Reg. No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SNAP-ON INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 39-0622040
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2801-80th Street
Kenosha, Wisconsin 53141-1410
(414) 656-5200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
______________________________
S. F. Marrinan
Vice President, Secretary
and General Counsel
2801-80th Street
Kenosha, Wisconsin 53141-1410
(414) 656-5200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
______________________________
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. [X]
________________________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Maximum Maximum Amount of
Class of Amount Offering Aggregate Registra-
Securities to be Price Offering tion
to be Registered Registered(1) Per Unit(1) Price(1) Fee(1)
Common Stock, $1 500,000
par value shares $35.4375 $17,718,750 $6,110
Preferred Stock 500,000
Purchase Rights rights (2) (2) (2)
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based upon
the average of the high and low prices of Common Stock as reported on
the New York Stock Exchange on April 21, 1995.
(2) The value attributable to the Preferred Stock Purchase Rights is
reflected in the market price of the Common Stock to which the Rights
are attached.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
Pursuant to Rule 429, the Prospectus referred to herein also
relates to the Registrant's Registration Statement on Form S-3 -
Registration Statement No. 33-39660.
<PAGE>
PROSPECTUS
SNAP-ON INCORPORATED
_______________
644,843 Shares
of
Common Stock
($1 par value)
_______________
FRANCHISED DEALER STOCK OWNERSHIP PLAN
This Prospectus relates to an aggregate of 644,843 shares (the
"Shares") of common stock, par value $1, and 644,843 Preferred Stock
Purchase Rights which currently are attached to, and trade with, the
shares of common stock (collectively, the "Common Stock") of Snap-on
Incorporated (the "Company") offered hereby to eligible franchised dealers
pursuant to a Franchised Dealer Stock Ownership Plan (the "Plan"). The
Common Stock will be sold from time to time by the Company under the terms
of the Plan directly to Company franchised dealers participating in the
Plan without the payment of any underwriting discounts or commissions.
The Plan provides for a price per share to be calculated at the lesser of
the market value of the Common Stock on May 15 of a Plan year or the
market value of the Common Stock in the succeeding May 14 of such Plan
year. Proceeds from the offering will be used for general corporate
purposes. The closing sale price for the Common Stock on the New York
Stock Exchange on April 26, 1995 was $36.50 per share.
The Company suggests that prospective participants review this
Prospectus carefully and retain it for future reference.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
_______________
No person has been authorized to give any information or to make
any representations other than those contained in this Prospectus in
connection with the offer contained herein, and if given or made, such
information or representations must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer
to sell, or a solicitation of an offer to buy, any securities offered
hereby in any jurisdiction in which it is not lawful or to any person to
whom it is not lawful to make any such offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that information herein is correct
as of any time subsequent to the date hereof.
The date of this Prospectus is __________, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, and other
information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed by
the Company may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the Commission's Regional Offices located
at 7 World Trade Center, Suite 1300, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such materials may be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, such material may also be inspected and
copied at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents and amendments thereto which have been
filed by the Company with the Commission pursuant to the Exchange Act
(File No. 1-7724), are incorporated by reference into this Prospectus:
(i) the Company's Annual Report on Form 10-K for the year ended December
31, 1994; (ii) the description of the Preferred Stock Purchase Rights of
the Company contained in the Registration Statement on Form 8-A dated
October 26, 1987, as amended in the Company's Current Report on Form 8-K
filed on June 4, 1992 and the Company's Current Report on Form 8-K filed
on January 28, 1994; and (iii) the description of Common Stock of the
Company contained in the Registration Statement on Form 8-A dated January
12, 1978.
Each document filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the filing of a post-effective amendment which
indicates that all of the securities offered hereby have been sold or
which deregisters all such securities then remaining unsold shall be
deemed to be incorporated by this reference into this Prospectus from the
date of filing of such documents, and this Prospectus and the Registration
Statement shall be deemed to be modified or superseded by such documents.
The Company will provide without charge to each person to whom a
copy of this Prospectus is delivered, upon the written or oral request of
any such person, a copy of the Company's current annual report to
shareholders and of any or all of the documents which are incorporated
herein by reference, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference into such documents).
