UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K/A (Mark One) (X)Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2001 or ( ) Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from _______ to _______ Commission file number 1-5224 The Stanley Account Value Plan ------------------------------------------------------ (Full title of the plan) The Stanley Works 1000 Stanley Drive New Britain, Connecticut 06053 ------------------------------------------------------ (Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices The Stanley Account Value Plan hereby amends the following items of its Annual Report for the year ended December 31, 2001 on Form 11-K as set forth hereto: o Report of Independent Auditors o Consent of Ernst & Young LLP The items are amended herein to include the signatures of Ernst & Young LLP which were inadvertantly excluded from the original filing. The Stanley Account Value Plan Audited Financial Statements and Supplemental Schedules Years ended December 31, 2001 and 2000 CONTENTS Report of Independent Auditors................................................1 Audited Financial Statements Statement of Net Assets Available for Benefits at December 31, 2001...........2 Statement of Net Assets Available for Benefits at December 31, 2000...........3 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2001..............................................4 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2000..............................................5 Notes to Financial Statements.................................................6 Supplemental Schedules Schedule H, Line 4(i)--Schedule of Assets (Held At End of Year)..............12 Schedule H, Line 4(j)--Schedule of Reportable Transactions...................13 Report of Independent Auditors Pension Committee of The Board of Directors The Stanley Works We have audited the accompanying statements of net assets available for benefits of The Stanley Account Value Plan as of December 31, 2001 and 2000, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2001 and 2000, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2001, and reportable transactions for the year then ended, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP Hartford, Connecticut June 25, 2002 The Stanley Account Value Plan Statement of Net Assets Available for Benefits December 31, 2001 UNALLOCATED STANLEY STOCK CORNERSTONE STANLEY STOCK MUTUAL FUND LOAN FUND FUND FUND FUNDS TOTAL ---- --------- ----------- ------------- ----- ----- ASSETS Investments, at current market value: The Stanley Works Common Stock: 89,761 shares (cost $1,448,234) $4,180,170 $4,180,170 6,017,356 shares (cost $166,704,171) $280,228,269 280,228,269 7,637,039 shares (cost $133,113,081) $355,656,906 355,656,906 Short-term investments 2,122,068 1,776,109 34,293 $9,281 3,941,751 Mutual Funds 23,954,928 19,886,848 43,841,776 ------------ ----------- ------------ ----------- ------------ 282,350,337 29,911,207 355,691,199 19,896,129 687,848,872 Cash 3,297,266 119,734 (6,643) 6,643 3,417,000 Contributions receivable 5,716,603 5,716,603 Dividends and interest receivable 2,918 575,098 148 77,737 655,901 Debt issuance costs, net of accumulated amortization of $330,327 2,501,050 2,501,050 Loans to participants 6,839,274 6,839,274 ------------ ---------- ----------- ------------ ----------- ------------ $285,650,521 $6,959,008 $36,196,265 $358,192,397 $19,980,509 $706,978,700 ============ ========== =========== ============ =========== ============ LIABILITIES Liabilities: Debt $187,736,600 $187,736,600 Accounts payable $525,589 $174,794 700,383 ----------- ------------ ----------- ------------ 525,589 187,736,600 174,794 188,436,983 Net assets available for benefits $285,650,521 $6,959,008 35,670,676 170,455,797 19,805,715 518,541,717 ------------ ---------- ----------- ------------ ----------- ------------ $285,650,521 $6,959,008 $36,196,265 $358,192,397 $19,980,509 $706,978,700 ============ ========== =========== ============ =========== ============ See accompanying notes. 