UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
ANNUAL REPORT
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to _______________
Commission file 1-5224
The Stanley Works
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-0548860
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1000 Stanley Drive
New Britain, Connecticut 06053
(Address of principal executive offices) (Zip Code)
(203) 225-5111
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of
the Act:
Name of each exchange
Title of each class on which registered
Common Stock--Par Value $2.50 Per Share New York Stock Exchange
Pacific Stock Exchange
9% Notes due 1998
7 3/8% Notes Due December 15, 2002
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X].
The aggregate market value of Common Stock, Par Value $2.50 Per Share, held by
non-affiliates (based upon the closing sale price on the New York Stock
Exchange) on March 15, 1995 was approximately $ 1.8 billion. As of March 15,
1995, there were 44,512,145 shares of Common Stock, Par
Value $2.50 Per Share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to shareholders for the year ended December 31,
1994 are incorporated by reference into Parts I and II.
Portions of the definitive Proxy Statement dated March 8, 1995, filed with the
Commission pursuant to Regulation 14A, are incorporated by reference into Part
III.
FORM 10-K
Part I
Item 1. Business
1(a) General Development of Business. On June 30, 1993, the Registrant sold
all of the stock of Taylor Rental Corporation, franchisor of the nation's
largest system of general rental centers for do-it-yourselfers and commercial
customers. On June 18, 1994, the Registrant sold the remainder of the business
consisting of the company-operated Taylor Rental stores.
1(b) Industry Segment Information. Industry segment
information on page 15 of Registrant's Annual Report to
shareholders for the year ended December 31, 1994 is incorporated
herein by reference.
1(c) Narrative Description of Business. Registrant's
operations can be classified into three industry segments:
Tools, Hardware and Specialty Hardware.
Tools. The Tools segment consists of consumer, industrial and engineered
tools. Consumer tools includes hand tools such as measuring instruments, planes,
hammers, knives, wrenches, sockets, screwdrivers, saws, chisels, boring tools,
masonry, tile and drywall tools, paint preparation and paint application tools.
Industrial tools includes industrial and mechanics hand tools, including
STANLEY-PROTO(R) industrial tools and MAC(R) mechanics tools and high-density
industrial storage and retrieval systems. Engineered tools includes air tools,
hydraulic tools and STANLEY-BOSTITCH(R) fastening tools and fasteners.
Hardware. The hardware segment consists of hardware such as hinges, hasps,
brackets, bolts, latches, closet hardware and organizer systems and other
shelving, screen and storm door hardware, hardware for sliding, folding and
pocket doors, residential door hardware, mirrors and mirrored closet doors.
Specialty Hardware. The specialty hardware segment consists of residential
door systems such as original and replacement garage and entry doors,
power-operated doors and gates and home automation products, including garage
door openers and electronic controls.
Competition. The company competes on the basis of its reputation for product
quality, its well-known trademarks, its commitment to customer service, the
breadth of its product lines and its emphasis on product innovation, and its
manufacturing efficiencies. The company is also striving to find new customers
both within the markets that it currently serves and in new
-1-
markets around the world. As a part of this effort, the company is also
exploring new ways to reach its customers for example, through specialty product
catalogs, television sales and on-line services.
The company encounters active competition in all of its businesses from both
larger and smaller companies that offer the same or similar products and
services or that produce different products appropriate for the same uses. In
1994, the company invested approximately $70 million in facilities, new
equipment and technology in order to achieve operational excellence in
manufacturing, new product innovation and enhanced customer service.
In the company's consumer hand tool and consumer hardware businesses, a
small number of competitors produce a range of products somewhat comparable to
the company's, but the majority of its competitors compete only with respect to
one or more individual products within a particular line. The company believes
that it is the largest manufacturer of consumer hand tools in the world and that
it offers the broadest line of such products. The company believes that its
market position in the U.S. and Canada for consumer hardware is comparable to or
greater than that of its major competitors and that it offers the broadest line
of hinges and home hardware, which represents the most important part of its
hardware product sales.
