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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 January 1, 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 [ ].
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 28, 1994 was approximately $1.75 billion.
As of March 28, 1994, there were 44,848,818 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 January
1, 1994 are incorporated by reference into Parts I and II.
Portions of the definitive Proxy Statement dated March 9, 1994, 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. During 1993, the
company acquired several businesses for a total of $24.0 million.
The most significant of the businesses acquired were Friess & Co.
KG, a German manufacturer and marketer of paint rollers and
brushes and Rikkoh-Sha Co. Ltd., a mechanics tools distributor in
Japan. On June 30, 1993, the company 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.
1(b) Industry Segment Information. Industry segment
information on page 15 of Registrant's Annual Report to
shareholders for the year ended January 1, 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 industrial tools and MAC mechanics
tools and high-density industrial storage and retrieval systems.
Engineered tools includes air tools, hydraulic tools and STANLEY-
BOSTITCH 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, electronic
controls and other similar products.
Competition. The company competes on the basis of its
manufacturing capabilities, extensive distribution system and
merchandising service, the breadth of its product lines, its
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reputation for product quality, its well-known trademarks and its
electronic data interchange ("EDI") capabilities. The company
believes that its significant long-term investments have made it
an industry leader in the utilization of EDI.
The company encounters active competition in all of its
activities 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 1993, the company's
approximately $70 million investment in new equipment and
advanced business systems resulted in improved manufacturing
processes and decreased inventories and transaction costs both
for the company and its customers.
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 and architectural hardware products, mirrored closet
doors and hardware for sliding, folding and pocket doors and
screen and storm door hardware; 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,
garage door openers and automatic sliding and swinging doors and
gate openers for commercial and industrial use.
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
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channels is occurring. These customers constitute a growing
percent of the company's sales and are important to the company's
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 could 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 has addressed
this issue by strategically focusing on excellence in customer
service, new product innovations, and distribution channel
development.
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. The company does not purchase
a significant amount of its supplies under long-term contracts,
however, it 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 5, 1994, the company had approximately
$130 million in unfilled orders compared with $126 million in
unfilled orders at February 6, 1993. 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 and STANLEY (in a notched
rectangle) trademarks are material to all three business
segments. These well-known trademarks enjoy a reputation for
excellence. In addition, in the Tools segment, the Bostitch ,
Powerlock , Tape Rule Case Design (Powerlock) , MAC Tools ,
Proto , and Vidmar trademarks are material to the business.
Environmental Regulations. The company is subject to various
environmental laws and regulations in the U.S. and foreign
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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 other
parties, has been named a potentially responsible party ("PRP")
with respect to nine 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 assessments and
remediation progress at individual sites, the amounts recorded
are reviewed periodically and adjusted to reflect additional
technical and legal information which becomes available. As of
year-end 1993, the company had reserves of $18 million, primarily
for remediation activities associated with company-owned
properties as well as for Superfund sites.
Actual costs to be incurred at identified sites 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.
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.
-4-
Employees. During 1993, the company had an average of 18,988
employees, approximately 12,750 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. Approximately 1,200 of the hourly-paid production
and maintenance employees who are employed by the company's
operations in New Britain, Connecticut are covered by agreements
with the International Association of Machinists and Aerospace
Workers that expire in May 1994. The balance of the company's
labor agreements expire in 1994, 1995 and 1996. 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
January 1, 1994 is incorporated herein by reference.
Item 2. Properties.
As of January 1, 1994, Registrant and its subsidiaries
operated facilities for manufacturing and distribution in 22
states and 21 foreign countries. The Registrant believes that
its facilities are suitable and adequate for its business. The
Registrant utilizes approximately 14,126,100 square feet of floor
space in its business, of which approximately 3,972,067 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 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, Moonah and
Wangaratta, Australia; Sao Paulo, Brazil; Smiths Falls, Canada;
Pecky, Czech Republic; Ecclesfield, Hellaby and Sheffield,
England; Besancon Cedex and Maxonchamp, France; Surabaya,
Indonesia; Puebla, Mexico; Taichung Hsien, Taiwan; and Amphur
Bangpakong, Thailand.