2 The Stanley Account Value Plan Statement of Net Assets Available for Benefits December 31, 2000 UNALLOCATED STANLEY STOCK CORNERSTONE STANLEY STOCK MUTUAL FUND LOAN FUND FUND FUND FUNDS TOTAL ---- --------- ----------- ------------- ----- ----- ASSETS Investments, at current market value: The Stanley Works Common Stock: 68,402 shares (cost $1,096,439) $ 2,133,322 $ 2,133,322 7,236,426 shares (cost $151,677,907) $225,689,654 225,689,654 8,129,686 shares (cost $141,026,106) $253,548,287 253,548,287 Short-term investments 1,831,359 1,863,331 5,490 $ 9,740 3,709,920 Mutual Funds 18,607,094 17,018,314 35,625,408 -------------- -------------- -------------- -------------- ------------ 227,521,013 22,603,747 253,553,777 17,028,054 520,706,591 Cash 1,224,843 $ 82,780 1,307,623 Contributions receivable 13,557,664 13,557,664 Dividends and interest receivable 7,888 540,184 1,079 30,872 580,023 Debt issuance costs, net of accumulated amortization of $235,948 2,595,430 2,595,430 Loans to participants 8,000,490 8,000,490 -------------- -------------- -------------- -------------- -------------- ------------ $228,753,744 $8,083,270 $36,701,595 $256,150,286 $17,058,926 $546,747,821 ============== ============== ============== ============== ============== ============ LIABILITIES Liabilities: Debt $194,836,244 $194,836,244 Accounts payable $ 506,635 $ 102,563 609,198 -------------- -------------- -------------- ------------ 506,635 194,836,244 102,563 195,445,442 Net assets available for benefits $228,753,744 $8,083,270 $36,194,960 61,314,042 16,956,363 351,302,379 -------------- -------------- -------------- -------------- -------------- ------------ $228,753,744 $8,083,270 $36,701,595 $256,150,286 $17,058,926 $546,747,821 ============== ============== ============== ============== ============== ============ See accompanying notes. 3 The Stanley Account Value Plan Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2001 UNALLOCATED STANLEY STOCK CORNERSTONE FUND STANLEY STOCK FUND LOAN FUND FUND ------------------ ----------------- ------------------ ------------------ ADDITIONS Investment income: Dividends $ 6,166,824 $ 55,023 $ 7,407,669 Interest 79,873 44,600 23,183 ------------------ ------------------ ------------------ 6,246,697 99,623 7,430,852 Net appreciation (depreciation) 96,574,945 5,664,875 110,031,252 Employee contributions 6,891,338 Employer contribution 3,254,644 10,568,534 DEDUCTIONS Withdrawals (74,360,737) Administrative expenses (107,686) (74,468) Amortization expense (94,379) Interest expense (11,662,059) Interfund transfers - net 18,397,576 $ (1,124,262) (16,782,848) 3,436,089 ------------------ ----------------- ------------------ ------------------ Net increase (decrease) 56,896,777 (1,124,262) (524,284) 109,141,755 Net assets available for benefits at beginning of year 228,753,744 8,083,270 36,194,960 61,314,042 ------------------ ----------------- ------------------ ------------------ Net assets available for benefits at end of year $ 285,650,521 $ 6,959,008 $ 35,670,676 $ 170,455,797 ================== ================= ================== ================== MUTUAL FUNDS TOTAL ------------------ ------------------- ADDITIONS Investment income: Dividends $ 350,991 $ 13,980,507 Interest 417 148,073 ------------------ ------------------- 351,408 14,128,580 Net appreciation (depreciation) (1,271,534) 210,999,538 Employee contributions 7,757,378 14,648,716 Employer contribution 13,823,178 DEDUCTIONS Withdrawals (74,360,737) Administrative expenses (61,345) (243,499) Amortization expense (94,379) Interest expense (11,662,059) Interfund transfers - net (3,926,555) ------------------ ------------------- Net increase (decrease) 2,849,352 167,239,338 Net assets available for benefits at beginning of year 16,956,363 351,302,379 ------------------ ------------------- Net assets available for benefits at end of year $ 19,805,715 $ 518,541,717 ================== =================== See accompanying notes. 4 The Stanley Account Value Plan Statement of Changes in Net Assets Available for Benefits Year ended December 31, 2000 UNALLOCATED STANLEY STOCK CORNERSTONE FUND STANLEY STOCK FUND LOAN FUND FUND ------------------ ----------------- ------------------ ------------------ ADDITIONS Investment income: Dividends $ 5,040,212 $ 1,711,552 $ 7,536,145 Interest 102,864 $ 28,889 75,391 1,742 ------------------ ----------------- ------------------ ------------------ 5,143,076 28,889 1,786,943 7,537,887 Net realized and unrealized appreciation (depreciation) 4,896,909 (3,262,247) 1,350,045 Employee contributions 9,124,783 Employer contribution 4,633,497 20,724,584 DEDUCTIONS Withdrawals (42,538,567) Administrative expenses (248,437) (74) (93,964) Amortization