Filer: The Stanley Works
Pursuant to Rule 425 under
the Securities Act of 1933
and deemed filed pursuant to
Rule 14a-12(b) under Securities Exchange Act of 1934
Subject Company: The Stanley Works
Commission File No.: 1-5224
Registration Statement No.: 333-82382
Note: The following sets forth the text of the
company's press release issued on May 10, 2002 and
supercedes the text of the release set forth in the
company's filing pursuant to Rule 425 on May 13, 2002.
The Stanley Works Announces Revote Plans
NEW BRITAIN, Conn., May 10, 2002 -- The Stanley
Works (NYSE: SWK) announced today that its Board of
Directors has authorized a revote on the Bermuda
reincorporation. Although the company believes that
the shareowner vote was fair and appropriate, it
acknowledges concerns raised at yesterday's
shareowners meeting that some people may have been
confused about 401K plan voting procedures.
John M. Trani, Chairman and Chief Executive Officer,
stated: "Stanley's integrity is the most important
asset of our company. Even the appearance of
impropriety is unacceptable. That is why the
decision was made to proceed with a revote. However,
our strategy has not changed. Enabling our company
to better compete by leveling the global playing
field is strategically important and highly
beneficial for our shareowners, employees, customers
and all our other stakeholders. Being competitive is
the best way to preserve U.S. jobs. A legislative
overhaul of the tax system is preferred, but until
that happens we must proceed in the best available
manner. Upon the planned reincorporation, Stanley
will continue to pay significant amounts of U.S.
taxes on U.S. income."
In the interest of ensuring that all our shareowners
have the opportunity to participate in this
important decision, the company will hold a special
meeting as promptly as possible to allow shareowners
to vote on reincorporation.
The Stanley Works, an S&P 500 company, is a
worldwide supplier of tools and doors and related
hardware products for professional, industrial and
consumer use.
The Stanley Works corporate press releases are
available on the company's internet web site at
http://www.stanleyworks.com.
The foregoing does not constitute an offer of any
securities for sale, or an offer or invitation to
purchase any securities. A registration statement on
form S-4 has been filed with the Securities and
Exchange Commission ("SEC") containing a form of
proxy statement / prospectus with respect to the
reincorporation, providing details of the
transaction. This registration statement will be
available at the SEC's web site, http://www.sec.gov.
When finalized, these documents will be available at
the SEC's web site and Stanley's web site,
http://www.stanleyworks.com. Investors should read
these documents before making a decision concerning
the transaction.
The Stanley Works, its officers and directors may be
deemed to be participants in the solicitation of
proxies from shareowners in favor of the
reincorporation. Information about the directors and
executive officers and ownership of stock is set
forth in the aforementioned Form S-4.
SOURCE The Stanley Works
CONTACT: Investors - Gerard J. Gould, Vice President,
Investor Relations, +1-860-827-3833,
ggould@stanleyworks.com, Media - Peter Duda, Media
Relations, +1-212-445-8213, PDuda@webershandwick.com