In the company's industrial hand tool business in the U.S., the company
believes that it is a leading manufacturer of high-density industrial storage
cabinets. In the company's engineered hand tool business in the U.S., the
company believes that it is the leader in the manufacture and sale of pneumatic
fastening tools and related fasteners to professional contractors and to the
furniture and pallet industries as well as the leading manufacturer of portable
and mounted hydraulic tools.
In the company's non-consumer hardware business in the U.S., the company
believes that it is a leading manufacturer of residential hardware products,
mirrored closet doors and hardware for sliding, folding and pocket doors; and a
leading supplier of closet rods, supports, brackets and wall mirrors.
In the company's specialty hardware business, the company believes that it
is a leader in the U.S. with respect to the manufacture and sale of insulated
steel residential entry doors and power-operated sliding and swinging doors.
Customers. A substantial portion of the company's products
are sold through home centers and mass merchant distribution
channels in the U.S. A consolidation of retailers in these
channels is occurring. These customers constitute a growing
percent of the company's sales and are important to the company's
-2-
operating results. While this consolidation and the geographic expansion of
these large retailers provide the company with opportunities for growth, the
increasing size and importance of individual customers creates a certain degree
of exposure to potential volume loss. The loss of certain of the larger home
centers as customers would have a material adverse effect on each of the
company's business segments until either such customers are replaced or the
company makes the necessary adjustments to compensate for the loss of business.
The company believes that the specific initiatives undertaken in order to
establish a strong foundation for growth will also help to address this issue.
These initiatives include product innovation, market development to reach new
customers and enhancing customer relationships. At the core of these efforts is
the Stanley Customer Support Division, which was established in 1994. The
mission of this Division is to make it easier for customers to do business with
the company's consumer divisions through the development of a common order
fulfillment system and a more efficient distribution network to support
customers. This initiative includes the development of a global information
infrastructure so that the company can provide a higher level of customer
service to its customers worldwide.
Raw Materials. The company's products are manufactured primarily of steel
and other metals, although some are of wood or plastic. The raw materials
required are available from a number of sources at competitive prices and the
company has relationships of long standing with many of its suppliers. The
company has experienced no difficulties in obtaining supplies in recent periods.
Backlog. At February 4, 1995, the company had approximately $155 million in
unfilled orders compared with $130 million in unfilled orders at February 5,
1994. All these orders are reasonably expected to be filled within the current
fiscal year. Most customers place orders for immediate shipment and as a result,
the company produces primarily for inventory, rather than to fill specific
orders.
Patents and Trademarks. No segment of Registrant's business is dependent, to
any significant degree, on patents, licenses, franchises or concessions. The
company owns numerous patents, none of which are material to the company's
operations as a whole. These patents expire from time to time over the next 17
years. The company holds licenses, franchises and concessions, none of which
individually or in the aggregate is material to the company's operations as a
whole. These licenses, franchises and concessions vary in duration from one to
17 years.
The company has numerous trademarks that are utilized in its businesses
worldwide. The STANLEY(R) and STANLEY (in a notched rectangle)(R) trademarks are
material to all three business
-3-
segments. These well-known trademarks enjoy a reputation for excellence. In
addition, in the Tools segment, the Bostitch(R), Powerlock(R), Tape Rule Case
Design (Powerlock)(R), LaBounty(R), MAC Tools(R), Proto(R), Jensen(R),
Goldblatt(R) and Vidmar(R) trademarks are
material to the business.
Environmental Regulations. The company is subject to various environmental
laws and regulations in the U.S. and foreign countries where it has operations.
Future laws and regulations are expected to be increasingly stringent and will
likely increase the company's expenditures related to environmental matters.
The company is involved with remedial and other environmental compliance
activities at some of its current and former sites. Additionally, the company,
together with many other parties, has been named as a potentially responsible
party ("PRP") in a number of administrative proceedings for the remediation of
various waste sites, including eight Superfund sites. Current laws potentially
impose joint and several liability upon each PRP. In assessing its potential
liability at these sites, the company has considered the following: the solvency
of the other PRP's, whether responsibility is being disputed, the terms of
existing agreements, experience at similar sites, and the fact that its
volummetric contribution at these sites is relatively small.
