Registration No. 333-
_________________
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]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
_________________
CALCULATION OF REGISTRATION FEE
Proposed
Title of Each Maximum Proposed
Class of Offering Maximum
Securities Amount Price Aggregate Amount of
to be to be Per Offering Registration
Registered Registered(1)(2) Unit(2) Price(2) Fee(1)(2)
Common Stock,
$1 par value 1,000,000 shares $44.0625 $44,062,500 $12,999
Preferred Stock
Purchase
Rights 1,000,000 rights (3) (3) (3)
(1) 607,333 and 376,667 shares of Common Stock (and related Preferred Stock
Purchase Rights), and the corresponding filing fees of $4,450 and
$4,289 that were previously paid by the Registrant, are being carried
forward from the Registrant's earlier Registration Statements on Form
S-3, Registration No. 33-37924 and Registration No. 333-21285,
respectively.
(2) 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 November 28, 1997.
(3) 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.
________________________
Pursuant to Rule 429, the Prospectus referred to herein also relates
to the Registrant's Registration Statements on Form S-3, Registration No.
33-37924 and Registration No. 333-21285.
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 the
Registration Statement shall become effective on such date as the
Commission acting pursuant to said section 8(a), may determine.
___________________________________
<PAGE>
PROSPECTUS SNAP-ON INCORPORATED
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
The Dividend Reinvestment and Direct Stock Purchase Plan (the "Plan")
of Snap-on Incorporated (the "Company") provides new interested investors
and holders of the Company's common stock, $1 par value (the "Common
Stock"), who elect to participate in the Plan with a simple and convenient
way to invest in the Company through new investments in Common Stock and
reinvestments of cash dividends in additional shares of Common Stock
without incurring brokerage commissions or service charges.
Shares of Common Stock obtained by a Plan participant through initial
investments, application of funds from additional cash payments or cash
dividends paid on shares enrolled in the Plan for which the participant
has elected dividend reinvestment, will be reflected in book-entry form in
an account in the participant's name ("Plan Account"). A participant may
also elect to deposit stock certificates with the Plan administrator for
safekeeping.
The dividend reinvestment and/or cash payment options offered under
the Plan for eligible participants are:
Full Dividend Reinvestment - A participant may elect to have all cash
dividends paid on all of his/her shares of Common Stock automatically
reinvested in additional shares of Common Stock.
Partial Dividend Reinvestment - A participant may elect to
automatically reinvest cash dividends received on a specified portion of
his/her shares of Common Stock while continuing to receive any dividends
declared on remaining shares.
Additional Cash Payments - A participant may elect to make additional
investments provided that these investments may be not less than $100 per
payment ($500 in the case of an initial investment by a participant who is
not a shareholder of record of Common Stock) nor more than $150,000 per
year, whether or not the dividends to be received on any of the
participant's Common Stock are then being reinvested pursuant to the Plan.
Shares of Common Stock purchased for Plan participants will consist
of authorized but unissued shares, treasury shares or shares acquired in
market or negotiated transactions at the Company's sole discretion. The
price of shares of Common Stock purchased for Plan participants will be
the Average Price. See "Purchases" for the definition of Average Price.
Plan participants may elect to participate in one or more options
offered under the Plan by completing and signing an Enrollment
Authorization Form and delivering it to First Chicago Trust Company of New
York, the administrator of the Plan (the "Administrator").
Participation in the Plan is strictly voluntary. Shareholders who do
not wish to participate in the Plan will continue to receive cash
dividends, as declared. Participants may terminate their participation in
the Plan at any time.
This Prospectus relates to up to 1,984,000 shares of Common Stock
registered and reserved for purchase under the Plan and 1,984,000
Preferred Stock Purchase Rights (the "Rights") which currently are
attached to, and trade with, the shares of Common Stock. Neither the
Company nor the Administrator can nor do they assure a participant of a
profit or protection against a loss on shares purchased under the Plan.
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.
The date of this Prospectus is , 1997.
<PAGE>
DESCRIPTION OF THE PLAN
The following description, in question and answer form, constitutes
the Plan that is offered by this Prospectus to interested investors and
holders of record of Common Stock.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide interested new investors and
holders of record of Common Stock with a simple and convenient method of
investing in the Company through new investments in Common Stock and
through reinvestment of cash dividends in additional shares of Common
Stock without the cost associated with normal brokerage transactions.
Also, to the extent shares of Common Stock are purchased under the Plan
directly from the Company, the Plan will provide the Company with an
additional source of funds for general corporate purposes.
Advantages
2. What advantages do I have if I participate in the Plan?
* All fees and brokerage commissions in connection with purchases of
Common Stock through the Plan, as well as administrative costs (other
than those incurred upon any sales of shares from a participant's
Plan Account and those incurred in connection with purchases through
automatic deductions from your account at any U.S. bank or financial
institution ("Bank Account")), are paid by the Company.
