FORM 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
(X)Annual Report pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 2001
or
( ) Transition Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______ to _______
Commission file number 1-5224
The Stanley Account Value Plan
------------------------------------------------------
(Full title of the plan)
The Stanley Works
1000 Stanley Drive
New Britain, Connecticut 06053
------------------------------------------------------
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive offices
The Stanley Account Value Plan
Audited Financial Statements
and Supplemental Schedules
Years ended December 31, 2001 and 2000
CONTENTS
Report of Independent Auditors................................................1
Audited Financial Statements
Statement of Net Assets Available for Benefits at December 31, 2001...........2
Statement of Net Assets Available for Benefits at December 31, 2000...........3
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 31, 2001..............................................4
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 31, 2000..............................................5
Notes to Financial Statements.................................................6
Supplemental Schedules
Schedule H, Line 4(i)--Schedule of Assets (Held At End of Year)..............12
Schedule H, Line 4(j)--Schedule of Reportable Transactions...................13
Exhibit 23 - Consent of Ernst & Young LLP...................................F-1
Report of Independent Auditors
Pension Committee of The Board of Directors
The Stanley Works
We have audited the accompanying statements of net assets available for benefits
of The Stanley Account Value Plan as of December 31, 2001 and 2000, and the
related statements of changes in net assets available for benefits for the years
then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2001 and 2000, and the changes in net assets available for benefits
for the years then ended, in conformity with accounting principles generally
accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
(held at end of year) as of December 31, 2001, and reportable transactions for
the year then ended, are presented for purposes of additional analysis and are
not a required part of the financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, are fairly stated in all material respects in relation to the financial
statements taken as a whole.
Hartford, Connecticut
June 25, 2002
The Stanley Account Value Plan
Statement of Net Assets Available for Benefits
December 31, 2001
UNALLOCATED
STANLEY STOCK CORNERSTONE STANLEY STOCK MUTUAL
FUND LOAN FUND FUND FUND FUNDS TOTAL
---- --------- ----------- ------------- ----- -----
ASSETS
Investments, at current market value:
The Stanley Works Common Stock:
89,761 shares (cost $1,448,234) $4,180,170 $4,180,170
6,017,356 shares
(cost $166,704,171) $280,228,269 280,228,269
7,637,039 shares
(cost $133,113,081) $355,656,906 355,656,906
Short-term investments 2,122,068 1,776,109 34,293 $9,281 3,941,751
Mutual Funds 23,954,928 19,886,848 43,841,776
------------ ----------- ------------ ----------- ------------
282,350,337 29,911,207 355,691,199 19,896,129 687,848,872
Cash 3,297,266 119,734 (6,643) 6,643 3,417,000
Contributions receivable 5,716,603 5,716,603
Dividends and interest receivable 2,918 575,098 148 77,737 655,901
Debt issuance costs, net of
accumulated amortization of
$330,327 2,501,050 2,501,050
Loans to participants 6,839,274 6,839,274
------------ ---------- ----------- ------------ ----------- ------------
$285,650,521 $6,959,008 $36,196,265 $358,192,397 $19,980,509 $706,978,700
============ ========== =========== ============ =========== ============
LIABILITIES
Liabilities:
Debt $187,736,600 $187,736,600
Accounts payable $525,589 $174,794 700,383
----------- ------------ ----------- ------------
525,589 187,736,600 174,794 188,436,983
Net assets available for benefits $285,650,521 $6,959,008 35,670,676 170,455,797 19,805,715 518,541,717
------------ ---------- ----------- ------------ ----------- ------------
$285,650,521 $6,959,008 $36,196,265 $358,192,397 $19,980,509 $706,978,700
============ ========== =========== ============ =========== ============
See accompanying notes.
