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): February 8, 2002
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The Stanley Works
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(Exact name of registrant as specified in charter)
Connecticut 1-5224 06-0548860
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1000 Stanley Drive, New Britain, Connecticut 06053
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 225-5111
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Not Applicable
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(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.
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(c) 20(i) Press Release dated February 8, 2002.
(c) 20(ii) Cautionary Statements relating to forward looking
statements included in Exhibit 20(i) and made today
in a conference call with industry analysts,
shareowners and other participants.
Item 9. Regulation FD Disclosure.
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In a press released attached to this 8-K, the company provided
earnings guidance for the first quarter and full year 2002 and
commentary regarding projected net sales. In a conference call
held today with industry analysts, shareowners and other
participants, the company reviewed the earnings guidance and
commentary regarding projected net sales.
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: February 8, 2002 By: Bruce H. Beatt
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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 February 8, 2002
Exhibit No. Page
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20(i) 5
20(ii) 7
Page 4 of 8 Pages
Exhibit 20(i)
FOR IMMEDIATE RELEASE
STANLEY RAISES ESTIMATES FOR FULL YEAR 2002 EARNINGS; ALSO EXPECTS FIRST
QUARTER 2002 EARNINGS GROWTH
Provides Earnings Guidance At Annual Analysts Conference
New Britain, Connecticut, February 8, 2002: At its annual securities analysts'
meeting today, The Stanley Works (NYSE: "SWK") indicated that it expects
earnings per share for 2002 to increase by 18%-22% over $2.31 per fully-diluted
share earned in 2001, exclusive of restructuring and other special charges and
credits. This is above previous guidance of $2.70 per fully-diluted share (up
17%) and above the current First Call consensus of analyst expectations of $2.68
per share (up 16%). Net sales are expected to be up modestly from 2001 levels,
likely flat in the first half and up 2%-4% in the second half of the year on the
strength of share gains and with no improvement in current economic conditions.
The anticipated earnings increase is principally the result of improved
operations and also includes $.06 per share improvement from an accounting
standards change related to goodwill amortization.
The company also provided guidance for the first quarter of 2002, indicating it
expects fully-diluted earnings per share to increase by approximately 2% over
$.54 per fully-diluted share earned in 2001. Net sales are expected to be
approximately flat with first quarter 2001 levels. The anticipated earnings
increase includes $.01 per share improvement from an accounting standards change
related to goodwill amortization and $.02 of transaction costs for the proposed
Bermuda reincorporation announced earlier today.
Finally, management indicated that anticipated benefits of its planned change in
place of incorporation to Bermuda are not reflected in the full year 2002
earnings guidance described above.
Page 5 of 8 Pages
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.
Contact: Gerard J. Gould
Vice President, Investor Relations
(860) 827-3833 office; (860) 658-2718 home
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 to be filed with the Securities and Exchange
Commission today.
The Stanley Works corporate press releases are available on the company's
internet web site at http://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) achieve increased earnings per
share for the full year 2002 by 18-22% over $2.31 per fully diluted share earned
in 2001, exclusive of restructuring and other special charges and credits; (ii)
achieve a fully diluted earnings per share increase for the first quarter 2002
by approximately 2% over $.54 per fully diluted share earned in 2001 and (iii)
deliver net sales up modestly from 2001 levels, approximately flat in the first
quarter and first half and up 2-4% in the second half of the year, are forward
looking and inherently subject to risk and uncertainty.
The company's ability to achieve the earnings objectives identified in the
preceding paragraph is dependent on both internal and external factors,
including the success of the company's marketing and sales efforts, continuing
improvements in productivity and cost reductions and continued reduction of
selling, general and administrative expenses as a percentage of sales, the
strength of the United States economy and the strength of foreign currencies,
including, without limitation, the Euro.
The company's ability to achieve the expected level of revenues is dependent
upon a number of factors, including (i) the ability to recruit and retain a
sales force comprised of employees and manufacturers representatives, (ii) the
success of the Wal-Mart program and of other initiatives to increase retail sell
through and stimulate demand for the company's 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, (v) the absence of increased pricing pressures from customers
and competitors and the ability to defend market share in the face of price
competition, and (vi) the acceptance of the company's new products in the
marketplace as well as the ability to satisfy demand for these products.
Page 7 of 8 Pages
The company's ability to improve its productivity and to lower the cost
structure is dependent on the success of various initiatives that are underway
or are being developed to improve manufacturing and sales operations and to
implement related control systems, which initiatives include certain facility
closures and related workforce reductions expected to be completed in 2002. The
success of these initiatives is dependent on the company's ability to increase
the efficiency of its routine business processes, to develop and implement
process control systems, to mitigate the effects of any material cost inflation,
to develop and execute comprehensive plans for facility consolidations, the
availability of vendors to perform outsourced functions, the successful
recruitment and training of new employees, the resolution of any labor issues
related to closing facilities, the need to respond to significant changes in
product demand while any facility consolidation is in process and other
unforeseen events.
The company's ability to continue to reduce selling, general and administrative
expenses as a percentage of sales is dependent on various process improvement
activities, the continued success of changes to the sales organization and the
reduction of transaction costs.
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, increasing competition, changes in trade,
monetary and fiscal policies and laws, inflation, currency exchange
fluctuations, the impact of dollar/foreign currency exchange rates on the
competitiveness of products, the impact of the events of September 11, 2001 and
recessionary or expansive trends in the economies of the world in which the
company operates.
Page 8 of 8 Pages