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Hardware
Chatsworth and San Dimas, California; New Britain,
Connecticut; Richmond, Virginia; Brampton and New Hamburg,
Canada; and Sheffield, England.
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, Ohio; Milwaukie,
Oregon; Carrollton, Texas; Coburg, Australia; Burlington and
Mississauga, Canada; Northampton, England; and Saverne, France.
Hardware
Chatsworth, California; Lenexa, Kansas; Tupelo, Mississippi;
and Oakville, Ontario.
Specialty Hardware
Rancho Cucamonga, California; Orlando, Florida; Winchester,
Virginia; Langley and Montreal, Canada.
Item 3. Legal Proceedings.
3(a) The company is a party to a number of proceedings before
federal and state regulatory agencies relating to environmental
remediation. Also, the company, along with many other companies,
has been named as a potentially responsible party in a number of
administrative proceedings for the remediation of various waste
sites, including nine Superfund sites. In addition, in the
normal course of business, the company is involved in various
lawsuits and 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 or results of
operations.
3(b) (i) On May 22, 1990, a federal grand jury sitting in
St. Louis, Missouri indicted four manufacturers and five
individuals, charging each with one count of illegal price fixing
activities in the sale of architectural hinges. Architectural
hinges, which are heavy hinges used for non-residential
applications, constitute a small portion of the business of one
division of the company and do not involve a substantial portion
-6-
of the company's overall business.
In addition to the company, the companies indicted were
The Hager Hinge Company, McKinney Products Company, and Lawrence
Brothers, Inc. The individuals named in the indictment were John
F. Hollfelder (who left the company's employ in 1988), Robert A.
Haversat and David B. Gibson of McKinney Products Company, and
John A. Lawrence of Lawrence Brothers, Inc. Richard G. Martin
(who left the company's employ in 1992) was also indicted. On
October 29, 1992, a jury acquitted Mr. Martin. The indictment
charged that between 1986 and 1988 the defendants conspired to
raise the price of architectural hinges. On May 16, 1991, the
company, McKinney Products Company and Lawrence Brothers, Inc.
entered pleas of nolo contendere with the U.S. District Court for
the Eastern District of Missouri. On October 14, 1992, Mr.
Hollfelder and The Hager Hinge Company pled guilty as a part of
plea agreements with the government. On July 13, 1993, the
company was sentenced to a fine of $6 million, of which $1
million was to be given to certain educational institutions for
the purpose of establishing courses and seminars on business
ethics.
(ii) In July and August 1990, the company was named as
a defendant in two class actions filed in the California state
court in San Francisco on behalf of a class of indirect
purchasers of architectural hinges in California alleging the
company and others with violations of the California antitrust
statute. On December 18, 1991 and February 18, 1992, the
defendants in these California actions entered into a classwide
settlement agreement with the plaintiff class representatives.
On April 30, 1992, the California state court granted the
plaintiff's motion for final approval of the class action
settlements and dismissed the two class actions with prejudice.
On December 19, 1991, the company was named as a defendant in a
third civil action filed in the California state court in Los
Angeles purporting to sue on behalf of a class of indirect
purchasers of architectural hinges in California for alleged
violation of the California antitrust statute. The plaintiff
subsequently agreed to participate in, and be bound by, the
settlement in the San Francisco actions, and to dismiss the Los
Angeles case voluntarily.
