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. [X]
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
Title of Each Proposed Proposed
Class of Amount Maximum Maximum
Securities to be Offering Aggregate Amount of
to be Registered(1) Price Per Offering Registration
Registered (2) Unit(2) Price(2) Fee(1)(2)
Common Stock, 392,667 $37.57 $14,752,499 $4,471
$1 par value shares
Preferred Stock 261,778 (3) (3) (3)
Purchase rights
Rights
(1) 607,333 shares of Common Stock (and related Preferred Stock Purchase
Rights), and the corresponding filing fee of $4,450 that was
previously paid by the Registrant, are being carried forward from the
Registrant's earlier Registration Statement on Form S-3, Registration
No. 33-37924.
(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 January 31, 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 Statement on Form S-3, Registration No.
33-37924.
<PAGE>
PROSPECTUS
SNAP-ON INCORPORATED
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of
Snap-on Incorporated (the "Company") provides 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 cash dividends and
optional cash payments in additional shares of Common Stock without
incurring brokerage commissions or service charges.
The dividend reinvestment and/or cash payment options offered under
the Plan for eligible shareholders of record are:
Full Dividend Reinvestment - A participant may elect to have all cash
dividends paid on the Common Stock held of record by such participant
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
the participant's shares of Common Stock while continuing to receive any
dividends declared on the other shares in cash.
Optional Cash Payments - A participant may elect to make optional
investments provided that these investments may be not less than $100 per
payment nor more than $5,000 in each calendar quarter (a maximum of
$20,000 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. Since no interest will be paid on optional cash payments, they
should be sent to the Administrator so as to be received shortly before
the deadline with respect to an Investment Date. See "Purchases" for a
description of the Investment Date.
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.
Shareholders of record may elect to participate in one or more
options offered under the Plan by completing and signing an Authorization
and Enrollment Form and delivering it to Harris Trust and Savings Bank,
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 1,000,000 shares of Common Stock
registered and reserved for purchase under the Plan and 666,667 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 February 6, 1997.
<PAGE>
DESCRIPTION OF THE PLAN
The following description, in question and answer form, constitutes
the Plan that is offered by this Prospectus to holders of record of Common
Stock.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of Common
Stock with a simple and convenient method of reinvesting cash dividends
and, if they so elect, optional cash payments, in additional shares of
Common Stock without the cost and time associated with normal brokerage
transactions. Also, to the extent shares of Common Stock are purchased
under the Plan directly from the Company, the Company will be provided
with an additional source of funds for general corporate purposes.
Advantages
2. What advantages do I have if I participate in the Plan?
- You may increase your investment in the Company by automatically
reinvesting all or part of your cash dividends in additional shares
of Common Stock.
- All fees, brokerage commissions and administrative costs, other than
those incurred upon any sales of shares from a participant's Plan
account, are paid by the Company.
- Your recordkeeping is simplified since participants receive
statements of their Plan accounts at least once every quarter.
- You will avoid the necessity of safekeeping certificates for shares
of Common Stock credited to your Plan account.
- Full and fractional shares are credited to your Plan account, and all
dividends on full and fractional shares in your Plan account are
automatically reinvested.
- You may make optional cash payments for additional shares of Common
Stock, regardless of whether dividends are being reinvested.
Participation
3. Who is eligible to participate in the Plan?
All shareholders of record of Common Stock, including employees of
the Company, are eligible to participate in the Plan. If you wish to
participate in the Plan, complete an Authorization and Enrollment Form and
return it to the Administrator. Reinvestment of dividends will commence
with the first dividend paid following your enrollment in the Plan, so
long as the Administrator has received your Authorization and Enrollment
Form not later than five (5) business days prior to the record date for
that dividend payment. The Administrator must return to the shareholder
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.
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
arrange for the holder of record to participate in the Plan on their
behalf or become holders of record by having the shares transferred into
their names.
5. What does the Authorization and Enrollment Form provide?
The authorization and Enrollment Form provides for the purchase of
additional shares of Common Stock through the following investment
options:
- Full Dividend Reinvestment - You may elect to automatically reinvest
cash dividends paid on all shares of Common Stock registered in your
name in additional shares of Common Stock and/or
- Partial Dividend Reinvestment - You may elect to automatically
reinvest cash dividends received on a specified portion of the whole
shares of Common Stock registered in your name while continuing to
receive cash dividends on the remaining shares registered in your
name and/or
- Optional cash payments - In addition, you may elect to make optional
cash payments provided that the optional cash payments may not be
less than $100 per payment nor more than $5,000 per calendar quarter
(a total of $20,000 per year). You may make optional cash payments
so long as any of your shares remain in the Plan, whether or not
dividends to be received on any of your Common Stock are then being
reinvested in additional shares of Common Stock.
All shares registered in your name for which you have elected to
reinvest dividends are referred to as "enrolled shares."
All cash dividends paid on the shares credited to your Plan account
will be automatically reinvested.
