<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
SNAP-ON INCORPORATED
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------
</TABLE>
<PAGE>
[LOGO]
CHAIRMAN'S LETTER
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
<PAGE>
[LOGO]
CHAIRMAN'S LETTER
March 28, 2000
Dear Snap-on Shareholder,
You are cordially invited to the Annual Meeting of Shareholders at 10:00 a.m. on
Friday, April 28, 2000. The meeting will be held at the Radisson Hotel &
Conference Center Kenosha, 11800 - 108th Street, Pleasant Prairie, Wisconsin.
Directions can be found on the last page of the attached Proxy Statement.
The attached Notice of the 2000 Annual Meeting of Shareholders and Proxy
Statement describe the formal business to be considered and voted upon at the
meeting. In addition, there will be a review of Snap-on's 1999 performance, as
well as a discussion on how the organization is driven to create value for you
in the future. Following the business portion of the meeting, you will be given
an opportunity to ask questions.
Your vote is important, regardless of the number of shares you own. Whether or
not you plan to attend the meeting in person, we encourage you to return your
proxy card early or vote your shares electronically through the Internet or by
telephone. Voting instructions are provided on the enclosed Proxy Card.
We hope to see you at the meeting and look forward to reporting on Snap-on's
performance.
Cordially,
[SIG]
Robert A. Cornog
CHAIRMAN OF THE BOARD OF DIRECTORS,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SNAP-ON INCORPORATED
<PAGE>
[LOGO]
NOTICE OF THE 2000 ANNUAL MEETING OF SHAREHOLDERS
The 2000 Annual Meeting of Shareholders of Snap-on Incorporated will be held:
Friday, April 28, 2000
10:00 a.m.
The Radisson Hotel & Conference Center Kenosha
11800 - 108th Street
Pleasant Prairie, Wisconsin
DIRECTIONS TO THE ANNUAL MEETING ARE ON PAGE 20.
We anticipate first mailing the Proxy Statement on March 28, 2000.
MEETING PURPOSES
1. To elect four Directors:
- The following Directors will stand for election for three-year terms to
expire at the 2003 Annual Meeting: Bruce S. Chelberg, Roxanne J. Decyk,
Arthur L. Kelly and Jack D. Michaels.
2. To transact any other business appropriate to the Annual Meeting.
RECORD DATE
Shareholders of record at the close of business on February 28, 2000 (the
"Record Date"), will be able to vote at the Annual Meeting in person, by proxy,
electronically through the Internet or by telephone.
IMPORTANT: VOTE EARLY BY MAIL, PHONE OR THE INTERNET
We encourage you--even if you are planning to attend the Annual Meeting--to
return your enclosed Proxy Card well in advance of the Annual Meeting so that
the vote count will not be delayed. To ensure your representation at the Annual
Meeting, please complete and sign the Proxy Card and return it promptly in the
enclosed envelope. Alternatively, you may vote your shares electronically
through the Internet or by telephone. Voting instructions are provided on the
Proxy Card, including specific instructions for shareholders of record who wish
to use the Internet or telephone voting procedures. If you attend the Annual
Meeting, you may revoke your proxy, whether previously delivered in the form of
an executed Proxy Card, through the Internet or by telephone, and vote your
shares in person.
