporation (The Stanley Works) Stanley Canada Inc. Ontario, Canada Stanley Home Decor Canada Limited Ontario, Canada Stanley Tools (N.Z.) Ltd. New Zealand Ferramentas Stanley Ltda. Brazil 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. R.J. Lendrum Limited U.K. Stanley Works (Nederland) B.V. Netherlands Stanley Magic-Door Netherlands B.V. Netherlands Placements et Rangements Nirva S.a.R.L. France Jurisdiction of Corporate Name Incorporation (The Stanley Works) Societe Civile Immobiliere WAT France Stanley Iberica S.A. Spain Stanley Vaerktoej ApS Denmark Stanley Svenska 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. (Simax) France Bostitch (Europe) AG Switzerland Bostitch AG Switzerland S.A. Stanley Works Belgium N.V. Belgium Stanley International Holdings Inc. Delaware Stanley Pacific Inc. Delaware Stanley-Bostitch Pty. Limited Delaware The Stanley Works Pty. Ltd. Australia Stanley Works Asia Pacific Pte. Ltd. Singapore The Stanley Works (Hong Kong) Ltd. Hong Kong Jurisdiction of Corporate Name Incorporation (The Stanley Works) The Stanley Works Sales (Philippines), Inc. Philippines Stanley Tools Ltd. Taiwan Chiro Tool Manufacturing Corporation Taiwan The Stanley Works (Bermuda) Ltd. Bermuda The Stanley Works Japan K.K. Japan Stanley Works Ltd. Thailand Stanley Tools Poland Ltd. Poland Tona a.s. (LTD) (83%) Czech Republic P.T. Stanley Works Indonesia Indonesia Stanley Works Malaysia Sdn. Bhd. Malaysia Stanley Fastening Systems Poland Ltd. Poland Stanley de Chihuahua, S. de R.L. de C.V. Mexico 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 Narrative Description of Business. The Company was founded in 1843 by Frederick T. Stanley and incorporated in the State of Connecticut in 1852. The Company is a worldwide manufacturer and marketer of tools, hardware and specialty hardware offering a wide range of products for home improvement, consumer, industrial and professional use. Stanley is a brand recognized around the world for quality and value. In 1996, the Company had net sales of $2.7 billion and employed approximately 19,000 people worldwide. The Company's principal office is located at 1000 Stanley Drive, New Britain, Connecticut 06053 and its telephone number is (860) 225-5111. The Company's operations are classified into three industry segments: Tools, Hardware and Specialty Hardware. Tools. The Tools segment manufactures and markets consumer, industrial and engineered tools. Consumer tools includes hand tools such as measuring instruments, planes, hammers, knives and blades, wrenches, sockets, screwdrivers, saws, chisels, boring tools, masonry, tile and drywall tools, paint preparation and paint application tools. 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 STANLEY-BOSTITCH fastening tools and fasteners used for commercial, industrial, construction, packaging and consumer use; hydraulic tools (these are hand-held hydraulic tools used by contractors, utilities, railroads and public works as well as mounted demolition hammers and compactors designed to work on skid steer loaders, mini-excavators, backhoes and large excavators); and air tools (these are high performance, precision assembly tools, controllers and systems for tightening threaded fasteners used chiefly by vehicle manufacturers). Hardware. The hardware segment manufactures and markets hardware products ranging from hinges, hasps, shelf brackets, bolts, latches to a line of closet organizing systems and mirrored closet doors, door hardware and wall mirrors. Specialty Hardware. The specialty hardware segment manufactures and markets residential insulated steel and reinforced fiberglass entrance door systems, sectional roll up steel garage doors and automatic doors. -----END PRIVACY-ENHANCED MESSAGE-----