By completing the Authorization and Enrollment 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
additional shares of Common Stock:
- all cash dividends on your enrolled shares,
- all dividends on the full and fractional shares of Common Stock
credited to your Plan account, and
- any optional cash payments you may make as a participant.
6. May I transfer to my Plan account shares of Common Stock that are
already registered in my name?
Yes. You may have all or some of the shares of Common Stock that are
already registered in your name moved to your Plan account. The purpose
of this action is to avoid your having to hold physical stock
certificates. Any shares that are moved into your Plan account will be
subject to all of the terms of the Plan, and dividends on those shares
will be automatically reinvested.
7. May I change my method of participation?
Yes. You may change your method of participation at any time by
writing 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 not later than five (5)
business days prior to the record date for that dividend payment.
Optional Cash Payments
8. How are optional cash payments made?
You may make optional cash payments by forwarding to the
Administrator a check or money order payable to "Harris Trust and Savings
Bank," together with either:
- your Authorization and Enrollment Form,
- the stub attached to a quarterly statement of your Plan account, or
- written instructions to the Administrator.
You should use your Plan account number on all communications
relating to your account.
The Company may, at its option, establish a program to allow
employees of the Company to elect to have optional cash payments
automatically deducted from their paychecks.
9. When are optional cash payments invested?
Optional cash payments are invested in additional shares of Common
Stock monthly on the Investment Date (as described in Question 17), so
long as such optional cash payments have been received by the
Administrator not later than five (5) business days prior to the
applicable Investment Date. Any optional 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 (30) days of its receipt if it has not invested such
optional cash payment in additional shares of Common Stock. Since no
interest will be paid on optional cash payments, they should be sent to
the Administrator so as to be received shortly before the deadline with
respect to an Investment Date.
10. May I withdraw optional cash payments?
Yes. You may withdraw your uninvested optional cash payments at any
time by writing to the Administrator, so long as your request is received
by the Administrator at least 48 hours prior to the Investment Date.
Administration
11. 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, 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. These duties may include the
designation of an independent sub-agent to act on behalf of Plan
participants in making any market or negotiated purchases or sales of
Common Stock. The Company will perform certain bookkeeping and similar
administrative functions, including providing the Administrator with
shareholder names and addresses and collecting and paying over to the
Administrator dividends and any optional cash payments it may receive.
The Administrator may hold certificates for shares of Common Stock
credited to an account under the Plan in the name of its nominee.
12. What reports will be sent to participants in the Plan?
As soon as practicable following each transaction in your Plan
account, the Administrator will mail you a statement indicating the dollar
amount invested and the per share purchase price, the number of full and
fractional shares purchased, the total number of shares then held in your
Plan account and a statement of all transactions in your Plan account for
the year-to-date. These statements are a continuing record of your Plan
participation and should be retained for 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.
13. 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 account. Your investment risks in
shares acquired 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 acquired for a participant's Plan
account.
Purchases
14. 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.
15. 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 for the applicable Investment Date.
- In the case of purchases of shares in market or negotiated
transactions, the Average Price will be the average purchase price
per share for all shares purchased for all participants on 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.
16. How may 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 with the number of shares, including fractional shares,
equal to the total amount to be invested for your account divided by the
Average Price.
17. When will purchases of shares be made under the Plan?
Purchases of shares under the Plan will be made on the applicable
Investment Dates. Subject to limitations described in Questions 3 and 9,
funds received by the Administrator will be accumulated until the next
applicable Investment Date. The Investment Dates for cash dividends are
the dividend payment dates, while those for optional cash payments are the
first business day of each calendar month; 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.
18. 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 shall have any authority or power to direct
the time or price at which shares may be purchased. 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 3 and 9.
Costs
19. Do I incur any expenses in connection with the Plan?
The Company will pay all brokerage fees and administration and
service charges incurred in connection with the Plan and the purchase of
shares of Common Stock under the Plan, other than those on any sales of
shares from your Plan account. However, you should note the discussion in
Question 26 regarding the federal income tax consequences to you of the
Company's paying these costs.
Voting
20. 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 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.
Termination of Participation
21. How do I terminate participation in the Plan?
You may terminate your participation in the Plan at any time by
sending a written notice of termination to the Administrator.
22. When is a termination notice effective?
Termination of your participation in the Plan will be effective upon
the Administrator's receipt of your written notice of termination.
Participation in the Plan will not automatically terminate upon the
sale or transfer of your enrolled shares or upon your withdrawal of all of
the shares credited to your Plan account, unless you provide the
Administrator with written notice of termination.
23. What will I receive upon termination?
The Administrator will send you, within thirty (30) days of the
Administrator's receipt of your 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. However, you may request in your written notice of
termination that all 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 brokerage
commissions and any applicable transfer taxes, will be forwarded to you by
check within thirty (30) days of the Administrator's receipt of your
written notice of termination.
In the event that certificates for shares of Common Stock sent to a
Plan participant upon termination are returned to the Administrator as
undeliverable, the Administrator may sell the shares and retain the
proceeds until claimed or disposed of in accordance with law.
Modification, Suspension or Termination of the Plan
24. 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 and cash payments will be made (as described
in Question 23 above).