The company's policy is to accrue environmental investigatory and
remediation costs for identified sites when it is probable that a liability has
been incurred and the amount of loss can be reasonably estimated. The amount of
liability recorded is based on an evaluation of currently available facts with
respect to each individual site and includes such factors as existing
technology, presently enacted laws and regulations, and prior experience in
remediation of contaminated sites. The amounts recorded do not take into account
any claims for recoveries from insurance or third parties. As of December 31,
1994, the company had reserves of $24 million, primarily for remediation
activities associated with company-owned properties as well as for Superfund
sites.
The amount recorded for identified contingent liabilities is based on
estimates. Amounts recorded are reviewed periodically and adjusted to reflect
additional technical and legal information that becomes available. Actual costs
to be incurred in future periods may vary from the estimates, given the inherent
uncertainties in evaluating environmental exposures. Subject to the imprecision
in estimating future environmental costs, the company does not expect that any
sum it may have to pay in connection with environmental matters in excess of the
amounts recorded will have a materially adverse effect on its financial
position, results of operations or liquidity.
-4-
Power-generating Subsidiary. Under the General Statutes of Connecticut, the
company is deemed to be a "holding company" that controls an electric company as
a result of its being the sole shareholder of Farmington River Power Co., a
power-generating subsidiary of the company since 1916. Under such statute, no
organization or person may take any action to acquire control of such a holding
company without the prior approval of the Connecticut Department of Public
Utility Control.
Employees. During 1994, the company had approximately 20,000 employees,
approximately 13,000 of whom were employed in the U.S. Of these U.S. employees,
approximately 23% are covered by collective bargaining agreements with
approximately 12 labor unions. The majority of the company's hourly- and
weekly-paid employees outside the U.S. are covered by collective bargaining
agreements. The company's labor agreements in the U.S. expire in 1995, 1996,
1997 and 1998. There have been no significant interruptions or curtailments of
the company's operations in recent years due to labor disputes. The company
believes that its relationship with its employees is good.
1(d) Financial information about foreign and domestic operations and export
sales. Geographic area information on page 15 of the Annual Report to
shareholders for the year ended December 31, 1994 is incorporated herein by
reference.
Item 2. Properties.
As of December 31, 1994, Registrant and its subsidiaries operated facilities
for manufacturing and distribution in 22 states and 20 foreign countries. The
Registrant believes that its facilities are suitable and adequate for its
business. The Registrant utilizes approximately 13,400,000 square feet of floor
space in its business, of which approximately 3,600,000 square feet of floor
space is leased.
A summary of material locations (over 50,000 square feet) that are owned by
the Registrant and its subsidiaries are:
Tools
Phoenix, Arizona; Visalia, California; Clinton and New Britain, Connecticut;
Atlanta, Georgia; Shelbyville, Indiana; Kansas City, Kansas; Worcester,
Massachusetts; Two Harbors, Minnesota; Hamlet and Sanford, North Carolina;
Claremont, New Hampshire; Columbus, Georgetown, Sabina and Washington Court
House, Ohio; Allentown, Royersford and York, Pennsylvania; East Greenwich, Rhode
Island; Cheraw, South Carolina; Pulaski and Shelbyville, Tennessee; Dallas and
Wichita Falls, Texas; Pittsfield and Shaftsbury, Vermont; Hedelberg West,
Ingleburn and
-5-
Moonah, Australia; Sao Paulo, Brazil; Smiths Falls and Toronto, Canada; Pecky,
Czech Republic; Ecclesfield, Hellaby and Sheffield, England; Besancon Cedex and
Maxonchamp, France; Wieseth, Germany; Surabaya, Indonesia; Puebla, Mexico;
Taichung Hsien, Taiwan; and Amphur Bangpakong, Thailand.
Hardware
Chatsworth and San Dimas, California; New Britain, Connecticut; Richmond,
Virginia; Brampton and New Hamburg, Canada; Sheffield, England; and Marquette,
France.
Specialty Hardware
Farmington, Connecticut; Birmingham, Novi and Troy, Michigan; and Covington,
Ohio.
A summary of material locations (over 50,000 square feet) that are leased by
the Registrant and its subsidiaries are:
Tools
Costa Mesa and Rancho Cucamonga, California; Covington, Georgia; Charlotte,
North Carolina; Cleveland and Columbus, Ohio; Milwaukie, Oregon; Carrollton,
Texas; Burlington and Mississauga, Canada; Northampton, England; and Saverne,
France.
