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 24,238,200 kwh. of electric energy during 2001.
(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 28th day of February, 2002.
The Stanley Works
By: /s/ David S. Winakor
-------------------------------
David S. Winakor
Corporate Counsel
and Assistant Secretary
CORPORATE SEAL
Attest:
/s/ Bruce H. Beatt
------------------------------
Bruce H. Beatt
Vice President, General
Counsel and Secretary
Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed.
David S. Winakor Corporate Counsel & Assistant Secretary
--------------------------------------------------------------
(Name) (Title)
1000 Stanley Drive, New Britain, CT 06053
---------------------------------------------------------------
(Address)
EXHIBIT A
The Stanley Works and Subsidiaries
Consolidating Statements of Operations
For the fiscal year ended December 29, 2001
(Unaudited, Thousands of Dollars)
Farmington Consolidated
River Power All Other Stanley
Company Subsidiaries Works
----------- ------------ -------------
Net Sales $ - $ 2,624,450 $ 2,624,450
Costs and Expenses
Costs of sales (141) 1,701,491 1,701,350
Selling, general and 70 593,680 593,750
administrative
Interest, net - 25,625 25,625
Other, net - (5,400) (5,400)
Restructuring - 72,425 72,425
------------ ------------ -------------
(71) 2,387,821 2,387,750
------------ ------------ -------------
Earnings Before Income Taxes 71 236,629 236,700
Income Taxes - 78,400 78,400
------------ ------------ -------------
Net Earnings $ 71 $ 158,229 $ 158,300
============ ============ =============
The Stanley Works and Subsidiaries
Consolidating Balance Sheets
For the fiscal year ended December 29, 2001
(Unaudited, Thousands of Dollars)
Farmington Consolidated
River Power All Other Stanley
Company Subsidiaries Eliminations Works
----------- ------------- ------------ -----------
ASSETS
Current Assets
Cash and cash equivalents $ - $ 115,200 $ - $ 115,200
Accounts and notes
receivable - 551,300 - 551,300
Inventories - 410,100 - 410,100
Deferred taxes - 4,700 - 4,700
Other current assets - 60,000 - 60,000
---------- ---------- ---------- -----------
Total Current Assets - 1,141,300 - 1,141,300
---------- ---------- ---------- -----------
Property, Plant
and Equipment 2,018 492,282 - 494,300
Goodwill and
Other Intangibles - 236,100 - 236,100
Other Assets - 187,887 (3,887) 184,000
----------- ---------- ----------- -----------
Total Assets $ 2,018 $2,057,569 $ (3,887) $2,055,700
=========== ========== ========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term borrowings $ - $ 177,300 $ - $ 177,300
Current maturities of
long-term debt - 120,100 - 120,100
Accounts payable - 247,700 - 247,700
Accrued expenses 27 280,373 - 280,400
---------- ---------- --------- ----------
Total Current
Liabilities 27 825,473 - 825,500
---------- ---------- --------- ----------
Long-Term Debt - 196,800 - 196,800
Restructuring Reserves - 11,465 - 11,465
Other Liabilities 1 189,634 - 189,635
---------- ---------- --------- ----------
Total Liabilities 28 1,223,372 - 1,223,400
---------- ---------- --------- ----------
Shareholders' Equity
Preferred Stock - - - -
Common Stock 150 230,800 (150) 230,800
Retained earnings 942 1,183,958 - 1,184,900
Accumulated other
comprehensive loss - (138,800) - (138,800)
ESOP Debt - (187,700) - (187,700)
Affiliate Investment 898 2,869 (3,767) -
--------- ---------- ------- ----------
1,990 1,091,127 (3,917) 1,089,200
Less: cost of common
stock in treasury - (256,900) - (256,900)
---------- ---------- --------- -----------
Total Shareholders'
Equity 1,990 834,227 (3,917) 832,300
