Reg. No. 33-58943
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
Pursuant to Rule 429, the Prospectus referred to herein also relates to
the Registrant's Registration Statement on Form S-3 - Registration
Statement No. 33-39660.
<PAGE>
PROSPECTUS
SNAP-ON INCORPORATED
_______________
630,984 Shares
of
Common Stock
($1 par value)
_______________
FRANCHISED DEALER STOCK OWNERSHIP PLAN
This Prospectus relates to an aggregate of 630,984 shares (the
"Shares") of common stock, par value $1, and 630,984 Preferred Stock
Purchase Rights which currently are attached to, and trade with, the
shares of common stock (collectively, the "Common Stock") of Snap-on
Incorporated (the "Company") offered hereby to eligible franchised dealers
pursuant to a Franchised Dealer Stock Ownership Plan (the "Plan"). The
Common Stock will be sold from time to time by the Company under the terms
of the Plan directly to Company franchised dealers participating in the
Plan without the payment of any underwriting discounts or commissions.
The Plan provides for a price per share to be calculated at the lesser of
the market value of the Common Stock on May 15 of a Plan year or the
market value of the Common Stock in the succeeding May 14 of such Plan
year. Proceeds from the offering will be used for general corporate
purposes.
The Company suggests that prospective participants review this
Prospectus carefully and retain it for future reference.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
_______________
No person has been authorized to give any information or to make
any representations other than those contained in this Prospectus in
connection with the offer contained herein, and if given or made, such
information or representations must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer
to sell, or a solicitation of an offer to buy, any securities offered
hereby in any jurisdiction in which it is not lawful or to any person to
whom it is not lawful to make any such offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that information herein is correct
as of any time subsequent to the date hereof.
The date of this Prospectus is April 1, 1998.
<PAGE>
THE COMPANY
Snap-on Incorporated (the "Company") was incorporated under the
laws of the State of Wisconsin in 1920 and reincorporated under the laws
of Delaware in 1930. Its corporate headquarters are located in Kenosha,
Wisconsin. The principal executive offices of the Company are located at
10801 Corporate Drive, Kenosha, Wisconsin 53142, telephone (414) 656-5200.
The Company is a leading manufacturer and distributor of high-
quality hand tools, power tools, tool storage products, diagnostics and
shop equipment and information services, primarily for use by professional
technicians. In addition to individual automotive technicians, shop
owners and other professional tool users, the Company's products are
marketed to industrial and governmental entities, as well as to original
equipment manufacturers.
PLAN PURPOSE
The purpose of the Plan is to provide the franchised dealers of
the Company's products with the opportunity to purchase shares of Common
Stock. The Plan provides for the issuance of 630,984 shares of Common
Stock, subject to adjustment. Under the Plan, eligible franchised dealers
of the Company's products participating in the Plan ("Participants") may
pay a designated amount of cash to the Company in each regular billing
period, and once a year the amount of each Participant's payments under
the Plan is applied to the purchase of Common Stock for the Participant.
The period from May 15 to the following May 14 is hereinafter referred to
as a "Plan Year."
The Plan is not subject to the provisions of the Employee
Retirement Income Security Act of 1974, and is not qualified under
Section 401(a) of the Internal Revenue Code of 1986, as amended (the
"Code").
ELIGIBLE PARTICIPANTS
All franchised dealers of the Company's products ("Dealers") as
of May 15 of each Plan Year may participate in the Plan for such Plan
Year. However, the Company may require, as a condition to eligibility to
participate in the Plan, that the Dealer be enrolled in the Company's
Dividend Reinvestment and Direct Stock Purchase Plan.
PURCHASE PRICE
The price per share of Common Stock will be the lesser of the
market value of the Common Stock on (i) the offering date (May 15) of a
Plan Year; or (ii) the succeeding May 14 (or the next business day after
any such date, if such date is not a business day). Market value shall be
the mean of the high and low prices for Common Stock as reported on the
New York Stock Exchange on such date.
ENROLLMENT IN THE PLAN
An eligible Dealer may enter the Plan between May 15 and June 1
of each Plan Year by filling out, signing and forwarding a participation
form to the Company. The Company may require enrollment electronically or
by telephone. A participation form or participation change form shall
remain in effect from year to year until modified by a subsequent
participation change form. A Dealer who was participating in the
Company's Employee Stock Ownership Plan (the "ESOP") immediately prior to
becoming a Dealer may immediately begin participation in the Plan and may
transfer any account balances under the ESOP to the Plan.