Hardware
Lenexa, Kansas; Tupelo, Mississippi; and Oakville, Ontario.
Specialty Hardware
Rancho Cucamonga, California; Orlando, Florida; Winchester,
Virginia; Langley and Montreal, Canada.
Item 3. Legal Proceedings.
In the normal course of business, the company is involved in various
lawsuits and claims, including product liability and distributor claims. The
company does not expect that the resolution of these matters will have a
material adverse effect on the company's consolidated financial position,
results of operations or liquidity.
The U.S. Environmental Protection Agency has issued a Notice of Violation
and Reporting Requirement to the company's wholly-owned subsidiary
Stanley-Bostitch, Inc. noticing violation of the Rhode Island state
implementation plan, Air Pollution Control Regulation No. 15 at the
Stanley-Bostitch facility in East Greenwich, Rhode Island. On August 1, 1994,
the U.S. Department of Justice notified the company of its intention to
-6-
bring a civil action against Stanley-Bostitch, Inc. relating to this matter and
at the same time offered to settle the matter for $550,000. The violations have
been corrected and settlement discussions are ongoing. The company believes that
this matter will not have a material adverse effect.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the fourth quarter of the Registrant's last
fiscal year to a vote of security holders.
-7-
Executive Officers. The following is a list of the executive officers
of the Registrant:
Elected
Name, Age, Birth date Office to Office
J. S. Amtmann (47) Vice President, Corporate Marketing 7/1/93
(10/10/47) Development. Joined Stanley in 1969;
1984 President and General Manager,
Home Automation; 1988 President and
General Manager, Mac Tools; 1992 Vice
President, Corporate Marketing
Development; 1994 President and General
Manager, Customer Support Division.
R. H. Ayers (52) Chairman, President and Chief Executive 4/19/89
(10/12/42) Officer. Joined Stanley in 1972;
1985 Chief Operating Officer and
President; 1987 President and Chief
Executive Officer.
B. Bennett (51) Vice President, Human Resources. Joined 7/1/92
(6/4/43) Stanley in 1984 as Taylor Rental Train-
ing Manager; 1990 Director, Organi-
zation Development; 1991 Vice President,
Human Resources, Stanley Access
Technologies.
J. P. Callahan (49) Vice President, Taxes. Joined Stanley 1/1/90
(12/10/45) in 1978; 1979 Director of Corporate
Taxes.
T. K. Clarke (63) Vice President, Corporate Development. 5/1/82
(1/21/32)
J. B. Gustafson (51) Vice President, Information Systems. 1/1/90
(5/10/43) Joined Stanley in 1977; 1986 Director
of Information Systems.
R. Huck (50) Vice President, Finance and Chief 7/1/93
(2/22/45) Financial Officer. Joined Stanley
in 1970; 1987 Controller, Stanley Tools;
1990 Vice President and Controller.
R. A. Hunter (48) President and Chief Operating Officer. 7/1/93
(12/15/46) Joined Stanley in 1974. 1987 Vice
President, Finance and Chief Financial
Officer.
-8-
Elected
Name, Age, Birthdate Office to Office
S. S. Weddle (56) Vice President, General Counsel 1/1/88
(11/9/38) and Secretary.
T. F. Yerkes (39) Vice President and Controller. Joined 7/1/93
(9/9/55) Stanley in 1989 from Ernst & Young,
certified public accountants; 1989
Director of Consolidations and Accounting
Services; 1990 Director of
Accounting and Financial Reporting.
Executive officers serve at the pleasure of the Board of Directors. Unless
otherwise indicated, each officer has had the same position with the Registrant
for five years.
-9-
Part II
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters. Registrant incorporates by reference the "Shareholders of
record at end of year" from pages 16 and 17 and the "Investor Information" on
page 33 of its Annual Report to shareholders for the year ended December 31,
1994.
Item 6. Selected Financial Data. Registrant
incorporates by reference pages 16 and 17 of its Annual Report to
shareholders for the year ended December 31, 1994.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations. Registrant incorporates by reference pages 18 through 20
of its Annual Report to shareholders for the year ended December 31, 1994.