---------- ---------- --------- ----------
Total Liabilities and
Shareholders' Equity $ 2,018 $2,057,599 $ (3,917) $2,055,700
========= ========== ========= ==========
EXHIBIT B
Not Applicable
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 Foreign Sales Corporation Virgin Islands
Jensen Tools, Inc. Delaware
Contact East, Inc. Massachusetts
Stanley-Bostitch Holding Corporation Delaware
Stanley Logistics, Inc. Delaware
Stanley Fastening Systems, L.P. Delaware
Stanley de Chihuahua S.de R.L. de C.V. Mexico
Stanley Receivables Corporation Delaware
Stanley Funding Corporation Delaware
The Stanley Works C.V. Netherlands
Stanley Canada Inc. Ontario, Canada
Mac Tools Canada Inc. Ontario, Canada
Stanley Tools (N.Z.) Ltd. New Zealand
Stanley do Brasil Ltda. Brazil
Herramientas Stanley S.A. de C.V. Mexico
Stanley-Bostitch, S.A. de C.V. Mexico
Stanley Atlantic, Inc. Delaware
Stanley Israel Investments, Inc. Delaware
Stanley Israel Investments B.V. Netherlands
T.S.W. Israel Investments Ltd. Israel
Jurisdiction of
Corporate Name Incorporation
-------------------------------------------------------------------------------
ZAG Industries Ltd. (92.6%) Israel
ZAG Industries U.S.A. Inc. Delaware
Design and Shoot LTD Israel
ZAG Operation (Assets) LTD Israel
RGTI Island of Nevis
ZAG Latin America LTD Brazil
ZAG Israel Marketing LTD Israel
ZAG U.K. U.K.
A.M.T.Y. Vermogensverwoltan Island of Nevis
Stanley International Holdings, Inc. Delaware
Stanley Pacific Inc. Delaware
Stanley Svenska A.B. Sweden
Stanley Works (Europe) A.G. Switzerland
Stanley European Holdings, L.L.C. Delaware
Stanley Europe B.V.B.A. Belgium
Stanley European Holdings B.V. Netherlands
Stanley Tools Poland Sp.zo.o. Poland
Stanley Fastening Systems
Poland Sp.zo.o. Poland
S.A. Stanley Works (Belgium) B.V.B.A. Belgium
Bostitch G.m.b.H. Germany
Friess G.m.b.H. Germany
Stanley Deutschland G.m.b.H. Germany
Canico G.m.b.H. (49%) Germany
Stanley Doors France, S.A.S. France
Stanley France Services, S.A.S. France
Jurisdiction of
Corporate Name Incorporation
-------------------------------------------------------------------------------
Stanley Tools, S.A.S. France
Stanley France, S.A.S. France
Stanley Nordic ApS Denmark
Stanley Works (Nederland) B.V. Netherlands
Stanley Iberia S.L. Spain
Suomen Stanley O.Y. Finland
Stanley Italia S.r.l. Italy
Stanley Tools S.r.l. Italy
F.I.P.A. Due S.r.l. Italy
Stanley U.K. Holding Ltd. U.K.
Stanley U.K. Limited U.K.
The Stanley Works Limited U.K.
Stanley U.K. Sales Limited U.K.
Stanley U.K. Services Limited U.K.
The Stanley Works Pty. Ltd. Australia
Stanley Works Asia Pacific Pte. Ltd. Singapore
The Stanley Works Sales (Philippines), Inc. Philippines
The Stanley Works (Bermuda) Ltd. Bermuda
The Stanley Works Japan K.K. Japan
Stanley Works (Thailand) Ltd. Thailand
TONA a.s. (LTD) (92.85%) Czech Republic
Stanley Works Malaysia Sdn. Bhd. Malaysia
Stanley Works China Investments Ltd. (80%) Virgin Islands
Stanley (Zhongshan) Hardware
Co. Ltd.(65%) China
Jurisdiction of
Corporate Name Incorporation
-------------------------------------------------------------------------------
Chiro Tools Holdings B.V. Netherlands
Stanley Chiro International Ltd. Taiwan
Beijing Daxing Stanley-Bostitch Metal
Industries Company Limited (98%) China
Stanley (Tianjin) International
Trading Company, Ltd. China
ATTACHMENT 2
Narrative Description of the Business. The Company was founded in 1843 by
Frederick T. Stanley and incorporated in 1852. Stanley is a worldwide supplier
of tools and door and related hardware products for professional, industrial and
consumer use. Stanley(R) is a brand recognized around the world for quality and
value.
