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): December 12, 2003
-----------------
The Stanley Works
-----------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Connecticut 1-5244 06-0548860
-----------------------------------------------------------------------------
(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 8 Pages
Item 7. Financial Statements and Exhibits
---------------------------------
(c)20(i) Press Release dated December 12, 2003 regarding agreement for
acquisition of Chicago Steel Tape Co. and certain related assets
and affiliated companies.
(c)20(ii) Cautionary Statements relating to forward-looking statements
included in Exhibit 20(i).
Item 9. Regulation FD Disclosure
------------------------
In a press release attached to this Form 8-K, the company
announced an agreement to acquire Chicago Steel Tape Co. and
certain related assets and affiliated companies.
Page 2 of 8 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: December 12, 2003 By: /s/ Bruce H. Beatt
----------------- -------------------------------
Name: Bruce H. Beatt
Title: Vice President, General
Counsel and Secretary
Page 3 of 8 Pages
EXHIBIT INDEX
Current Report on Form 8-K
Dated December 12, 2003
Exhibit No. Page No.
----------- --------
20(i) 5
20(ii) 7
Page 4 of 8 Pages
Exhibit 20(i)
-------------
FOR IMMEDIATE RELEASE
THE STANLEY WORKS ANNOUNCES ACQUISITION OF CST/BERGER
New Britain, Connecticut, December 12, 2003 ... The Stanley Works (NYSE: SWK)
announced today that it has entered into a definitive agreement to acquire
Wateska, Illinois-based Chicago Steel Tape Co. and certain related assets and
affiliated companies that are collectively known as CST/Berger, a leading
designer and manufacturer of laser and optical leveling and measuring equipment,
for $62 million cash. CST/Berger's products include laser and optical surveying,
leveling and alignment tools, surveyor supplies and accessories that are sold
principally in the Specialty Tools and Fasteners Distributors Association
("STAFDA") channel in the U.S., as well as specialty surveyors' and contractors'
supply distributors.
John M. Trani, Chairman & Chief Executive Officer stated: "CST/Berger is a
strategic bolt-on addition to our Tools Group. We are clearly the global leader
in measuring, with unmatched technology, innovative products and the leading
global market share in tape rules. Our objective is to move the company from
just tape rules to measuring devices and to focus upon professional customers.
With its leading market positions in growing categories, CST/Berger meets that
objective.
"Earlier this week we announced the planned disposition of our residential entry
doors business. This CST/Berger acquisition is expected to replace about 35
percent of the revenues and approximately 50 percent of the earnings of the
residential entry doors business. This move continues the shift of our portfolio
toward favored markets, those with higher inherent growth and profitability. Our
two growth platforms - the Tools Group and Security Solutions - will account for
over 60 percent of revenues in 2004.
Page 5 of 8 Pages
"We expect our portfolio repositioning to continue into 2004. The successful
Best Access Systems integration demonstrated our ability to do so."
The Closing for this transaction is subject to certain approvals, third-party
consents and customary conditions, and is expected to occur in the first quarter
of 2004.
The Stanley Works, an S&P 500 company, is a worldwide supplier of tools,
hardware and door systems for professional, industrial and consumer use.
Contact: Gerry Gould
Vice President, Investor Relations
(860) 827-3833
ggould@stanleyworks.com
This press release contains forward-looking statements. Cautionary statements
accompanying these forward-looking statements are set forth, along with this
news release, in a Form 8-K filed with the Securities and Exchange Commission
today.
The Stanley Works corporate press releases are available under Financial News in
the Investor Relations section of the company's corporate web site at
www.stanleyworks.com.
Page 6 of 8 Pages
Exhibit 20(ii)
--------------
CAUTIONARY STATEMENTS
Under the Private Securities Litigation Reform Act of 1995
Statements in the company's press release attached to this Current Report on
Form 8-K regarding the company's ability to (i) replace about 35 percent of the
revenues and 50 percent of the earnings of the residential entry door business
through the acquisition of CST/Berger (the "Acquisition") and (ii) for the Tools
Group and Security Solutions platforms to account for over 60 percent of
revenues in 2004 are forward looking and inherently subject to risk and
uncertainty.
The company's ability to deliver the results as described above (the "Results")
is based on current expectations and involves inherent risks and uncertainties,
including factors listed below and other factors that could delay, divert, or
change any of them, and could cause actual outcomes and results to differ
materially from current expectations.
The company's ability to deliver the Results is dependent upon (i) the
satisfaction of customary conditions and the receipt of necessary third-party
consents and approvals regarding the Acquisition within anticipated time frames;
(ii) the successful integration of the acquired business with the companies'
existing businesses; (iii) the success of the company's efforts to decentralize
its operations functions, primarily in its Tools and Security Solutions business
groups; (iv) the success of the company's efforts to reduce its workforce and
close certain facilities, including the resolution of any labor issues related
to such activities, the need to respond to significant changes in product demand
while any facility consolidation is in process and other unforeseen events; (v)
continued improvements in productivity and cost reductions; and (vi) the
continued improvement in the payment terms under which the company buys and
sells goods, materials and products.
The company's ability to deliver the Results is also dependent upon (i) the
continued success of the company's marketing and sales efforts, including the
company's ability to recruit and retain an adequate sales force; (ii) the
continued success of The Home Depot and Wal-Mart sales initiatives as well as
other programs to stimulate demand for company products; (iii) the ability of
the sales force to adapt to changes made in the sales organization and achieve
adequate customer coverage; (iv) the ability of the company to fulfill demand
for its products; and (v) the absence of increased pricing pressures from
customers and competitors and the ability to defend market share in the face of
price competition.
Page 7 of 8 Pages
The company's ability to achieve the objectives discussed above will also be
affected by external factors. These external factors include pricing pressure
and other changes within competitive markets, the continued consolidation of
customers in consumer channels, inventory management pressures on the company's
customers, increasing competition, changes in trade, monetary, tax and fiscal
policies and laws, inflation, currency exchange fluctuations, the impact of
dollar/foreign currency exchange and interest rates on the competitiveness of
products and the company's debt program, the strength of the U.S. Economy and
the impact of events that cause or may cause disruption in the company's
distribution and sales networks such as war, terrorist activities, political
unrest and recessionary or expansive trends in the economies of the world in
which the company operates.
The company undertakes no obligation to publicly update or revise any
forward-looking statements to reflect events or circumstances that may arise
after the date hereof.
Page 8 of 8 Pages