Item 8. Financial Statements and Supplementary Data. The consolidated
financial statements and report of independent auditors included on pages 21 to
32 and page 14, respectively, of the Annual Report to shareholders for the year
ended December 31, 1994 are incorporated herein by reference.
Item 9. Disagreements on Accounting and Financial
Disclosure. None.
Part III
Item 10. Directors and Executive Officers of the Registrant. Registrant
incorporates by reference pages 2 to 6 of its definitive Proxy Statement, dated
March 8, 1995.
Item 11. Executive Compensation. Registrant incorporates by reference
the last paragraph of page 6 and the material captioned "Executive Compensation"
on pages 8 to 15 of its definitive Proxy Statement, dated March 8, 1995.
Item 12. Security Ownership of Certain Beneficial Owners and
Management. Registrant incorporates by reference the material captioned
"Security Ownership" on page 7 of its definitive Proxy Statement, dated March 8,
1995.
Item 13. Certain Relationships and Related
Transactions. None.
-10-
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
14(a) Index to documents filed as part of this report:
1. and 2. Financial Statements and Financial Statement Schedules.
The response to this portion of Item 14 is submitted as a separate section of
this report (see page F-1).
3. Exhibits
See Exhibit Index on page E-1.
14(b) The following report on Form 8-K was filed during the last quarter
of the period covered by this report:
Date of Report Items Reported
October 19, 1994 Press release dated October
19, 1994 announcing third
quarter results.
14(c) See Exhibit Index on page E-1.
14(d) The response to this portion of Item 14 is submitted as a separate
section of this report (see page F-1).
-11-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
By Richard H. Ayers
Richard H. Ayers, Chairman
and Chief Executive Officer
March 1, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on March 1, 1995 by the following persons on behalf
of the Registrant and in the capacities indicated.
Richard H. Ayers
Richard H. Ayers, Chairman,
Chief Executive Officer and
Director
Gerald A. Lamb
Gerald A. Lamb, Director
Richard Huck
Richard Huck, Vice President,
Finance and Chief Financial George A. Lorch
Officer George A. Lorch, Director
Theresa F. Yerkes Walter J. McNerney
Theresa F. Yerkes, Vice President Walter J. McNerney, Director
and Controller (Chief Accounting
Officer)
Gertrude G. Michelson
Stillman B. Brown Gertrude G. Michelson, Director
Stillman B. Brown, Director
Edgar R. Fiedler John S. Scott
Edgar R. Fiedler, Director John S. Scott, Director
James G. Kaiser Hugo E. Uyterhoeven
James G. Kaiser, Director Hugo E. Uyterhoeven, Director
Eileen S. Kraus Walter W. Williams
Eileen S. Kraus, Director Walter W. Williams, Director
-12-
FORM 10-K--ITEM 14(a) (1) and (2)
THE STANLEY WORKS AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements and report of independent
auditors of The Stanley Works and subsidiaries, included in the Annual Report of
the Registrant to its shareholders for the fiscal year ended December 31, 1994,
are incorporated by reference in Item 8:
Report of Independent Auditors
Consolidated Statements of Earnings--fiscal years ended December 31, 1994,
January 1, 1994 and January 2, 1993.
Consolidated Balance Sheets--December 31, 1994 and January 1, 1994.
Consolidated Statements of Cash Flows--fiscal years ended December 31, 1994,
January 1, 1994 and January 2, 1993.
Consolidated Statements of Changes in Shareholders' Equity--fiscal years
ended December 31, 1994, January 1, 1994 and January 2, 1993.
Notes to Consolidated Financial Statements.
The following consolidated financial statement schedule of The Stanley Works
and subsidiaries is included in Item 14(d):
F-4 Schedule -- II--Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.
F-1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report (Form 10-K)
of The Stanley Works of our report dated January 31, 1995, included in the 1994
Annual Report to Shareholders of The Stanley Works.
Our audits also included the consolidated financial statement schedule of The
Stanley Works listed in Item 14(a). This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
We also consent to the incorporation by reference in the following registration
statements of our report dated January 31, 1995, with respect to the
consolidated financial statements incorporated herein by reference, and our
report included in the preceding paragraph with respect to the consolidated
financial statement schedule included in this Annual Report (Form 10-K) of The
Stanley Works.
