File No. _____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 42,831,600 kwh. of electric energy during 2003.
(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 27th day of February, 2004.
The Stanley Works
By: /s/ Kathryn Partridge
-------------------------------------------
Kathryn Partridge
Assistant General 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:
Kathryn Partridge, Assistant General Counsel and 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 January 3, 2004
(Unaudited, Thousands of Dollars)
Farmington Consolidated
River Power All Other Stanley
Company Subsidiaries Works
----------- ------------ ------------
Net Sales $ - $2,678,134 $2,678,134
Costs and Expenses:
Cost of Sales (86) 1,785,390 1,785,304
Selling, General and
Administrative - 637,831 637,831
Interest, Net - 28,300 28,300
Other, Net 69 40,367 40,436
Restructuring Charges and
Asset Impairments - 53,218 53,218
----- ----------- ----------
(17) 2,545,106 2,545,089
----- ----------- ----------
Earnings from Continuing
Operations Before Income Taxes 17 133,028 133,045
Income Taxes 5 36,262 36,267
----- ----------- ----------
Net Earnings from Continuing
Operations 12 96,766 96,778
Net Earnings from Discontinued
Operations - 11,171 11,171
----- ----------- ----------
Net Earnings $ 12 $ 107,937 $ 107,949
===== =========== ==========
The Stanley Works and Subsidiaries
Consolidating Balance Sheet
January 3, 2004
(Unaudited, Thousands of Dollars)
Farmington Consolidated
River Power All Other Stanley
Company Subsidiaries Eliminations Works
----------- ------------ ------------ ------------
ASSETS
Current Assets
Cash and Cash Equivalents $ - $ 204,403 $ - $ 204,403
Accounts and Notes Receivable - 482,446 - 482,446
Inventories - 377,125 - 377,125
Deferred Taxes - 23,551 - 23,551
Prepaid Expense and Other
Current Assets - 75,237 - 75,237
Assets Held for Sale - 37,895 - 37,895
------ ---------- ------- ----------
Total Current Assets - 1,200,657 - 1,200,657
------ ---------- ------- ----------
Property, Plant and
Equipment 1,858 411,433 - 413,291
Goodwill and Other
Intangible Assets - 643,291 - 643,291
Other Assets - 171,409 (4,870) 166,539
------ ---------- ------- ----------
Total Assets $1,858 $2,426,790 $(4,870) $2,423,778
====== ========== ======== ==========
LIABILITIES AND SHAREOWNERS' EQUITY
Current Liabilities
Current Maturities of
Long-term Debt $ - $ 157,678 $ - $ 157,678
Accounts Payable 71 240,117 - 240,188
Accrued Expenses 1,170 325,228 - 326,398
Liabilities Held for Sale - 29,199 - 29,199
------ ---------- ------- ----------
Total Current Liabilities 1,241 752,222 - 753,463
------ ---------- ------- ----------
Long-term Debt - 534,452 - 534,452
Deferred Taxes (420) 82,022 - 81,602
Other Liabilities - 195,819 - 195,819
------ ---------- ------- ----------
Total Liabilities 821 1,564,515 - 1,565,336
------ ---------- ------- ----------
Shareowners' Equity
Preferred Stock - - - -
Common Stock 150 237,554 (150) 237,554
Retained Earnings 337 1,201,748 - 1,202,085
Accumulated Other
Comprehensive Loss - (84,281) - (84,281)
ESOP Debt - (173,827) - (173,827)
Affiliate Investment 550 4,170 (4,720) -
------ ---------- ------- ----------
1,037 1,185,364 (4,870) 1,181,531
Less: Cost of Common
Stock in Treasury - (323,089) - (323,089)
------ ---------- ------- ----------
Total Shareowners' Equity 1,037 862,275 (4,870) 858,442
------ ---------- ------- ----------
Total Liabilities and
Shareowners' Equity $1,858 $2,426,790 $(4,870) $2,423,778
====== ========== ======= ==========
EXHIBIT B
Not Applicable
EXHIBIT C
Not Applicable
ATTACHMENT 1
(The following is a list of all active subsidiaries of The Stanley Works. All
subsidiaries, except those marked with an asterisk, are included in the
Consolidated Financial Statements of The Stanley Works.)