expense (94,379) Interest expense (12,103,340) Interfund transfers - net 8,684,765 (1,677,290) (9,054,012) 3,697,880 ------------------ ----------------- ------------------ ------------------ Net increase (decrease) (10,303,974) (1,648,475) 10,101,304 388,093 Net assets available for benefits at beginning of year 239,057,718 9,731,745 26,093,656 60,925,949 ------------------ ----------------- ------------------ ------------------ Net assets available for benefits at end of year $ 228,753,744 $ 8,083,270 $ 36,194,960 $ 61,314,042 ================== ================= ================== ================== MUTUAL FUNDS TOTAL ------------------ ------------------- ADDITIONS Investment income: Dividends $ 197,942 $ 14,485,851 Interest 302,106 510,992 ------------------ ------------------- 500,048 14,996,843 Net realized and unrealized appreciation (depreciation) (1,482,965) 1,501,742 Employee contributions 8,424,265 17,549,048 Employer contribution 25,358,081 DEDUCTIONS Withdrawals (42,538,567) Administrative expenses (52,542) (395,017) Amortization expense (94,379) Interest expense (12,103,340) Interfund transfers - net (1,651,343) - ------------------ ------------------- Net increase (decrease) 5,737,463 4,274,411 Net assets available for benefits at beginning of year 11,218,900 347,027,968 ------------------ ------------------- Net assets available for benefits at end of year $ 16,956,363 $ 351,302,379 ================== =================== See accompanying notes. 5 The Stanley Account Value Plan Notes to Financial Statements December 31, 2001 1. DESCRIPTION OF THE PLAN The Stanley Account Value Plan (the "Plan"), which operates as a leveraged employee stock ownership plan, is designed to comply with the Internal Revenue Code of 1986, as amended, and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended. The Plan is a defined contribution plan for eligible United States salaried and hourly paid employees of The Stanley Works (the "Company"). Each year, participants may contribute, through pre-tax payroll deductions up to 15% of their compensation, as defined in the Plan Agreement. Such contributions are matched by the Company in an amount equal to 50% of the participant's contribution up to a maximum matching contribution of 3 1/2% of the participant's compensation. Prior to 1998, participant and Company contributions were invested in the Stanley Stock Fund. In 1998, the investment options for plan participant contributions were enhanced to include four investment funds in addition to the Company's common stock. Participants may invest in one fund, divide the account value among the funds or choose one of three pre-mixed blended investment options. Participant and Company contributions, prior to July 1, 1998, invested in the Stanley Stock Fund are guaranteed, if necessary, by the Retirement Plan for Salaried Employees of The Stanley Works or by the Pension Plan for Hourly Paid Employees of The Stanley Works, providing that the investment return on such stock acquired with employee contributions will not be less than an investment return based on two-year U.S. Treasury notes. For employee contributions and related Company match, the following investment funds are offered: STANLEY STOCK FUND--Consists of common stock of The Stanley Works. This stock is traded on the New York and Pacific Stock Exchanges under the symbol SWK. MUTUAL FUNDS PYRAMID EQUITY INDEX FUND--Seeks long-term growth, subject to the short-term fluctuations characteristic of the stock market. The fund invests in most of the Standard & Poors 500 (S&P 500), as well as other investments whose value is based on S&P 500 stocks. INVESCO RETIREMENT TRUST STABLE VALUE FUND--Seeks liquidity and safety of principal, while providing a higher return than is typically offered by money market funds. The fund invests in a diversified portfolio of investment contracts with insurance companies, banks and other financial institutions. 