Registration Statement (Form S-8 No. 2-93025)
Registration Statement (Form S-8 No. 2-96778)
Registration Statement (Form S-8 No. 2-97283)
Registration Statement (Form S-8 No. 33-16669)
Registration Statement (Form S-3 No. 33-12853)
Registration Statement (Form S-3 No. 33-19930)
Registration Statement (Form S-8 No. 33-39553)
Registration Statement (Form S-8 No. 33-41612)
Registration Statement (Form S-3 No. 33-46212)
Registration Statement (Form S-3 No. 33-47889)
Registration Statement (Form S-8 No. 33-55663)
ERNST & YOUNG LLP
Hartford, Connecticut
March 24, 1995
F-2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the following registration
statements pertaining to The Stanley Works 401(k) Savings Plan of our report
dated March 16, 1995, with respect to the financial statements and schedules of
The Stanley Works 401(k) Savings Plan for the year ended December 31, 1994
included in this Annual Report (Form 10-K) as Exhibit 99(i) for the fiscal year
ended December 31, 1994.
Registration Statement (Form S-8 No. 2-97283)
Registration Statement (Form S-8 No. 33-41612)
Registration Statement (Form S-8 no. 33-55663)
ERNST & YOUNG LLP
Hartford, Connecticut
March 24, 1995
F-3
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
THE STANLEY WORKS AND SUBSIDIARIES
Fiscal years ended December 31, 1994, January 1, 1994, and January 2, 1993
(In Millions of Dollars)
COL. A COL. B COL. C COL. D COL. E
Description Balance at Beginning (1) (2)
of Period Charged to Costs Charged to Other Deductions-Describe Balance at End
and Expenses Accounts-Describe of Period
Fiscal year ended December 31, 1994:
Reserves and allowances deducted from
asset accounts:
Allowance for doubtful accounts:
Current $24.8 $8.2 $(0.1) (B) $12.0 (A) $20.9
Noncurrent $0.0 0.5 (B) 0.5
Fiscal year ended January 1, 1994:
Reserves and allowances deducted from
asset accounts:
Allowance for doubtful accounts:
Current $22.9 $12.7 $1.6 (C) $18.4 (A) $24.8
6.0 (B)
Noncurrent $0.0 0.0
Fiscal year ended January 2, 1993:
Reserves and allowances deducted from
asset accounts:
Allowance for doubtful accounts:
Current $17.6 $12.0 $1.1 (C) $9.5 (A) $22.9
1.7 (B)
Noncurrent 3.8 3.8 (B) 0.0
Notes: (A) Represents doubtful accounts charged off, less recoveries of
accounts previously charged off.
(B) Represents net transfers from other accounts and foreign
currency translation adjustments.
(C) Represents opening balances related to acquired companies.
F - 4
EXHIBIT LIST
(3) (i) Restated Certificate of Incorporation
(incorporated by reference to Exhibit (3)(i) to Quarterly Report
on Form 10-Q for quarter ended June 30, 1990)
(ii) By-laws
(4) (i) Indenture defining the rights of holders of 7-3/8% Notes
Due December 15, 2002 and 9% Notes due 1998
(incorporated by reference to Exhibit 4(a) to Registration
Statement No. 33-4344 filed March 27, 1986)
(ii) First Supplemental Indenture, dated as
of June 15, 1992 between the company and Shawmut Bank
Connecticut, National Association (formerly known as The
Connecticut National Bank) (incorporated by reference to Exhibit
(4)(c) to Registration Statement No. 33-46212 filed July 21,
1992)
(a) Certificate of Designated Officers establishing Terms of 9%
Notes (incorporated by reference to Exhibit (4)(i)(c) to Annual
Report on Form 10-K for year ended January 2, 1988)
(b) Certificate of Designated Officers establishing Terms of
7-3/8% Notes Due December 15, 2002 (incorporated by reference to
Exhibit (4)(ii) to Current Report on Form 8-K dated December 7,
1992)
(iii) (a) Rights Agreement, dated February 26, 1986 (incorporated by
reference to Exhibit 1 to Registration Statement on Form 8-A
dated March 18, 1986)
(b) Rights Agreement Amendment, dated December 16, 1987 to the
rights agreement dated February 26, 1986 (incorporated by
reference to Exhibit 1 to Registration Statement on Form 8-A
dated December 31, 1987)
(c) Rights Agreement Amendment No. 2, dated July 20, 1990 to the
Rights Agreement dated as of February 26, 1986, as amended
December 16, 1987 (incorporated by reference to Exhibit (a) (4)
(i)
E-1-
to Quarterly Report on Form 10-Q for quarter ended June 30,
1990)
(4) (iii) (d) Rights Agreement Amendment No. 3, dated October 24, 1991 to the