Requests should be directed to Public Relations Department, Snap-on
Incorporated, 2801-80th Street, Kenosha, Wisconsin 53141-1410; telephone
(414) 656-5200.
THE COMPANY
Snap-on Incorporated (the "Company") was incorporated under the
laws of the State of Wisconsin in 1920 and reincorporated under the laws
of Delaware in 1930. Its corporate headquarters are located in Kenosha,
Wisconsin. The principal executive offices of the Company are located at
2801-80th Street, Kenosha, Wisconsin 53141-1410, telephone (414) 656-5200.
The Company, which is in a single line of business, is a leading
manufacturer and distributor of high-quality hand tools, power tools, tool
storage products, diagnostics and shop equipment and information services,
primarily for use by professional technicians. In addition to individual
automotive technicians, shop owners and other professional tool users, the
Company's products are marketed to industrial and governmental entities,
as well as to original equipment manufacturers.
PLAN PURPOSE
The purpose of the Plan is to provide the franchised dealers of
the Company's products with the opportunity to purchase shares of Common
Stock. The Plan provides for the issuance of 644,843 shares of Common
Stock, subject to adjustment. Under the Plan, eligible franchised dealers
of the Company's products participating in the Plan ("Participants") may
pay a designated amount of cash to the Company in each regular billing
period, and once a year the amount of each Participant's payments under
the Plan is applied to the purchase of Common Stock for the Participant.
The period from May 15 to the following May 14 is hereinafter referred to
as a "Plan Year."
The Plan is not subject to the provisions of the Employee
Retirement Income Security Act of 1974, and is not qualified under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the
"Code").
ELIGIBLE PARTICIPANTS
All franchised dealers of the Company's products ("Dealers") as
of May 15 of each Plan Year may participate in the Plan for such Plan
Year.
PURCHASE PRICE
The price per share of Common Stock will be the lesser of the
market value of the Common Stock on (i) the offering date (May 15) of a
Plan Year; or (ii) the succeeding May 14 (or the next business day after
any such date, if such date is not a business day). Market value shall be
the mean of the high and low prices for Common Stock as reported on the
New York Stock Exchange on such date.
ENROLLMENT IN THE PLAN
An eligible Dealer may enter the Plan between May 15 and June 1
of each Plan Year by filling out, signing and forwarding a participation
form to the Company. To continue as a Participant, each Dealer of the
Company must file a new participation form with the Company between May 15
and June 1 of each Plan Year.
TIME, MANNER AND AMOUNT OF PAYMENTS
A Participant indicates on a Plan participation form the amount
of cash that the Participant would like to accumulate during each billing
period applicable to the Participant as a Dealer for the purchase of
Common Stock during the Plan Year. The Company will bill the Participant
for this amount on each Dealer invoice beginning in June of the Plan Year.
A Participant may change the level of cash to be applied toward the
purchase of Common Stock during a Plan Year by signing and delivering a
participation change form to the Company at least ten days before the
first day of the month in which the change is to be effective; the Plan
provides that a change in a Participant's level of participation that is
received on a timely basis will be effective during the first business
week of the following month. To continue participation during a Plan
Year, a Participant must provide for the accumulation of some even dollar
amount during each billing period.
Payments received under the Plan will be accumulated by the
Company and may be used for the Company's general corporate purposes and
need not be segregated from other Company funds. After May 14 of each
Plan Year, unless a Participant has withdrawn from participation under the
Plan, a Participant's accumulated payments under the Plan will be applied
to the purchase from the Company of the number of full shares of the
Common Stock purchasable at the applicable purchase price described above
under "PURCHASE PRICE," subject to the two Plan limitations described
below under "MAXIMUM AND MINIMUM AMOUNTS THAT MAY BE PURCHASED." Any
balance remaining from a Participant's accumulated cash payments will be
carried forward for the next Plan Year if the Participant has elected to
continue in the Plan. Otherwise, the Participant will receive a cash
payment equal to the balance of the Participant's remaining cash payments
under the Plan.
Certificates for shares of Common Stock purchased pursuant to
the Plan will be issued and delivered to the Participants as soon as
possible after May 14 of each Plan Year. Until stock certificates are
issued to them, Participants will not have the rights or privileges of
stockholders with respect to such shares. Common Stock purchased under
the Plan will be issued in accordance with the instructions stated in a
Participant's participation form.