3(c) On or about June 21, 1991, a putative class action
complaint was filed in the U.S. District Court for the District
of Connecticut naming the company and its directors as
defendants. On May 14, 1992, the plaintiffs filed an amended
complaint, and on or about October 19, 1992, the plaintiffs filed
a third amended complaint, alleging that (i) the company's proxy
statement for its 1991 annual meeting violated the federal proxy
rules by failing to disclose in connection with shareholder
approval of the company's 1990 Stock Option Plan (the "Stock
Option Plan"), among other things, the existence of Newell Co.'s
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("Newell") interest in the company and certain discussions
between Newell and the company's representatives, (ii) the
director defendants breached their fiduciary duty to the
company's shareholders by approving the Stock Option Plan and the
transactions announced on June 7, 1991 solely to thwart a
combination with Newell, (iii) the director defendants wasted
corporate assets by, among other things, authorizing the
prosecution of litigation against Newell, (iv) the director
defendants wrongfully approved the sale of the company's Common
Stock to the Employee Stock Ownership Plans ("ESOPs") on June 7,
1991 without previously disclosing that Newell had made a filing
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
("Hart-Scott") and (v) the director defendants failed to maximize
shareholder values by approving transactions that would thwart
Newell or any other potential acquiror of the company.
In an opinion and order dated October 26, 1992, the
court certified the plaintiffs' federal proxy claims to proceed
on behalf of a class composed of (1) all current shareholders of
the company, and (2) all company shareholders of record as of
February 8, 1991 who were entitled to vote at the 1991 Annual
Meeting of Shareholders or their successors in interest. The
court declined to certify the plaintiffs' state law claims
because these claims were now brought derivatively on behalf of
the company.
On June 3, 1993, the court granted final approval to an
agreement between the parties to settle the class and derivative
action, and the case was dismissed with prejudice.
3(d) From time to time Mac Tools, Inc., a wholly owned
subsidiary of the company ("Mac Tools") has been sued by former
distributors of Mac Tools alleging breach of contract, breach of
fiduciary duty, intentional infliction of emotional distress and
fraud, and claims based on state unfair trade practices, business
opportunity and franchise laws, and seeking compensatory and
punitive damages. In 1991, a jury in such a suit, awarded the
plaintiff former distributor compensatory damages of $40,000 and
punitive damages of $500,000; in 1992, a jury in such a suit,
awarded $129,000 in compensatory damages and $2.2 million in
punitive damages.
As of the end of 1991 there were 22 such cases pending.
During 1992, 38 suits were commenced against Mac Tools and 11
suits were terminated by settlement, judgment or otherwise. As
of the end of 1992, there were 49 such suits pending. During
1993, 32 suits were commenced against Mac Tools, Inc. and 17
suits were terminated by settlement, judgment or otherwise. As
of the end of 1993, there were 64 such suits pending.
The results for 1993 include a fourth quarter charge of
$15 million to reflect both the late January 1994 settlement of
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132 filed and threatened lawsuits by former distributors against
Mac Tools and the accrual of reserves to cover unsettled and
potential claims. After these settlements, there were four
claims outstanding. The company has taken steps to improve its
relationship with its distributors and an ombudsman program has
been established to provide liaison with former distributors.
Management believes that these actions will reduce the number and
size of future settlements and expenses related to this kind of
litigation and that any such expenses will not have a material
adverse effect on the company's financial position, results of
operations or liquidity.
3(e) In May 1988, the U.S. Customs Service (the "Customs
Service") initiated an investigation of possible violations of
the country-of-origin marking provisions of the U.S. customs laws
by National Hand Tool Corporation (then a wholly owned subsidiary
and presently a division of the company) ("NHT"). Section 304 of
the Tariff Act of 1930, 19 U.S.C. Section 1304, requires that foreign-
made goods be marked with their country of origin.
The investigation focused on two types of alleged
activity that they claim began prior to the company's acquisition
of NHT in December 1986 and continued until August 1988. One is
that NHT personnel are claimed to have removed country-of-origin
marks from certain hand tools and components (including
screwdriver shanks, mallets and prybars) that had been imported
by NHT for assembly and resale. The other is the alleged failure
to place foreign origin markings on finished sockets and
components for socket wrench sets that NHT made from imported
forgings.
