-----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, Ku36su2U+l8kPsfTpEZUIQ++ip0DjMXUHYULJMKRGJ/+0U668qWmx3e2S1ficaO0 9+kQ80X9tiEUj2uw7G1uJQ== 0000093556-99-000032.txt : 19990716 0000093556-99-000032.hdr.sgml : 19990716 ACCESSION NUMBER: 0000093556-99-000032 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990715 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990715 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: 99664749 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): July 15, 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 7 Pages Item 5. Other Events. 1. On July 15, 1999, the Registrant issued a press release announcing second quarter sales and discussing profit outlook. Attached as Exhibit (20)(i) is a copy of the Registrant's press release. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) 20(i) Press release dated July 15, 1999 announcing second quarter sales and discussing profit outlook. 20(ii) Cautionary statements relating to forward looking statements included in Exhibit 20(i). Page 2 of 7 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: July 15, 1999 By: Stephen S. Weddle ----------------- Name: Stephen S. Weddle Title: Vice President, General Counsel and Secretary Page 3 of 7 Pages EXHIBIT INDEX Current Report on Form 8-K Dated July 15, 1999 Exhibit No. Page 20(i) 5 20(ii) 7 Page 4 of 7 Pages Exhibit (20)(i) FOR IMMEDIATE RELEASE STANLEY REPORTS 2ND QUARTER SALES AND DISCUSSES PROFIT OUTLOOK New Britain, Connecticut, July 15, 1999: The Stanley Works (NYSE: "SWK") said today that sales for its second quarter, which ended on July 3, 1999, were $686 million. This represents a decline of 1% from sales of $692 million in the prior year. Components of the 1% sales decline were an increase of 3% from the ZAG business acquired in August 1998, offset by a decline of 3% in unit sales volume from ongoing businesses and a decline of 1% from slightly lower pricing and currency translation. Both of the company's operating segments, tools and doors, experienced similar 3% declines in unit sales volume. Geographically, unit sales volumes declined 3% in the Americas and in Europe. Commenting on the reported sales levels, John M. Trani, Chairman and Chief Executive Officer, stated: "We are experiencing the effects in hand tools and hardware of poor 1998 fill rates, since corrected, as well as a weak Latin American market and softening of industrial markets. At the same time, difficulties associated with the implementation of SAP software in a part of our doors business contributed to the lower than expected volumes." As a result of the sales levels indicated above, the company expects that second quarter "core" earnings per share will be at or near the low end of the range of Wall Street estimates (currently $.54 to $.58 per fully diluted share). Core results exclude restructuring charges, restructuring-related transition costs and certain other non-recurring costs incurred. The company plans to issue a full report on second quarter earnings on July 21. Mr. Trani commented further on the company's earnings: "Progress toward our objective of sustained profitable sales growth has been slow. Therefore, we will adjust our cost structure down to a level which can deliver improved earnings at today's sales levels. We are launching several internal initiatives designed to do just that. "At the same time, a number of new sales and marketing programs are underway which will pull products through distribution. These will complement the flow of new products." The company will provide details of these initiatives and programs at a later date. Page 5 of 7 Pages Reported earnings for the second quarter are expected to include "core" earnings per above, diminished by restructuring-related transition and Y2k costs of approximately $35 million. As noted previously, there will be no difference between reported and core earnings beginning in the third quarter. The Stanley Works, an S&P 500 company, is a worldwide supplier of tools, doors and related hardware products for professional, industrial and consumer use. Investors Gerard J. Gould Media Vance N. Meyer Contact: Director, Investor Relations Contact: Director, Communication & Public Affairs (860) 827-3833 office (860) 827-3871 office (860) 658-2718 home (203) 795-0581 home ggould@stanleyworks.com The Stanley Works corporate press releases are available on the company's internet web site at http://www.stanleyworks.com. Alternatively, they are available through PR Newswire's "Company News On-Call" service by FAX at 800-758-5804, ext. 874363 or on the internet at http://www.prnewswire.com. Page 6 of 7 Pages Exhibit (20) (ii) CAUTIONARY STATEMENTS Under the Private Securities Litigation Reform Act of 1995 The statements in the company's press release issued today regarding initiatives and programs being developed and undertaken to improve earnings and sales are forward looking and inherently subject to risk and uncertainty. The ability to improve earnings will depend on improved sales and the successful development and implementation of initiatives to adjust the cost structure. The ability to improve sales will depend on the successful development and implementation of programs geared toward our customers and the ultimate users of our products. As many of these initiatives and programs are still being developed at this time, the company is unable to identify all of the risk factors that should be taken into account in gauging its ability to achieve improved sales and earnings. Some of the risk factors to be considered include: (1) the ability to recruit and retain a sales force to implement the sales and marketing programs, (2) the ability of these programs to stimulate demand for products, (3) the ability of the current sales force to adapt to changes made in the sales organization and maintain adequate customer coverage, (4) the implementation of productivity improvements in manufacturing operations, (5) the ability to adapt output to meet changing demand, (6) the successful installation and implementation of SAP and other critical business transaction systems scheduled for the second half of this year and (7) the need to respond to significant changes in product demand and other unforeseen events. The ability to achieve improved earnings and sales will also be affected by external factors that may occur during the remainder of this year. These include pricing pressure and other changes within competitive markets; the continued consolidation of customers in consumer channels; increasing competition; changes in trade, monetary and fiscal policies and laws; inflation; currency exchange fluctuations, and the impact of dollar/foreign currency exchange rates on the competitiveness of products; and recessionary or expansive trends in the economies of the world in which the company operates. Page 7 of 7 Pages -----END PRIVACY-ENHANCED MESSAGE-----