MAXIMUM AND MINIMUM AMOUNTS THAT MAY BE PURCHASED
Under the first Plan limitation on the amount of Common Stock a
Participant may purchase, no Participant may purchase in any Plan Year a
number of shares of Common Stock exceeding the number of shares that
represents a market value of $25,000 on May 15 of such Plan Year. One
effect of this limitation is that, if the market price of the Common Stock
on May 14 of such Plan Year is less than the market value on May 15 of the
same Plan Year, then under this limitation the maximum number of shares of
Common Stock that a Participant can purchase will have an aggregate market
value of less than $25,000 as of May 14 of the Plan Year, and therefore,
the aggregate purchase price will be less than $25,000. Any excess cash
accumulated on behalf of a Participant will be treated as described above
under "TIME, MANNER AND AMOUNT OF PAYMENTS." Under the second limitation,
a Participant may not purchase more than 2,000 shares of Common Stock in
any Plan Year regardless of the purchase price at which the Participant is
purchasing Common Stock under Plan terms. So long as the market price of
the Common Stock exceeds $12.50 per share, the first limitation will
control.
WITHDRAWAL FROM THE PLAN - ASSIGNMENT OF INTEREST
A Participant may withdraw from the Plan at any time by giving
written notice to the Company at any time prior to the end of a Plan Year.
A withdrawing Participant will not be eligible to reenter the Plan until
the beginning of the next Plan Year. Such withdrawal will become
effective on the first day of the month following receipt of written
notification of withdrawal by the Company, provided a form is received
before the end of the preceding month.
If a Participant withdraws from the Plan or the Plan is
discontinued, the entire amount of a Participant's payments under the Plan
during a Plan Year shall be paid to the person entitled thereto. In the
event of any voluntary or involuntary termination of the Participant's
relationship with the Company as a franchised dealer, including death,
before the end of a Plan Year, the amount of the Participant's payments
under the Plan will be refunded to the Participant or the Participant's
estate.
A Participant's rights under the Plan belong to the Participant
alone and may not be transferred or assigned to any other person during
such Participant's lifetime.
NATURE AND FREQUENCY OF REPORTS TO PARTICIPANTS
Once a year during the continuance of the Plan, each Participant
will receive a report indicating the amount accumulated and to be applied
to stock purchases at the end of the Plan Year.
ADMINISTRATION OF THE PLAN
Subject to the discretion of the Board of Directors, the
President of the Company shall oversee the administration of the Plan and
make such interpretations and regulations as he deems desirable or
necessary in connection with its operation. The President of the Company
may amend the Plan at any time to cure any ambiguity, defect or omission
or if such amendment would not, in his judgment, have a material adverse
effect on the financial interests of Participants. The Board of Directors
of the Company may amend, suspend or terminate the Plan for any reason at
the end of any Plan Year. The Company will pay all fees and expenses
incurred in connection with the Plan.
In the event of a stock dividend, split-up, recapitalization,
merger, consolidation, combination or exchange of shares or the like, the
Company may change the number of shares that may be offered under the
Plan, the maximum number of shares that may be purchased by a Participant
under the Plan and the purchase price per share.
To obtain additional information on the Plan and the
administration of the Plan, contact Corporate Secretary, Snap-on
Incorporated, 2801-80th Street, Kenosha, Wisconsin 53141-1410, or by
telephone at (414)656-5200.
DESCRIPTION OF PREFERRED STOCK PURCHASE RIGHTS
On October 23, 1987, the Board of Directors declared a dividend
distribution of one preferred stock purchase right (the "Rights") on each
outstanding share of Common Stock, to stockholders of record on November
2, 1987. The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Company and Harris
Trust and Savings Bank, as Rights Agent (the "Rights Agent"). On May 22,
1992 and January 28, 1994, the Company amended the Rights Agreement. The
description of the Rights contained herein is qualified in its entirety by
reference to the Rights Agreement.