2
The Stanley Account Value Plan
Statement of Net Assets Available for Benefits
December 31, 2000
UNALLOCATED
STANLEY STOCK CORNERSTONE STANLEY STOCK MUTUAL
FUND LOAN FUND FUND FUND FUNDS TOTAL
---- --------- ----------- ------------- ----- -----
ASSETS
Investments, at current market value:
The Stanley Works Common Stock:
68,402 shares (cost $1,096,439) $ 2,133,322 $ 2,133,322
7,236,426 shares
(cost $151,677,907) $225,689,654 225,689,654
8,129,686 shares
(cost $141,026,106) $253,548,287 253,548,287
Short-term investments 1,831,359 1,863,331 5,490 $ 9,740 3,709,920
Mutual Funds 18,607,094 17,018,314 35,625,408
-------------- -------------- -------------- -------------- ------------
227,521,013 22,603,747 253,553,777 17,028,054 520,706,591
Cash 1,224,843 $ 82,780 1,307,623
Contributions receivable 13,557,664 13,557,664
Dividends and interest receivable 7,888 540,184 1,079 30,872 580,023
Debt issuance costs, net of
accumulated amortization
of $235,948 2,595,430 2,595,430
Loans to participants 8,000,490 8,000,490
-------------- -------------- -------------- -------------- -------------- ------------
$228,753,744 $8,083,270 $36,701,595 $256,150,286 $17,058,926 $546,747,821
============== ============== ============== ============== ============== ============
LIABILITIES
Liabilities:
Debt $194,836,244 $194,836,244
Accounts payable $ 506,635 $ 102,563 609,198
-------------- -------------- -------------- ------------
506,635 194,836,244 102,563 195,445,442
Net assets available for benefits $228,753,744 $8,083,270 $36,194,960 61,314,042 16,956,363 351,302,379
-------------- -------------- -------------- -------------- -------------- ------------
$228,753,744 $8,083,270 $36,701,595 $256,150,286 $17,058,926 $546,747,821
============== ============== ============== ============== ============== ============
See accompanying notes.
3
The Stanley Account Value Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2001
UNALLOCATED
STANLEY STOCK CORNERSTONE FUND STANLEY STOCK
FUND LOAN FUND FUND
------------------ ----------------- ------------------ ------------------
ADDITIONS
Investment income:
Dividends $ 6,166,824 $ 55,023 $ 7,407,669
Interest 79,873 44,600 23,183
------------------ ------------------ ------------------
6,246,697 99,623 7,430,852
Net appreciation (depreciation) 96,574,945 5,664,875 110,031,252
Employee contributions 6,891,338
Employer contribution 3,254,644 10,568,534
DEDUCTIONS
Withdrawals (74,360,737)
Administrative expenses (107,686) (74,468)
Amortization expense (94,379)
Interest expense (11,662,059)
Interfund transfers - net 18,397,576 $ (1,124,262) (16,782,848) 3,436,089
------------------ ----------------- ------------------ ------------------
Net increase (decrease) 56,896,777 (1,124,262) (524,284) 109,141,755
Net assets available for benefits at beginning of
year 228,753,744 8,083,270 36,194,960 61,314,042
------------------ ----------------- ------------------ ------------------
Net assets available for benefits at end of year $ 285,650,521 $ 6,959,008 $ 35,670,676 $ 170,455,797
================== ================= ================== ==================
MUTUAL FUNDS TOTAL
------------------ -------------------
ADDITIONS
Investment income:
Dividends $ 350,991 $ 13,980,507
Interest 417 148,073
------------------ -------------------
351,408 14,128,580
Net appreciation (depreciation) (1,271,534) 210,999,538
Employee contributions 7,757,378 14,648,716
Employer contribution 13,823,178
DEDUCTIONS
Withdrawals (74,360,737)
Administrative expenses (61,345) (243,499)
Amortization expense (94,379)
Interest expense (11,662,059)
Interfund transfers - net (3,926,555)
------------------ -------------------
Net increase (decrease) 2,849,352 167,239,338
Net assets available for benefits at beginning of
year 16,956,363 351,302,379
------------------ -------------------
Net assets available for benefits at end of year $ 19,805,715 $ 518,541,717
================== ===================
See accompanying notes.