Rights Agreement dated as of February 26, 1986, as amended
December 16, 1987 and July 20, 1990 (incorporated by
reference to Exhibit (4)(i) to Quarterly Report on Form 10-Q for
quarter ended September 28, 1991)
(iv) Facility Agreement providing for the DFL 100,000,000
borrowing by Stanley-Bostitch, S.A., S.I.C.F.O.-Stanley S.A.,
and Societe de Fabrications Bostitch S.A., guaranteed by The
Stanley Works, dated March 22, 1991 (incorporated by reference
to Exhibit (4)(i) to Quarterly Report on Form 10-Q for quarter
ended June 29, 1991)
(v) Facility A Credit Agreements, dated as of November 15, 1994,
with nine banks
(vi) Facility B Credit Agreements, dated as of November 15, 1994,
with nine banks
(vii) Credit Agreement, dated August 25, 1993, between Societe
de Fabrications Bostitch S.A. and Citibank N.A. guaranteed by
The Stanley Works (incorporated by reference to Exhibit (viii)
to Annual Report on Form 10-K for the year ended January 1,
1994).
(viii) Credit Agreement, dated August 25, 1993, between
Stanley-Bostitch, S.A. and Citibank N.A. guaranteed by The
Stanley Works (incorporated by reference to Exhibit (ix) to
Annual Report on Form 10-K for the year ended January 1, 1994).
(ix) Credit Agreement, dated August 25, 1993, between S.I.C.F.O.
- Stanley S.A. and Citibank N.A. guaranteed by The Stanley Works
(incorporated by reference to Exhibit (x) to Annual Report on
Form 10-K for the year ended January 1, 1994).
10 (i) Executive Agreements (incorporated by reference to
Exhibit 10(i) to Annual Report on Form 10-K for year ended
January 3, 1987)*
* Management contract or compensation plan or arrangement
E-2-
10 (ii) Deferred Compensation Plan for Non-Employee Directors as
amended December 20, 1989 (incorporated by reference to Exhibit
10(ii) to Annual Report on Form 10-K for year ended December 30,
1989)*
(iii) 1988 Long-Term Stock Incentive Plan (incorporated by
reference to Exhibit 10(v) to Annual Report on Form 10-K for
year ended December 31, 1988)*
(iv) Management Incentive Compensation Plan*
(v) Deferred Compensation Plan for Participants in Stanley's
Management Incentive Plans as amended October 25, 1994*
(vi) Restated Supplemental Retirement and Savings Plan for Salaried
Employees of The Stanley Works effective as of January 1, 1995*
(vii) Term Loan Agreement dated as of May 13, 1988 between the
Savings and Retirement Trust for Salaried Employees and Wachovia
Bank and Trust Company N.A. and related Guaranty dated as of May
13, 1988 from The Stanley Works to Wachovia Bank and Trust
Company, N.A. (incorporated by reference to Exhibit 10(x) to
Annual Report on Form 10-K for year ended December 31, 1988)
(viii) Loan and Guarantee Agreement dated as of June 6, 1989
among The Stanley Works Savings Trust for Hourly Paid Employees,
The Stanley Works and Wachovia Bank and Trust Company, N.A.,
Massachusetts Mutual Life Insurance Company and The Lincoln
National Life Insurance Company (incorporated by reference to
Exhibit 10(i) to Quarterly Report on Form 10-Q for quarter ended
July 1, 1989)
(a) First Amendment to Loan and Guarantee Agreement dated as of
February , 1993
(ix) Loan and Guarantee Agreement dated as of June 6, 1989 among
The Stanley Works Savings and Retirement Trust, The Stanley
Works and Wachovia Bank and Trust Company, N.A., Massachusetts
Mutual Life Insurance Company, The Lincoln National Life
Insurance Company, First Penn-
* Management contract or compensation plan or arrangement
E-3-
Pacific Life Insurance Company, Security- Connecticut Life
Insurance Company- Universal Life, Lincoln National Life
Reinsurance Company and American States Life Insurance Company-
Universal Life (incorporated by reference to Exhibit (10)(ii) to
Quarterly Report on Form 10-Q for quarter ended July 1, 1989)
(a) First Amendment to Loan and Guarantee Agreement dated as of
February , 1993
10 (x) Assignment and Assumption Agreement and Second Amendment
to Loan and Guarantee Agreements, dated as of September 30,
1994, among The Stanley Works Savings Trust for Hourly Paid
Employees, The Stanley Works Savings and Retirement Trust, The
Stanley Works and the Financial Institutions named in Schedules
I and II thereto.