The Rights will not be exercisable or transferrable apart from
the Common Stock, and will be represented by certificates for Common Stock
outstanding at the record date or issued thereafter while the Rights are
not exercisable, until (i) a person or group (an "Acquiring Person")
acquires 15% or more of the outstanding shares of Common Stock (the "Stock
Acquisition Date") or (ii) a person or group commences (or announces an
intention to commence) a tender or exchange offer that will result in the
person becoming an Acquiring Person. Each Right may then be exercised to
purchase one one-hundredth of a share of Series A Junior Preferred Stock
of the Company for $125 (subject to adjustment), but if there is an
Acquiring Person (unless the Acquiring Person becomes such pursuant to an
offer for all outstanding shares of Common Stock on terms approved by
"Continuing Directors" of the Company) or certain other events occur, then
each Right (other than Rights held by the Acquiring Person) may be
exercised at the $125 purchase price (subject to adjustment) to purchase a
number of shares of Common Stock which at the time of such transaction
would have a market value of two times the purchase price. Investors who
acquire more than 15% and less than 25% of the Company's Common Stock
under certain circumstances without the intent or purpose to change or
influence the control of the Company are exempt from the definition of
"Acquiring Person." If the Company is acquired in a merger or other
business combination not approved by the Board of Directors, then each
holder of a Right other than the Acquiring Person will be entitled to
purchase one share of common stock of the surviving company having a
market value equivalent to two times the current purchase price. The
Rights have the effect of causing ownership dilution to a person or group
attempting to acquire the Company without approval of the Company's Board
of Directors.
The Rights expire on November 3, 1997 and may be redeemed by the
Company at a price of $.05 per Right at any time prior to 10 days after
there is an Acquiring Person.
TAX EFFECTS
The following is a summary of significant general federal income
tax consequences associated with participation in the Plan. However, the
discussion is not a complete description of all of the federal income tax
aspects of the Plan, and some of the provisions contained in the Code have
only been summarized. No discussion of state or foreign income tax has
been included. Future legislative changes or changes in administrative or
judicial interpretation, some or all of which may be retroactive, could
significantly alter the tax treatment discussed herein. Accordingly, and
because tax consequences may differ among Participants, each Participant
should consult with his or her own tax advisor with respect to the tax
consequences of participation in the Plan.
A Participant will not recognize taxable income upon the grant
of a right to purchase Common Stock pursuant to the Plan. Upon the
purchase of stock under the Plan, the amount by which the fair market
value of the shares on the date of purchase exceeds the purchase price of
the shares will generally be treated for federal income tax purposes as
ordinary income to the Participant (and deductible by the Company). Upon
any subsequent sale of shares acquired pursuant to the Plan, any amount
realized in excess of the fair market value of the shares on the date
shares were purchased will generally constitute capital gain, which will
be long-term or short-term depending on the holding period for such
shares. If the shares are disposed of for an amount less than the fair
market value on the date shares were purchased, the seller will generally
recognize capital loss, which will be long-term or short-term depending on
the holding period for such shares.
RESTRICTIONS ON RESALE OF SECURITIES PURCHASED
The Plan is intended to provide stock for investment and not for
resale. The Company does not, however, intend to restrict or influence
any Participant in the conduct of its business affairs.
The Company will not under any circumstances be obligated to buy
back from any Participant stock that has been purchased under the Plan.
The stock can be sold privately or on the open market through a stock
broker at the currently quoted price, less regular commission and service
charges.
While the Plan does not place restrictions on resale of shares
acquired thereunder, shares acquired under the Plan by an "affiliate"
(generally officers, directors and 10% shareholders, as that term is
defined in Rule 405 under the Securities Act of 1933) may only be resold
pursuant to the registration requirements of that Act or an applicable
exemption therefrom. Generally, sales of securities, including shares of
the Company, are subject to anti-fraud provisions contained in federal and
state securities laws. Acquisitions (including acquisitions under the
Plan) and dispositions of shares of the Company by an officer, director or
affiliate of the Company within any six-month period may give rise to the
right of the Company to recapture any profit from such transactions
pursuant to Section 16(b) of the Securities Exchange Act of 1934. It is
advisable for participants to consult with legal counsel concerning the
securities law implications of acquisition or disposition of shares under
the Plan.