4
The Stanley Account Value Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2000
UNALLOCATED
STANLEY STOCK CORNERSTONE FUND STANLEY STOCK
FUND LOAN FUND FUND
------------------ ----------------- ------------------ ------------------
ADDITIONS
Investment income:
Dividends $ 5,040,212 $ 1,711,552 $ 7,536,145
Interest 102,864 $ 28,889 75,391 1,742
------------------ ----------------- ------------------ ------------------
5,143,076 28,889 1,786,943 7,537,887
Net realized and unrealized appreciation
(depreciation) 4,896,909 (3,262,247) 1,350,045
Employee contributions 9,124,783
Employer contribution 4,633,497 20,724,584
DEDUCTIONS
Withdrawals (42,538,567)
Administrative expenses (248,437) (74) (93,964)
Amortization expense (94,379)
Interest expense (12,103,340)
Interfund transfers - net 8,684,765 (1,677,290) (9,054,012) 3,697,880
------------------ ----------------- ------------------ ------------------
Net increase (decrease) (10,303,974) (1,648,475) 10,101,304 388,093
Net assets available for benefits at beginning of
year 239,057,718 9,731,745 26,093,656 60,925,949
------------------ ----------------- ------------------ ------------------
Net assets available for benefits at end of year $ 228,753,744 $ 8,083,270 $ 36,194,960 $ 61,314,042
================== ================= ================== ==================
MUTUAL FUNDS TOTAL
------------------ -------------------
ADDITIONS
Investment income:
Dividends $ 197,942 $ 14,485,851
Interest 302,106 510,992
------------------ -------------------
500,048 14,996,843
Net realized and unrealized appreciation
(depreciation) (1,482,965) 1,501,742
Employee contributions 8,424,265 17,549,048
Employer contribution 25,358,081
DEDUCTIONS
Withdrawals (42,538,567)
Administrative expenses (52,542) (395,017)
Amortization expense (94,379)
Interest expense (12,103,340)
Interfund transfers - net (1,651,343) -
------------------ -------------------
Net increase (decrease) 5,737,463 4,274,411
Net assets available for benefits at beginning of
year 11,218,900 347,027,968
------------------ -------------------
Net assets available for benefits at end of year $ 16,956,363 $ 351,302,379
================== ===================
See accompanying notes.
5
The Stanley Account Value Plan
Notes to Financial Statements
December 31, 2001
1. DESCRIPTION OF THE PLAN
The Stanley Account Value Plan (the "Plan"), which operates as a leveraged
employee stock ownership plan, is designed to comply with the Internal Revenue
Code of 1986, as amended, and is subject to the applicable provisions of the
Employee Retirement Income Security Act of 1974, as amended. The Plan is a
defined contribution plan for eligible United States salaried and hourly paid
employees of The Stanley Works (the "Company").
Each year, participants may contribute, through pre-tax payroll deductions up to
15% of their compensation, as defined in the Plan Agreement. Such contributions
are matched by the Company in an amount equal to 50% of the participant's
contribution up to a maximum matching contribution of 3 1/2% of the
participant's compensation.
Prior to 1998, participant and Company contributions were invested in the
Stanley Stock Fund. In 1998, the investment options for plan participant
contributions were enhanced to include four investment funds in addition to the
Company's common stock. Participants may invest in one fund, divide the account
value among the funds or choose one of three pre-mixed blended investment
options. Participant and Company contributions, prior to July 1, 1998, invested
in the Stanley Stock Fund are guaranteed, if necessary, by the Retirement Plan
for Salaried Employees of The Stanley Works or by the Pension Plan for Hourly
Paid Employees of The Stanley Works, providing that the investment return on
such stock acquired with employee contributions will not be less than an
investment return based on two-year U.S. Treasury notes. For employee
contributions and related Company match, the following investment funds are
offered:
STANLEY STOCK FUND--Consists of common stock of The Stanley Works. This stock is
traded on the New York and Pacific Stock Exchanges under the symbol SWK.
MUTUAL FUNDS
PYRAMID EQUITY INDEX FUND--Seeks long-term growth, subject to the short-term
fluctuations characteristic of the stock market. The fund invests in most of
the Standard & Poors 500 (S&P 500), as well as other investments whose value
is based on S&P 500 stocks.
INVESCO RETIREMENT TRUST STABLE VALUE FUND--Seeks liquidity and safety of
principal, while providing a higher return than is typically offered by
money market funds. The fund invests in a diversified portfolio of
investment contracts with insurance companies, banks and other financial
institutions.
