File No. _____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-3A-2
Statement by Holding Company Claiming Exemption Under Rule U-3A-2
from the Provisions of the
Public Utility Holding Company Act of 1935
To Be Filed Annually Prior to March 1
THE STANLEY WORKS
hereby files with the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of the
Public Utility Holding Company Act of 1935, and submits the following
information:
1. Name, State of organization, location and nature of business of claimant
and every subsidiary thereof, other than any exempt wholesale generator (EWG) or
foreign utility company in which claimant directly or indirectly holds an
interest.
The Stanley Works ("Stanley" or the "Company") is a Connecticut corporation with
its principal place of business at 1000 Stanley Drive, New Britain, Connecticut
06053. A list of its subsidiary companies is attached hereto and identified as
Attachment 1. A description of the nature of Stanley's businesses and that of
its subsidiaries, except for The Farmington River Power Company ("FRPC"), is
attached hereto and identified as Attachment 2. The business of FRPC involves
the generation, sale and distribution of electricity within the State of
Connecticut.
2. A brief description of the properties of claimant and each of its
subsidiary public utility companies used for the generation, transmission, and
distribution of electric energy for sale, or for the production, transmission,
and distribution of natural or manufactured gas, indicating the location of
principal generating plants, transmissions lines, producing fields, gas
manufacturing plants, and electric and gas distribution facilities, including
all such properties which are outside the State in which claimant and its
subsidiaries are organized and all transmission or pipelines which deliver or
receive electric energy or gas at the borders of such State.
Stanley owns no properties used for the purposes listed above either within or
without the State of Connecticut.
FRPC owns and operates the Rainbow Dam Hydroelectric Facility located on the
Farmington River in Windsor, Connecticut. The hydroelectric facility consists of
the Rainbow Dam, a power house with an 8 megawatt generating capacity, switching
and transformer equipment, flow and flood rights and various storage and
outbuildings all located in Windsor, Connecticut. In addition FRPC owns
transmission line rights of way, running for approximately 22 miles within the
State of Connecticut from the Rainbow Dam facility to New Britain, Connecticut.
FRPC also owns a substation and various distribution lines all located within
New Britain, Connecticut.
FRPC does not own any property located outside the State of Connecticut and does
not own any property located on or in proximity to the borders of the State of
Connecticut.
3. The following information for the last calendar year with respect to
claimant and each of its subsidiary public utility companies:
(a) Number of kwh. of electric energy sold (at retail or wholesale), and
Mcf. of natural or manufactured gas distributed at retail.
Stanley - None.
FRPC sold 18,363,000 kwh. of electric energy during 2002.
(b) Number of kwh. of electric energy and Mcf. of natural or manufactured
gas distributed at retail outside the State in which each such company is
organized.
Stanley - None.
FRPC - None.
(c) Number of kwh. of electric energy and Mcf. of natural or manufactured
gas sold at wholesale outside the State in which each such company is organized,
or at the State line.
Stanley - None.
FRPC - None.
(d) Number of kwh. of electric energy and Mcf. of natural or manufactured
gas purchased outside the State in which each such company is organized or at
the State line.
Stanley - None.
FRPC - None.
4. The following information for the reporting period with respect to
claimant and each interest it holds directly or indirectly in an EWG or a
foreign utility company, stating monetary amounts in United States dollars:
(a) Name, location, business address and description of the facilities used
by the EWG or foreign utility company for the generation, transmission and
distribution of electric energy for sale or for the distribution at retail of
natural or manufactured gas.
Not Applicable
(b) Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held.
Not Applicable
(c) Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee of the
security of the EWG or foreign utility company by the holding company claiming
exemption; and any debt or other financial obligation for which there is
recourse, directly or indirectly, to the holding company claiming exemption or
another system company, other than the EWG or foreign utility company.
Not Applicable
(d) Capitalization and earnings of the EWG or foreign utility company
during the reporting period.
Not Applicable
(e) Identify any service, sales or construction contract(s) between the EWG
or foreign utility company and a system company, and describe the services to be
rendered or goods sold and fees or revenues under such agreement(s).