6 The Stanley Account Value Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) AMERICAN FUNDS EUROPACIFIC GROWTH FUND--Seeks long-term growth, subject to the risks involved in investing outside of the United States, such as currency fluctuations, political instability, differing securities regulations and periods of liquidity. FIDELITY SMALL CAP INDEPENDENCE FUND--Seeks long-term growth, subject to the short-term fluctuations characteristic of the small stock market. The fund invests in securities of small capitalization companies in various industries. CORNERSTONE FUND In 1998, the Plan was amended to provide an additional non-contributory benefit for U.S. salaried and non-union hourly employees ("Cornerstone Fund"). Under this benefit arrangement, the Company contributes amounts ranging from 2% to 9% of employee compensation based on age. Assets of this benefit feature are invested in Stanley stock, mutual funds and other short-term investments. Employees are fully vested as to amounts in their savings accounts attributable to their own contributions and earnings thereon and amounts transferred from the other qualified plans on their behalf. All participants are vested in 100% of the value of the Company matching contributions made on their behalf after five years of service, with no vesting in the matching contributions during the first through fifth years of service. Benefits generally are distributed upon termination of employment. Normally, a lump-sum distribution is made in cash or shares of the Company's Common Stock (hereinafter referred to as Common Stock, Stanley Stock, or shares), at the election of the participant, from the Stanley Stock Fund. During active employment, subject to financial hardship rules, participants may withdraw, in cash only, all or a portion of vested amounts in their accounts. 7 The Stanley Account Value Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) LOAN FUND Participants may borrow from their savings account up to an aggregate amount equal to the lesser of $50,000 or 50% of the value of their vested interest in such accounts with a minimum loan of $1,000. The $50,000 loan amount limitation is reduced by the participant's highest outstanding loan balance during the 12 months preceding the date the loan is made. Each loan is evidenced by a negotiable promissory note bearing a rate of interest equal to the prime rate as reported in The Wall Street Journal on the first business day of the month in which the loan request is processed, which is payable, through payroll deductions, over a term of not more than five years. Participants are allowed ten years to repay the loan if the proceeds are used to purchase a principal residence. Only one loan per participant may be outstanding at any time. If a loan is outstanding at the time a distribution becomes payable to a participant (or beneficiary), the distribution is made net of the loan outstanding, and the distribution shall fully discharge the Plan with respect to the participant's account value attributable to the outstanding loan balance. UNALLOCATED STANLEY STOCK FUND The Plan borrowed $95,000,000 in 1989 from a group of financial institutions and $180,000,000 in 1991 from the Company (see Notes 3 and 4) to acquire 5,868,088 and 9,696,968 shares, respectively, of Common Stock from the Company's treasury and previously unissued shares. The shares purchased from the proceeds of the loans were placed in the Unallocated Stanley Stock Fund (the "Unallocated Fund"). Under the 1989 loan agreement, the Company guaranteed the loan and is obligated to make annual contributions sufficient to enable the Plan to repay the loan plus interest. The Unallocated Fund makes monthly transfers of shares, in accordance with the Plan provisions, to the Stanley Stock Fund in return for proceeds equivalent to the average fair market value of the shares for the month subsequent to the last transfer. These proceeds, along with dividends received on allocated and unallocated shares and additional employee and Company contributions, if necessary, are used to make monthly payments of principal and interest on the debt. If dividends on the allocated shares are applied to the payment of debt service, a number of shares having a fair market value at least equal to the amount of the dividends so applied are allocated to the savings accounts of participants who would otherwise have received cash dividends. The excess of unallocated dividends over the amount necessary for principal and interest along with forfeitures of nonvested employee accounts are used to reduce future Company matching contributions. 