* If you are not a holder of Common Stock, you may invest in Common
Stock and become a Plan participant by making an initial
investment through the Plan ("Initial Investment") of at least
$500 by check, or by authorizing automatic withdrawals of at least
$100 per month from your Bank Account for a minimum of five
consecutive months.
* You may increase your investment in the Company by automatically
reinvesting all or part of your cash dividends in additional shares
of Common Stock.
* You may receive cash dividends on all your shares, including those
held in your Plan Account.
* You may make additional cash payments to purchase additional shares
of Common Stock ("Additional Cash Payments") at any time, from a
minimum of $100, by check or by automatic deduction from your Bank
Account, up to a total of $150,000 per calendar year, regardless of
whether dividends are being reinvested.
* Full and fractional shares are credited in book-entry form to your
Plan Account.
* You may avoid the necessity of safekeeping certificates for shares of
Common Stock credited in book-entry form to your Plan Account.
* You may deposit for safekeeping into your Plan Account any Common
Stock certificates you may hold.
* Your recordkeeping is simplified since participants receive
statements of their Plan Accounts after each purchase of shares.
* You may transfer shares by gift to the Plan Account of another
person.
Participation
3. Who is eligible to participate in the Plan?
Any interested investor, including all shareholders of record of
Common Stock (including employees of the Company), is eligible to
participate in the Plan. If you are a citizen or resident of, or are
organized or incorporated in a country other than the United States, you
must determine that your participation in the Plan would not violate local
laws applicable to the Company, the Plan or you. A shareholder of record
may participate in the Plan by completing an Enrollment Authorization Form
and returning it to the Administrator. If you are not currently a record
holder of Common Stock, then you must complete an Initial Investment Form
and send it to the Administrator. The Initial Investment Form must be
accompanied by either an Authorization Form for Automatic Deductions of at
least $100 per month for a minimum of five months, or an Initial
Investment in the form of a check or money order, made payable (in U.S.
Dollars) to "First Chicago-Snap-on". The minimum amount for an Initial
Investment is $500 by check or money order, and the maximum amount cannot
exceed $150,000 in a calendar year.
4. May I participate if my shares are held for me in the name of my bank
or broker?
Beneficial owners of Common Stock who wish to participate in the Plan
but whose shares are held for them in registered names other than their
own (such as in the names of brokers, bank nominees or trustees) must
become holders of record by having shares transferred into their own
names, after which they may enroll in the Plan by completing an Enrollment
Authorization Form as described above in Question 3.
5. What are my dividend options?
The Enrollment Authorization Form and the Initial Investment Form
provide for the purchase of additional shares of Common Stock and/or the
disbursement of cash dividends through the following options:
* Dividend Reinvestment
* Full Dividend Reinvestment - You may elect to automatically reinvest
cash dividends paid on all of your shares in additional shares of
Common Stock and have the ability to purchase additional shares of
Common Stock through Additional Cash Payments.
* Partial Dividend Reinvestment - You may elect to automatically
receive cash dividends on a specified portion of your shares and
reinvest dividends on the balance of your shares. You may also
purchase additional shares of Common Stock through Additional Cash
Payments.
* Cash Dividends
You may elect to automatically receive cash dividends paid on all of
your shares and have the ability to purchase additional shares of
Common Stock through Additional Cash Payments. Cash dividends will
be paid by check via First Class Mail to your address of record.
Alternatively, you may elect that these dividends be transferred to
your Bank Account via electronic funds transfer by completing a
Direct Deposit Authorization Form and returning it to the
Administrator. This form is not part of the Enrollment Authorization
Form or the Initial Investment Form and must be specifically
requested from the Administrator. You may change your Bank Account
by delivering a new, valid and usable Direct Deposit Authorization
Form to the Administrator. If the designated electronic funds bank
routing number or Bank Account number proves unusable for any reason,
then the Administrator will mail a check for the subject dividend via
First Class Mail to your address of record.
By completing an Enrollment Authorization Form or Initial Investment
Form, you are also appointing the Administrator as your agent. You
are directing the Administrator to receive and apply the following to
the purchase of shares of Common Stock:
* all or part of your cash dividends as specified by you,
* any Additional Cash Payments you may make as a participant, and
* your Initial Investment, if applicable.
6. When will dividend reinvestment commence?
Reinvestment of dividends will commence with the first dividend paid
following your enrollment in the Plan, so long as the Administrator has
received your Enrollment Authorization Form prior to the record date for
that dividend payment. The Administrator must return to a participant
within thirty (30) days after the dividend payment date any portion of the
cash dividends that it has not invested in shares of Common Stock.
7. May I deposit in my Plan Account shares of Common Stock that are
already registered in my name?
Yes. At the time of enrollment in the Plan, or at any later time,
participants may use the Plan's share safekeeping service to deposit any
Common Stock certificates in their possession with the Administrator.
Shares deposited will be transferred into the name of the Administrator or
its nominee and credited to the participant's account under the Plan.
Thereafter, such shares will be treated in the same manner as shares
purchased through the Plan. If a certificate issuance is later requested,
then a new, differently numbered certificate will be issued.