Not Applicable
The above-named claimant has caused this statement to be duly executed on its
behalf by its authorized officer on this 28th day of February, 2003.
The Stanley Works
By: /s/ David S. Winakor
---------------------------------------------
David S. Winakor
Senior Corporate Counsel
and Assistant Secretary
CORPORATE SEAL
Attest:
/s/ Bruce H. Beatt
--------------------------
Bruce H. Beatt
Vice President, General
Counsel and Secretary
Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed.
David S. Winakor, Senior Corporate Counsel & Assistant Secretary
--------------------------------------------------------------------------------
(Name) (Title)
1000 Stanley Drive, New Britain, CT 06053
--------------------------------------------------------------------------------
(Address)
EXHIBIT A
The Stanley Works and Subsidiaries
Consolidating Statements of Operations
For the fiscal year ended December 28, 2002
(Unaudited, Thousands of Dollars)
Farmington
River Power All Other Consolidated
Company Subsidiaries Stanley Works
---------- ------------ ------------
Net Sales $ - $ 2,593,515 $ 2,593,515
Costs and Expenses:
Costs of sales (67) 1,752,920 1,752,853
Selling, general and
administrative - 547,201 547,201
Interest, net - 24,512 24,512
Other, net 23 (9,175) (9,152)
---------- ------------ ----------
(44) 2,315,458 2,315,414
---------- ------------ ----------
Earnings Before Income Taxes 44 278,057 278,101
Income Taxes 17 89,309 89,326
---------- ------------ ----------
Net Earnings $ 27 $ 188,748 $ 188,775
========== ========== ==========
The Stanley Works and Subsidiaries
Consolidating Balance Sheet
For the fiscal year ended December 28, 2002
(Unaudited, Thousands of Dollars)
Farmington Consolidated
River Power All Other Stanley
Company Subsidiaries Eliminations Works
-------- ------------ ------------ ----------
ASSETS
Current Assets
Cash and cash equivalents $ - $ 121,746 $ - $ 121,746
Accounts and notes
receivable - 547,966 - 547,966
Inventories - 414,720 - 414,720
Deferred taxes - 21,160 - 21,160
Prepaid assets - 68,980 - 68,980
Other current assets - 11,395 - 11,395
--------- ---------- ---------- ----------
Total Current Assets - 1,185,967 - 1,185,967
--------- ---------- ---------- ----------
Property, Plant and
Equipment 1,900 495,123 - 497,023
Goodwill and Other
Intangibles - 544,870 - 544,870
Other Assets - 200,825 (4,342) 196,483
--------- ---------- ---------- ----------
Total Assets $ 1,900 $2,426,785 $ (4,342) $2,424,343
========= ========== ========== ==========
The Stanley Works and Subsidiaries
Consolidating Balance Sheet
For the fiscal year ended December 28, 2002
(Unaudited, Thousands of Dollars)
CONTINUED
Farmington Consolidated
River Power All Other Stanley
Company Subsidiaries Eliminations Works
-------- ------------ ------------ ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term borrowings $ - $ 140,121 $ - $ 140,121
Current maturities of
long-term debt - 9,510 - 9,510
Accounts payable 3 260,284 - 260,287
Accrued expenses 1,099 272,207 - 273,306
-------- --------- ------- ---------
Total current liabilities 1,102 682,122 - 683,224
-------- --------- ------- ---------
Long-term debt - 564,261 - 564,261
Deferred taxes (417) 5,774 - 5,357
Other liabilities - 183,876 - 183,876
-------- --------- ------- ---------
Total liabilities 685 1,436,033 - 1,436,718
-------- --------- ------- ---------
Shareholders' Equity
Preferred Stock - - - -
Common Stock 150 230,859 (150) 230,859
Retained earnings 325 1,248,773 - 1,249,098
