Exhibit 99.1
THE STANLEY WORKS [Logo]
Proxy for Annual Meeting of Shareholders
[month day], 2002
Solicited on behalf of the Board of Directors
The undersigned shareholder of The Stanley Works appoints Stillman B.
Brown, John M. Trani and Eileen S. Kraus, or any of them, proxies, with full
power of substitution, to vote all shares of common stock of The Stanley Works
held of record in the name of the undersigned at the annual meeting of
shareholders to be held at the principal executive offices of The Stanley Works
at 1000 Stanley Drive, New Britain, Connecticut 06053 at 9:30 a.m. on [month
day], 2002, and any adjournments or postponements thereof, with all powers the
shareholder would possess if present. The shareholder hereby revokes any proxies
previously given with respect to such meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE, BUT IF NO
SPECIFICATION IS MADE, IT WILL BE VOTED TO APPROVE THE PROPOSALS LISTED ON THE
REVERSE SIDE, AND IN THE DISCRETION OF THE PROXIES ON OTHER MATTERS AS MAY COME
BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
(Please date and sign on the reverse side)
FOLD AND DETACH HERE
[X] Please mark your
votes as in this
example.
The Board of Directors recommends a vote FOR Items 1, 2 and 3.
- --------------------------------------------------------------------------------
FOR ALL WITHHOLD FOR ALL
NOMINEES EXCEPT
- -------------------------------------------- --------- ----------- -------------
Item 1. To Elect five directors:
(1) Robert G. Britz, |_| |_| |_|
(2) Stillman B. Brown,
(3) Emmanuel A. Kampouris,
(4) Derek V. Smith,
(5) Kathryn D. Wriston,
Instructions: To withhold authority
for any individual nominee(s), mark
the "For All Except" box and note the
name(s) of the nominee(s) with
respect to which you withhold
authority below:
- -------------------------------------------- --------- ----------- -------------
FOR AGAINST ABSTAIN
- -------------------------------------------- --------- ----------- -------------
Item 2. To approve the Agreement and Plan of
Merger between The Stanley Works, Ltd. and |_| |_|
The Stanley Works, whereby The Stanley Works
will change its place of incorporation from
Connecticut to Bermuda by merging an
indirect, wholly-owned subsidiary of The
Stanley Works, Ltd. to be named Stanley
Mergerco, Inc. (that will be formed prior to
the annual meeting) into The Stanley Works,
which will be the surviving entity and become
a wholly-owned, indirect subsidiary of The
Stanley Works, Ltd., and pursuant to which
each share of The Stanley Works will
automatically convert into the right to
receive a share of The Stanley Works, Ltd.
and all current shareholders of The Stanley
Works will become shareholders of The Stanley
Works, Ltd.
- -------------------------------------------- --------- ----------- -------------
FOR AGAINST ABSTAIN
- -------------------------------------------- --------- ----------- -------------
Item 3. To approve Ernst & Young LLP as
independent auditors for the year 2002. |_| |_| |_|
- -------------------------------------------- --------- ----------- -------------
I plan to attend the meeting. |_|
CONFIDENTIAL VOTING:
MARK BOX AT RIGHT IF
YOU WISH THIS VOTE TO
REMAIN CONFIDENTIAL |_|
Please change my address |_|
Please sign exactly as name appears
hereon. Joint owners should each
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such.
SIGNATURE(S),DATE (over)
FOLD AND DETACH HERE
THIS IS YOUR PROXY,
YOUR VOTE IS IMPORTANT
VOTE BY TELEPHONE OR INTERNET
QUICKoEASYoIMMEDIATE
You may vote your proxy 24 hours a day, 7 days a week, using either a touch-tone
telephone or electronically through the Internet. Voting by touch-tone telephone
or through the Internet are cost-effective and convenient ways to vote your
shares. Your telephone or Internet vote must be received by 12:00 midnight, New
York time on [month day], 2002.
Telephone and Internet proxy voting is permitted under the laws of the state in
which The Stanley Works is incorporated. Your telephone or Internet vote
authorizes the proxies named on the above proxy card to vote your shares in the
same manner as if you marked, signed, and returned your proxy card.
VOTE BY PHONE: CALL 1-877-PRX-VOTE (1-877-779-8683) from the U.S. or
Canada (this call is toll free) to vote by telephone
anytime up to 12:00 midnight, New York time on [month
day], 2002. Enter the control number located on your
proxy card and follow the recorded instructions;
OR
VOTE BY INTERNET: GO TO THE WEBSITE: http://www.eproxyvote.com/swk to
-----------------------------
vote over the Internet anytime up to 12:00 midnight,
New York time on [month day], 2002. Click on the
"PROCEED" icon. Enter the control number located on
your proxy card and follow the internet instruction;
OR
VOTE BY MAIL: Mark, sign and date your proxy card and return it in
the postage-paid envelope. If you are voting by
telephone or the Internet, please do not mail your
proxy card.