TIME, MANNER AND AMOUNT OF PAYMENTS
A Participant indicates on a Plan participation form the amount
of cash that the Participant would like to accumulate during each billing
period applicable to the Participant as a Dealer for the purchase of
Common Stock during the Plan Year. The Company will bill the Participant
for this amount on each Dealer invoice beginning in June of the Plan Year.
A Participant may change the level of cash to be applied toward the
purchase of Common Stock during a Plan Year by signing and delivering a
participation change form to the Company at least ten days before the
first day of the month in which the change is to be effective; the Plan
provides that a change in a Participant's level of participation that is
received on a timely basis will be effective during the first business
week of the following month. To continue participation during a Plan
Year, a Participant must provide for the accumulation of some even dollar
amount during each billing period.
Payments received under the Plan will be accumulated by the
Company and may be used for the Company's general corporate purposes and
need not be segregated from other Company funds. After May 14 of each
Plan Year, unless a Participant has withdrawn from participation under the
Plan, a Participant's accumulated payments under the Plan will be applied
to the purchase from the Company of the number of full shares of the
Common Stock purchasable at the applicable purchase price described above
under "PURCHASE PRICE," subject to the two Plan limitations described
below under "MAXIMUM AND MINIMUM AMOUNTS THAT MAY BE PURCHASED." Any
balance remaining from a Participant's accumulated cash payments will be
carried forward for the next Plan Year unless the Participant terminates
participation in the Plan.
Certificates for shares of Common Stock purchased pursuant to
the Plan either will be issued and delivered to the Participants as soon
as possible after May 14 of each Plan Year or, at the Company's
discretion, will be credited to the Dealer's Dividend Reinvestment and
Direct Stock Purchase Plan account (or other book-entry account). Until
stock certificates are issued to them or their book-entry accounts
credited, Participants will not have the rights or privileges of
stockholders with respect to such shares. Common Stock purchased under
the Plan will be issued in accordance with the instructions stated in a
Participant's participation form.
MAXIMUM AND MINIMUM AMOUNTS THAT MAY BE PURCHASED
Under the first Plan limitation on the amount of Common Stock a
Participant may purchase, no Participant may purchase in any Plan Year a
number of shares of Common Stock exceeding the number of shares that
represents a market value of $25,000 on May 15 of such Plan Year. One
effect of this limitation is that, if the market price of the Common Stock
on May 14 of such Plan Year is less than the market value on May 15 of the
same Plan Year, then under this limitation the maximum number of shares of
Common Stock that a Participant can purchase will have an aggregate market
value of less than $25,000 as of May 14 of the Plan Year, and therefore,
the aggregate purchase price will be less than $25,000. Any excess cash
accumulated on behalf of a Participant will be treated as described above
under "TIME, MANNER AND AMOUNT OF PAYMENTS." Under the second limitation,
a Participant may not purchase more than 3,000 shares of Common Stock in
any Plan Year regardless of the purchase price at which the Participant is
purchasing Common Stock under Plan terms. So long as the market price of
the Common Stock exceeds $8.33 per share, the first limitation will
control.
WITHDRAWAL FROM THE PLAN - ASSIGNMENT OF INTEREST
A Participant may withdraw from the Plan at any time by giving
written notice to the Company at any time prior to the end of a Plan Year.
A withdrawing Participant will not be eligible to reenter the Plan until
the beginning of the next Plan Year. Such withdrawal will become
effective on the first day of the month following receipt of written
notification of withdrawal by the Company, provided a form is received
before the end of the preceding month.
If a Participant withdraws from the Plan or the Plan is
discontinued, the entire amount of a Participant's payments under the Plan
during a Plan Year shall be paid to the person entitled thereto. In the
event of any voluntary or involuntary termination of the Participant's
relationship with the Company as a franchised dealer, including death,
before the end of a Plan Year, the amount of the Participant's payments
under the Plan will be refunded to the Participant or the Participant's
estate.
A Participant's rights under the Plan belong to the Participant
alone and may not be transferred or assigned to any other person during
such Participant's lifetime.