By using the Plan's share safekeeping service, participants no longer
bear the risk associated with loss, theft or destruction of Common Stock
certificates. Also, because shares deposited with the Administrator are
treated in the same manner as shares purchased through the Plan, they may
be transferred or sold through the Plan in a convenient and efficient
manner. There is no charge for this custodial service.
Participants who wish to deposit their Common Stock certificates with
the Administrator must mail their request and their certificates to the
Administrator. The certificates should not be endorsed.
To insure against loss resulting from mailing certificates, the
Administrator will provide mail insurance free of charge. To be eligible
for certificate mailing insurance, a shareholder must observe the
following guidelines. Certificates must be mailed in brown, pre-addressed
return envelopes supplied by the Administrator. Certificates mailed to
the Administrator will be insured for up to $25,000 current market value
provided they are mailed first class. Participants should contact the
Administrator for information about sending certificates having a current
market value in excess of $25,000. Shareholders must notify the
Administrator of any lost certificate claim within thirty (30) calendar
days of the date the certificates were mailed. To submit a claim, a
shareholder must be a participant in the Plan or the shareholder's loss
must be incurred in connection with becoming a participant in the Plan.
In the latter case, the claimant must enroll in the Plan at the time the
insurance claim is processed. The maximum insurance protection provided
is $25,000, and coverage is available only when the certificate(s) are
sent to the Administrator in accordance with the guidelines described
above.
Insurance covers the replacement of shares of Common Stock, but in no
way protects against any loss resulting from fluctuations in the value of
such shares from the time the shareholder mails the certificates until
such time as replacement can be effected.
If the participant does not use the brown pre-addressed envelope
provided by the Administrator, then certificates mailed should be insured
for possible mail loss for 2% of the market value (minimum of $20.00);
this represents the participant's replacement cost if the certificates are
lost in transit to the Administrator.
8. May I change my method of participation?
Yes. You may change your method of participation at any time by
completing and returning a new Enrollment Authorization Form to the
Administrator. The change will become effective with the dividend payment
following the receipt of your change instructions, so long as they are
received by the Administrator prior to the record date for that dividend
payment.
Additional Cash Payments
9. How are Additional Cash Payments made?
* Initial Investment or Additional Cash Payments - You may elect to
invest in Common Stock at any time by making Additional Cash Payments
of not less than $100 per payment nor more than $150,000 per year
(including for this purpose the amount of your Initial Investment, if
applicable). You may make Additional Cash Payments under each of the
three dividend options described above in Question 5.
All shares or fractional shares of Common Stock purchased for your
Plan Account with Additional Cash Payments will be credited in book-
entry form to your Plan Account.
You may make Additional Cash Payments at any time or from time to
time by forwarding to the Administrator a check or money order payable (in
U.S. Dollars) to "First Chicago-Snap-on" together with one of the
following:
* your Enrollment Authorization Form,
* the transaction form attached to each statement of your Plan
Account, or
* written instructions to the Administrator.
You should indicate your Plan Account number on all communications
relating to your Plan account.
The Company may, at its option, establish a procedure to allow
employees of the Company to elect to have Additional Cash Payments
automatically deducted from their paychecks.
You may elect to have Additional Cash Payments transmitted to the
Administrator via automatic deductions from your Bank Account. To
initiate automatic investments, you must complete and sign an
Authorization Form for Automatic Deductions and return it to the
Administrator. Authorization forms will become effective as promptly as
practicable; however, you should allow four to six weeks for your first
investment to be initiated. You may thereafter change your Bank Account
by forwarding a new, completed, valid and usable Authorization Form for
Automatic Deductions to the Administrator.
Once automatic deductions are begun, funds will be withdrawn from
your Bank Account on either the 1st or 15th of each month, or both (as
chosen by you), or the next business day if either the 1st or the 15th is
not a business day, and will normally be invested within five business
days (as described in Question 18). A fee in the amount equal to the
Administrator's fee in connection with each automatic deduction (currently
$2.00 per transaction, subject to change) will be subtracted from the
amount drawn from your Bank Account prior to investment. In the event
that at any time the designated bank routing number or Bank Account number
proves unusable for any reason, the Administrator will advise you of the
failed transmission and of the resulting inability to execute the
transaction requested. In the event that a debit fails because the Bank
Account has insufficient funds to cover the requested deduction, a
separate fee will be charged to you.
10. When are Additional Cash Payments invested?
Additional Cash Payments are invested in additional shares of Common
Stock at least once per week on the Investment Date, so long as such
Additional Cash Payments have been received by the Administrator prior to
the applicable Investment Date. Any Additional Cash Payments received
after this deadline will be held until, and invested on, the next
Investment Date. However, the Administrator must return any such payment
to you within thirty-five (35) days of its receipt if it has not invested
such Additional Cash Payment in additional shares of Common Stock.
11. May I withdraw Additional Cash Payments?
Yes. You may withdraw your uninvested Additional Cash Payments at
any time by telephone or written request to the Administrator, so long as
your request is received by the Administrator at least 48 hours prior to
the Investment Date.