Sincerely,
Susan F. Marrinan
VICE PRESIDENT,
SECRETARY AND
GENERAL COUNSEL
March 28, 2000
<PAGE>
PROXY STATEMENT
TABLE OF CONTENTS
<TABLE>
<S> <C>
SUMMARY OF PROXY INFORMATION................................ 2
Proposal to be Voted on: Election of Directors............ 4
BOARD OF DIRECTORS.......................................... 5
Directors Not Standing for Election....................... 5
Board Committees.......................................... 6
Board Compensation........................................ 7
Security Ownership of Management and Certain Beneficial
Owners.................................................. 8
TABLE 1--SECURITY OWNERSHIP OF MANAGEMENT............... 8
STOCK PERFORMANCE GRAPHS.................................... 10
Five-Year Performance..................................... 10
Return on Net Assets Employed Before Interest and Taxes... 11
EXECUTIVE COMPENSATION...................................... 12
Report of the Organization and Executive Compensation
Committee............................................... 12
TABLE 2--SUMMARY COMPENSATION........................... 15
TABLE 3--OPTION GRANTS IN LAST FISCAL YEAR.............. 16
TABLE 4-- FISCAL YEAR-END OPTIONS....................... 17
Snap-on Incorporated Retirement Plan...................... 17
TABLE 5--PENSION PLAN................................... 17
OTHER INFORMATION........................................... 19
Directions to the Annual Meeting.......................... 20
</TABLE>
<PAGE>
SUMMARY OF PROXY INFORMATION
BACKGROUND ON THE BOARD OF DIRECTORS
The Directors set the size of the Board at any number between five and 15
members. The current Board consists of 11 members. The Directors are divided
into three classes. At the Annual Meeting each year, one class is nominated for
election to a three-year term.
ELECTION OF DIRECTORS
The primary business of the Annual Meeting will be to elect four Directors. The
Board's nominees are:
- Bruce S. Chelberg
- Roxanne J. Decyk
- Arthur L. Kelly
- Jack D. Michaels
See page 4 for more information on the nominees. The four nominees who receive
the largest number of votes will be elected.
You may vote your shares by returning the enclosed Proxy Card by mail, through
the Internet, by telephone (see the Proxy Card for instructions) or by voting in
person at the Annual Meeting. We recommend that you complete and return the
Proxy Card or vote through the Internet or by telephone even if you are planning
to attend the Annual Meeting so that the vote count will not be delayed.
HOW TO VOTE
Shareholders of record as of the close of business on February 28, 2000, are
entitled to vote at the Annual Meeting. Each share of Common Stock outstanding
is entitled to one vote. As of the Record Date, Snap-on had 65,228,771 shares of
Common Stock outstanding. This includes 6,676,859 shares that the Grantor Stock
Trust (the "GST") holds, which shares are considered outstanding for voting
purposes but not for earnings per share calculations.
To vote, complete, sign and return the enclosed Proxy Card as soon as possible.
Messrs. Beronja, Brinckman, Mead and Teerlink, four of our current Directors,
are listed as the proxies on the enclosed Proxy Card. You may also vote
electronically through the Internet or by telephone. Both the Internet and the
telephone provide convenient, cost-effective alternatives to returning your
Proxy Card by mail. If you hold your shares through a broker or custodian,
please check the voting form that firm uses to see if it offers Internet or
telephone voting procedures.
All shareholders are also invited to attend the Annual Meeting, although space
is limited. If you complete a Proxy Card, or vote through the Internet or by
telephone, you may still vote in person at the Annual Meeting. To do so, please
give written notice that you would like to revoke your original proxy to one of
the following:
- the Corporate Secretary, in advance of the Annual Meeting; or
- the authorized representatives at the Annual Meeting.
You may also make a change to your proxy by returning a later-dated proxy.
If you return your signed Proxy Card but do not indicate your voting preference,
the proxies listed on your Proxy Card will vote your shares FOR the Director
nominees on your behalf and in their best judgment on any other matters that may
properly come before the Annual Meeting.
2
<PAGE>
HOW THE VOTES ARE TABULATED
First Chicago Trust Company, a division of EquiServe, our transfer agent, will
use an automated system to tabulate the votes. Abstentions and broker nonvotes
are included in the totals, although they have no effect on the election of
Directors. (Broker nonvotes are proxies delivered by brokers for which the
broker has not received authority to vote from the shareholder.)
MORE ABOUT THE PROXY SOLICITATION
This solicitation is being made by Snap-on Incorporated. Our officers and
employees may make solicitations by mail, telephone, facsimile or in person. We
will bear the cost of this solicitation. We also retained Morrow & Co., Inc. for
$7,500 plus expenses to assist us in the solicitation of proxies. This will
include requesting brokerage houses, depositories, custodians, nominees and
fiduciaries to forward proxy soliciting material to the beneficial owners of the
stock they hold. We will reimburse Morrow & Co., Inc. for the forwarding
expenses.