In 2001, Stanley had net sales of $2.624 billion and employed
approximately 14,400 people worldwide. The Company's principal executive office
is located at 1000 Stanley Drive, New Britain, Connecticut 06053 and its
telephone number is (860) 225-5111.
In 2001, the Company undertook new initiatives to reduce its cost
structure and executed several business repositionings intended to improve its
competitiveness. These actions have or will result in the closure of thirteen
facilities and a net employment reduction of approximately 2,100 production,
selling and administrative people. As a result, the company recorded $18 million
and $54 million of restructuring and asset impairment charges in the first and
fourth quarters, respectively. Reserves were established for these initiatives
consisting of $55 million for severance, $10 million for asset impairment
charges and $7 million for other exit costs. These initiatives are expected to
be substantially completed by the middle of 2003.
The Company's operations are classified into two industry
segments: Tools and Doors.
Tools. The Tools segment manufactures and markets carpenters,
mechanics, pneumatic and hydraulic tools as well as tool sets. These products
are distributed directly to retailers (including home centers, mass merchants
and retail lumber yards) and end users as well as through third party
distributors. Carpenters tools include hand tools such as measuring instruments,
planes, hammers, knives and blades, screwdrivers, saws, garden tools, chisels,
boring tools, masonry, tile and drywall tools, as well as electric stud sensors,
levels, alignment tools and elevation measuring systems. The company markets its
carpenters tools under the Stanley(R), FatMax(TM), MaxGrip(TM), Powerlock(R),
IntelliTools(R), Contractor Grade(TM), Dynagrip(R), AccuScape(TM) and
Goldblatt(R) brands.
Mechanics tools include consumer, industrial and professional mechanics
hand tools, including wrenches, sockets, electronic diagnostic tools, tool boxes
and high-density industrial storage and retrieval systems. Mechanics tools are
marketed under the Stanley(R), Proto(R), Mac(R), Husky(R), Jensen(R), Vidmar(R),
ZAG(R) and Blackhawk(TM) brands.
Pneumatic tools include BOSTITCH(R) fastening tools and fasteners
(nails and staples) used for construction, remodeling, furniture making, pallet
manufacturing and consumer use and pneumatic air tools marketed under the
Stanley(R) brand (these are high performance, precision assembly tools,
controllers and systems for tightening threaded fasteners used chiefly by
vehicle manufacturers).
Hydraulic tools include Stanley(R) hand-held hydraulic tools used by
contractors, utilities, railroads and public works as well as LaBounty(R)
mounted demolition hammers and compactors designed to work on skid steer
loaders, mini-excavators, backhoes and large excavators.
Doors. The Doors segment manufactures and markets commercial and
residential doors, both automatic and manual, as well as closet doors and
systems, home decor and door and consumer hardware. Products in the Doors
segment include residential insulated steel, reinforced fiberglass and wood
entrance door systems, vinyl patio doors, mirrored closet doors and closet
organizing systems, automatic doors as well as related door hardware products
ranging from hinges, hasps, bolts and latches to shelf brackets and lock sets.
Door products are marketed under the Stanley(R), Magic-Door(R), Welcome
Watch(R), Stanley-Acmetrack(TM), Monarch(TM) and Acme(R) brands and are sold
directly to end users and retailers as well through third party distributors.