Administration
12. Who administers the Plan?
The Administrator administers the Plan, effects purchases and sales
of Common Stock for the Plan, maintains physical custody of the
certificates for shares of Common Stock credited to an account under the
Plan in the name of its nominee, issues certificates for shares of Common
Stock or effects the sale of shares of Common Stock which are withdrawn
from the Plan, maintains records, sends statements of account to
participants, provides and receives shareholder information and proxies
for Plan participants and performs other duties relating to the Plan. The
Company will perform certain bookkeeping and similar administrative
functions, including providing the Administrator with dividend payments.
13. What reports will be sent to participants in the Plan?
Whenever you purchase, sell or deposit shares through the Plan, you
will promptly receive a transaction advice with the details of the
transaction.
All shares you hold or purchase through the Plan are recorded in your
Plan Account. After each dividend reinvestment, you will receive a
detailed statement showing the amount of the latest dividend reinvested,
the purchase price per share, the number of shares purchased, the total
book-entry shares held in your Plan Account and the number of shares
registered in your name upon which dividends are reinvested. The
statement will also show all year-to-date account activity, including
purchases, sales, certificate deposits or withdrawals and dividend
reinvestments. This will enable you to review your complete Plan Account
book-entry holdings at a glance.
On each quarterly statement and transaction advice you will find
information such as how to buy or sell shares through the Plan and where
to call or write for additional information. In addition, you will
receive a comprehensive year-end statement summarizing activity in your
Plan Account for the entire year, which is helpful for record keeping and
tax purposes.
You will be provided copies of communications sent to all
shareholders generally, including the Company's annual report to
shareholders, notice of annual meeting and proxy statement, and income tax
information for reporting dividends paid.
14. What are the risks of participating in the Plan?
As a participant, you bear the risk of fluctuations in the market
price of the Common Stock in your Plan Account. Your investment risks in
shares acquired and/or deposited for safekeeping under the Plan are no
different from your investment risks in shares held directly by you. No
interest will be paid on funds held by the Administrator pending
investment under the Plan.
The Company and the Administrator reserve the right to interpret and
regulate the operation of the Plan as the Company deems necessary or
desirable. Neither the Company nor any successor to the Company, the
Administrator, its successor or other person serving in any capacity in
connection with the Plan will be liable in connection with the
interpretation, operation, regulation or administration of the Plan for
any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability arising out of
failure to terminate a participant's account upon the participant's death
prior to receipt of written notice of such death, with respect to the
price or prices at which shares of Common Stock are purchased or sold for
a participant's account, concerning the times purchases or sales are made
and the value of shares of Common Stock held for a participant's Plan
Account.
Purchases
15. What is the source of shares of Common Stock purchased under the
Plan?
Shares of Common Stock purchased under the Plan will, in the
Company's sole discretion, be newly issued shares of previously authorized
and unissued Common Stock, treasury shares or shares purchased by the
Administrator in market or negotiated transactions with persons other than
the Company or its affiliates.
16. What will be the price of shares purchased under the Plan?
The price per share of all shares of Common Stock purchased under the
Plan will be the Average Price, as defined below:
* In the case of purchases of the Company's authorized but unissued
shares or treasury shares, the Average Price is determined by
averaging the high and low sale prices of shares of Common Stock as
reported on the New York Stock Exchange - Composite Transactions
Reporting System on the applicable Investment Date.
* In the case of purchases of shares in market or negotiated
transactions, the Average Price will be the weighted average purchase
price per share for all shares purchased for all participants for the
applicable Investment Date.
The Company will utilize the net proceeds from the sale of shares of
Common Stock under the Plan for its general corporate purposes.
17. How many shares will be purchased for participants?
The Administrator will apply all funds received by it from you or on
your behalf to the purchase of shares of Common Stock. Your Plan Account
will be credited in book entry form with the number of shares, including
fractional shares, equal to the total amount to be invested for your
account divided by the Average Price.
18. When will purchases of shares be made under the Plan?
Purchases of shares from the Company under the Plan will be made on
the applicable Investment Dates. The Investment Dates for cash dividends
are the dividend payment dates. There will be at least one Investment
Date per week for funds received from Initial Investments and Additional
Cash Payments, except in each case where deferral is necessary to comply
with applicable federal or state securities laws; however, if any of those
days is not a day on which the Common Stock trades on the New York Stock
Exchange, then the Investment Date will be the next trading day.
Dividends are normally paid quarterly. In the event shares are purchased
in market or negotiated transactions, such purchases will begin on the
applicable Investment Date and will be completed as soon as practicable.
19. How will market purchases be made?
Open market purchases and purchases made through negotiated
transactions may be made by the Administrator, or an agent selected by the
Administrator, acting on behalf of Plan participants on any securities
exchange where the Common Stock is traded, in the over-the-counter market,
or in negotiated transactions, and may be subject to terms agreed to by
the Administrator or purchasing agent with respect to price, delivery, and
other conditions. In making market purchases, the Administrator or
purchasing agent may combine the funds of Plan participants. Neither the
Company nor any participant will have any authority or power to direct the
time or price at which shares may be purchased or the selection of the
broker or dealer through or from whom purchases are to be made.