8 The Stanley Account Value Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) The fair market value of shares released from the Unallocated Fund pursuant to loan repayments made during any year may exceed the total of employee contributions and Company matching contributions for that year. If that occurs, all participants who made contributions at any time during that year and who are employed by the Company on the last day of that year receive, on a pro rata basis, such excess value as an additional allocation of Stanley Stock for that year. Each participant is entitled to exercise voting rights attributable to the shares allocated to their account. The Trustee is not permitted to vote participant shares for which instructions have not been given by the participant. Shares in the Unallocated Fund are voted by the Trustee in the same proportion as allocated shares. The Company reserves the right to terminate the Plan at any time, subject to its provisions. Upon such termination of the Plan, the interest of each participant in the trust fund will become vested and be distributed to such participant or his or her beneficiary at the time prescribed by the Savings Plan terms and the Internal Revenue Code. The Plan sponsor has engaged Hewitt Associates, to maintain separate accounts for each participant. Such accounts are credited with each participant's contributions, the allocated portion of the Company's matching contributions, related gains, losses and dividend income, and loan activity. At December 31, 2001 and 2000, benefits payable to terminated vested participants amounted to $3,360,480 and $1,201,101, respectively. 2. SIGNIFICANT ACCOUNTING POLICIES INVESTMENTS The Plan investments consist primarily of shares of Stanley Stock. Stanley Stock is traded on a national exchange and is valued at the last reported sales price on the last business day of the plan year. Mutual funds are stated at fair value which equals the quoted market price on the last business day of the plan year. Short-term investments consist of short-term bank-administered trust funds which earn interest daily at rates approximating U.S. Government securities; cost approximates market value. The assets of the Plan are held in trust by an independent corporate trustee, Citibank, N. A. (the "Trustee") pursuant to the terms of a written Trust Agreement between the Trustee and the Company. 9 The Stanley Account Value Plan Notes to Financial Statements (continued) 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that can affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. DIVIDEND INCOME Dividend income is accrued on the ex-dividend date. GAINS OR LOSSES ON SALES OF INVESTMENTS Gains or losses realized on the sales of investments are determined based on average cost. EXPENSES Administrative expenses not paid by the Company are paid by the Plan. 3. DEBT Debt consisted of the following at December 31: 2001 2000 -------------------- -------------------- Notes payable in monthly installments to 2009 with interest at 6.07% $ 22,510,763 $ 27,910,763 Notes payable to the Company in monthly installments to 2028 with interest at 6.09% 165,225,837 166,925,481 -------------------- -------------------- $ 187,736,600 $ 194,836,244 ==================== ==================== During 1998, notes payable to financial institutions were refinanced, resulting in a reduction in the interest rate, extension of the maturity and a prepayment penalty of $2,831,378, which is being amortized over the remaining term of the debt. Concurrently, notes payable to the Company were restructured, resulting in a reduction in the interest rate and extension of the maturity. Additionally, the Plan borrowed funds from the Company to pay the prepayment penalty. 10 The Stanley Account Value Plan Notes to Financial Statements (continued) 3. DEBT (CONTINUED) The scheduled maturities of debt for the next five years are as follows: 2002--$6,900,000; 2003--$7,000,000; 2004--$6,900,000; 2005--$7,150,999; and 2006--$8,400,000. The notes payable to the Company are secured by shares held in the Unallocated Stock Fund. The number of shares held as security is reduced as shares are released to Stanley Stock Fund pursuant to principal and interest payments. During the year, 256,845 shares were released and at December 31, 2001, 7,120,955 shares are pledged as security. Payment of the Plan's debt has been guaranteed by the Company. Should the principal and interest due exceed the dividends paid on shares in the Stanley Stock and Unallocated Stock Funds, and employee and Company matching contributions, the Company is responsible for funding such shortfall. 