Accumulated other
comprehensive loss - (123,304) - (123,304)
ESOP Debt - (180,827) - (180,827)
Affiliate investment 740 3,452 (4,192) -
-------- --------- ------- ----------
1,215 1,178,953 (4,342) 1,175,826
Less: cost of common
stock in treasury - (188,201) - (188,201)
-------- --------- ------- ----------
Total Shareholders' equity 1,215 990,752 (4,342) 987,625
-------- --------- ------- ---------
Total Liabilities and
Shareholders' Equity $ 1,900 $ 2,426,785 $ (4,342) $ 2,424,343
======== ========== ======== ==========
EXHIBIT B
Not Applicable
EXHIBIT C
Not Applicable
ATTACHMENT 1
(All subsidiaries are included in the Consolidated Financial
Statements of The Stanley Works)
Jurisdiction
Corporate Name of Incorporation
---------------------------------------------------------------------------
The Stanley Works Connecticut
The Farmington River Power Company Connecticut
Contact East, Inc. Massachusetts
Stanley-Bostitch Holding Corporation Delaware
Stanley Logistics, Inc. Delaware
Stanley Fastening Systems, L.P. Delaware
Stanley de Chihuahua S.de R.L. de C.V. Mexico
Stanley Receivables Corporation Delaware
Stanley Funding Corporation Delaware
The Stanley Works C.V. Netherlands
Gregory Smith Corporation Texas
Senior Technologies, Inc. Nebraska
Stanley Canada Inc. Ontario, Canada
Mac Tools Canada Inc. Ontario, Canada
Charge Industries, Inc. Nova Scotia, Canada
Best Lock Corporation Indiana
Integrator.com, Inc. Indiana
First Thoroughbred LTD Indiana
Best Access Systems Co. Nova Scotia, Canada
Best International Holdings, Inc. Indiana
Best Systems Corporation Pte. Ltd. Singapore
Best Access Systems Limited Hong Kong
Southeast Energy Management Corporation Florida
BAI, Inc. Indiana
Jurisdiction
Corporate Name of Incorporation
---------------------------------------------------------------------------
Stanley Tools (N.Z.) Ltd. New Zealand
Stanley do Brasil Ltda. Brazil
Herramientas Stanley S.A. de C.V. Mexico
Stanley-Bostitch, S.A. de C.V. Mexico
Stanley Finance Hungary Kft. Hungary
Stanley Atlantic, Inc. Delaware
Stanley Israel Investments, Inc. Delaware
Stanley Israel Investments B.V. Netherlands
T.S.W. Israel Investments Ltd. Israel
ZAG Industries Ltd. (93.8%) Israel
ZAG Industries U.S.A. Inc. Delaware
Design and Shoot LTD Israel
ZAG Operation (Assets) LTD Israel
RGTI Island of Nevis
ZAG Latin America LTD Brazil
ZAG Israel Marketing LTD Israel
ZAG U.K. U.K.
A.M.T.Y. Vermogensverwoltan Island of Nevis
Stanley International Holdings, Inc. Delaware
Stanley Pacific Inc. Delaware
Stanley Svenska A.B. Sweden
Stanley Works (Europe) A.G. Switzerland
Stanley European Holdings, L.L.C. Delaware
Stanley Europe B.V.B.A. Belgium
Stanley European Holdings B.V. Netherlands
Stanley Fastening Systems Poland Sp.zo.o. Poland
Stanley Sales and Marketing Poland, Sp.Z.o.o. Poland
S.A. Stanley Works (Belgium) B.V.B.A. Belgium
Stanley Bostitch G.m.b.H. Germany
Friess G.m.b.H. Germany
Stanley Doors France, S.A.S. France
Stanley France Services, S.A.S. France
Stanley Tools, S.A.S. France
Stanley France, S.A.S. France
Jurisdiction
Corporate Name of Incorporation
---------------------------------------------------------------------------
Stanley Nordic ApS Denmark
Stanley Works (Nederland) B.V. Netherlands
Stanley Iberia S.L. Spain
Suomen Stanley O.Y. Finland
Stanley Italia S.r.l. Italy
Stanley Tools S.r.l. Italy
F.I.P.A. Due S.r.l. Italy
Stanley U.K. Holding Ltd. U.K.
Stanley U.K. Limited U.K.
The Stanley Works Limited U.K.
Stanley U.K. Sales Limited U.K.