Government or exchange regulations may require the temporary curtailment
or suspension of purchases of Common Stock under the Plan, and neither the
Administrator nor the Company will be accountable for the inability to
make purchases at those times. If a curtailment or suspension continues,
uninvested funds held under the Plan will be refunded to the participants
pursuant to the requirements of Questions 6 and 10.
Transfers
20. May I transfer shares to the Plan Account of another person?
You may elect to transfer to the Plan Account of any person any
number of book-entry in your Plan Account. You may effect such transfer
by delivering to the Administrator the documentation necessary to be
completed and received prior to such transfer. The Administrator will
deliver a notice of any such transaction to each such transferor and
transferee advising of the subject transaction.
If the transferee is already a Plan participant as of the date on
which shares are credited to his/her Plan Account through a transfer, the
payment of dividends allocable to such transferred shares will be made
according to the instructions previously provided by the transferee for
his/her Plan Account.
If the transferee is not already a Plan participant as of the date on
which shares are credited to his/her Plan Account through a transfer, the
Administrator will open a Plan Account in the name of the transferee using
the information provided by the transferor, and the Administrator will
send the transferee a prospectus and any related documentation as soon as
reasonably practicable, whereupon the transferee will be eligible to
submit Additional Cash Payments to the Plan. Absent direction to the
contrary from the transferor, the transferee's account will be enrolled in
the Plan under the full dividend reinvestment option as described in
Question 5. The transferee may change the investment option after the
gift has been made as described in Question 8.
Costs
21. Do I incur any expenses in connection with the Plan?
The Company will pay all brokerage commissions and administration and
service charges incurred in connection with the Plan and the purchase of
shares of Common Stock under the Plan. However, you will be charged a
transaction fee on (i) any sales of shares from your Plan Account
(currently $15.00 per transaction plus $0.12 per share, subject to change)
and (ii) purchases through electronic fund transfer transactions in an
amount equal to the Administrator's fee in connection with such
transaction (currently $2.00 per transaction, subject to change). You
should also note the discussion in Question 29 regarding the federal
income tax consequences to you of the Company's paying these costs.
Voting
22. How will shares credited to a participant's account under the Plan be
voted at meetings of shareholders?
You may vote any full shares credited to your Plan Account in person
or by proxy. Your proxy voting card will include any full shares credited
to your Plan Account and shares registered in your name. Shares credited
to your Plan Account will not be voted unless you or your proxy vote them.
Fractional shares will not be voted.
You will be recognized as a shareholder of Common Stock for purposes
of eligibility for admission to the Company's shareholder meetings, voting
of the full shares of Common Stock allocable to your Plan Account,
disposing of the shares of Common Stock allocable to your Plan Account,
and the communications which the Company may from time to time send to its
shareholders.
Solicitation of the exercise of your voting rights by the management
of the Company and others under a proxy or consent provision applicable to
all beneficial holders of Common Stock will be permitted. Solicitation of
the exercise of your tender or exchange offer rights by management of the
Company and others will also be permitted.
Termination of Participation
23. How do I terminate participation in the Plan?
You may terminate your participation in the Plan at any time by
telephone or a written notice of termination to the Administrator.
24. When is a termination notice effective?
Termination of your participation in the Plan will be effective upon
the Administrator's receipt of your telephone or written notice of
termination.
25. What will I receive upon termination?
The Administrator will send you, as promptly as practicable after the
Administrator's receipt of your telephone or written notice of
termination, a certificate for the whole shares held in your Plan Account
and a cash payment for any fractional share based upon the then current
market value of the Common Stock less any brokerage commission, any
service fee and any other costs of sale. However, you may request in your
telephone or written notice of termination that all or part of the shares
credited to your Plan Account be sold. In this case, the shares credited
to your Plan Account will be sold by the Administrator. The sale price
will be the average per share price of sales of Common Stock made by the
Administrator on behalf of Plan participants on your sale date. The
proceeds of the sale, less any brokerage commissions, a service fee and
any other costs of sale will be forwarded to you by check by the
Administrator as promptly as practicable.
Modification, Suspension or Termination of the Plan
26. May the Plan be changed or discontinued?
Yes. The Company and the Administrator reserve the right to amend,
suspend, modify or terminate the Plan at any time. All participants will
receive notice of any suspension, termination or significant amendment or
modification of the Plan. If the Company terminates the Plan, then share
certificates will be issued for any whole shares and cash payments will be
made for any fractional shares credited to Plan Accounts (as described in
Question 25 above).
Issuance of Certificates
27. Will stock certificates be issued for shares of Common Stock
purchased?
Normally, you will not be issued certificates for Common Stock
purchased for your Plan Account. Shares are held on behalf of the Plan
participants by the Administrator. However, upon your telephone or
written request, the Administrator will issue or cause to be issued to you
a certificate for all or any portion of the full shares credited to your
Plan Account.
