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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Snap-on Incorporated
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
833034101
(CUSIP Number)
July 2, 1998
(Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
CUSIP No. 833034101
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Snap-on Incorporated Benefit Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
Not Applicable
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Not Applicable
5 SOLE VOTING POWER
NUMBER OF
0
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
7,100,000 (See Item 4)
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON
8 SHARED DISPOSITIVE POWER
WITH
7,100,000 (See Item 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,100,000 (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [_]
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.7%
12 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1(a). Name of Issuer:
Snap-on Incorporated
Item 1(b). Address of Issuer's Principal Executive Offices:
2801 80th Street
Kenosha, Wisconsin 53141-1410
Item 2(a). Name of Person Filing:
Snap-on Incorporated Benefit Trust, by the Northern Trust
Company as Trustee
Item 2(b). Address of Principal Business Office or, if none,
Residence:
2801 80th Street
Kenosha, Wisconsin 53141-1410
Item 2(c). Citizenship:
None
Item 2(d). Title of Class or Securities:
Snap-on Incorporated Common Stock, par value $1.00 per
share
Item 2(e). CUSIP Number:
833034101
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-
2(b) or (c), check whether the person filing is a:
None
Item 4. Ownership.
(a) Amount Beneficially Owned:
7,100,000*
(b) Percent of Class:
10.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote:
7,100,000*
(iii) sole power to dispose or to direct the disposition
of: 0
(iv) shared power to dispose or to direct the disposition
of:
7,100,000**
* The filing of this Statement on Schedule 13G by the
Snap-on Incorporated Benefit Trust (the "Trust")
does not constitute, and should not be construed as,
an admission that either the Trust or The Northern
Trust Company (the "Trustee"), beneficially owns any
securities covered by this Statement or is requied
to file this Statement. In this connection, the
Trust and the Trustee disclaim beneficial ownership
of the securities covered by this Statement. The
Trust is designed to acquire, hold and distribute
shares of Company Common Stock for the purpose of
funding certain benefit programs and compensation
arrangements of the Company. The participants in
such programs and arrangements have the right to
instruct the Trustee how to vote the shares of
Company stock held in the Trust. The shares of
Company stock held in the Trust will be voted or
tendered by the Trustee based upon receipt of
confidential instructions from such participants.
If the Trustee does not receive instructions from
participants with respect to any shares of Company
stock held by the Trust, the Trustee will vote such
shares in the same proportion as the shares for
which the Trustee has received timely instructions,
subject to applicable law.
** Shares of Company stock in the Trust may be disposed
of by the Trust or Trustee only in accordance with
the terms of the Trust.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below we certify that, to the best of our knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is
true, complete and correct.
Date: July 13, 1998
SNAP-ON INCORPORATED BENEFIT TRUST
By: /s/ John J. Malusa
Name: John J. Malusa
Title: Vice President
For The Northern Trust Company, as
Trustee