INDEPENDENT AUDITOR
Arthur Andersen LLP has been our independent auditor for the past 18 years and
will serve as our independent auditor again in 2000. Representatives will be at
the Annual Meeting to answer your questions and to make a statement if they so
desire.
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE BOARD
If you wish to suggest an individual for consideration as a nominee for election
to the Board at the 2001 Annual Meeting, please submit a written recommendation
to the Corporate Secretary for forwarding to the Board Affairs and Nominating
Committee before October 1, 2000. A shareholder proposal must be received by the
Corporate Secretary no later than November 13, 2000, in order for the proposal
to be considered for inclusion in our proxy materials for that meeting. To
otherwise bring a proposal or nomination before the 2001 Annual Meeting, you
must comply with our Bylaws which, as now in effect, require written notice to
the Corporate Secretary between January 23, 2001 and February 22, 2001. If we
receive your notice after February 22, 2001, your proposal or nomination would
be untimely. Should the Board nevertheless choose to present your proposal, the
proxies will be able to vote on the proposal using their best judgment.
The address of the Corporate Secretary is:
Corporate Secretary
Snap-on Incorporated
2801 - 80th Street
P.O. Box 1410
Kenosha, Wisconsin 53141-1410
3
<PAGE>
PROPOSAL TO BE VOTED ON: ELECTION OF DIRECTORS
NOMINEES FOR ELECTION
The Board has 11 members, who are divided into three classes. One class is
elected each year to a three-year term. Nominees for election to the Board are
Bruce S. Chelberg, Roxanne J. Decyk, Arthur L. Kelly and Jack D. Michaels, to
stand for election for terms expiring at the 2003 Annual Meeting.
NOMINEES FOR ELECTION FOR TERMS EXPIRING AT THE 2003 ANNUAL MEETING
BRUCE S. CHELBERG
DIRECTOR SINCE 1993
Mr. Chelberg, age 65, has been Chairman of the Board and Chief Executive Officer
of Whitman Corporation, a consumer goods company, since 1992. He has served on
Whitman's Board since 1988. Mr. Chelberg also serves as a Director of First
Midwest Bancorp, Inc. and Northfield Laboratories, Inc.
ROXANNE J. DECYK
DIRECTOR SINCE 1993
Ms. Decyk, age 47, has been Vice President of Corporate Strategy of Shell
International Limited, based in London, a major oil, gas, chemical and refined
petroleum products company, since April 1999. She was a managing partner of
Batlivala & Decyk, a private merchant banking and strategic business development
consulting firm, from 1997 to 1999. From 1994 to 1997, she served as Vice
President-Corporate Planning for Amoco Corporation, a petroleum products
company. She was Vice President-Marketing and Sales-Polymers of Amoco Chemical
Company from 1993 to 1994.
ARTHUR L. KELLY
DIRECTOR SINCE 1978
Mr. Kelly, age 62, has been the managing partner of KEL Enterprises L.P., a
holding and investment company, since 1982. He also is a Director of Bayerische
Motoren Werke (BMW) A.G., Deere & Company, The Northern Trust Corporation and
Thyssen-Krupp Industries A.G.
JACK D. MICHAELS
DIRECTOR SINCE 1998
Mr. Michaels, age 62, has been the Chairman, President and Chief Executive
Officer of HON INDUSTRIES, a manufacturer and marketer of office furniture and
hearth products, since 1996. He served as President and Chief Executive Officer
from 1991 to 1996. Mr. Michaels is also a Director of Huffy Corporation.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THESE NOMINEES.
Shares represented by proxies will be voted according to instructions on the
Proxy Card. Only cards clearly indicating a vote withheld will be considered as
a vote against the nominees. If any nominee is unable to serve, the Board will
name a replacement, and the shares represented by proxies will be voted for the
substitute Director.