USE OF PROCEEDS
The Company is unable to predict the number of shares of Common
Stock that will be purchased from it under the Plan or the prices at which
the shares will be purchased. The net proceeds from sales of the Common
Stock will be added to the general funds of the Company and will be used
for general corporate purposes. The Company believes that institution of
the Plan is in its best interests and believes that the Participants will
be stimulated in their activities as franchised dealers of the Company by
the opportunity to purchase Common Stock on favorable terms.
<PAGE>
644,843 Shares
SNAP-ON INCORPORATED
Common Stock
______________________
FRANCHISED DEALER STOCK OWNERSHIP PLAN
______________________
May 15, 1995
TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Plan Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Eligible Participants . . . . . . . . . . . . . . . . . . . . . . . . 3
Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Enrollment in the Plan . . . . . . . . . . . . . . . . . . . . . . . 4
Time, Manner and Amount of Payments . . . . . . . . . . . . . . . . . 4
Maximum and Minimum Amounts That May be Purchased . . . . . . . . . . 5
Withdrawal from the Plan - Assignment of Interest . . . . . . . . . . 5
Nature and Frequency of Reports to Participants . . . . . . . . . . . 5
Administration of the Plan . . . . . . . . . . . . . . . . . . . . . 6
Description of Preferred Stock Purchase Rights . . . . . . . . . . . 6
Tax Effects . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Restrictions on Resale of Securities Purchased . . . . . . . . . . . 8
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
The Company has filed with the Securities and Exchange
Commission a Registration Statement on Form S-3 under the Securities Act
of 1933, as amended. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Securities and Exchange Commission. The omitted information may be
obtained as set forth under "Available Information."
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Filing Fee for Registration Statement . . . . . . . . $ 6,110 *
Printing . . . . . . . . . . . . . . . . . . . . . . 4,000 *
Legal Fees and Expenses . . . . . . . . . . . . . . . 4,000 *
Blue Sky Fees and Expenses . . . . . . . . . . . . . 2,000 *
Auditors' Fees and Expenses . . . . . . . . . . . . . 2,000 *
Miscellaneous Expenses . . . . . . . . . . . . . . . 2,000 *
------
Total . . . . . . . . . . . . . . . . . . . . . . . . $ 20,110 *
======
_________
* Estimated
Certain accounting, legal, and other services related to this
Registration Statement have been performed by employees of the Registrant
in the normal course of their employment duties and the costs associated
with such services cannot be reasonably estimated.
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law permits
corporations to indemnify directors and officers. The statute generally
requires that to obtain indemnification the director or officer must have
acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation; and, additionally, in
criminal proceedings, that the officer or director had no reasonable cause
to believe his conduct was unlawful. In any proceeding by or in the right
of the corporation, no indemnification may be provided if the director or
officer is adjudged liable to the corporation (unless ordered by the
court). Indemnification against expenses actually and reasonably incurred
by a director or officer is required to the extent that such director or
officer is successful on the merits in the defense of the proceeding. The
Company's Bylaws provide generally for indemnification, to the fullest
extent permitted by Delaware law, of a director and officer who was or is
a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that he is or was a
director or officer of the Company or was serving at the request of the
Company as a director, officer, employee or agent of certain other related
entities. The Bylaws provide that the indemnification will cover all
costs, charges, expenses, liabilities and losses reasonably incurred by
the director or officer. The Bylaws further provide that a director or
officer has the right to be paid expenses incurred in defending a
proceeding, except the amount of any settlement, in advance of its final
disposition upon receipt by the Company of an undertaking from the
director or officer to repay the advances if it is ultimately determined
that he is not entitled to indemnification.
The Company has entered into Indemnification Agreements with its
directors. The Indemnification Agreements provide generally that the
Company must promptly advance the director all reasonable costs of
defending against litigation. However, no indemnification will be made
under the Agreement if the director is found liable for willful
misconduct, unless the court finds that the nature of the conduct is such
that the director is fairly and reasonably entitled to indemnification.
The advance is subject to repayment if stockholders, legal counsel, a
quorum of disinterested directors or a panel of three arbitrators find
that the director has not met the required standards of conduct.
The directors and officers of the Company are also covered by
insurance policies indemnifying them (subject to certain limits and
exclusions) against certain liabilities, including certain liabilities
arising under the Securities Act of 1933, as amended, which might be
incurred by them in such capacities and against which they cannot be
indemnified by the Company.
