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 24, 1999 The Stanley Works -------------------------------------------------------- (Exact name of registrant as specified in charter) Connecticut 1-5224 06-058860 ----------- ------ --------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 1000 Stanley Drive, New Britain, Connecticut 06053 - ------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (860) 225-5111 Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Page 1 of 22 Pages Exhibit Index is located on Page 4 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. 1.1 Underwriting Agreement, dated as of December 1, 1992 (filed as Exhibit (1)(i) to the Registrant's Report on Form 8-K dated December 7, 1992). 1.2 Terms Agreement, dated February 24, 1999, among the Registrant, Goldman, Sachs & Co. and Salomon Smith Barney Inc. relating to the offer and sale of $120,000,000 aggregate principal amount of 5.75% Notes Due March 1, 2004 (the"Notes"). 4.1 Form of Note. Page 2 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 24, 1999 By: /s/ Stephen S. Weddle ---------------------------------- Name: Stephen S. Weddle Title: Vice President, General Counsel and Secretary Page 3 EXHIBIT INDEX Current Report on Form 8-K Dated February 24, 1999 THE STANLEY WORKS Exhibit No. Page --- ---- 1.1 Underwriting Agreement, dated as of Decem- ber 1, 1992 (filed as Exhibit (1)(i) to the Reg- istrant's Report on Form 8-K dated December 7, 1992). 1.2 Terms Agreement, dated February 24, 1999, 7 among the Registrant, Goldman, Sachs & Co. and Salomon Smith Barney Inc. relating to the offer and sale of $120,000,000 aggregate prin- cipal amount of 5.75% Notes Due March 1, 2004 (the"Notes"). 4.1 Form of Note. 17 Page 4