-----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, BxF4Rfxep7wzKAXxPhEJCJQ2yswgB9p+/35yHTQ9jocv0o9VFBiqqc++R9VWsvTx 4FtBIWVT+ng7mG635yowBw== 0000950136-99-000242.txt : 19990303 0000950136-99-000242.hdr.sgml : 19990303 ACCESSION NUMBER: 0000950136-99-000242 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990224 ITEM INFORMATION: FILED AS OF DATE: 19990302 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: SEC FILE NUMBER: 001-05224 FILM NUMBER: 99555370 BUSINESS ADDRESS: STREET 1: 1000 STANLEY DRIVE STREET 2: P O BOX 7000 CITY: NEW BRITAIN STATE: CT ZIP: 06053 BUSINESS PHONE: (860) 225-5111 MAIL ADDRESS: STREET 1: 1000 STANLEY DR CITY: NEW BRITAIN STATE: CT ZIP: 06053 8-K 1 FORM 8-K 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): February 24, 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) Page 1 of 22 Pages Exhibit Index is located on Page 4 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. 1.1 Underwriting Agreement, dated as of December 1, 1992 (filed as Exhibit (1)(i) to the Registrant's Report on Form 8-K dated December 7, 1992). 1.2 Terms Agreement, dated February 24, 1999, among the Registrant, Goldman, Sachs & Co. and Salomon Smith Barney Inc. relating to the offer and sale of $120,000,000 aggregate principal amount of 5.75% Notes Due March 1, 2004 (the"Notes"). 4.1 Form of Note. Page 2 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: February 24, 1999 By: /s/ Stephen S. Weddle ---------------------------------- Name: Stephen S. Weddle Title: Vice President, General Counsel and Secretary Page 3 EXHIBIT INDEX Current Report on Form 8-K Dated February 24, 1999 THE STANLEY WORKS Exhibit No. Page --- ---- 1.1 Underwriting Agreement, dated as of Decem- ber 1, 1992 (filed as Exhibit (1)(i) to the Reg- istrant's Report on Form 8-K dated December 7, 1992). 1.2 Terms Agreement, dated February 24, 1999, 7 among the Registrant, Goldman, Sachs & Co. and Salomon Smith Barney Inc. relating to the offer and sale of $120,000,000 aggregate prin- cipal amount of 5.75% Notes Due March 1, 2004 (the"Notes"). 4.1 Form of Note. 17 Page 4 EX-1.2 2 TERMS AGREEMENT THE STANLEY WORKS (a Connecticut corporation) TERMS AGREEMENT 5.75 % Notes due March 1, 2004 February 24, 1999 Goldman, Sachs & Co. Salomon Smith Barney c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: The Stanley Works, a Connecticut corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated as of December 1, 1992, to issue and sell to you (the "Underwriters") the Securities specified herein. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, except that each representation and warranty that refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus and as of the date of this Terms Agreement in relation to the Prospectus as amended or supplemented relating to the Securities which are the subject of this Terms Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as defined therein, except that the term "Registration Statement" shall include the registration statement (No. 33-46212) referred to in the Underwriting Agreement (the "Initial Registration Statement"), including any and all amendments and post-effective amendments thereto, and the registration statement (No. 333-72861) increasing the size of the offering (the "Rule 462(b) Registration Statement"), filed or to be filed pursuant to Rule 462(b) under the Act, in each case, including all exhibits thereto and the documents incorporated by reference therein (excluding the Form T-1), as of the time the Initial Registration Statement became effective or the Rule 462(b) Registration Statement became or hereafter becomes effective. A supplement to the Prospectus relating to the Securities which are the subject of this Terms Agreement, in the form heretofore delivered to you, is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and to sell to each of the Underwriters, and each of the Underwriters agrees, severally and jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth herein, the principal amount of the Securities set forth opposite the name of such Underwriter in Schedule I hereto. 1. Terms of the Securities. Pursuant to Section 3 of the Underwriting Agreement, the terms of the Securities shall be as set forth in Schedule II hereto. 2. Representations and Warranties of the Company. Section 2 of the Underwriting Agreement is hereby amended to add the following additional repre- sentations and warranties: a. Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus; and, since the date as of which information is given in the Prospectus, there has not been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus; 2 b. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Connecticut, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; c. The Company has an authorized capitalization as set forth in the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; d. Neither the Company nor any of its subsidiaries is in violation of its Certificate of Incorporation or By-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound; e. Other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company is a party which if determined adversely would have a material adverse effect on the Company; f. The Company owns or possesses, or can acquire on reasonable terms, all licenses, inventions, copyrights, know-how, trademarks, service marks and trade names, patents and patent rights necessary to carry on its business as described in the Prospectus, and, except as set forth in the Pro spectus, the Company has not received any correspondence relating to any of the foregoing or notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which the Company believes would, singly or in the aggregate, have a material adverse effect on the Company; g. The Company has reviewed its operations and that of its subsidiaries and any third parties with which the Company or any of its subsidiaries has a material relationship to evaluate the extent to which the business or operations of the Company or any of its subsidiaries will be affected by the Year 2000 problem. As a result of such review, the Company has developed a comprehensive Year 2000 project. While due to the inherent uncertainty in Year 2000 analysis the Company is unable to determine conclusively whether the consequences of potential Year 2000 failures by 3 either the Company or its customers and key suppliers will have a material impact on the Company's results of operations, liquidity and financial condition, the Company expects that its Year 2000 project will significantly reduce both the level of uncertainty regarding the potential impact as well as reduce the risk of interruptions to routine business operations. As of the date hereof, the Company's Year 2000 project is proceeding on schedule and the Com pany anticipates that its Year 2000 project will be completed in the fourth quarter of 1999. 