SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SNAP-ON INCORPORATED
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
83 3034101
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(CUSIP Number)
December 31, 1998
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(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).
(Continued on following page(s))
Page 1 of 4 Pages
<PAGE>
CUSIP No. 83 3034101 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Snap-on Incorporated Benefit Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Not Applicable
NUMBER OF 5 SOLE VOTING POWER
0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
6,938,440 (See Item 4)
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
0
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER
6,938,440 (See Item 4)
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,938,440 (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)
10.6%
12 TYPE OF REPORTING PERSON*
OO
*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>
CUSIP No. 83 3034101 Page 3 of 4 Pages
This amendment relates to the Common Stock, $1.00 par value (the
"Common Stock"), of Snap-on Incorporated (the "Company"), 2801 80th Street,
Kenosha, WI 53141-1410. This Amendment is filed by the Snap-on Incorporated
Benefit Trust (by the Northern Trust Company as Trustee), 2801 80th Street,
Kenosha, WI 53141-1410.
Item 4. Ownership:
Item 4 is hereby amended in its entirety to read as follows:
(a) Amount Beneficially Owned:
6,938,440*
(b) Percent of Class:
10.6%
(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: 6,938,440*
(iii) sole power to dispose or to direct the
disposition of: 0
(iv) shared power to dispose or to direct the
disposition of: 6,938,440**
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* 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
required 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.
<PAGE>
CUSIP No. 83 3034101 Page 4 of 4 Pages
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.
February 11, 1999
Date
SNAP-ON INCORPORATED BENEFIT TRUST
By: /s/ John J. Malusa
Name: John J. Malusa
Title: Vice President
For The Northern Trust Company,
as Trustee
