SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 2, 1998
SNAP-ON INCORPORATED
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(Exact name of registrant as specified in its charter)
DELAWARE 1-7724 39-0622040
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
2801 80th Street
Kenosha, Wisconsin 53141-1410
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(Address of principal executive offices) (Zip Code)
(414) 656-5200
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On July 2, 1998, Snap-on Incorporated (the "Company") adopted a
Grantor Trust Stock Ownership Program (a "GSOP") in connection with which
the Company entered into a benefit trust agreement (the "Benefit Trust
Agreement"), dated July 2, 1998, with The Northern Trust Company (the
"Trustee"), providing for the establishment of a grantor trust (the "GSOP
Trust"). The GSOP Trust is designed to acquire, hold and distribute shares
of the common stock, par value $1.00, of the Company (the "Common Stock")
for the purpose of funding certain benefit programs and compensation
arrangements of the Company (collectively, the "Plans"). The GSOP Trust
will not increase or alter the amount of benefits or compensation which
will be paid under the Plans, but offers the Company enhanced financial
flexibility in satisfying the obligations arising under the Plans.
On July 2, 1998, the Company sold an aggregate of 7,100,000
treasury shares(the "Acquired Shares") of the Common Stock, to the GSOP
Trust for $260,037,500 (the "Purchase Price"). The Acquired Shares
represent approximately 10.7% of the outstanding shares of Common Stock
after giving effect to the sale. The Purchase Price per share is equal to
the closing price per share of Common Stock on the New York Stock Exchange
on the last trading day prior to the sale. In payment for the Acquired
Shares, the Trustee issued a promissory note payable to the Company with a
principal amount equal to the Purchase Price and pledged the Acquired
Shares as security for the loan evidenced by the promissory note. Acquired
Shares will be released from collateral as the promissory note is paid
down. All Acquired Shares are required to be transferred from the GSOP
Trust by June 30, 2013 unless the GSOP is otherwise extended.
The Trustee will vote or tender shares held by the GSOP Trust in
accordance with the confidential instructions of Eligible Participants as
defined in the Benefit Trust Agreement. Shares held by the GSOP Trust will
not affect the earnings per share calculation or return on average
stockholders' equity until after they are transferred out of the GSOP
Trust.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
SNAP-ON INCORPORATED
(Registrant)
By:/s/ Susan F. Marrinan
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Susan F. Marrinan
General Counsel
Dated: July 10, 1998
