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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) January 28, 1994
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SNAP-ON TOOLS CORPORATION
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(Exact name of registrant as specified in charter)
Delaware 1-7724 39-0622040
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(State or other (Commission file number) (IRS employer
jurisdiction of identification no.)
incorporation
2801 - 80th Street, Kenosha Wisconsin 53141-1410
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 414-656-5200
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
On January 28, 1994, the Board of Directors of Snap-on Tools
Corporation (the "Company") adopted amendments to the Rights Agreement,
dated October 23, 1987 (the "Agreement") and amended May 21, 1992, between
the Company and Harris Trust and Savings Bank, as rights agent (the "Rights
Agent"). The terms of the amendments are set forth below. The Agreement
contains a description and terms of the Rights (the "Rights") of holders of
the Company's common stock, par value $1.00 per share (the "Common Stock"),
to purchase from the Company one one-hundredth of a share of Series A
Junior Preferred Stock at an exercise price of $125, subject to adjustment.
The following amendments have been adopted:
1. Amend the definition of "Acquiring Person" to read:
(a) "Acquiring Person" shall mean any Person (as such term
is hereinafter defined) who or which, together with all
Affiliates (as hereinafter defined) and Associates (as
hereinafter defined) of such Person, shall be the Beneficial
Owner (as hereinafter defined) of 15% or more of the shares
of Common Stock then outstanding and shall include all
Affiliates and Associates of such Person, but shall not
include (i) the Company, (ii) any Subsidiary of the Company,
(iii) any employee benefit plan of the Company or any
Subsidiary of the Company or any entity holding shares of
Common Stock organized, appointed or established by the
Company for or pursuant to the terms of any such plan, or
(iv) any such Person who has reported or is required to
report such ownership (but less than 25%) on Schedule 13G
under the Exchange Act (or any comparable or successor
report) or on Schedule 13D under the Exchange Act (or any
comparable or successor report) which Schedule 13D does not
state any intention to or reserve the right to control or
influence the management or policies of the Company or
engage in any of the actions specified in Item 4 of such
Schedule (other than the disposition of the Common Stock)
and, within 10 Business Days of being requested by the
Company to advise it regarding the same, certifies to the
Company that such Person acquired shares of Common Stock in
excess of 14.9% inadvertently or without knowledge of the
terms of the Rights and who, together with all Affiliates
and Associates, thereafter does not acquire additional
shares of Common Stock while the Beneficial Owner of 15% or
more of the shares of Common
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Stock then outstanding; provided, however, that if the Person
requested to go certify fails to do so within 10 Business Days,
then such Person shall become an Acquiring Person immediately after
such 10 Business Day period.
2. Amend the definition of "Stock Acquisition Date" to read:
(r) "Stock Acquisition Date" shall mean the first date of
public announcement by the Company (or an Acquiring Person)
that an Acquiring Person has become such.
3. Amend Section 11(a) (ii), the "Flip In," to read:
(ii) any Person (other than the Company, any Subsidiary of
the Company, any employee benefit plan of the Company or of
any Subsidiary of the Company, or any entity organized,
appointed or established pursuant to the terms of such plan)
shall become an Acquiring Person (except pursuant to an
offer for all outstanding shares of Common Stock at a price
and upon such terms and conditions as a majority of the
Continuing Directors determine to be in the best interest of
the Company and its stockholders, other than such Acquiring
Person), or
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
1. The Amendment dated as of January 28, 1994 to the Rights
Agreement, dated as of October 23, 1987, and amended as of May
21, 1992, between Snap-on Tools Corporation and Harris Trust and
Savings Bank, as rights agent.
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SIGNATURE
Pursuant to the requirement 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.
SNAP-ON TOOLS CORPORATION
By: /s/ Gregory D. Johnson
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Name: Gregory D. Johnson
Title: Controller
Date: March 2, 1994
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EXHIBIT INDEX
Page
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1. Amendment dated as of January 28, 1994,
to the Rights Agreement, dated as of
October 23, 1987, and amended as of May 21,
1992, between Snap-on Tools Corporation
and Harris Trust and Savings Bank, as
rights agent . . . . . . . . . . . . . . . . . . . . . . . . . 6
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AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of January 28, 1994 (the "Amendment"), to the Rights
Agreement, dated as of October 23, 1987 (the "Rights Agreement") and amended as
of May 21, 1992, between Snap-on Tools Corporation, a Delaware corporation (the
"Company"), and Harris Trust and Savings Bank, a state bank organized under the
laws of the State of Illinois, as rights agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights Agreement
specifying the terms of the Rights (as defined therein); and
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 26 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements set
forth in the Rights Agreement and this Amendment, the parties hereby agree as
follows:
1. Amend the definition of "Acquiring Person" to read:
(a) "Acquiring Person" shall mean any Person (as such term is hereinafter
defined) who or which, together with all Affiliates (as hereinafter defined) and
Associates (as hereinafter defined) of such Person, shall be the Beneficial
Owner (as hereinafter defined) of 15% or more of the shares of Common Stock then
outstanding and shall include all Affiliates and Associates of such Person, but
shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any
employee benefit plan of the Company or any Subsidiary of the Company or any
entity holding shares of Common Stock organized, appointed or established by the
Company for or pursuant to the terms of any such plan, or (iv) any such Person
who has
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reported or is required to report such ownership (but less than 25%) on Schedule
13G under the Exchange Act (or any comparable or successor report) or on
Schedule 13D under the Exchange Act (or any comparable or successor report)
which Schedule 13D does not state any intention to or reserve the right to
control or influence the management or policies of the Company or engage in any
of the actions specified in Item 4 of such Schedule (other than the disposition
of the Common Stock) and, within 10 Business Days of being requested by the
Company to advise it regarding the same, certifies to the Company that such
Person acquired shares of Common Stock in excess of 14.9% inadvertently or
without knowledge of the terms of the Rights and who, together with all
Affiliates and Associates, thereafter does not acquire additional shares of
Common Stock while the Beneficial Owner of 15% or more of the shares of Common
Stock then outstanding; provided, however, that if the Person requested to go
certify fails to do so within 10 Business Days, then such Person shall become an
Acquiring Person immediately after such 10 Business Day period.
2. Amend the definition of "Stock Acquisition Date" to read:
(r) "Stock Acquisition Date" shall mean the first date of public announcement
by the Company (or an Acquiring Person) that an Acquiring Person has become
such.
3. Amend Section 11(a) (ii), the "Flip In," to read:
(ii) any Person (other than the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or of any Subsidiary of the Company, or any
entity organized, appointed or established pursuant to the terms of such plan)
shall become an Acquiring Person (except pursuant to an offer for all
outstanding shares of Common Stock at a price and upon such terms and conditions
as a majority of the Continuing Directors determine to
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be in the best interest of the Company and its stockholders, other than such
Acquiring Person), or
4. This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts made and to be
performed entirely within such state.
5. This Amendment shall be effective as of the date hereof and, except as
set forth herein, the Rights Agreement shall remain in full force and effect and
shall be otherwise unaffected hereby.
6. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be hereunto affixed, all
as of the day and year first above written.
SNAP-ON TOOLS CORPORATION HARRIS TRUST AND SAVINGS BANK
By: /s/ Robert A. Cornog By: /s/ Thomas D. Grady
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Name: Robert A. Cornog Name: Thomas D. Grady
Title: Chairman, President and Title: Vice President
Chief Executive Officer
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