Sale of Shares
28. Can I sell shares held in my Plan Account?
Participants may request the Administrator to sell any number of
whole shares held in their Plan Accounts by completing the information on
the bottom portion of their statement or by giving detailed written
instructions to the Administrator. Alternatively, the participant may
call 1-800-935-9330. This is an automated phone response system
established by the Administrator. The Administrator will initiate the
sale as soon as practicable after receiving the notification. Sales will
be made for the participant's account on the open market by the
Administrator. The Participant will receive the proceeds, less a service
fee (currently $15.00 per transaction, subject to change), a brokerage
commission (currently $0.12 per share sold, subject to change) and any
other costs of sale. The net proceeds of shares sold through the Plan
will be paid to the participant by check.
Federal Income Tax Considerations
29. What are the federal income tax considerations of participation in
the Plan?
For federal income tax purposes, the Plan is designed to result in
you and any nonparticipating shareholder receiving equivalent value as a
result of cash dividends paid by the Company. If shares are acquired for
your Plan Account as a result of reinvestment of cash dividends, then you
will be treated as having received a taxable stock distribution equal to
the full amount of money which could have been received as a cash
dividend. If any brokerage commissions are paid by the Company in the
acquisition of shares on your behalf, then you will also be treated as
having received a constructive taxable distribution in the amount of these
commissions. The Administrator will furnish you with annual information as
to the amount of these taxable distributions to the extent required by
law.
Participants will not recognize taxable income when they receive
certificates for shares credited to their Plan Account, either upon their
request for such certificates or upon withdrawal from or termination of
the Plan. However, participants will generally recognize gain or loss
when full shares acquired under the Plan are sold or exchanged either
through the Plan at their request or by the participants after withdrawal
from or termination of the Plan. Participants will also generally
recognize gain or loss when they receive cash payments for fractional
shares credited to their account upon withdrawal from or termination of
the Plan. The amount of gain or loss will be the difference between the
amount a participant receives for his or her full shares or fractional
shares and the tax basis for such shares. Generally, the gain or loss
will be a capital gain or loss, long-term or short-term depending on the
holding period. Currently, net long-term capital gains of certain
taxpayers are taxed at lower rates than other items of taxable income.
Your tax basis for shares purchased through the Plan (including
fractional shares) will be equal to:
* the amount of the reinvested dividends,
* the amount of Additional Cash Payments,
* the amount of your Initial Investment, if applicable, and
* the amount of any brokerage commissions paid by the Company on your
behalf.
Your holding period for shares purchased through the Plan will begin
on the day following the date on which those shares are credited to your
Plan Account.
Participants should not be treated as receiving an additional taxable
distribution relating to their pro rata share of the Administrator's fees
or other costs of administering the Plan, most of which will be paid by
the Company. However, there can be no assurance that the Internal Revenue
Service ("IRS") will concur with this position. The Company has no
present plans to seek formal advice from the IRS on this issue.
If you are a foreign shareholder subject to U.S. income tax
withholding or are a U.S. shareholder subject to backup withholding on
dividends, then you should consult with your tax adviser as to the effect
of such withholding. Any amount invested on your behalf under these
circumstances will be reduced by the amount of tax required to be
withheld. Likewise, if you sell shares through the Plan and are subject
to backup withholding, you will only receive the net cash proceeds from
such sale.
THE ABOVE DISCUSSION SETS FORTH THE GENERAL FEDERAL INCOME TAX
CONSEQUENCES FOR AN INDIVIDUAL PARTICIPATING IN THE PLAN. THIS DISCUSSION
IS NOT, HOWEVER, INTENDED TO BE AN EXHAUSTIVE TREATMENT OF SUCH TAX
CONSIDERATIONS. FUTURE LEGISLATIVE CHANGES OR CHANGES IN ADMINISTRATIVE
OR JUDICIAL INTERPRETATIONS, 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 IN
THE PLAN, EACH PARTICIPANT IS URGED TO CONSULT HIS OR HER OWN TAX ADVISOR
TO DETERMINE THE PARTICULAR TAX CONSEQUENCES (INCLUDING STATE INCOME TAX
CONSEQUENCES) THAT MAY RESULT FROM PARTICIPATION IN AND THE SUBSEQUENT
DISPOSAL OF SHARES PURCHASED UNDER THE PLAN.
Other Information
30. What happens if the Company pays a stock dividend, declares a stock
split, or makes a rights offering?
Any stock dividends or split shares of Common Stock distributed by
the Company on shares held by the Administrator for a participant's Plan
Account or held by the participants in the form of stock certificates will
be added to the participant's Plan Account. In the event of any change in
the outstanding shares of Common Stock subsequent to the date of this
Prospectus by reason of any stock dividend, stock split, rights offering
on similar transaction, the number of shares of Common Stock covered by
this Prospectus will be appropriately adjusted automatically.