Item 16. Exhibits
Exhibit
Number Description
4.1 Snap-on Incorporated Franchised Dealer Stock
Ownership Plan.
4.2 Restated Certificate of Incorporation of the
Company (incorporated herein by reference to
Exhibit 3(a) to the Corporation's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1994, SEC File No. 1-7724).
4.3 Bylaws of the Company (incorporated herein by
reference to Exhibit 3(b) to the
Corporation's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994, SEC
File No. 1-7724)
4.4 Rights Agreement dated as of October 23, 1987
between the Corporation and Harris Trust and
Savings Bank, as Rights Agent (incorporated
herein by reference to Exhibit 1 to the
Corporation's Registration Statement on Form
8-A dated October 26, 1987, SEC File No.
1-7724).
4.5 Amendment to Rights Agreement dated as of
October 23, 1987 between the Company and
Harris Trust and Savings Bank (incorporated
herein by reference to Exhibit 1 to the Form
8-K dated June 4, 1992, File No. 1-7724).
4.6 Amendment to Rights Agreement dated as of
October 23, 1987 between the Company and
Harris Trust and Savings Bank (incorporated
herein by reference to Exhibit 1 to the Form
8-K dated January 28, 1994, File No. 1-7724).
5 Opinion of Susan F. Marrinan, Esq.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Susan F. Marrinan, Esq. (contained
in Exhibit 5 hereto).
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration Statement or
any material change to such information in the
Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the provisions
summarized in Item 15 above, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer, or controlling person of
the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person
in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel, the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned Registrant hereby undertakes that (1) for
purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance on Rule 430A and contained in the form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective and (2)
for the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Kenosha, State of Wisconsin, on
April 28, 1995.
SNAP-ON INCORPORATED
By: /s/ R. A. Cornog
R. A. Cornog, Chairman of the Board,
President and Chief Executive Officer
Signature Title Date
/s/ R. A. Cornog Chairman of the Board, April 28, 1995
R. A. Cornog President and Chief Executive
Officer (Principal Executive
Officer)
/s/ D. S. Huml Senior Vice President - April 28, 1995
D. S. Huml Finance and Chief Financial
Officer (Principal Financial
Officer)
/s/ G. D. Johnson Controller (Principal April 28, 1995
G. D. Johnson Accounting Officer)
/s/ W. D. Brinckman Director April 28, 1995
W. D. Brinckman
/s/ B. S. Chelberg Director April 28, 1995
B. S. Chelberg
/s/ R. J. Decyk Director April 28, 1995
R. J. Decyk
/s/ R. F. Farley Director April 28, 1995
R. F. Farley
/s/ A. L. Kelly Director April 28, 1995
A. L. Kelly
/s/ G. W. Mead Director April 28, 1995
G. W. Mead
/s/ E. H. Rensi Director April 28, 1995
E. H. Rensi
/s/ J. H. Schnabel Director April 28, 1995
J. H. Schnabel
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 Snap-on Incorporated Franchised Dealer
Stock Ownership Plan.
4.2 Restated Certificate of Incorporation
of the Company (incorporated herein by
reference to Exhibit 3(a) to the
Corporation's Annual Report on Form
10-K for the fiscal year ended
December 31, 1994, SEC File No.
1-7724).
4.3 Bylaws of the Company (incorporated
herein by reference to Exhibit 3(b) to
the Corporation's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1994, SEC File No. 1-
7724)
4.4 Rights Agreement dated as of October
23, 1987 between the Corporation and
Harris Trust and Savings Bank, as
Rights Agent (incorporated herein by
reference to Exhibit 1 to the
Corporation's Registration Statement
on Form 8-A dated October 26, 1987,
SEC File No. 1-7724).
4.5 Amendment to Rights Agreement dated as
of October 23, 1987 between the
Company and Harris Trust and Savings
Bank (incorporated herein by reference
to Exhibit 1 to the Form 8-K dated
June 4, 1992, File No. 1-7724).
4.6 Amendment to Rights Agreement dated as
of October 23, 1987 between the
Company and Harris Trust and Savings
Bank (incorporated herein by reference
to Exhibit 1 to the Form 8-K dated
January 28, 1994, File No. 1-7724).