Issuance of Certificates
25. 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 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.
Federal Income Tax Considerations
26. 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, to the extent the Company has earnings and profits. If any
brokerage fees 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 fees, to the
extent the Company has earnings and profits. The Administrator will
furnish you with annual information as to the amount of these taxable
distributions.
Participants will not recognize taxable income when they receive
certificates for whole shares credited to their 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 whole 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 whole 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 optional cash payments, and
- the amount of any brokerage fees 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
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, all 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 required to be withheld.
Likewise, if you sell shares through the Plan and are subject to backup or
other 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
27. What happens if the Company pays a stock dividend, declares a stock
split, or makes a rights offering?
Any shares of Common Stock and cash in lieu of fractional shares
representing stock dividends or stock splits distributed by the Company on
shares credited to your Plan account will be added to your account.
Shares and cash in lieu of fractional shares representing stock dividends
or split shares distributed on Common Stock registered in your name and
not enrolled in the Plan will be mailed directly to you. In the event
that the Company makes available or distributes to its shareholders rights
to purchase additional shares of Common Stock or any other securities
(other than the Rights or similar interests to the extent that such
securities are attached to and trade with the Common Stock), the
Administrator will sell such rights or other securities attributable to
the shares of Common Stock held in your Plan account and will apply the
net proceeds to the purchase of additional shares of Common Stock. A
participant wishing to receive rights or securities directly should notify
the Administrator no later than five (5) business days prior to the record
date for the distribution so that the rights or securities may be issued
directly to the participant. The Administrator will provide participants
with a statement reflecting the receipt of additional shares due to a
stock dividend, stock split or rights issuance as soon as practicable
thereafter.
28. How can I communicate with the Administrator regarding the Plan?
All communications regarding the Plan should be sent to:
Harris Trust and Savings Bank
Snap-on Dividend Reinvestment and Stock Purchase Plan
P.O. Box A3309
Chicago, Illinois 60690-0735
Participants may also call the Administrator at 1-(312)-461-3309.
DESCRIPTION OF PREFERRED STOCK PURCHASE RIGHTS
On October 23, 1987, the Board of Directors declared a dividend
distribution of one Right on each outstanding share of Common Stock to
stockholders of record on November 2, 1987. Currently two-thirds (2/3) of
one Right are associated with each share of Common Stock. The description
and terms of the Rights are set forth in a Rights Agreement, as amended
(the "Rights Agreement"), between the Company and Harris Trust and Savings
Bank, as Rights Agent (the "Rights Agent"). 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 transferable 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 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.
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.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Company pursuant to the provisions summarized
in Item 15 above, or otherwise, the Company 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.
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.
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 30, 1995; (ii) all other reports filed since December
30, 1995 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
26, 1987, 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 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.
<PAGE>
1,000,000 Shares
SNAP-ON INCORPORATED
Common Stock
______________________
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
______________________
February 6, 1997
TABLE OF CONTENTS
Page
Description of the Plan . . . . . . . . . . . . . . . . . . . . . . . . 2
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Advantages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Optional Cash Payments . . . . . . . . . . . . . . . . . . . . . . . . 4
Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Termination of Participation . . . . . . . . . . . . . . . . . . . . . 8
Modification, Suspension or Termination of the Plan . . . . . . . . . . 9
Issuance of Certificates . . . . . . . . . . . . . . . . . . . . . . . 9
Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . 9
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Description of Preferred Stock Purchase Rights . . . . . . . . . . . . 11
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Indemnification of Officers and Directors . . . . . . . . . . . . . . . 12
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . 13
Incorporation of Certain Documents by Reference . . . . . . . . . . . . 14
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 . . . . . . . . . . $ 4,500*
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 . . . . . . . . . . . . . . . . . . . . . . . . . . $ 19,500*
======
_________
* 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
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 maximum 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 maximum aggregate offering price set forth
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 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.
<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
February 3, 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 February 3, 1997, by
the following persons in the capacities indicated. Each person whose
signature appears below constitutes and appoints Donald S. Huml, Michael
F. Montemurro 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,
R.A. Cornog President and Chief
Executive Officer
(Principal Executive
Officer)
/s/ D.S. Huml Senior Vice President -
D.S. Huml Finance and Chief
Financial Officer
(Principal Financial
Officer)
/s/ G.D. Johnson Controller (Principal
G.D. Johnson Accounting Officer)
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 October 23,
1987 between the Corporation and Harris
Trust and Savings Bank, as Rights Agent
(incorporated herein by reference to
Exhibit 1 to the Company's Registration
Statement on Form 8-A dated October 26,
1987, File No. 1-7724).
4.4 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).
4.5 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 January
28, 1994, 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 Company's Registration
Statement on Form 8-A/A dated June 26,
1996, 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).
February 3, 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") which
may be issued pursuant to the Snap-on Incorporated Dividend Reinvestment
and 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
24, 1996, included in Snap-on Incorporated's Form 10-K for the fiscal year
ended December 30, 1995 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Chicago, Illinois
January 31, 1997
