UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): February
27, 2008
THE
STANLEY WORKS
(Exact
name of
Registrant as specified in its charter)
|
Connecticut
(State
of
incorporation)
|
1-5244
(Commission
File No.)
|
06-0548860
(IRS
Employer
Identification No.)
|
1000
Stanley Drive
New
Britain, Connecticut 06053
(Address
of
principal executive offices)
Registrant’s
telephone number: (860)
225-5111
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement
See
disclosure contained in Item 2.03 below, which is incorporated herein by
reference.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
On
February 27, 2008, The Stanley Works (the “Registrant”) entered into an Amended
and Restated Credit Agreement (the “Amended Agreement”) by and among the
Registrant, each of the initial lenders named therein, Citibank, N.A., as
administrative agent, Citigroup Global Markets Inc. and Banc of America
Securities LLC, as lead arrangers and book runners, and Bank of America, N.A.,
as syndication agent, to provide for extensions of credit and commitments up
to
an aggregate of $800 million (the “Amended Credit Facility”) and to effect other
amendments as further described herein.
The
Amended Agreement amends and restates an Amended and Restated Credit Agreement
dated December 1, 2005 among the Registrant, the initial lenders named therein,
Citibank, N.A., as administrative agent, Citigroup Global Markets Inc., as
lead
arranger and book runner, and Bank of America, N.A., BNP Paribas and UBS
Securities LLC, as co-syndication agents, to obtain extensions of credit and
commitments aggregating $550 million, as previously reported on a Current Report
on Form 8-K filed with the Securities and Exchange Commission on December 7,
2005.
The
Amended Credit Facility consists of a $800 million revolving credit loan.
Borrowings under the Amended Credit Facility bear interest at a floating rate
or
rates equal to, at the option of the Registrant, the Eurocurrency rate or the
prime rate plus a margin specified in the Amendment Agreement for Eurocurrency
rate advances. A certain amount of the borrowings may be made in Euros or Pounds
Sterling by certain designated subsidiaries of the Registrant.
The
Registrant must repay all advances by the earlier of (i) February 27, 2013
or
(ii) the date of termination in whole, at the election of the Registrant, of
the
commitments by the lenders under the Amended Credit Facility pursuant to the
terms of the Amended Agreement (the “Termination Date”). The Amended Agreement
provides the Registrant with the right to request prior to February 27, 2009
and
prior to February 27, 2010 (each, a “Relevant Anniversary”) that the Termination
Date of the Amended Agreement be extended for one year (each such extension,
an
“Extension”) as long as certain conditions specified in the Amended Agreement
are satisfied. Any lender may refuse the request for an Extension (each such
lender, a “Declining Lender”). Any Declining Lender may be replaced by the
Registrant with one or more Eligible Assignees, as such term is defined in
the
Amended Agreement, with the approval of the Administrative Agent.
None
of
the proceeds from the Amended Credit Facility were drawn down at closing. The
Registrant may be required to prepay any borrowings under the Amended Credit
Facility upon a change of control.
The
Amended Agreement contains covenants that include, among other
things:
· a
limitation on creating liens on certain property of the Registrant and its
subsidiaries;
· a
restriction on mergers, consolidations and sales of substantially all of the
assets of the Registrant or its subsidiaries;
· maintenance
of specified financial ratios; and
· a
restriction on entering into certain sale-leaseback transactions.
The
Amended Credit Facility contains customary events of default. If an event of
default occurs and is continuing, the Registrant might be required to repay
all
amounts outstanding under the Amended Credit Facility.
The
investment banking firms that are a party to the Amended Agreement or their
affiliates have in the past performed, and may in the future from time to time
perform, investment banking, financial advisory, lending and/or commercial
banking services for the Registrant and certain of its subsidiaries and
affiliates.
The
description contained herein is a summary of certain material terms of the
Amended Agreement and is qualified in its entirety by reference to the Amended
Agreement attached as Exhibit 10.1 hereto and incorporated herein by
reference.
Item
9.01 Financial
Statements and Exhibits
(a) Not
applicable
(b) Not
applicable
(c) Exhibits
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10.1
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Amended
and Restated Credit Agreement, dated as of February 27, 2008, by
and among
the Registrant, the lenders named therein, Citibank, N.A., as
Administrative Agent, Citigroup Global Markets Inc. and Banc of America
Securities LLC, as Lead Arrangers and Book Runners, and Bank of America,
N.A., as Syndication Agent.
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SIGNATURES
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 hereunto
duly authorized.
Dated:
March 4, 2008
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The
Stanley Works |
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By: |
/s/
Bruce
H. Beatt |
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Bruce
H. Beatt |
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Vice
President, General Counsel and
Secretary |