5 Opinion of Susan F. Marrinan, Esq.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Susan F. Marrinan, Esq.
(contained in Exhibit 5 hereto).
EXHIBIT 4.1
SNAP-ON INCORPORATED
FRANCHISED DEALER STOCK OWNERSHIP PLAN
1. PURPOSE OF THE PLAN
The purpose of the Plan is to provide the franchised Dealers of
Snap-on Incorporated (the "Corporation") an opportunity to purchase shares
of the Corporation's Common Stock ("Stock").
2. ELIGIBILITY TO PARTICIPATE
Any franchised Dealer of the Corporation or any of its
subsidiaries at the offering date shall be eligible to participate in the
Plan.
3. NUMBER OF SHARES TO BE OFFERED
An aggregate of 700,000 shares of Stock will be offered for
purchase under this Plan.
4. OFFERING DATES
The date of the first offering under this Plan is May 15, 1991.
An additional and separate offering will be made on May 15 in each
following year until the Plan is terminated by the Corporation, unless all
of the shares reserved hereunder are previously purchased. Each such year
from an offering date to the succeeding offering date shall be hereinafter
referred to as a "Plan Year."
5. PRICE
The price per share will be the lesser of the market value of
the Stock on (i) the offering date of a Plan Year and (ii) the succeeding
May 14 (or the next business day after any such date, if such date is not
a business day). Market value shall be the mean of the high and low
prices for the Stock as reported on the New York Stock Exchange on such
dates.
6. METHOD OF PAYMENT
Payment is to be made by settlement of billings on each Dealer
Invoice.
7. HOW AND WHEN TO PARTICIPATE
A Franchised Dealer Stock Ownership Plan participation form must
be signed and delivered to the Corporation during the month of May in the
Plan Year. On the participation form, a participating franchised Dealer
must indicate the amount of cash that the franchised Dealer desires the
Corporation to accumulate on behalf of the franchised Dealer for each
billing period applicable to the franchised Dealer. During the Plan Year,
a participating franchised Dealer may increase or decrease the amount
shown on the initial participation form by delivering a participation
change form to the Corporation at least ten (10) days prior to the first
day of the month in which the change is to be effective; any such changes
submitted on a timely basis will be effective during the first business
week of the following month. To maintain participation, a franchised
Dealer must continue to reflect some level of participation in an even
dollar amount during each billing period.
A new participation form must be filed for each Plan Year the
franchised Dealer wishes to participate in the Plan.
8. USE OF FUNDS
All monthly payments or other funds received or held by the
Corporation under this Plan may be used for any corporate purpose and need
not be segregated in any way. No interest will be paid or credited on any
money paid by the participating franchised Dealer.
9. PURCHASE OF STOCK
Unless a franchised Dealer gives written notice to the
Corporation as provided in paragraph 12, the franchised Dealer will
purchase at the end of the Plan Year the number of whole shares of Stock
which the accumulated monthly payments in the franchised Dealer's account
at that time will purchase at the applicable price; provided, however,
that, in any Plan Year, a franchised Dealer may not purchase more than two
thousand (2,000) shares of Stock or more than $25,000 of market value of
Stock (valued on May 15 of the Plan Year). Any cash balance remaining in
the franchised Dealer's account after the end of the Plan Year will be
carried forward in the account for the purchase of Stock in the next Plan
Year if the franchised Dealer has elected to continue as a participant in
the Plan. Otherwise, the franchised Dealer will receive a cash payment
equal to the balance in the account.
10. DELIVERY OF STOCK
Certificates for Stock purchases in each Plan Year will be
issued in the ordinary course of business after the end of the Plan Year.
However, the franchised Dealer will have no rights or privileges as a
stockholder with respect to such Stock until the certificates are issued.
11. REGISTRATION AND QUALIFICATION OF SHARES
The Corporation may postpone the issuance of Stock under the
Plan until the registration requirements of the SEC and the securities
laws of all states applicable to such Stock have been satisfied.