On March 2, 1993, the U.S. government instituted an
action against the company in the United States Court of
International Trade alleging that NHT had engaged in the
intentional removal of country-of-origin marks from imported
screwdrivers, mallets and prybars and failed to place country-of-
origin markings on forgings that it imported for manufacture into
sockets and other socket wrench components during the period from
December 31, 1986 through August 10, 1988. The suit claimed that
by these actions the company perpetrated a fraud and effectuated
the illegal entry of the imported articles into the United States
in violation of 19 U.S.C. Section 1592, and sought $7,113,951 in civil
penalties and $592,730 in additional marking duties. At issue
were 146 entries, eight of which were of screwdrivers, mallets
and prybars and 138 of which were of sockets and socket wrench
parts.
The company moved to dismiss this action on various
grounds, including a failure by Customs to adhere to statutorily
mandated procedures that are preconditions for judicial actions
for penalties. On December 20, 1993, the Court granted the
company's motion and dismissed the suit, holding that Customs had
-9-
failed to exhaust its administrative remedies and had denied the
company a reasonable opportunity to be heard at the
administrative level. On February 16, 1994 the U.S. government
commenced an appeal of this decision.
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.
-10-
Executive Officers. The following is a list of the executive officers
of the Registrant:
Elected
Name, Age, Birthdate Office to Office
J. S. Amtmann (46) 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.
R. H. Ayers (51) 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 (50) 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 (48) Vice President, Taxes. Joined Stanley 1/1/90
(12/10/45) in 1978; 1979 Director of Corporate
Taxes.
T. K. Clarke (62) Vice President, Corporate Development. 5/1/82
(1/21/32)
J. B. Gustafson (50) Vice President, Information Systems. 1/1/90
(5/10/43) Joined Stanley in 1977; 1986 Director
of Information Systems.
R. Huck (49) 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 (47) President and Chief Operating Officer. 7/1/93
(12/15/46) Joined Stanley in 1974. 1987 Vice
President, Finance and Chief Financial
Officer.
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Elected
Name, Age, Birthdate Office to Office
T. F. Prime (38) 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.
S. S. Weddle (55) Vice President, General Counsel 1/1/88
(11/9/38) and Secretary.
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.
-12-
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 January 1, 1994.
Item 6. Selected Financial Data. Registrant
incorporates by reference pages 16 and 17 of its Annual Report to
shareholders for the year ended January 1, 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 January 1, 1994.
Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements and report of independent
auditors included on pages 21 to 31 and page 14, respectively, of
the Annual Report to shareholders for the year ended January 1,
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 9, 1994.
Item 11. Executive Compensation. Registrant
incorporates by reference the material captioned "Executive
Compensation" on pages 6, 8 to 15 of its definitive Proxy
Statement, dated March 9, 1994.
Item 12. Security Ownership of Certain Beneficial
Owners and Management. Registrant incorporates by reference the
material captioned "Security Ownership" on pages 6 and 7 of its
definitive Proxy Statement, dated March 9, 1994.
Item 13. Certain Relationships and Related
Transactions. None.
-13-
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 reports on Form 8-K were filed
during the last quarter of the period covered by
this report:
Date of Report Items Reported
1. October 20, 1993 Press release dated October
20, 1993 announcing third
quarter results.
2. October 27, 1993 Press release dated October
27, 1993 announcing the
election of a new director.
3. November 17, 1993 Press release dated November
17, 1993 announcing fourth
quarter dividend.
-14-
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 /s/Richard H. Ayers
Richard H. Ayers, Chairman
and Chief Executive Officer
March 2, 1994
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below on March 2, 1994 by the
following persons on behalf of the Registrant and in the capacities
indicated.