NATURE AND FREQUENCY OF REPORTS TO PARTICIPANTS
Once a year during the continuance of the Plan, each Participant
will receive a report indicating the amount accumulated and to be applied
to stock purchases at the end of the Plan Year.
ADMINISTRATION OF THE PLAN
Subject to the discretion of the Board of Directors, the
President of the Company shall oversee the administration of the Plan and
make such interpretations and regulations as he deems desirable or
necessary in connection with its operation. The President of the Company
may amend the Plan at any time to cure any ambiguity, defect or omission
or if such amendment would not, in his judgment, have a material adverse
effect on the financial interests of Participants. The Board of Directors
of the Company may amend, suspend or terminate the Plan for any reason at
the end of any Plan Year. The Company will pay all fees and expenses
incurred in connection with the Plan.
In the event of a stock dividend, split-up, recapitalization,
merger, consolidation, combination or exchange of shares or the like, the
Company may change the number of shares that may be offered under the
Plan, the maximum number of shares that may be purchased by a Participant
under the Plan and the purchase price per share.
To obtain additional information on the Plan and the
administration of the Plan, contact Corporate Secretary, Snap-on
Incorporated, 2801-80th Street, Kenosha, Wisconsin 53141-1410, or by
telephone at (414)656-5200.
DESCRIPTION OF PREFERRED STOCK PURCHASE RIGHTS
On 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.
TAX EFFECTS
The following is a summary of significant general federal income
tax consequences associated with participation in the Plan. However, the
discussion is not a complete description of all of the federal income tax
aspects of the Plan, and some of the provisions contained in the Code have
only been summarized. No discussion of state or foreign income tax has
been included. Future legislative changes or changes in administrative or
judicial interpretation, some or all of which may be retroactive, could
significantly alter the tax treatment discussed herein. Accordingly, and
because tax consequences may differ among Participants, each Participant
should consult with his or her own tax advisor with respect to the tax
consequences of participation in the Plan.
A Participant will not recognize taxable income upon the grant
of a right to purchase Common Stock pursuant to the Plan. Upon the
purchase of stock under the Plan, the amount by which the fair market
value of the shares on the date of purchase exceeds the purchase price of
the shares will generally be treated for federal income tax purposes as
ordinary income to the Participant (and deductible by the Company). Upon
any subsequent sale of shares acquired pursuant to the Plan, any amount
realized in excess of the fair market value of the shares on the date
shares were purchased will generally constitute capital gain, which will
be long-term or short-term depending on the holding period for such
shares. Furthermore, the rate of taxation on a long-term capital gain may
depend upon the holding period for such shares. If the shares are disposed
of for an amount less than the fair market value on the date shares were
purchased, the seller will generally recognize capital loss, which will
be long-term or short-term depending on the holding period for such
shares.
RESALE OF SECURITIES PURCHASED
The Plan is intended to provide stock for investment, but there
are no legal or other restrictions on the transfer or resale of the stock
purchased under the Plan. The Company does not intend to restrict or
influence any Participant in its decision to hold or resell the Company's
stock.
The Company will not under any circumstances be obligated to buy
back from any Participant stock that has been purchased under the Plan.
The stock can be sold privately or on the open market through a stock
broker at the currently quoted price, less regular commission and service
charges.
USE OF PROCEEDS
The Company is unable to predict the number of shares of Common
Stock that will be purchased from it under the Plan or the prices at which
the shares will be purchased. The net proceeds from sales of the Common
Stock will be added to the general funds of the Company and will be used
for general corporate purposes. The Company believes that institution of
the Plan is in its best interests and believes that the Participants will
be stimulated in their activities as franchised dealers of the Company by
the opportunity to purchase Common Stock on favorable terms.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements, and other
information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed by
the Company may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the Commission's Regional Offices located
at 7 World Trade Center, Suite 1300, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such materials may be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, such material may also be inspected and
copied at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005. The Commission also maintains a Web
site that contains reports, proxy and information statements and other
information regarding the Company. The address of such Web site is
(http://www.sec.gov).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents and amendments thereto which have been
filed by the Company with the Commission pursuant to the Exchange Act
(File No. 1-7724), are incorporated by reference into this Prospectus:
(i) the Company's Annual Report on Form 10-K for the year ended January 3,
1998; (ii) the description of the Preferred Stock Purchase Rights of the
Company contained in the Registration Statement on Form 8-A dated October
14, 1997; and (iii) the description of Common Stock of the Company
contained in the Registration Statement on Form 8-A dated January 12,
1978.