In the event of a rights offering, the participant will receive
rights based upon the total number of whole shares owned, that is, the
total number of shares registered in the participant's name and the total
number of whole shares held in the participant's Plan account.
31. How can I communicate with the Administrator regarding the Plan?
All correspondence and inquiries concerning the Plan should be
directed to:
Snap-on Dividend Reinvestment and Direct Stock Purchase Plan
First Chicago Trust Company of New York
P.O. Box 2598
Jersey City, NJ 07303-2598
Be sure to include a reference to Snap-on in your correspondence.
Telephone
Shareholder customer service, including sale of shares:
1-800-446-2617
An automated voice response system is available 24 hours a day, 7
days a week.
Customer service representatives are available 8:30 a.m. - 7:00
p.m. Eastern time each business day.
Non-shareholders requesting Plan material: 1-800-501-9474
Available 24 hours a day, 7 days a week.
TDD: 1-201-222-4955 Telecommunications device for the hearing
impaired.
Foreign language translation service for more than 140 foreign
languages is available.
Internet
The Administrator's Internet address is "http://www.fctc.com".
Messages forwarded on the Internet will be responded to within
one business day.
E-Mail
The Administrator's E-Mail address is "[email protected]"
DESCRIPTION OF PREFERRED STOCK PURCHASE RIGHTS
On August 22, 1997, the Board of Directors of the Company (the
"Board") declared a dividend distribution of one Right on each outstanding
share of Common Stock to stockholders of record on November 3, 1997. 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 (the "Rights Agent"). The
description of the Rights contained herein is qualified in its entirety by
reference to the Rights Agreement.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding. 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) ten business days following a public announcement that a person or
group (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 or exchange offer that will result
in the person becoming an Acquiring Person (the earlier of such dates
being called the "Distribution Date"). Each Right may then be exercised
to purchase from the Company a unit consisting of one one-hundred and
fiftieth of a share of Series A Junior Preferred Stock of the Company (the
"Preferred Stock") at a purchase price of $190 subject to antidilution
adjustments. Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be transferred with
and only with such 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 certificates. The Rights 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.
In the event that a person becomes an Acquiring Person (other than
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, after receiving advice from one or more
investment banking firms (a "Qualified Offer")), each holder of a Right
(other than Rights that are, or under certain circumstances were, held by
the Acquiring Person) will thereafter have the right to receive Common
Stock (or, in certain circumstances, cash or other property) having a
value equal to two times the exercise price of the Right. However, Rights
are not exercisable following the occurrence of such an event until such
time as the Rights are no longer redeemable by the Company as set forth
below.
If (i) the Company engages in a merger or other business combination
in which (a) the Company is not the surviving corporation (other than
pursuant to a Qualified Offer) or (b) the Company is the surviving
corporation and the Common Stock is changed or exchanged or (ii) 50% or
more of the Company's assets are sold or transferred, each holder of a
Right other than the Acquiring Person will have the right to receive, upon
exercise, common stock of the surviving company having a value equal to
two times the exercise price of a Right.
At any time after a person becomes an Acquiring Person and prior to
the acquisition by such person of 50% or more of the outstanding Common
Stock, the Board may exchange the Rights at an exchange ratio of one share
of Common Stock or one one-hundred and fiftieth of a share of Preferred
Stock per Right. Under certain circumstances, the Board may redeem the
Rights, in whole but not in part, at a price of $.01 per Right. The
Rights have the effect of causing ownership dilution to a person or group
attempting to acquire the Company without approval of Board.
USE OF PROCEEDS
The Company is unable to predict the number of shares of Common Stock
that will be purchased directly from it under the Plan or the prices at
which the shares will be purchased. To the extent that the Common Stock
offered hereby is purchased directly from the Company, the net proceeds
from the sale will be added to the general funds of the Company and will
be used for general corporate purposes.
The Company will pay all fees, commissions and expenses incurred in
connection with the Plan, except for certain electronic funds transfer
fees (currently $2.00 per transaction, subject to change) and fees
associated with sales of shares from a participant's Plan Account
(currently $15.00 per transaction and $0.12 per share sold, subject to
change), which fees shall be paid by the participants.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy statements,
and other information with 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 Seven 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. The Commission also
maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission. The address of such Web site is
http://www.sec.gov. 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.
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 herein.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents and amendments thereto which have been filed
by the Company with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended
(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, 1996; (ii) all other reports filed since December
31, 1996 by the Company pursuant to Section 13(a) or 15(d) of the Exchange
Act; (iii) the description of the Preferred Stock Purchase Rights of the
Company contained in the Registration Statement on Form 8-A dated October
14, 1997, including any amendment or report filed for the purpose of
updating such description; and (iv) the description of Common Stock of the
Company contained in the Registration Statement on Form 8-A dated January
12, 1978, including any amendment or report filed for the purpose of
updating such description.
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 will 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 will 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.
