SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SNAP-ON INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 39-0622040
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
2801 80th Street
Kenosha, Wisconsin 53141-1410
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of
the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
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Preferred Stock Purchase New York Stock
Rights Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of
the Act:
None
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(Title of Class)
ITEM 1. Description of Securities To Be Registered
SUMMARY OF RIGHTS TO PURCHASE
PREFERRED STOCK
On August 22, 1997, the Board of Directors of
Snap-on Incorporated (the "Company") declared a dividend
distribution of one Right for each outstanding share of
Company Common Stock to stockholders of record at the
Close of Business on November 3, 1997 (the "Record
Date"). The Rights Agreement (hereinafter defined) also
contemplates the issuance of one Right for each share of
Common Stock which is issued between the Record Date and
the Distribution Date. Each Right entitles the
registered holder to purchase from the Company a unit
consisting of one one-hundred and fiftieth of a share (a
"Unit") of Series A Junior Preferred Stock, par value
$1.00 per share (the "Series A Preferred Stock") at a
Purchase Price of $190.00 per Unit, subject to anti-
dilutive adjustments. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and First Chicago Trust
Company of New York, as Rights Agent.
Initially, the Rights will be attached to all
Common Stock certificates representing shares then
outstanding, and no separate Rights Certificates will be
distributed. Subject to certain exceptions specified in
the Rights Agreement, the Rights will be represented by
the Common Stock certificates and will not be exercisable
or transferable apart from the Common Stock until the
earlier to occur of (i) 10 business days following a
public announcement that a person or group of affiliated
or associated persons (an "Acquiring Person") has
acquired beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the "Stock
Acquisition Date"), other than as a result of repurchases
of stock by the Company or certain inadvertent actions by
institutional or certain other stockholders or (ii) 10
business days (or such later date as the Board shall
determine) following the commencement of a tender offer
or exchange offer that would result in a person or group
becoming an Acquiring Person (the earlier of such dates
being called the "Distribution Date"). Until the
Distribution Date, (i) the Rights will be evidenced by
the Common Stock certificates and will be transferred
with and only with such Common Stock certificates, (ii)
new Common Stock certificates issued after the Record
Date will contain a notation incorporating the Rights
Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Stock outstanding
will also constitute the transfer of the Rights
associated with the Common Stock represented by such
certificate. Pursuant to the Rights Agreement, the
Company reserves the right to require prior to the
occurrence of a Triggering Event (as defined below) that,
upon any exercise of Rights, a number of Rights be
exercised so that only whole shares of Preferred Stock
will be issued.
The Rights are not exercisable until the
Distribution Date and will expire at 5:00 P.M. (Chicago,
Illinois time) on November 3, 2007, unless such date is
extended or the Rights are earlier redeemed or exchanged
by the Company as described below.
As soon as practicable after the Distribution
Date, Rights Certificates will be mailed to holders of
record of the Common Stock as of the Close of Business on
the Distribution Date and, thereafter, the separate
Rights Certificates alone will represent the Rights.
Except as otherwise determined by the Board of Directors,
only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring
Person, except pursuant to an offer for all outstanding
shares of Common Stock determined by at least a majority
of the independent directors to be at a price which is
fair and not inadequate and to otherwise be in the best
interests of the Company and its stockholders, after
receiving advice from one or more investment banking
firms (a "Qualified Offer"), each holder of a Right will
thereafter have the right to receive, upon exercise,
Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a
value equal to two times the exercise price of the Right.
Notwithstanding any of the foregoing, following the
occurrence of the event set forth in this paragraph, all
Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person will be null and void.
However, Rights are not exercisable following the
occurrence of the event set forth above until such time
as the Rights are no longer redeemable by the Company as
set forth below.
In the event that, at any time following the
Stock Acquisition Date, (i) the Company engages in a
merger or other business combination transaction in which
the Company is not the surviving corporation (other than
with an entity which acquired the shares pursuant to a
Qualified Offer), (ii) the Company engages in a merger or
other business combination transaction in which the
Company is the surviving corporation and the Common Stock
of the Company is changed or exchanged, or (iii) 50% or
more of the Company's assets, cash flow or earning power
is sold or transferred, each holder of a Right (except
Rights which have previously been voided as set forth
above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a
value equal to two times the exercise price of the Right.
The events set forth in this paragraph and in the second
preceding paragraph are referred to as the "Triggering
Events."
At any time after a person becomes an Acquiring
Person and prior to the acquisition by such person or
group of fifty percent (50%) or more of the outstanding
Common Stock, the Board may exchange the Rights (other
than Rights owned by such person or group which have
become void), in whole or in part, at an exchange ratio
of one share of Common Stock, or one one-hundred and
fiftieth of a share of Preferred Stock (or of a share of
a class or series of the Company's preferred stock having
equivalent rights, preferences and privileges), per Right
(subject to adjustment).