/s/Richard H. Ayers /s/Eileen S. Kraus
Richard H. Ayers, Chairman, Eileen S. Kraus, Director
Chief Executive Officer and
Director
/s/Gerald A. Lamb
Gerald A. Lamb, Director
/s/Richard Huck
Richard Huck, Vice President,
Finance and Chief Financial /s/George A. Lorch
Officer George A. Lorch, Director
/s/Theresa F. Prime /s/Walter J. McNerney
Theresa F. Prime, Vice President Walter J. McNerney, Director
and Controller (Chief Accounting
Officer)
/s/Gertrude G. Michelson
/s/Merle H. Banta Gertrude G. Michelson, Director
Merle H. Banta, Director
/s/Stillman B. Brown /s/John S. Scott
Stillman B. Brown, Director John S. Scott, Director
/s/Edgar R. Fiedler /s/Hugo E. Uyterhoeven
Edgar R. Fiedler, Director Hugo E. Uyterhoeven, Director
/s/James G. Kaiser /s/Alfred W. Van Sinderen
James G. Kaiser, Director Alfred W. Van Sinderen, Director
/s/Walter W. Williams
Walter W. Williams, Director
-15-
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 January 1, 1994, are incorporated by reference in
Item 8:
Report of Independent Auditors
Consolidated Statements of Earnings--fiscal years ended January
1, 1994, January 2, 1993 and December 28, 1991.
Consolidated Balance Sheets--January 1, 1994 and January 2,
1993.
Consolidated Statements of Cash Flows--fiscal years ended
January 1, 1994, January 2, 1993 and December 28, 1991.
Consolidated Statements of Changes in Shareholders'
Equity--fiscal years ended January 1, 1994, January 2, 1993 and
December 28, 1991.
Notes to Consolidated Financial Statements.
The following consolidated financial statement schedules of The
Stanley Works and subsidiaries are included in Item 14(d):
F-4,5 Schedule V--Property, Plant and Equipment
F-6 Schedule VI--Accumulated Depreciation, Depletion, and
Amortization of Property, Plant and Equipment
F-7 Schedule VIII--Valuation and Qualifying Accounts
F-8 Schedule IX--Short-Term Borrowings
F-9 Schedule X--Supplementary Income Statement Information
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,
1994, included in the 1993 Annual Report to Shareholders of The
Stanley Works.
Our audits also included the consolidated financial statement
schedules of The Stanley Works listed in Item 14(a). These
schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our
opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a
whole, present 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, 1994, 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 schedules
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. 33-30623)
Registration Statement (Form S-8 No. 33-30629)
Registration Statement (Form S-8 No. 33-39553)
Registration Statement (Form S-8 No. 33-41611)
Registration Statement (Form S-8 No. 33-41612)
Registration Statement (Form S-3 No. 33-46212)
Registration Statement (Form S-3 No. 33-47889)
ERNST & YOUNG
Hartford, Connecticut
March 29, 1994
F-2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the following
registration statements pertaining to the Savings Plan for Salaried
Employees of The Stanley Works of our report dated March 18, 1994,
with respect to the financial statements and schedules of the
Savings Plan for Salaried Employees of The Stanley Works for the
year ended December 31, 1993 included in this Annual Report (Form
10-K) as Exhibit 99(i) for the fiscal year ended January 1, 1994.
Registration Statement (Form S-8 No. 2-97283)
Registration Statement (Form S-8 No. 33-30629)
Registration Statement (Form S-8 No. 33-41612)
ERNST & YOUNG
Hartford, Connecticut
March 29, 1994
F-3(i)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the following
registration statements pertaining to the Savings Plan for Hourly
Paid Employees of The Stanley Works of our report dated March 18,
1994, with respect to the financial statements and schedules of the
Savings Plan for Hourly Paid Employees of The Stanley Works for the
year ended December 31, 1993 included in this Annual Report (Form
10-K) as Exhibit 99(ii) for the fiscal year ended January 1, 1994.