6
The Stanley Account Value Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
AMERICAN FUNDS EUROPACIFIC GROWTH FUND--Seeks long-term growth, subject to
the risks involved in investing outside of the United States, such as
currency fluctuations, political instability, differing securities
regulations and periods of liquidity.
FIDELITY SMALL CAP INDEPENDENCE FUND--Seeks long-term growth, subject to the
short-term fluctuations characteristic of the small stock market. The fund
invests in securities of small capitalization companies in various
industries.
CORNERSTONE FUND
In 1998, the Plan was amended to provide an additional non-contributory benefit
for U.S. salaried and non-union hourly employees ("Cornerstone Fund"). Under
this benefit arrangement, the Company contributes amounts ranging from 2% to 9%
of employee compensation based on age. Assets of this benefit feature are
invested in Stanley stock, mutual funds and other short-term investments.
Employees are fully vested as to amounts in their savings accounts attributable
to their own contributions and earnings thereon and amounts transferred from the
other qualified plans on their behalf. All participants are vested in 100% of
the value of the Company matching contributions made on their behalf after five
years of service, with no vesting in the matching contributions during the first
through fifth years of service.
Benefits generally are distributed upon termination of employment. Normally, a
lump-sum distribution is made in cash or shares of the Company's Common Stock
(hereinafter referred to as Common Stock, Stanley Stock, or shares), at the
election of the participant, from the Stanley Stock Fund.
During active employment, subject to financial hardship rules, participants may
withdraw, in cash only, all or a portion of vested amounts in their accounts.
7
The Stanley Account Value Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
LOAN FUND
Participants may borrow from their savings account up to an aggregate amount
equal to the lesser of $50,000 or 50% of the value of their vested interest in
such accounts with a minimum loan of $1,000. The $50,000 loan amount limitation
is reduced by the participant's highest outstanding loan balance during the 12
months preceding the date the loan is made. Each loan is evidenced by a
negotiable promissory note bearing a rate of interest equal to the prime rate as
reported in The Wall Street Journal on the first business day of the month in
which the loan request is processed, which is payable, through payroll
deductions, over a term of not more than five years. Participants are allowed
ten years to repay the loan if the proceeds are used to purchase a principal
residence. Only one loan per participant may be outstanding at any time.
If a loan is outstanding at the time a distribution becomes payable to a
participant (or beneficiary), the distribution is made net of the loan
outstanding, and the distribution shall fully discharge the Plan with respect to
the participant's account value attributable to the outstanding loan balance.
UNALLOCATED STANLEY STOCK FUND
The Plan borrowed $95,000,000 in 1989 from a group of financial institutions and
$180,000,000 in 1991 from the Company (see Notes 3 and 4) to acquire 5,868,088
and 9,696,968 shares, respectively, of Common Stock from the Company's treasury
and previously unissued shares. The shares purchased from the proceeds of the
loans were placed in the Unallocated Stanley Stock Fund (the "Unallocated
Fund"). Under the 1989 loan agreement, the Company guaranteed the loan and is
obligated to make annual contributions sufficient to enable the Plan to repay
the loan plus interest.
The Unallocated Fund makes monthly transfers of shares, in accordance with the
Plan provisions, to the Stanley Stock Fund in return for proceeds equivalent to
the average fair market value of the shares for the month subsequent to the last
transfer. These proceeds, along with dividends received on allocated and
unallocated shares and additional employee and Company contributions, if
necessary, are used to make monthly payments of principal and interest on the
debt. If dividends on the allocated shares are applied to the payment of debt
service, a number of shares having a fair market value at least equal to the
amount of the dividends so applied are allocated to the savings accounts of
participants who would otherwise have received cash dividends. The excess of
unallocated dividends over the amount necessary for principal and interest along
with forfeitures of nonvested employee accounts are used to reduce future
Company matching contributions.
8
The Stanley Account Value Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
The fair market value of shares released from the Unallocated Fund pursuant to
loan repayments made during any year may exceed the total of employee
contributions and Company matching contributions for that year. If that occurs,
all participants who made contributions at any time during that year and who are
employed by the Company on the last day of that year receive, on a pro rata
basis, such excess value as an additional allocation of Stanley Stock for that
year.