3. Conditions of the Obligations of the Underwriters. Section 5 of the Underwriting Agreement is hereby amended by deleting the words "and statistical" in the last sentence of the last paragraph of subsection 5(d). 4. Indemnification. Section 6 of the Underwriting Agreement is hereby amended by deleting clause (ii) of subsection 6(a) in its entirety and ending the paragraph after the word "therein." 5. Governing Law. This Agreement shall be governed by the laws of the State of New York. 4 If the foregoing is in accordance with your understanding, please sign and return to us four counterparts hereof, and upon acceptance hereof by you, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. Very truly yours, The Stanley Works By: /s/ Stephen S. Weddle --------------------------------- Stephen S. Weddle Vice President, Secretary and General Counsel Accepted as of the date hereof: Goldman, Sachs & Co. Salomon Smith Barney Inc. By: /s/ Goldman, Sachs & Co. ----------------------------- (Goldman, Sachs & Co.) 5 SCHEDULE I PRINCIPAL AMOUNT OF UNDERWRITER SECURITIES TO BE PURCHASED ----------- -------------------------- Goldman, Sachs & Co. $ 72,000,000 Salomon Smith Barney Inc. 48,000,000 ------------- Total $ 120,000,000 ============= 6 SCHEDULE II TITLE OF SECURITIES: 5.75% Notes due March 1, 2004 AGGREGATE PRINCIPAL AMOUNT: $ 120,000,000 PRICE TO PUBLIC: 99.961% of the principal amount, plus accrued interest, if any, from March 1, 1999 to March 1, 1999 PURCHASE PRICE BY UNDERWRITERS: 99.361% of the principal amount, plus accrued interest, if any, from March 1, 1999 to March 1, 1999 FORM OF SECURITIES: Book-entry only form represented by one or more global securities deposited with The Depository Trust Company (the "Depositary") or its designated custodian SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same day) funds CLOSING DATE AND TIME: 10:00 a.m. (New York City time), March 1, 1999 7 INDENTURE: Indenture dated as of April 1, 1986, between the Company and State Street Bank and Trust Company, as successor trustee, as amended by the First Supplemental Indenture, dated as of June 15, 1992. MATURITY: March 1, 2004 INTEREST RATE: 5.75% INTEREST PAYMENT DATES: March 1 and September 1, commencing September 1, 1999 REDEMPTION PROVISIONS: None SINKING FUND PROVISIONS: None DELAYED DELIVERY CONTRACTS: Not authorized CLOSING PLACE: Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022 PLACE OF DELIVERY OF SECURITIES: 8 The Securities will be delivered through the book-entry facilities of the Depositary and will be made available for checking by the Underwriters, the Depositary and the Trustee at least 24 hours prior to the Closing Date NOTICES TO THE UNDERWRITERS PURSUANT TO SECTION 9 OF THE UNDERWRITING AGREE- MENT: Notices shall be given to Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, Attention: Fil Rensky 9 EX-4.1 3 CERTIFICATE Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company (as defined below) or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED PRINCIPAL AMOUNT No. 1 $120,000,000 CUSIP: 854616AF6 THE STANLEY WORKS 5.75% NOTE DUE MARCH 1, 2004 The Stanley Works, a corporation organized and existing under the laws of the State of Connecticut (hereinafter called the "Company," which term shall include any successor corporation), for value received, hereby promises to pay to CEDE & CO., or registered assigns, upon presentation, the principal sum of ONE HUNDRED TWENTY MILLION DOLLARS on March 1, 2004 and to pay interest thereon from September 1, 1999, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 1 and September 1 in each year, at the rate of 5.75% per annum, until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest which shall be the February 15 or August 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Payment of the principal of and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, City of New York, or elsewhere as provided in the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; PROVIDED, HOWEVER, that payment of interest may be made at the option of the Company by wire transfer to an account maintained by DTC for such purpose or by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of April 1, 1986, as amended by the First Supple mental Indenture, dated as of June 15, 1992 (herein called the "Indenture"), between the Company and State Street Bank and Trust Company, as successor trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the first page hereof, limited in aggregate principal amount to $120,000,000. If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of more than 50% in principal amount of the Outstanding Securities of each series of Securities then Outstanding affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of a series (or in certain cases all the Securities) at the time Outstanding, on behalf of the Holders of all Securities of such series (or all the Securities, as the case may be), to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their 2 consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 3 THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 4 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. THE STANLEY WORKS By: /s/ John M. Trani ---------------------------------------------- Name: John M. Trani Title: Chairman and Chief Executive Officer Attest: By: /s/ Stephen S. Weddle --------------------------------------- Name: Stephen S. Weddle Title: Vice President, General Counsel and Secretary Dated: March 1, 1999 TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Securities of the series designated herein and issued under the Indenture described herein. STATE STREET BANK AND TRUST COMPANY, Trustee By: /s/ Kathy A. Larimore -------------------------- Authorized Officer 5 =============================================================================== ASSIGNMENT FORM FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ----------------------------- - ----------------------------- .............................................. ............................................................................... (Please Print or Typewrite Name and Address including Zip Code of Assignee) ............................................................................... the within Security of The Stanley Works and hereby does irrevocably constitute and appoint ..................................................................... Attorney to transfer said Security on the books of the within-named Company with full power of substitution in the premises. Dated:_____________________ ______________________________________ ______________________________________ NOTICE: The signature to this assignment must correspond with the name as it appears on the first page of the within Security in every particular, without alteration or enlargement or any change whatever. =============================================================================== 6 -----END PRIVACY-ENHANCED MESSAGE-----