SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
________________________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
SNAP-ON INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 39-0622040
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
2801 80th Street, Kenosha, Wisconsin 53141-1410
(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt securities and
is effective upon filing purusant to General Instruction A(c)(1) please
check the following box. [_]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933
purusant to General Instruction A(c)(2) please check the following
box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class to be Which Each Class is to be
so Registered Registered
Rights to Acquire Series A New York Stock Exchange
Junior Preferred Stock
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
<PAGE>
Item 1. Description of Securities to be Registered
Effective as of June 28, 1996, the Rights Agreement was amended
(the "Amendment").
In connection with the 3-for-2 split of the outstanding common
stock of the Company, par value $1.00 per share (the "Common Stock"), the
Amendment provides a mechanism for adjusting the number of Rights
associated with each share of share of Common Stock in the event of, among
other things, a stock split.
A copy of the Amendment is attached hereto as Exhibit 1.1 and is
incorporated herein by reference. The foregoing description of the Amend-
ment does not purport to be complete and is qualified in its entirety by
reference to the Amendment. Capitalized terms used herein and not other-
wise defined have the meanings ascribed to them in the Registration State-
ment on Form 8-A to which this amendment relates.
Item 2. Exhibits
1.1 Amendment No. 3 to the Rights Agreement
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to the regis-
tration statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
SNAP-ON INCORPORATED
(Registrant)
Date: June 28, 1996 By: /s/ Susan F. Marrinan
Name: Susan F. Marrinan
Title: Vice President, Secretary and
General Counsel
<PAGE>
EXHIBIT INDEX
Page
1.1 Amendment No. 3 to the Rights Agreement . . . . . . . . . . . . 4
AMENDMENT NO. 3 TO THE RIGHTS AGREEMENT
AMENDMENT NO. 3, dated as of June 28, 1996 (this "Amendment"),
to the Rights Agreement, dated as of October 23, 1987, as amended (the
"Rights Agreement"), between Snap-on Tools Corporation, n/k/a Snap-on
Incorporated, 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. Section 13 of the Rights Agreement is amended by inserting
the following at the end of said Section:
"(p) Anything in this Agreement to the contrary notwithstanding, in
the event that the Company shall at any time prior to the Separation Date
(i) declare a dividend on the outstanding shares of Common Stock payable
in shares of Common Stock, (ii) subdivide the outstanding shares of Common
Stock, or (iii) combine the outstanding shares of Common Stock into a
smaller number of shares, the number of Rights associated with each share
of Common Stock then outstanding, or issued or delivered thereafter but
prior to the Separation Date, shall be proportionately adjusted so that
the number of Rights thereafter associated with each share of Common Stock
following any such event shall equal the result obtained by multiplying
the number of Rights associated with each share of Common Stock
immediately prior to such event by a fraction the numerator of which shall
be the total number of shares of Common Stock outstanding immediately prior
to the occurrence of the event and the denominator of which shall be the
total number of shares of Common Stock outstanding immediately following
the occurrence of such event."
2. The term "Agreement" as used in the Rights Agreement shall
be deemed to refer to the Rights Agreement as amended hereby.
3. 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.
4. 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.
5. 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 INCORPORATED
By: /s/ Robert A. Cornog
Name: Robert A. Cornog
Title: Chairman, President and Chief
Executive Officer
HARRIS TRUST AND SAVINGS BANK
By: /s/ James S. Anderson
Name: James S. Anderson
Title: Vice President