4
<PAGE>
BOARD OF DIRECTORS
DIRECTORS NOT STANDING FOR ELECTION
DIRECTORS CONTINUING TO SERVE UNTIL THE 2001 ANNUAL MEETING
ROBERT A. CORNOG
DIRECTOR SINCE 1982
Mr. Cornog, age 59, has been Chairman, President and Chief Executive Officer
since 1991. He is also a Director of Johnson Controls, Inc., Wisconsin Electric
Power Company and Wisconsin Energy Corporation.
LEONARD A. HADLEY
DIRECTOR SINCE 1997
Mr. Hadley, age 65, retired as Chairman and Chief Executive Officer of Maytag
Corporation, a manufacturer of appliances, in August 1999. He served as its
Chairman and Chief Executive Officer from 1993 to 1999. He also serves as a
Director of Deere & Company.
EDWARD H. RENSI
DIRECTOR SINCE 1992
Mr. Rensi, age 55, has been the Owner and Chief Executive Officer of Team Rensi
Motorsports since October 1998. From July 1997 through October 1998, he was a
consultant to McDonald's U.S.A., a food service organization. He was President
and Chief Executive Officer of McDonald's U.S.A. from 1991 to 1997. He also
serves as a Director of International Speedway Corporation and Jafra Cosmetics
International, Inc.
DIRECTORS CONTINUING TO SERVE UNTIL THE 2002 ANNUAL MEETING
BRANKO M. BERONJA
DIRECTOR SINCE 1997
Mr. Beronja, age 65, has been an employee since 1963. He served as Vice
President-Sales, North America from 1989 to 1994, President-North American
Operations from 1994 to 1996 and Senior Vice President-Diagnostics, North
America from 1996 to 1998. From February 1998 to October 1998, he was Senior
Vice President-Diagnostics. He is currently Executive Vice President.
DONALD W. BRINCKMAN
DIRECTOR SINCE 1992
Mr. Brinckman, age 69, is the founder and former Chairman and Chief Executive
Officer of Safety-Kleen Corporation. He served as Chief Executive Officer of
Safety-Kleen from 1968 to 1994 and again from August 1997 to April 1998. He also
served as President of Safety-Kleen from 1991 to 1993. Safety-Kleen is a
recycler of automotive and industrial hazardous and nonhazardous fluids.
GEORGE W. MEAD
DIRECTOR SINCE 1985
Mr. Mead, age 72, has been Chairman of the Board of Consolidated Papers, Inc., a
maker of paper products, since 1971. He was Chief Executive Officer of
Consolidated Papers from 1971 through 1993.
RICHARD F. TEERLINK
DIRECTOR SINCE 1997
Mr. Teerlink, age 63, retired as Chairman of Harley-Davidson, Inc., a
manufacturer of motorcycles, in 1998. He served as its Chief Executive Officer
from 1989 to 1997, President from 1988 to 1997 and Chairman from 1996 to 1998.
He serves as a Director of Harley-Davidson, Inc. and Johnson Controls, Inc.
5
<PAGE>
BOARD COMMITTEES
BOARD COMMITTEE MEMBERSHIP AND 1999 ACTIVITY
<TABLE>
<CAPTION>
BOARD AFFAIRS ORGANIZATION &
& EXECUTIVE
NAME AUDIT NOMINATING EXECUTIVE FINANCE COMPENSATION
- ------------------------------ ----- ------------- --------- ------- --------------
<S> <C> <C> <C> <C> <C>
B. M. Beronja................. X
D. W. Brinckman............... X ** X
B. S. Chelberg................ X X *
R. A. Cornog.................. X X * X
R. J. Decyk................... X ** X
L. A. Hadley.................. X X
A. L. Kelly................... X X X *
G. W. Mead.................... X X
J. D. Michaels................ X
E. H. Rensi................... X * X
R. F. Teerlink................ X X
NO. OF MEETINGS IN 1999....... 3 1 0 5 2
</TABLE>
*Committee Chair
**Committee Co-Chair
The Board met 11 times in 1999. All Directors attended at least 75% of the total
meetings of the Board and Committees of which they were members in 1999, except
for Mr. Brinckman.
