NEW BRITAIN, Conn. — Shareholders of tool maker Stanley Works will vote again on whether to reincorporate in Bermuda, the company said Friday after a legal challenge was filed to Thursday's election.

        The reincorporation, which would not have affected employment at the 159-year-old company, was intended to reduce its corporate tax burden. But employees and opponents of the move accused the company of confusing shareholders with conflicting advisories about the vote.

        The company, known for its black-and-yellow woodworking tools, said Thursday that 67.2 percent of all shares favored the change, slightly more than the two-thirds majority needed.

        Stanley CEO John M. Trani said Friday that although the company believed the vote was fair and appropriate, “even the appearance of impropriety is unacceptable.”

        Earlier in the day, state Attorney General Richard Blumenthal and Treasurer Denise Nappier filed a legal challenge to the vote.

        “The shareholder vote was more than slipshod and incompetent,” Mr. Blumenthal said. “Stanley purposely created confusion and deliberately misled shareholders — including its own employees.”

        Stanley employee Everett Corey, a spokesman for Machinists District 26, said employees had received a letter that said a failure to return the ballot would be counted as a vote against the reincorporation.

        A subsequent note informed shareholders that failure to return a proxy would be counted as a vote in favor of the change, he said.

        “The entire communication process concerning this vote from the start was extremely misleading and confusing,” Mr. Corey said.

        Stanley spokesman Gerard J. Gould said Thursday the confusion was related to the company's 401(k) plan. If employees owned stock outside of the retirement plan and did not vote, they would be considered “no” votes, he said. If employees did not indicate how they wanted shares held through the retirement plan to be voted, the trustees of the plan would vote for them.

        But copies of the letters included in the state's lawsuit show that the second letter referred to a mistake in the first.

        “I ... want to take this opportunity to correct a statement in an earlier letter from me with respect to the implications of not voting shares held in the 401(k) plan,” read the letter signed by Mr. Trani. “I previously stated that, "If you do not vote, that counts as a no vote.' In fact, if you do not vote, the trustee for the 401(k) plan will vote your shares for you.” Both letters were apparently sent to 401(k) plan participants.

        Messages seeking additional comment were left Friday evening at the offices of Mr. Gould and Mr. Blumenthal.

P&G's global profits on rise
Springboro students win Stock Market Game
Undaunted, bank opens new branch
Beechmont Mall redevelopment will take time
French-American council achieves associate status
New Power services may no longer be option in Cincinnati
Restaurant would be welcome
Andersen partner discounts shredding
Greenspan has advice for banks
S&P drops WorldCom rating to junk status
Stanley reincorporation re-vote
Wednesday stock rally proves a short ride
Wholesale prices tumble
HIGGINS: Personal Finance
Rate report
Business Digest
Tristate Summary
What's the Buzz?