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STANLEY INDEPENDENT DIRECTORS REBUFF NEWELL

 STANLEY INDEPENDENT DIRECTORS REBUFF NEWELL
 NEW BRITAIN, Conn., Sept. 18 /PRNewswire/ -- The Stanley Works


(NYSE: SWK) today released the text of a letter to Newell Co. (NYSE: NWL) signed by all 12 of Stanley's independent directors. The letter responded to a letter sent to them yesterday by Newell.
 In their letter, Stanley's independent directors rebuffed Newell's proposal based on their belief that the best balanced interests of Stanley, its shareholders and other constituencies can only be served by the company remaining independent, and reiterated their firm opposition to any combination or business relationship with Newell. The Stanley directors pointed out that the substantial costs and distractions that has been caused by Newell's hostile and unwelcome overtures would only cease when Newell stops its current course of action.
 The text of the Stanley letter, addressed to William P. Sovey, chief executive officer of Newell Co., Beloit, Wis., and the text of the Newell letter, from Sovey to the board of directors of Stanley, follow.
 This will acknowledge receipt of your Sept. 16 letters to Stanley's directors. The Stanley Works' independent directors would like to clearly state for you our unanimous views on Newell and the effects of your recent actions in the markets, the press and the courts. This company continues to suffer substantial costs and distractions because of your actions. We think they should cease.
 -- Stanley's board of directors firmly believes the best balanced interests of Stanley, its shareholders and its other constituencies can only be served by the company remaining independent.
 -- We believe that any combination with Newell or any threat of a combination with Newell is illegal as well as counter to Stanley's strategic goals for the short and long term.
 -- We are aggrieved that because of you, Stanley must incur expenses to maintain its independence, vindicate its legal rights, prevent harm to its constituencies, and preclude the illegality that would result from Newell's combining with or attempting to control or influence Stanley.
 -- We consider Newell's overtures to be hostile, unwelcome and contrary to the best interests of this company and its constituencies.
 -- And we will continue to vigorously resist your efforts to effect a combination of any kind with Stanley, using all appropriate and available means at our disposal.
 Since May of last year, these views have been expressed by Richard H. Ayers, Stanley's chairman and chief executive officer, by the company's public affairs spokespeople and, in court papers and open court, by Stanley's lawyers. Although we find it hard to believe, there is, perhaps, the possibility that you may be operating under the impression that these views are held only by those who expressed them and not by Stanley's directors, or that we directors could somehow be "romanced" by you at some future time. Nothing could be more mistaken.
 In May 1984, and again on May 29, 1991, based on separate reviews of relevant information, Stanley's board declared our belief that the best balanced combined interests of Stanley, its shareholders and other constituencies, would be best served by the company remaining independent. Since then, we have continually received, examined and evaluated additional information about Newell and its past acquisition activities, as well as the long and short term prospects of Stanley and Newell. This ongoing and thorough process has served to reinforce the validity of our prior judgments on this matter and the conclusion that any type of relationship with Newell would result in unwelcome consequences for the Stanley Works.
 Stanley's board consists of 13 directors, 12 of whom are independent directors. This is a higher percentage of independent directors than at the majority of U.S. public companies, including Newell. We represent more than 375 years of collective experience in business. And we are well aware of our duties and responsibilities to all of Stanley's constituencies. We think that your continuing your course of action is wrong and harmful and that it should stop.
 We trust their can now be no misunderstanding nor mistaking our views.
 /end of Stanley letter/
 Since the commencement of the antitrust litigation, Newell and Stanley have been engrossed in a protracted and expensive battle that should be resolved if possible to put an end to the continuing acrimony and expense. I am writing to each of you in an attempt to inject some reason into a process that seems to have gone far afield.
 I believe that the currently charged and hostile environment is interfering with a full and objective appraisal of the situation from a business standpoint. I honestly feel that when you undertake such an appraisal, you will agree that it is appropriate for Stanley to meet with Newell to explore alternatives and opportunities, including the possibility of a mutually acceptable and beneficial relationship between the two companies.
 Newell continues to believe very strongly that there are no antitrust issues which would prohibit a relationship between Newell and Stanley, and that whatever issues are perceived to exist can be resolved in a mutually satisfactory way between the companies. We further believe that this point in time offers both companies perhaps the last clear chance to avoid the massive expense of full-scale litigation and that the directors of both companies should explore the options that are available, in the best interests of their respective companies and stockholders.
 Please let me know as soon as possible if the board of The Stanley Works would be willing to designate a committee or an individual to participate in discussions with us about possible mutually acceptable alternatives. I look forward to your reply.
 /end of Newell letter/
 -0- 9/18/92
 /CONTACT: Ronald F. Gilrain, VP-public affairs of The Stanley Works, 203-827-3882/
 (SWK NWL) CO: The Stanley Works; Newell Co. ST: Connecticut, Wisconsin IN: HOU SU:


SB-LR -- NY058 -- 1203 09/18/92 14:42 EDT
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Date:Sep 18, 1992
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