<PAGE>
1,984,000 Shares
SNAP-ON INCORPORATED
Common Stock
______________________
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
______________________
________ __, 1997
TABLE OF CONTENTS
Page
Description of the Plan . . . . . . . . . . . . . . . . . . . . . . . . 2
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Advantages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Additional Cash Payments . . . . . . . . . . . . . . . . . . . . . . . 6
Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Termination of Participation . . . . . . . . . . . . . . . . . . . . 12
Modification, Suspension or Termination of the Plan . . . . . . . . . 12
Issuance of Certificates . . . . . . . . . . . . . . . . . . . . . . 12
Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . 13
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Description of Preferred Stock Purchase Rights . . . . . . . . . . . . 16
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Available Information . . . . . . . . . . . . . . . . . . . . . . . . 17
Incorporation of Certain Documents by Reference . . . . . . . . . . . . 18
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Filing Fee for Registration Statement . . . . . . . . . . $ 17,713
Printing . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000*
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . 3,000*
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . 1,000*
Auditors' Fees and Expenses . . . . . . . . . . . . . . . . . 1,000*
Miscellaneous Expenses . . . . . . . . . . . . . . . . . . . . 9,000*
--------
Total . . . . . . . . . . . . . . . . . . . . . . . . . $ 32,713 *
========
_________
* 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 directors all reasonable costs of defending
against certain litigation upon request of a director, and must indemnify
such director against liabilities incurred in connection with such
litigation to the extent that such director is successful on the merits of
the proceeding, or, if unsuccessful, to the extent that such director
acted in good faith. However, no indemnification will be made under the
Agreement if the director is found to not have acted in good faith. The
advance is subject to repayment under certain circumstances.
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
The exhibits filed herewith or incorporated herein by reference are
set forth on the attached Exhibit Index.
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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed
that which was registered) and any deviation from the
low or high end of the estimated offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20% change in the "Calculation of
Registration Fee" table in the effective 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 will be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time will 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 will be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time will 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 foregoing
provisions, 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
will be governed by the final adjudication of such issue.
<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
November 30, 1997.
SNAP-ON INCORPORATED
By: /s/ R.A. Cornog
R.A. Cornog, Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of November 30, 1997, by
the following persons in the capacities indicated. Each person whose
signature appears below constitutes and appoints Donald S. Huml and Susan
F. Marrinan, and each of them individually, his or her attorneys-in-fact
and agents, with full power of substitution and resubstitution for him or
her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to the
Registration Statement and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and to perform each and every
act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title
/s/ R.A. Cornog Chairman of the Board, President and
R.A. Cornog Chief Executive Officer (Principal
Executive Officer)
/s/ D.S. Huml Senior Vice President - Finance and
D.S. Huml Chief Financial Officer (Principal
Financial Officer and
Principal Accounting Officer)
/s/ B. M. Beronja Director
B. M. Beronja
/s/ D.W. Brinckman Director
D.W. Brinckman
/s/ B.S. Chelberg Director
B.S. Chelberg
/s/ R.J. Decyk Director
R.J. Decyk
/s/ R.F. Farley Director
R.F. Farley
/s/ L.A. Hadley Director
L.A. Hadley
/s/ A.L. Kelly Director
A.L. Kelly
/s/ G.W. Mead Director
G.W. Mead
/s/ E.H. Rensi Director
E.H. Rensi
/s/ J.H. Schnabel Director
J.H. Schnabel
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 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, File No. 1-7724).
4.2 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
30, 1995, File No. 1-7724).
4.3 Rights Agreement dated as of August 22, 1997, between
the Company and First Chicago Trust Company of New
York, as Rights Agent (incorporated herein by
reference to Exhibit 4 to the Company's Current Report
on Form 8-K dated August 22, 1997, 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).
24 Power of Attorney (included in the signature page to
the Registration Statement).
Snap-on Incorporated
_______________________________________________________
Legal Department
November 26, 1997
Snap-on Incorporated
2801-80th Street
Kenosha, Wisconsin 53141-1410
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
"Company") 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 Company's common stock, $1 par value ("Common
Stock"), and related preferred stock purchase rights (the "Rights") that
may be issued pursuant to the Snap-on Incorporated Dividend Reinvestment
and Direct Stock Purchase Plan (the "Plan").
As Vice President, Secretary and General Counsel for the
Company, I am familiar with the Company'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 Company'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 Company is a corporation validly existing and in good
standing under the laws of the State of Delaware.
2. Subject to the second sentence of this paragraph, 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. Section 180.0622(2)(b) of the Wisconsin Statutes
provides that the shareholders of every corporation are personally liable
in an amount equal to the par value of the shares owned by them
respectively for all debts owing to employees of the corporation for
services performed for such corporation, but not exceeding six months'
service in any one case; although the Company is not incorporated in
Wisconsin, the Supreme Court of Wisconsin has construed this statutory
provision to apply to shareholders of foreign corporations licensed to do
business in Wisconsin, which would include the Company.
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,
/s/ Susan F. Marrinan
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
27, 1997, included in Snap-on Incorporated's Form 10-K for the fiscal year
ended December 28, 1996 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Chicago, Illinois
December 1, 1997