Each participant is entitled to exercise voting rights attributable to the
shares allocated to their account. The Trustee is not permitted to vote
participant shares for which instructions have not been given by the
participant. Shares in the Unallocated Fund are voted by the Trustee in the same
proportion as allocated shares.
The Company reserves the right to terminate the Plan at any time, subject to its
provisions. Upon such termination of the Plan, the interest of each participant
in the trust fund will become vested and be distributed to such participant or
his or her beneficiary at the time prescribed by the Savings Plan terms and the
Internal Revenue Code.
The Plan sponsor has engaged Hewitt Associates, to maintain separate accounts
for each participant. Such accounts are credited with each participant's
contributions, the allocated portion of the Company's matching contributions,
related gains, losses and dividend income, and loan activity.
At December 31, 2001 and 2000, benefits payable to terminated vested
participants amounted to $3,360,480 and $1,201,101, respectively.
2. SIGNIFICANT ACCOUNTING POLICIES
INVESTMENTS
The Plan investments consist primarily of shares of Stanley Stock. Stanley Stock
is traded on a national exchange and is valued at the last reported sales price
on the last business day of the plan year. Mutual funds are stated at fair value
which equals the quoted market price on the last business day of the plan year.
Short-term investments consist of short-term bank-administered trust funds which
earn interest daily at rates approximating U.S. Government securities; cost
approximates market value.
The assets of the Plan are held in trust by an independent corporate trustee,
Citibank, N. A. (the "Trustee") pursuant to the terms of a written Trust
Agreement between the Trustee and the Company.
9
The Stanley Account Value Plan
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that can affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
DIVIDEND INCOME
Dividend income is accrued on the ex-dividend date.
GAINS OR LOSSES ON SALES OF INVESTMENTS
Gains or losses realized on the sales of investments are determined based on
average cost.
EXPENSES
Administrative expenses not paid by the Company are paid by the Plan.
3. DEBT
Debt consisted of the following at December 31:
2001 2000
-------------------- --------------------
Notes payable in monthly installments to 2009 with interest
at 6.07% $ 22,510,763 $ 27,910,763
Notes payable to the Company in monthly installments to 2028
with interest at 6.09% 165,225,837 166,925,481
-------------------- --------------------
$ 187,736,600 $ 194,836,244
==================== ====================
During 1998, notes payable to financial institutions were refinanced, resulting
in a reduction in the interest rate, extension of the maturity and a prepayment
penalty of $2,831,378, which is being amortized over the remaining term of the
debt. Concurrently, notes payable to the Company were restructured, resulting in
a reduction in the interest rate and extension of the maturity. Additionally,
the Plan borrowed funds from the Company to pay the prepayment penalty.
10
The Stanley Account Value Plan
Notes to Financial Statements (continued)
3. DEBT (CONTINUED)
The scheduled maturities of debt for the next five years are as follows:
2002--$6,900,000; 2003--$7,000,000; 2004--$6,900,000; 2005--$7,150,999; and
2006--$8,400,000.
The notes payable to the Company are secured by shares held in the Unallocated
Stock Fund. The number of shares held as security is reduced as shares are
released to Stanley Stock Fund pursuant to principal and interest payments.
During the year, 256,845 shares were released and at December 31, 2001,
7,120,955 shares are pledged as security.
Payment of the Plan's debt has been guaranteed by the Company. Should the
principal and interest due exceed the dividends paid on shares in the Stanley
Stock and Unallocated Stock Funds, and employee and Company matching
contributions, the Company is responsible for funding such shortfall.
4. TRANSACTIONS WITH PARTIES-IN-INTEREST
Fees paid during 2001 and 2000 for management and other services rendered by
parties-in-interest were based on customary and reasonable rates for such
services. The majority of such fees were paid by the Plan. Fees incurred and
paid by the Plan during 2001 and 2000 were $243,499 and $395,017, respectively.