Registration Statement (Form S-8 No. 2-96778)
Registration Statement (Form S-8 No. 33-30623)
Registration Statement (Form S-8 No. 33-41611)
ERNST & YOUNG
Hartford, Connecticut
March 29, 1994
F-3(ii)
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
THE STANLEY WORKS AND SUBSIDIARIES
Fiscal years ended January 1, 1994, January 2, 1993 and December 28, 1991
(In Millions of Dollars)
COL. A COL. B COL. C COL. D COL. E COL. F
Balance at Additions at Other Changes Balance
Beginning of Cost Add(Deduct) at End of
CLASSIFICATION Period (2) Retirements Describe(1) Period
Fiscal year ended January 1, 1994:
Land $ 30.7 $ 2.7 $ (0.7) $ (0.3) $ 32.4
Buildings 221.5 17.2 (3.9) (3.1) 239.7
Machinery and equipment 828.6 57.6 (33.2) (3.1) 846.9
---------------------------------------------------------------------
$ 1,088.8 $ 77.5 $ (37.8) $ (9.5) $ 1,119.0
=====================================================================
Fiscal year ended January 2, 1993:
Land $ 30.1 $ 2.3 $ (1.2) $ (0.5) $ 30.7
Buildings 217.8 17.8 (2.9) (3.2) 229.5
Machinery and equipment 797.6 70.4 (20.0) (19.4) 828.6
---------------------------------------------------------------------
$ 1,045.5 $ 90.5 $ (24.1) $ (23.1) $ 1,088.8
====================================================================
Fiscal year ended December 28, 1991:
Land $ 23.5 $ 7.2 $ (0.6) $ 0.0 $ 30.1
Buildings 203.4 16.2 (2.9) 1.1 217.8
Machinery and equipment 752.5 68.7 (22.7) (0.9) 797.6
--------------------------------------------------------------------
$ 979.4 $ 92.1 $ (26.2) $ 0.2 $ 1,045.5
=====================================================================
Note: (1) Foreign currency translation adjustments and reclassifications between categories.
(2) Additions in 1993, 1992 and 1991 include $8.8, $25.0, and $28.7 respectively,
related to acquisitions described in Note B to the consolidated financial statements.
Other additions for the years shown consist principally of expenditures for productivity
improvements and expansion for production facilities.
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
THE STANLEY WORKS AND SUBSIDIARIES
Fiscal years ended January 1, 1994, January 2, 1993 and December 28, 1991
COL. A COL. B COL. C COL. D COL. E COL. F
Balance at Additions Other Changes Balance
Beginning of at Cost Add(Deduct) at End of
CLASSIFICATION Period (2) Retirements Describe (1) Period
Depreciation rates for financial accounting purposes are based, in general,
on the following estimated lives:
United States Foreign
Companies Companies
------------ ------------
Factory buildings 15-50 years 15-50 years
Land and Building improvements 4-40 years 5-50 years
Leasehold improvements 2 years to 2 years to
life of lease life of lease
Tools, machinery and equipment 2-30 years 2-25 years
Furniture and office equipment 3-20 years 2-20 years
Automobiles 2- 7 years 2- 7 years
Trucks 3-10 years 3- 7 years
Airplane 7 years
F - 5
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
THE STANLEY WORKS AND SUBSIDIARIES
Fiscal years ended January 1, 1994, January 2, 1993 and December 28, 1991
COL. A COL. B COL. C COL. D COL. E COL. F
Balance at Additions Other Changes Balance
Beginning Charged to Retirements Add(Deduct) at End of
CLASSIFICATION of Period Cost and Expenses Describe (1) Period
Fiscal year ended January 1, 1994:
Buildings $ 73.0 $ 7.1 $ (0.9) $ (0.4) $ 78.8
Machinery and equipment 449.2 56.0 $ (27.9) $ (3.6) $ 473.7
---------------------------------------------------------------------
$ 522.2 $ 63.1 $ (28.8) $ (4.0) $ 552.5
======================================================================
Fiscal year ended January 2, 1993:
Buildings $ 67.9 $ 6.4 $ (1.1) $ (0.2) $ 73.0
Machinery and equipment 415.9 56.0 (15.4) (7.3) 449.2
----------------------------------------------------------------------
$ 483.8 $ 62.4 $ (16.5) $ (7.5) $ 522.2
======================================================================
Fiscal year ended December 28, 1991:
Buildings $ 62.7 $ 5.7 $ (1.1) $ 0.6 $ 67.9
Machinery and equipment 378.4 55.7 (18.5) 0.3 415.9
----------------------------------------------------------------------
$ 441.1 $ 61.4 $ (19.6) $ 0.9 $ 483.8
======================================================================
Note:(1)Foreign currency translation adjustments and reclassifications between
categories.