4. TRANSACTIONS WITH PARTIES-IN-INTEREST Fees paid during 2001 and 2000 for management and other services rendered by parties-in-interest were based on customary and reasonable rates for such services. The majority of such fees were paid by the Plan. Fees incurred and paid by the Plan during 2001 and 2000 were $243,499 and $395,017, respectively. In 1991, the Plan borrowed $180,000,000 from the Company, the proceeds of which were used to purchase 9,696,968 shares of stock for the Plan. In 1998, the Plan borrowed $2.8 million from the Company, the proceeds of which were used to pay a prepayment penalty incurred in connection with debt refinancing. The Plan made $10,119,808 and $11,921,749 of principal and interest payments related to such debt in 2001 and 2000, respectively. At December 31, 2001, $165,225,837 was outstanding on such debt. 5. INCOME TAX STATUS The Internal Revenue Service has ruled that the Plan and the trust qualify under Sections 401(a) and 401(k) of the Internal Revenue Code (IRC) and are therefore not subject to tax under present income tax law. Once qualified, the Plan is required to operate in accordance with the IRC to maintain its qualification. The Pension Committee is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. 11 The Stanley Account Value Plan Schedule H, Line 4(i)--Schedule of Assets (Held At End of Year) EIN-06-0548860 December 31, 2001 DESCRIPTION OF INVESTMENT, INCLUDING MATURITY DATE, RATE OF INTEREST, PAR IDENTITY OF ISSUE, BORROWER, OR OR MATURITY VALUE SIMILAR PARTY COST CURRENT VALUE ---------------------------------------------------------------------------------------------------------------------- Common Stock: The Stanley Works* 13,744,156 shares of Common Stock; par value $2.50 per share $ 301,265,486 $ 640,065,345 Citibank, N.A.* Short-Term Investment Fund- Pooled Bank Fund 3,941,751 3,941,751 Mutual Funds: BT S&P Index Fund Pyramid Equity Index Fund 9,019,256 8,146,344 Invesco Retirement Trust Stable Value Fund Invesco Retirement Trust 4,848,499 4,848,269 American Funds Euro Pacific Growth Fund Euro Pacific Growth Fund 3,818,003 3,106,898 Fidelity Small Cap Independence Fidelity Select Small Capitalization Fund Pool 3,467,811 3,785,337 BT Pyramid Russell 3000 Fund Russell 300 Fund 19,408,418 16,768,347 BT Pyramid Broad Market Fixed Income Fund Fixed Income Fund 5,785,893 7,186,581 ---------------------------------------- Total investments 351,555,117 687,848,872 Loans to participants Promissory notes at prime rate with maturities of five years or ten years 6,839,274 6,839,274 ---------------------------------------- Total $ 358,394,391 $ 694,688,146 ======================================== *Indicates party-in-interest to the Plan. 12 The Stanley Account Value Plan Schedule H, 4(j)--Schedule of Reportable Transactions EIN 06-0548860 Year ended December 31, 2001 CURRENT VALUE OF ASSET ON IDENTITY OF PARTY PURCHASE DESCRIPTION OF TRANSACTION DATE NET GAIN (LOSS) INVOLVED ASSETS SELLING PRICE COST OF ASSET ------------------------------------------------------------------------------------------------------------------------ Category (iii) - Series of transactions in excess of 5 percent of plan assets Citibank, N.A.* Short-Term Investment Fund- United States Government Securities $ 13,130,429 $ 13,130,429 Citibank, N.A.* Short-Term Investment Fund- United States Government Securities $ 47,437,680 26,741,825 47,437,680 $ 20,695,855 There were no category (i), (ii) or (iv) reportable transactions during 2001. * Indicates party-in-interest to the Plan. 13 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, The Stanley Account Value Plan has duly caused this annual report to be signed on its behalf by the undersigned hereto duly authorized. The Stanley Works Account Value Plan Date: July 12, 2002 By: /s/ Mark Mathieu ------------------------ Mark Mathieu Vice President, Human Resources EXHIBIT 23 Consent of Independent Auditors We consent to the use of our report dated June 25, 2002, included in the Annual Report (Form 11-K) of The Stanley Works Account Value Plan for the year ended December 31, 2001, with respect to the financial statements and schedules, as amended, included in this Form 11-K/A. /s/ Ernst & Young LLP Hartford, Connecticut July 8, 2002