JURISDICTION OF
INCORPORATION/
CORPORATE NAME ORGANIZATION
-------------- ---------------
Domestic Subsidiaries
---------------------
BAI, INC. U.S.A. (Indiana)
China Sourcing, L.L.C. U.S.A. (Delaware)
Contact East, Inc. U.S.A. (Massachusetts)
JennCo1, Inc. U.S.A. (Delaware)
JennCo2, Inc. U.S.A. (Delaware)
Stanley Atlantic, Inc. U.S.A. (Delaware)
Stanley-Bostitch Holding Corporation U.S.A. (Delaware)
Stanley Canada Holdings, L.L.C. U.S.A. (Delaware)
Stanley European Holdings, L.L.C. U.S.A. (Delaware)
Stanley Fastening Systems, LP U.S.A. (Delaware)
Stanley Funding Corporation* U.S.A. (Delaware)
Stanley Housing Fund, Inc. U.S.A. (Delaware)
Stanley International Holdings, Inc. U.S.A. (Delaware)
Stanley Israel Investments, Inc. U.S.A. (Delaware)
Stanley Logistics, Inc. U.S.A. (Delaware)
Stanley Pacific Inc. U.S.A. (Delaware)
Stanley Receivables Corporation* U.S.A. (Delaware)
Stanley Security Solutions, Inc. U.S.A. (Indiana)
The Farmington River Power Company U.S.A. (Connecticut)
ZAG USA, Inc. U.S.A. (Delaware)
International Subsidiaries
--------------------------
A.M.T.Y. Vermogensverwoltan G.m.b.H. Island of Nevis Beijing Daxing
Stanley-Bostitch
Metal Industries Co., Ltd. China
Best Access Systems Co. /
Les Systemes D'Access Best Cie Canada (Nova Scotia)
Best Access Systems Limited Hong Kong
Best Systems Corporation Pte. Ltd. Singapore
Charge Industries, Inc. Canada (Nova Scotia)
Chiro Tools Holdings B.V. Netherlands
Design & Shoot Ltd. Israel
F.I.P.A. Due S.r.l. Italy
Friess G.m.b.H. Germany
Herramientas Stanley S.A. de C.V. Mexico
International Staple & Machine Co. Belgium N.V. Belgium
Mac Tools Canada Inc. Canada (Ontario)
Mosley-Stone Limited United Kingdom
R.G.T.I. Ltd. Island of Nevis
S.A. Stanley Works (Belgium) N.V. Belgium
Stanley Bostitch G.m.b.H. Germany
Stanley-Bostitch, S.A. de C.V. Mexico
Stanley Canada Corporation Canada (Nova Scotia)
Stanley Chiro International Ltd. Taiwan
Societe Civile Immobiliere WAT France
Stanley CLP1 Canada (Alberta)
Stanley CLP2 Canada (Alberta)
JURISDICTION OF
INCORPORATION/
CORPORATE NAME ORGANIZATION
-------------- ---------------
Stanley de Chihuahua S. de R.L. de C.V. Mexico
Stanley do Brasil Ltda. Brazil
Stanley Doors France, S.A.S. France
Stanley Europe B.V.B.A. Belgium
Stanley European Holdings B.V. Netherlands
Stanley European Holdings II B.V. Netherlands
Stanley Fastening Systems Poland (SP.z.o.o.) Poland
Stanley Finance Hungary Group Financing
Limited Liability Company Hungary
Stanley Foreign Sales Corporation Virgin Islands
Stanley France Services, SAS France
Stanley France, S.A.S. France
Stanley Iberia S.L. Spain
Stanley Israel Investments B.V. Netherlands
Stanley Italia S.r.l. Italy
Stanley Nordic ApS Denmark
Stanley Sales and Marketing Poland Sp.z.o.o. Poland
Stanley Svenskas Aktiebolag Sweden
Stanley (Tianjin) International Trading Co. Ltd. China
Stanley Tools (N.Z.) Ltd. New Zealand
Stanley Tools France, S.A.S. France
Stanley Tools S.r.l. Italy
Stanley U.K. Holding Ltd. United Kingdom
Stanley UK Limited United Kingdom
Stanley UK Sales Limited United Kingdom
Stanley UK Services Limited United Kingdom
Stanley Works Asia Pacific Pte. Ltd. Singapore
Stanley Works China Investments Limited British Virgin Islands
Stanley Works (Europe) AG Switzerland
Stanley Works Holdings B.V. Netherlands
Stanley Works (India) Private Limited India
Stanley Works Limited (Thailand) Thailand
Stanley Works (Malaysia) Sdn Bhd Malaysia
Stanley Works (Nederland) B.V. Netherlands
Stanley (Zhongshan) Hardware Co., Ltd. China
Suomen Stanley OY Finland
T.S.W. Israel Investments Ltd. Israel
The Stanley Works (Bermuda) Ltd. Bermuda
The Stanley Works C.V. Netherlands
The Stanley Works Japan K.K. Japan
The Stanley Works Limited United Kingdom
The Stanley Works Pty. Ltd. Australia
The Stanley Works Sales (Philippines), Inc. Philippines
The Stanley Works (Shanghai) Co., Ltd. China
The Stanley Works (Zhongshan) Tool Co., Ltd. China
Tona a.s. Pecky Czech Republic
ZAG Industries Ltd. Israel
ZAG Israel Marketing Ltd. Israel
ZAG Latin America Ltd. Brazil
ZAG Operation (Assets) Ltd. Israel
ZAG U.K. Limited United Kingdom
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 2003, Stanley had net sales of $2.7 billion and employed approximately 13,500
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 sold to customers and
distributed directly to retailers (including home centers, mass merchants,
hardware stores, and retail lumber yards) as well as through third party
distributors. Carpenters tools include hand tools such as measuring instruments,
planes, hammers, knives and blades, screwdrivers, saws, 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(R), MaxGrip(TM), Powerlock(R),
IntelliTools(TM), Dynagrip(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) by Proto (R) 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 automatic doors, as
well as closet doors and systems, home decor, door locking systems, commercial
and consumer hardware, security access control systems and patient monitoring
devices. Products in the Doors segment include 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)
Stanley-Acmetrack(TM), Monarch(TM), Acme(R), WanderGuard(R) , StanVision(TM) and
BEST(R) brands and are sold directly to end users and retailers as well as
through third party distributors.