F - 6
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
THE STANLEY WORKS AND SUBSIDIARIES
Fiscal years ended January 1, 1994, January 2, 1993, and December 28, 1991
(In Millions of Dollars)
COL. A COL. B COL. C COL. D COL. E
ADDITIONS
(1) (2)
Balance at Charged Charged Deductions Balance
Description Beginning to Costs to Other -Describe at End
of Period and Expenses Accounts of Period
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
(0.1) (B) 6.1 (D)
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
(0.5) (B) 2.2 (D)
Noncurrent 3.8 3.8 (D) 0.0
Fiscal year ended December 28, 1991:
Reserves and allowances
deducted from asset
accounts:
Allowance for
doubtful accounts:
Current $14.7 $7.4 $1.6 (C) $6.0 (A) $17.6
(0.1) (B)
Noncurrent 4.9 0.7 0.4 (D) 2.2 (A) 3.8
Notes: (A) Represents doubtful accounts charged off, less recoveries of
accounts previously charged off.
(B) Represents foreign currency translation adjustments.
(C) Represents opening balances related to acquired companies.
(D) Represents net transfers from other accounts.
F - 7
SCHEDULE IX--SHORT-TERM BORROWINGS
THE STANLEY WORKS AND SUBSIDIARIES
Fiscal years ended January 1, 1994, January 2, 1993, and December 28, 1991
(In Millions of Dollars)
Col. A Col. B Col. C Col. D Col. E Col. F
Maximum Average Weighted
Weighted Amount Amount Average
CATEGORY OF AGGREGATE Balance Average Outstanding Outstanding Interest rate
SHORT-TERM BORROWINGS at End of Interest During the During the During the
Period Rate Period Period Period
(2) (3)
Fiscal year ended January 1, 1994:
Notes payable to banks (1) $42.3 4.6% $89.0 $75.4 4.5%
Fiscal year ended January 2, 1993:
Notes payable to banks (1) $20.2 6.6% $98.7 $62.5 5.0%
Fiscal year ended December 28, 1991:
Notes payable to banks (1) $9.6 13.0% $14.8 $10.3 17.3%
Notes: (1) Notes payable to banks represent borrowings under lines of
credit agreements and commercial paper.
(2) The average amount outstanding during the period was computed
by dividing the total of daily outstanding principal balances
during the year by the number of days in the year.
(3) The weighted average interest rate during the period was
computed by dividing the actual interest expense on short-
term notes payable to banks by the average short-term notes
payable outstanding.
F - 8
SCHEDULE X-SUPPLEMENTARY INCOME STATEMENT INFORMATION
THE STANLEY WORKS AND SUBSIDIARIES
Fiscal years ended January 1, 1994, January 2, 1993, and December 28, 1991
(In Millions of Dollars)
COL. A COL. B
ITEM Charged to Costs and Expenses
1993 1992 1991
Maintenance and repairs $51.9 $50.7 $43.8
Advertising costs 52.3 54.2 48.2
Note: Amounts for depreciation and amortization of intangible assets,
royalties and the individual components of "taxes, other than
payroll and income taxes" are not presented, as such amounts
are less than 1% of total sales and revenues.
