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): November 25, 2002
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The Stanley Works
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(Exact name of registrant as specified in charter)
Connecticut 1-5244 06-0548860
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
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 3
Page 1 of 5 Pages
Item 5. Other Events.
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In a Press Release attached to this 8-K as Exhibit
20(i), the company announced that it has acquired Best
Lock Corporation d.b.a. Best Access Systems, and commented
on its expectations for this acquisition.
Item 7. Financial Statements and Exhibits.
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(c) 20(i) Press Release dated November 25, 2002.
20(ii) Cautionary Statements relating to forward looking
statements included in Exhibit 20(i).
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: November 25, 2002 By: /s/ Bruce H. Beatt
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Name: Bruce H. Beatt
Title: Vice President, General
Counsel and Secretary
Page 2 of 5 Pages
EXHIBIT INDEX
Current Report on Form 8-K
Dated November 25, 2002
Exhibit No. Page
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20(i) 4
20(ii) 5
Page 3 of 5 Pages
Exhibit 20(i)
FOR IMMEDIATE RELEASE
Stanley Works Completes Acquisition Of Best Access Systems
New Britain, Connecticut, November 25, 2002: The Stanley Works (NYSE: "SWK")
announced today that it has completed the acquisition of 100% of the outstanding
common shares of Best Lock Corporation dba Best Access Systems.
Best Access Systems is a global provider of security access control systems with
$250 million in sales. Its products include mechanical access hardware and
electronic access controls that are used in government offices, military
facilities, hospitals, commercial buildings and educational facilities
worldwide.
The addition of Best Access Systems is a significant step in enabling Stanley to
build service and technology infrastructures in the very large security and
safety market. By combining its current automatic door, commercial hardware and
service businesses with Best Access' mechanical and electronic locking, service
and systems integration, Stanley will have a $450 million platform in this
market. Management expects to build upon this platform both organically and
through acquisitions.
Stanley financed the $310 million cash purchase with proceeds from its recently
completed debt offering of $200 million of 4.90% notes due 2012 and $150 million
of 3.50% notes due 2007.
Management expects the acquisition to be immediately accretive to earnings and
to generate a return that covers Stanley's cost of capital in the first year of
ownership. Integration plans have been developed and will begin to be
implemented before year-end.
The Stanley Works, an S&P 500 company, is a worldwide supplier of tools,
hardware and doors for professional, industrial and consumer use. More
information about The Stanley Works can be found at http://www.stanleyworks.com
and about Best Access Systems at http://www.bestaccess.com.
Contact: Gerry Gould, V.P., Investor Relations, (860) 827-3833
ggould @ stanleyworks.com
The Stanley Works corporate press releases are available on the company's
corporate web site at http://www.stanleyworks.com. Click on "Investor Relations"
and then on "News Releases".
Page 4 of 5 Pages
Exhibit 20(ii)
CAUTIONARY STATEMENTS
Under the Private Securities Litigation Reform Act of 1995
Statements in the company's press release attached as Exhibit 20(i) to this
Current Report on Form 8-K regarding management's expectation that the
acquisition of Best Lock Corporation will be immediately accretive to earnings
and will generate a return that covers Stanley's cost of capital in the first
year of ownership 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 the successful integration of Best Access
with existing businesses of the company and the achievement of the sales plan
for the combined businesses.
The company's ability to achieve the objectives discussed above will also be
affected by external factors such as pricing pressure and other changes within
competitive markets, 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 events that cause or may cause disruption in the company's
distribution and sales networks such as the recent closure of ports on the West
Coast, the events of September 11, 2001, political unrest and recessionary or
expansive trends in the economies of the world in which the company operates.
Page 5 of 5 Pages