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): January 15, 2004
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 4
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Item 5. OTHER EVENTS.
On January 15, 2004, the Company issued a press release announcing
the completion of the acquisition of Chicago Steel Tape Co. and
certain related assets and affiliated companies that are
collectively known as CST/Berger.
A copy of the press release is filed herewith as Exhibit 99.1 and
is hereby incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) EXHIBITS
Exhibit No. Description
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99.1 Press Release dated January 15, 2004, issued by The Stanley
Works announcing the completion of the acquisition of Wateska,
Illinois-based Chicago Steel Tape Co. and certain related assets
and affiliated companies that are collectively known as
CST/Berger
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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: January 15, 2003 By: /s/ Bruce H. Beatt
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Name: Bruce H. Beatt
Title: Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Current Report on Form 8-K
Dated January 15, 2004
Exhibit No. Page
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99.1 5
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Exhibit 99.1
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FOR IMMEDIATE RELEASE
Stanley Works Completes Acquisition Of CST / Berger
New Britain, Connecticut, January 15, 2004: The Stanley Works (NYSE: SWK)
announced today that it has completed the acquisition of Wateska, Illinois-based
Chicago Steel Tape Co. and certain related assets and affiliated companies that
are collectively known as CST/Berger.
CST/Berger is a leading designer and manufacturer of laser and optical
leveling and measuring equipment. Its products include laser and optical
surveying, leveling and alignment tools, surveyor supplies and accessories that
are sold principally in the Specialty Tools and Fasteners Distributors
Association ("STAFDA") channel in the U.S., as well as specialty surveyors' and
contractors' supply distributors.
Commenting on the acquisition, Joseph J. DeAngelo, Executive Vice President and
President - Tools Group, stated: "The addition of CST / Berger is a clear
strategic win for us. Our measuring business already includes global market
leadership in tape rules; now it is much better positioned to serve professional
customers with the addition of CST / Berger's measuring devices. This important
acquisition also advances the objective of increasing the portion of our
company's revenues generated in favored markets, those with higher inherent
growth and profitability."
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 immediately. Stanley financed the $62 million cash purchase with
existing cash resources and commercial paper facilities.
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 www.stanleyworks.com and
about CST / Berger at www.cstsurvey.com.
Contact: Gerry Gould
Vice President, Investor Relations
(860) 827-3833
ggould@stanleyworks.com
This press release contains forward-looking statements. Cautionary statements
accompanying these forward-looking statements are set forth, along with this
news release, in a Form 8-K filed with the Securities and Exchange Commission
today. The Stanley Works corporate press releases are available under Financial
News in the Investor Relations section of the company's corporate web site at
www.stanleyworks.com.
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CAUTIONARY STATEMENTS
All of the statements in the press release attached to this current report on
Form 8-k, other than historical facts, are forward looking statements made in
reliance upon the safe harbor of the Private Securities Litigation Reform Act of
1995. As a general matter, forward looking statements are those focused upon
anticipated events or trends and expectations and beliefs relating to matters
that are not historical in nature. Such forward looking statements are subject
to uncertainties and factors relating to Stanley's operations and business
environment, all of which are difficult to predict and many of which are beyond
the control of Stanley. These uncertainties and factors could cause actual
results to differ materially from those matters expressed in or implied by such
forward-looking statements. The following uncertainties and factors, among
others, could affect future performance and cause actual results to differ
materially from those expressed in or implied by forward looking statements: (i)
the successful integration of the acquired business and other acquisitions with
Stanley's existing businesses and to realize the related financial benefits in a
timely manner; (ii) the success of Stanley's efforts to decentralize its
operations functions, primarily into its Tools and Access Solutions business
groups; (iii) the success of Stanley's efforts to reduce its workforce and close
certain facilities, including the resolution of any labor issues related to such
activities, payments related to such activities, the need to respond to
significant changes in product demand while any facility consolidation is in
process and other unforeseen events; (iv) the success of Stanley's efforts to
restructure its Mac Tools organization in order to return it to profitability,
including without limitation, Stanley's ability to liquidate certain Mac Tools
assets at a satisfactory price; (v) the success of Stanley's marketing and sales
efforts, including Stanley's ability to recruit and retain an adequate sales
force; (vi) continued improvements in productivity and cost reductions; (vii)
the continued improvement in the payment terms under which Stanley buys and
sells goods, materials and products; (viii) the ability to attract and retain
quality management personnel; (ix) Stanley's ability to fulfill demand for its
products in a timely manner; (x) the absence of increased pricing pressures from
customers and competitors and the ability to defend market share in the face of
price competition; (xi) Stanley's ability to identify and engage a successor CEO
on a timely basis; (xii) the continued success of The Home Depot, Lowe's and
Wal-Mart sales initiatives as well as other programs to stimulate demand for
Stanley products; (xiii) the ability of the sales force to adapt to changes made
in the sales organization and achieve adequate customer coverage; (xiv) the
continued ability to effectively manage and defend litigation matters pending,
or asserted in the future, against Stanley.
Stanley's future performance will also be affected by other external factors.
These external factors include pricing pressure and other changes within
competitive markets, the continued consolidation of customers in consumer
channels, inventory management pressures of Stanley's customers, increasing
competition, changing demand for Stanley's products, changes in trade, monetary,
tax and fiscal policies and laws, inflation, currency exchange fluctuations, the
impact of dollar/foreign currency exchange and interest rates on the
competitiveness of products and Stanley's debt program, the strength of the U.S.
economy and the strength of foreign currencies, including but not limited to the
Euro, and the impact of events that cause or may cause disruption in Stanley's
distribution and sales networks such as war, terrorist activities, political
unrest and recessionary or expansive trends in the economies of the world in
which Stanley operates.
Stanley does not undertake, and hereby disclaims, any duty to update these
forward-looking statements, even though its situation and circumstances may
change in the future.
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