At any time prior to the earlier of (i) the
Close of Business on the tenth business day following the
Stock Acquisition Date, (or, if the Stock Acquisition
Date shall have occurred prior to the Record Date, the
Close of Business on the tenth Business Day following the
Record Date), or (ii) Final Expiration Date, the Board of
Directors may, at its option, redeem the Rights in whole,
but not in part, at a price of $.01 per Right (payable in
cash, Common Stock or other consideration deemed
appropriate by the Board of Directors). Immediately upon
the action of the Board of Directors ordering redemption
of the Rights, the Rights will terminate and the only
right of the holders of Rights will be to receive the
$.01 redemption price. The foregoing notwithstanding, in
the event that a majority of the Board of Directors of
the Company is elected by stockholder action by written
consent, or is comprised of persons elected at a meeting
of stockholders who were not nominated by the Board of
Directors in office immediately prior to such meeting,
then the Rights shall not be redeemed if such redemption
is reasonably likely to have the purpose or effect of
allowing any person to become an Acquiring Person or
otherwise facilitating the occurrence of Triggering Event
or a transaction with an Acquiring Person, for a period
of one hundred eighty (180) days following the
effectiveness of such election.
Until a Right is exercised, the holder thereof,
as such, will have no rights as a stockholder of the
Company, including, without limitation, the right to vote
or to receive dividends. While the distribution of the
Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the
circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other
consideration) of the Company or for common stock of the
acquiring company or in the event of the redemption of
the Rights as set forth above.
Any of the provisions of the Rights Agreement
may be amended by the Board of Directors of the Company
prior to the Distribution Date. After the Distribution
Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, to
make changes which do not adversely affect the interests
of holders of Rights, or to shorten or lengthen any time
period under the Rights Agreement with a few exceptions.
The foregoing notwithstanding, no amendment may be made
at such time as the Rights are not redeemable.
As of September 19, 1997, there were
66,324,703 shares of Common Stock of the Company issued
and 5,454,913 shares of Common Stock of the Company in
the treasury. As of September 19, 1997, there were
11,318,399 shares of Common Stock reserved for issuance.
Each share of Common Stock of the Company outstanding at
the Close of Business on November 3, 1997, will receive
one Right. So long as the Rights are attached to the
Common Stock, one additional Right (as such number may be
adjusted pursuant to the provisions of the Rights
Agreement) shall be deemed to be delivered for each share
of Common Stock issued or transferred by the Company in
the future. In addition, following the Distribution Date
and prior to the expiration or redemption of the Rights,
the Company may issue Rights when it issues Common Stock
only if the Board deems it to be necessary or
appropriate, or in connection with the issuance of shares
of Common Stock pursuant to the exercise of stock options
or under employee plans or upon the exercise, conversion
or exchange of certain securities of the Company.
450,000 shares of Preferred Stock are initially reserved
for issuance upon exercise of the Rights.
The Rights may have certain anti-takeover
effects. The Rights will cause substantial dilution to a
person or group that attempts to acquire the Company in a
manner which causes the Rights to become discount Rights
unless the offer is conditional on a substantial number
of Rights being acquired. The Rights, however, should
not affect any prospective offeror willing to make an
offer at a fair price and otherwise in the best interests
of the Company and its stockholders as determined by a
majority of the Directors who are not affiliated with the
person making the offer, or willing to negotiate with the
Board. The Rights should not interfere with any merger
or other business combination approved by the Board since
the Board may, at its option, at any time until ten
business days following the Stock Acquisition Date redeem
all but not less than all of the then outstanding Rights
at the Redemption Price.
The Rights Agreement, dated as of August 22,
1997, between the Company and First Chicago Trust Company
of New York, as Rights Agent, specifying the terms of the
Rights is attached hereto as an exhibit and is
incorporated herein by reference. The foregoing
description of the Rights is qualified in its entirety by
reference to such exhibit. A Certificate of Designation,
Preferences and Rights setting forth the terms of the
Preferred Stock was filed with the Secretary of State of
the State of Delaware on October 23, 1987.
ITEM 2. Exhibits.
Exhibit Description Page
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1 Rights Agreement, dated as of August 22,
1997 between Snap-on Incorporated and
First Chicago Trust Company of New York,
as Rights Agent, including the Certificate
of Designation as Exhibit A, the form of
Rights Certificate as Exhibit B and the
Summary of Rights to Purchase Preferred
Stock as Exhibit C. Pursuant to the
Rights Agreement, printed Rights
Certificates will not be mailed until
after the Distribution Date (as such term
is defined in the Rights Agreement).
(Incorporated by reference to Exhibit No.4
to the Current Report on Form 8-K of Snap-
on Incorporated, dated August 22, 1997)
SIGNATURE
Pursuant to the requirements of Section 12 of
the Securities Exchange Act of 1934, the Registrant has
duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: October 14, 1997 Snap-on Incorporated
By: /s/ Susan F. Marrinan
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Susan F. Marrinan
General Counsel
