[GRAPHIC LOGO OMITTED] STANLEY
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
[X] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended June 28, 2003.
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Transition Period from [ ] to [ ]
Commission File Number 1-5224
THE STANLEY WORKS
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-0548860
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1000 Stanley Drive
New Britain, Connecticut 06053
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(Address of principal executive offices) (Zip Code)
(860) 225-5111
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(Registrant's telephone number)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
85,398,329 shares of the registrant's common stock were outstanding as of May 2,
2003.
EXPLANATORY NOTE
The purpose of this Form 10-Q/A is to amend Item 6 to add Exhibits
10(i), Form of Change in Control Severance Agreements, and 10(ii), Schedule of
Certain Executive Officers who are Parties to the Change in Control Severance
Agreements in the forms referred to in Exhibit 10(i).
This amendment does not reflect events occurring after the original
filing of the Form 10-Q, or modify or update those disclosures in the Form 10-Q,
except to reflect the amendment described above.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit Description:
No.
10 (i) Forms of Change in Control Severance Agreements.
10 (ii) Schedule of Certain Executive Officers who are Parties to the
Change in Control Severance Agreements in the forms
referred to in Exhibit 10(i).
31 (i) Certification by CEO pursuant to Rule 13a-14(a).
31 (ii) Certification by CFO pursuant to Rule 13a-14(a).
32 (i) Certification by CEO pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
32 (ii) Certification by CFO pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
(b) Reports on Form 8-K
(1) The Company filed a Current Report on Form 8-K dated April 9,
2003 with respect to the Company's press release announcing
plans to improve operating margin, reduce outstanding shares
and providing earnings guidance for the first quarter and the
full year 2003.
(2) The Company filed a Current Report on Form 8-K dated April
29, 2003 with respect to the Company's press release reporting
results for the first quarter of 2003.
(3) The Company filed a Current Report on Form 8-K dated May 8,
2003 with respect to the Company's press release providing
earnings guidance for the second quarter and full year 2003
with additional guidance regarding cash flow in 2003.
(4) The Company filed a Current Report on Form 8-K dated May 20,
2003 with respect to the Company's press release announcing
the retirement of John M. Trani, Chairman and Chief Executive
Officer, effective December 31, 2003.
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: August 25, 2003 By: /s/ James M. Loree
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James M. Loree
Executive Vice President
and Chief Financial Officer