12. VOLUNTARY TERMINATION OF PARTICIPATION IN THE PLAN
A franchised Dealer may terminate participation in the Plan and
receive, as soon as practicable, a refund of the monthly payments credited
to the franchised Dealer's account by giving written notice thereof to the
Corporation; provided, however, that any such notice must be received by
the Corporation prior to the end of the Plan Year. Any franchised Dealer
who terminates will not be eligible to participate in the Plan until the
beginning of the next Plan Year.
13. INVOLUNTARY TERMINATION OF PARTICIPATION IN THE PLAN
In the event of any termination of the franchised Dealer's
relationship with the Corporation or subsidiary, including death, before
the end of the Plan Year, the amount credited to the franchised Dealer's
account will be refunded to the franchised Dealer or his or her estate.
14. RIGHTS NOT TRANSFERABLE
A franchised Dealer's rights under the Plan may not be sold,
assigned, pledged or otherwise transferred in any manner.
15. ADJUSTMENT UPON CHANGE IN CAPITALIZATION
In the event of a stock dividend, split-up, recapitalization,
merger, consolidation, combination, or exchange of shares, or the like,
the number of shares which may be purchased at the end of the Plan Year in
which such event occurs, and the purchase price per share thereof, shall
be appropriately adjusted by the Corporation. Upon the occurrence of any
event of the type described in this paragraph 15, the Board of Directors
shall also make appropriate changes in the number of shares of Stock that
may be offered under the Plan and in the maximum number of shares that may
be purchased by any participant in any Plan Year.
16. COSTS OF THE PLAN
The Corporation will assume all fees and expenses incurred in
connection with the Plan.
17. ADMINISTRATION OF THE PLAN
Subject to direction of the Board of Directors, the President of
the Corporation shall oversee the administration of the Plan and make such
interpretations and regulations as he deems desirable or necessary in
connection with its operation.
The President of the Corporation may amend the Plan at any time
if such amendment is necessary to cure any ambiguity, defect or omission
in the Plan or if such amendment would not, in his judgment, have a
material adverse effect on the financial interests of Plan participants.
The Board of Directors of the Corporation may amend, suspend or terminate
the Plan for any reason at the end of any Plan Year.
18. CORPORATE APPROVAL
This Plan was restated and adopted by the Board of Directors on
March 27, 1991 and subsequently amended on April 28, 1995 by the Board of
Directors, which amendments shall be effective as of the Plan Year
commencing May 15, 1995.
April 28, 1995
Snap-on Incorporated
10801 Corporate Drive
Lakeview Office
Kenosha, Wisconsin 53142
Ladies and Gentlemen:
Reference is made to the registration statement on Form S-3 (the
"Registration Statement") to be filed by Snap-on Incorporated (the
"Corporation") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), relating to shares of the Corporation's common stock,
$1 par value ("Common Stock"), and related preferred stock purchase rights
(the "Rights") which may be issued pursuant to the Franchised Dealer Stock
Ownership Plan (the "Plan").
As Vice President, Secretary and General Counsel of the
Corporation, I am familiar with the Corporation's Restated Certificate of
Incorporation and By-laws, as amended, and with its affairs. I have
examined or caused to be examined (i) the Plan; (ii) a signed copy of the
Registration Statement; (iii) resolutions of the Corporation's Board of
Directors relating to the authorization of the issuance of shares of
Common Stock under the Plan; and (iv) such other proceedings, documents
and records as I have deemed necessary or appropriate to enable me to
render this opinion.
Based upon the foregoing, it is my opinion that:
1. The Corporation is a corporation validly existing and in
good standing under the laws of the State of Delaware.
2. The Common Stock when issued by the Company in the manner
and for the consideration contemplated under the Plan will be validly
issued, fully paid and nonassessable.
3. The Rights to be issued with the Common Stock have been
duly and validly authorized by all corporate action.
I consent to the use of this opinion as Exhibit 5 to the
Registration Statement, and I further consent to the use of my name in the
Registration Statement. In giving this consent, I do not admit that I am
an "expert" within the meaning of Section 11 of the Securities Act or
within the category of persons whose consent is required by Section 7 of
the Securities Act.
Very truly yours,
Susan F. Marrinan
Vice President, Secretary
and General Counsel
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated
January 31, 1995 included (or incorporated by reference) in Snap-on
Incorporated's Form 10-K for the year ended December 31, 1994 and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
April 24, 1995