In 1991, the Plan borrowed $180,000,000 from the Company, the proceeds of which
were used to purchase 9,696,968 shares of stock for the Plan. In 1998, the Plan
borrowed $2.8 million from the Company, the proceeds of which were used to pay a
prepayment penalty incurred in connection with debt refinancing. The Plan made
$10,119,808 and $11,921,749 of principal and interest payments related to such
debt in 2001 and 2000, respectively. At December 31, 2001, $165,225,837 was
outstanding on such debt.
5. INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan and the trust qualify under
Sections 401(a) and 401(k) of the Internal Revenue Code (IRC) and are therefore
not subject to tax under present income tax law. Once qualified, the Plan is
required to operate in accordance with the IRC to maintain its qualification.
The Pension Committee is not aware of any course of action or series of events
that have occurred that might adversely affect the Plan's qualified status.
11
The Stanley Account Value Plan
Schedule H, Line 4(i)--Schedule of Assets (Held At End of Year)
EIN-06-0548860
December 31, 2001
DESCRIPTION OF INVESTMENT, INCLUDING
MATURITY DATE, RATE OF INTEREST, PAR
IDENTITY OF ISSUE, BORROWER, OR OR MATURITY VALUE
SIMILAR PARTY COST CURRENT VALUE
----------------------------------------------------------------------------------------------------------------------
Common Stock:
The Stanley Works* 13,744,156 shares of Common Stock; par
value $2.50 per share
$ 301,265,486 $ 640,065,345
Citibank, N.A.* Short-Term Investment Fund- Pooled
Bank Fund 3,941,751 3,941,751
Mutual Funds:
BT S&P Index Fund Pyramid Equity Index Fund 9,019,256 8,146,344
Invesco Retirement Trust Stable
Value Fund Invesco Retirement Trust 4,848,499 4,848,269
American Funds Euro Pacific
Growth Fund Euro Pacific Growth Fund 3,818,003 3,106,898
Fidelity Small Cap Independence Fidelity Select Small Capitalization
Fund Pool 3,467,811 3,785,337
BT Pyramid Russell 3000 Fund
Russell 300 Fund 19,408,418 16,768,347
BT Pyramid Broad Market Fixed
Income Fund Fixed Income Fund 5,785,893 7,186,581
----------------------------------------
Total investments 351,555,117 687,848,872
Loans to participants Promissory notes at prime rate with
maturities of five years or ten
years 6,839,274 6,839,274
----------------------------------------
Total $ 358,394,391 $ 694,688,146
========================================
*Indicates party-in-interest to the Plan.
12
The Stanley Account Value Plan
Schedule H, 4(j)--Schedule of Reportable Transactions
EIN 06-0548860
Year ended December 31, 2001
CURRENT VALUE OF
ASSET ON
IDENTITY OF PARTY PURCHASE DESCRIPTION OF TRANSACTION DATE NET GAIN (LOSS)
INVOLVED ASSETS SELLING PRICE COST OF ASSET
------------------------------------------------------------------------------------------------------------------------
Category (iii) - Series of transactions in excess of 5 percent of plan assets
Citibank, N.A.* Short-Term Investment Fund-
United States
Government Securities $ 13,130,429 $ 13,130,429
Citibank, N.A.* Short-Term Investment Fund-
United States
Government Securities $ 47,437,680 26,741,825 47,437,680 $ 20,695,855
There were no category (i), (ii) or (iv) reportable transactions during 2001.
* Indicates party-in-interest to the Plan.
13
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Stanley Account Value Plan has duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
The Stanley Works
Account Value Plan
Date: July 1, 2002 By: /s/ Mark Mathieu
-------------------------------
Vice President, Human Resources
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the following registration
statements pertaining to The Stanley Works Account Value Plan of our report
dated June 25, 2002, with respect to the financial statements and schedules of
The Stanley Works Account Value Plan for the year ended December 31, 2001
included in this Annual Report (Form 11-K) for the year ended December 31, 2001.
o Registration Statement (Form S-8 No. 2-97283)
o Registration Statement (Form S-8 No. 33-41612)
o Registration Statement (Form S-8 No. 33-55663)
Hartford, Connecticut
June 26, 2002
F-1