(xi) Receivables Purchase Agreement dated as of December 1,
1993, among THE STANLEY WORKS, MAC TOOLS, INC., STANLEY
BOSTITCH, INC., the PURCHASERS listed on the signature pages
hereof, and WACHOVIA BANK OF GEORGIA, NATIONAL ASSOCIATION, as
Agent (incorporated by reference to Exhibit (10) (xii) to Annual
Report on Form 10-K for year ended January 1, 1994).
(xii) (a) The Stanley Works Non-Employee Directors' Benefit Trust
Agreement dated December 27, 1989 and amended as of January 1,
1991 by and between The Stanley Works and Connecticut National
Bank (incorporated by reference to Exhibit (10)(xvii)(a) to
Annual Report on Form 10-K for year ended December 29, 1990)
(xii) (b) The Stanley Works Employees' Benefit Trust Agreement
dated December 27, 1989 and amended as of January 1, 1991 by and
between The Stanley Works and Connecticut National Bank
(incorporated by reference to Exhibit (10)(xvii)(b) to Annual
Report on Form 10-K for year ended December 29,1990)
(xiii) Restated and Amended 1990 Stock Option Plan*
(xiv) Term Note, dated as of June 7, 1991, by State Street Bank and
Trust Company, as Trustee for the Savings Plan for Salaried
Employees of The Stanley Works, to Stanley Works Funding
* Management contract or compensation plan or arrangement
E-4-
Corporation (incorporated by reference to Exhibit (10)(xxi) to
Current Report on Form 8-K dated June 7, 1991)
(xv) Term Note, dated as of June 7, 1991, by State Street Bank
and Trust Company, as Trustee for the Savings Plan for Hourly
Paid Employees of The Stanley Works, to Stanley Works Funding
Corporation (incorporated by reference to Exhibit (10)(xxii) to
Current Report on Form 8-K dated June 7, 1991)
(xvi) Master Leasing Agreement, dated September 1, 1992 between
BLC Corporation and The Stanley Works (incorporated by reference
to Exhibit (10)(i) to Quarterly Report on Form 10-Q for quarter
ended September 26, 1992)
(xvii) The Stanley Works Stock Option Plan for Non-employee
Directors*
(11) Statement re computation of per share earnings
(12) Statement re computation of ratio of earnings to fixed charges
(13) Annual Report to shareholders for year ended December 31, 1994
(21) Subsidiaries of Registrant
(23) Consents of Independent Auditors (at page F-2 and F-3
(27) Financial Data Schedule
* Management contract or compensation plan or arrangement
E-5-
(99) (i) Financial Statements and report of independent auditors
for the year ended December 31, 1994, of The Stanley Works
401(k) Savings Plan
(ii) Policy on Confidential Proxy Voting and Independent
Tabulation and Inspection of Elections as adopted by The Board
of Directors October 23, 1991 (incorporated by reference to
Exhibit (28)(i) to Quarterly Report on Form 10-Q for quarter
ended September 28, 1991)
(iii) Description of Capital Stock (incorporated by reference to
Exhibit 28(iv) to Annual Report on Form 10-K for the year ended
January 2, 1993)
E-6-