Stanley U.K. Services Limited U.K.
The Stanley Works Pty. Ltd. Australia
Stanley Works Asia Pacific Pte. Ltd. Singapore
The Stanley Works Sales (Philippines), Inc. Philippines
The Stanley Works (Bermuda) Ltd. Bermuda
The Stanley Works Japan K.K. Japan
Stanley Works (Thailand) Ltd. Thailand
TONA a.s. (LTD) (93.9%) Czech Republic
Stanley Works Malaysia Sdn. Bhd. Malaysia
Stanley Works China Investments Ltd. (80%) Virgin Islands
Stanley (Zhongshan) Hardware Co. Ltd.(65%) China
Chiro Tools Holdings B.V. Netherlands
Stanley Chiro International Ltd. Taiwan
Beijing Daxing Stanley-Bostitch
Metal Industries Co., Ltd. (98%) China
Stanley (Tianjin) International Trading Company, Ltd. China
The Stanley Works (Zhongshan) Tool Company Ltd. China
ATTACHMENT 2
Narrative Description of the Business
-------------------------------------
The Stanley Works ("Stanley" or the "Company") was founded in 1843 by Frederick
T. Stanley and incorporated in 1852. Stanley is a worldwide producer of tools
and door products for professional, industrial and consumer use. Stanley(R) is a
brand recognized around the world for quality and value.
In 2002, Stanley had net sales of over $2 billion and employed approximately
13,700 people worldwide. The Company's principal executive office is located at
1000 Stanley Drive, New Britain, Connecticut 06053 and its telephone number is
(860) 225-5111.
The Company's operations are classified into two business segments: Tools and
Doors.
Tools
-----
The Tools segment manufactures and markets carpenters, mechanics, pneumatic and
hydraulic tools as well as tool sets. These products are distributed directly to
retailers (including home centers, mass merchants and retail lumber yards) and
end users as well as through third party distributors. Carpenters tools include
hand tools such as measuring instruments, planes, hammers, knives and blades,
screwdrivers, saws, garden tools, chisels, boring tools, masonry, tile and
drywall tools, as well as electronic stud sensors, levels, alignment tools and
elevation measuring systems. The Company markets its carpenters tools under the
Stanley(R), FatMax(TM), MaxGrip(TM), Powerlock(R), IntelliTools(TM), Contractor
Grade(TM), Dynagrip(R), AccuScape(R) and Goldblatt(R) brands.
Mechanics tools include consumer, industrial and professional mechanics hand
tools, including wrenches, sockets, electronic diagnostic tools, tool boxes and
high-density industrial storage and retrieval systems. Mechanics tools are
marketed under the Stanley(R), Proto(R), Mac(R), Husky(R), Jensen(R), Vidmar(R),
ZAG(R) and Blackhawk(TM) brands.
Pneumatic tools include Bostitch(R) fastening tools and fasteners (nails and
staples) used for construction, remodeling, furniture making, pallet
manufacturing and consumer use and pneumatic air tools marketed under the
Stanley(R) brand (these are high performance, precision assembly tools,
controllers and systems for tightening threaded fasteners used chiefly by
vehicle manufacturers).
Hydraulic tools include Stanley(R) hand-held hydraulic tools used by
contractors, utilities, railroads and public works as well as LaBounty(R)
mounted demolition hammers and compactors designed to work on skid steer
loaders, mini-excavators, backhoes and large excavators.
Doors
-----
The Doors segment manufactures and markets commercial and residential doors,
both automatic and manual, as well as closet doors and systems, home decor and
door and consumer hardware. Products in the Doors segment include residential
insulated steel, reinforced fiberglass and wood entrance door systems, vinyl
patio doors, mirrored closet doors and closet organizing systems, automatic
doors as well as related door hardware products ranging from hinges, hasps,
bolts and latches to shelf brackets and lock sets. Door products are marketed
under the Stanley(R), Magic-Door(R), WelcomeWatch(R), Stanley-Acmetrack(TM),
Monarch(TM) and Acme(R) brands and are sold directly to end users and retailers
as well as through third party distributors.