Each document filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the filing of a post-effective amendment which
indicates that all of the securities offered hereby have been sold or
which deregisters all such securities then remaining unsold shall be
deemed to be incorporated by this reference into this Prospectus from the
date of filing of such documents, and this Prospectus and the Registration
Statement shall be deemed to be modified or superseded by such
documents.
The Company will provide without charge to each person to whom a
copy of this Prospectus is delivered, upon the written or oral request of
any such person, a copy of the Company's current annual report to
shareholders and of any or all of the documents which are incorporated
herein by reference, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference into such documents).
Requests should be directed to Public Relations Department, Snap-on
Incorporated, 2801-80th Street, Kenosha, Wisconsin 53141-1410; telephone
(414) 656-5200.
<PAGE>
630,984 Shares
SNAP-ON INCORPORATED
Common Stock
______________________
FRANCHISED DEALER STOCK OWNERSHIP PLAN
______________________
April 1, 1998
TABLE OF CONTENTS
Page
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Plan Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Eligible Participants . . . . . . . . . . . . . . . . . . . . . . . . . 2
Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Enrollment in the Plan . . . . . . . . . . . . . . . . . . . . . . . . 3
Time, Manner and Amount of Payments . . . . . . . . . . . . . . . . . . 3
Maximum and Minimum Amounts That May Be Purchased . . . . . . . . . . . 4
Withdrawal from the Plan - Assignment of Interest . . . . . . . . . . . 4
Nature and Frequency of Reports to Participants . . . . . . . . . . . . 4
Administration of the Plan . . . . . . . . . . . . . . . . . . . . . . 4
Description of Preferred Stock Purchase Rights . . . . . . . . . . . . 5
Tax Effects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Resale of Securities Purchased . . . . . . . . . . . . . . . . . . . . 6
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . 7
Incorporation of Certain Documents by Reference . . . . . . . . . . . . 7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Filing Fee for Registration Statement . . . . . . . . . . 0
Printing . . . . . . . . . . . . . . . . . . . . . . . 1,000*
Legal Fees and Expenses . . . . . . . . . . . . . . . . . 2,000*
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . 1,000*
Auditors' Fees and Expenses . . . . . . . . . . . . . . 1,000*
Miscellaneous Expenses . . . . . . . . . . . . . . . . . 9,000*
--------
Total . . . . . . . . . . . . . . . . . . . . . . . . $ 14,000*
========
_________
* 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 and certain officers. The Indemnification Agreements provide
generally that the Company must promptly advance directors and certain
officers all reasonable costs of defending against certain litigation upon
request, and must indemnify such director and certain officers against
liabilities incurred in connection with such litigation to the extent that
such director or officer is successful on the merits of the proceeding,
or, if unsuccessful, to the extent that such director or officer 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
March 31, 1998.
SNAP-ON INCORPORATED
By: /s/ D.S. Huml
D.S. Huml
Senior Vice President - Finance and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
R.A. Cornog* Chairman of the Board, March 31, 1998
President and Chief
Executive Officer
(Principal Executive
Officer)
/s/ D.S. Huml Senior Vice President - March 31, 1998
D.S. Huml Finance and Chief
Financial Officer
(Principal Financial
Officer)
/s/ N.T. Smith Controller March 31, 1998
N.T. Smith (Principal Accounting
Officer)
Director March 31, 1998
B.M. Beronja*
Director March 31, 1998
D.W. Brinckman*
B.S. Chelberg* Director March 31, 1998
R.J. Decyk* Director March 31, 1998
L.A. Hadley* Director March 31, 1998
A.L. Kelly* Director March 31, 1998
G.W. Mead* Director March 31, 1998
E.H. Rensi* Director March 31, 1998
Director March 31, 1998
R.F. Teerlink
*By:/s/ D.S. Huml
D.S. Huml
Attorney-in-Fact
<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 January 3, 1998, 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*
*Previously filed
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement filed on Form S-3 of our
reports dated January 27, 1998, included and incorporated by reference in
Snap-on Incorporated's Form 10-K for the fiscal year ended January 3, 1998
and all references to our firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
March 27, 1998