F - 9
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 (incorporated by reference to Exhibit
(3)(i) to Current Report on Form 8-K dated
September 1, 1993)
(4) (i) Indenture defining the rights of holders of 9-
1/4% Sinking Fund Debentures Due 2016, 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 9-1/4% Sinking Fund Debentures
(incorporated by reference to Exhibit (a)(4)(ii)
to Quarterly Report on Form 10-Q for quarter
ended March 29, 1986)
(b) 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)
(c) 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)
E-1-
(4) (iii) (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)
to Quarterly Report on Form 10-Q for quarter
ended June 30, 1990)
(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) Credit Agreement, effective January 1, 1988, with
Shawmut Bank Connecticut, National Association
(formerly known as The Connecticut National Bank)
(incorporated by reference to Exhibit (4)(v) to
Quarterly Report on Form 10-Q for quarter ended
June 29, 1991)
(vi) Credit Agreement, effective June 1, 1991, with
Mellon Bank, N.A. (incorporated by reference to
Exhibit (4)(vi) to Quarterly Report on Form 10-Q
for quarter ended June 29, 1991)
(vii) Credit Agreements, dated as of April 1, 1992,
with seven banks (incorporated by reference to
Exhibit (4) to Quarterly Report on Form 10-Q for
quarter ended March 28, 1992)
(a) Agreements extending the termination date of the
Credit Agreements to April 1, 1996
E-2-
(4) (viii) Credit Agreement, dated August 25, 1993, between
Societe de Fabrications Bostitch S.A. and
Citibank N.A. guaranteed by The Stanley Works.
(ix) Credit Agreement, dated August 25, 1993, between
Stanley-Bostitch, S.A. and Citibank N.A.
guaranteed by The Stanley Works.
(x) Credit Agreement, dated August 25, 1993, between
S.I.C.F.O. - Stanley S.A. and Citibank N.A.
guaranteed by The Stanley Works.
(10) (i) Executive Agreements (incorporated by reference
to Exhibit 10(i) to Annual Report on Form 10-K
for year ended January 3, 1987)*
(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) 1978 Long-Term Stock Incentive Plan (incorporated
by reference to Exhibit 10(iii) to Annual Report
on Form 10-K for year ended December 31, 1988)*
(iv) Deferred Compensation Plan for Participants in
Stanley's 1978 Long-Term Stock Incentive Plan
(incorporated by reference to Exhibit (10)(iv) to
Annual Report on Form 10-K for year ended
December 31, 1988)*
(v) 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)*
(vi) Management Incentive Compensation Plan
(incorporated by reference to Exhibit 10(vi) to
Annual Report on Form 10-K for year ended
December 31, 1988)*
(vii) Deferred Compensation Plan for Participants in
Stanley's Management Incentive Plans as amended
December 2, 1992 (incorporated by reference to
Exhibit 10(vii) to Annual Report on Form 10-K for
year ended January 2, 1993)*
(viii) Restated Supplemental Pension Plan for Salaried
Employees of The Stanley Works effective as of
January 1, 1993*
* Management contract or compensation plan or arrangement
E-3-
(10) (ix) 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)
(x) 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)
(xi) 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-
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)
(xii) 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.
(xiii)(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)
E-4-
(10) (xiii)(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)
(xiv) 1990 Stock Option Plan (incorporated by reference
to Exhibit (10)(xviii) to Annual Report on Form
10-K for year ended December 29, 1990)*
(xv) 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
Corporation (incorporated by reference to Exhibit
(10)(xxi) to Current Report on Form 8-K dated
June 7, 1991)
(xvi) 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)
(xvii) 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)
(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
January 1, 1994
(21) Subsidiaries of Registrant
(23) Consents of Independent Auditors (at page F-2, F-
3(i) and F-3(ii))
* Management contract or compensation
plan or arrangement
E-5-
(99) (i) Financial Statements and report of independent
auditors for the year ended December 31, 1993, of
the Savings Plan for Salaried Employees
(ii) Financial Statements and report of independent
auditors for the year ended December 31, 1993, of
the Savings Plan for Hourly Paid Employees
(iii) 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)
(iv) 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-