AUDIT COMMITTEE
The Audit Committee oversees the independent audit of our operations and
financial statements. This includes recommending an independent auditor to the
Board and reviewing the audit for adequate accounting, financial and operating
controls.
BOARD AFFAIRS AND NOMINATING COMMITTEE
This Committee makes recommendations to the Board regarding Board policies and
structure including size and composition of the Board, corporate governance,
number and responsibilities of Committees, tenure policy and qualifications of
potential Board nominees, including nominees recommended by shareholders. See
"Summary of Proxy Information-Shareholder Proposals and Nominations for the
Board" for more information on nominating Directors.
EXECUTIVE COMMITTEE
The Executive Committee may convene in the interim between Board meetings to
fulfill tasks as delegated by the Board.
FINANCE COMMITTEE
The Finance Committee analyzes and makes recommendations concerning our
long-term financial objectives. This includes issues of capital structure,
issuance and repurchase of shares, long-term financing and dividend policy.
ORGANIZATION AND EXECUTIVE COMPENSATION COMMITTEE
This Committee oversees our corporate organization, executive succession and
executive compensation programs. It recommends to the Board the appropriate
level of compensation for our Chief Executive Officer and, after consulting with
the Chief Executive Officer, approves the compensation of other officers. This
Committee also administers our incentive compensation plans, the incentive stock
6
<PAGE>
program, the employee stock ownership and franchised dealer stock ownership
plans, and Director compensation.
BOARD COMPENSATION
EMPLOYEE DIRECTORS
Directors who are employees, currently Messrs. Beronja and Cornog, receive no
additional compensation for serving on the Board or its Committees.
NONEMPLOYEE DIRECTORS
Directors who are not employees receive an annual retainer fee of $32,000. They
also receive $1,250 for every Board and Committee meeting they attend, including
meetings conducted by phone. Committee chairs also receive an annual
chairmanship fee of $4,000. We reimburse Directors for all Board-related
expenses.
DIRECTORS' FEE PLAN
Directors receive at least 50% and, at their election, up to 100% of their fees
in Common Stock through the Directors' 1993 Fee Plan (the "Fee Plan"). Under the
terms of the Fee Plan, nonemployee Directors receive shares based on the fair
market value of a share of Common Stock on the last day of the month in which
the fees are paid. Directors may choose to defer the receipt of all or part of
these shares and fees to a deferral account with us. The Fee Plan credits
deferred cash amounts with earnings based on market rates of return. Dividends
on deferred share units are automatically reinvested.
STOCK OPTIONS
Nonemployee Directors currently receive an annual grant of an option to purchase
3,000 shares of Common Stock. The exercise price of the option shares is equal
to the closing price on the New York Stock Exchange on the date of the grant,
which coincides with the Annual Meeting.
INSURANCE
We maintain life insurance and accidental death and dismemberment policies for
all nonemployee Directors. In addition, Directors who are not eligible to
participate in another group health plan may participate at their own expense in
the medical and prescription drug plans we maintain for our employees.
7
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following Table 1 shows the number of shares of Common Stock beneficially
owned by each Director and by Messrs. Cornog, Beronja, Hay, Huml and Montemurro
(the "Named Executive Officers"), as well as the total number of shares held by
all current Directors and Executive Officers as a group, as of February 28,
2000. Beneficial owners include the Directors and Executive Officers, their
spouses, minor children and family trusts. Unless we have indicated otherwise in
the footnotes, the individuals listed below have sole voting and investment
power over their shares.
TABLE 1: SECURITY OWNERSHIP OF MANAGEMENT
<TABLE>
<CAPTION>
OPTION SHARES AND
UNVESTED STOCK
BENEFICIAL OWNER SHARES OWNED(1) UNITS(3)
- ---------------- --------------- -----------------
<S> <C> <C>
Robert A. Cornog......................................... 86,753 1,028,801
Branko M. Beronja........................................ 26,887 192,569
Donald W. Brinckman...................................... 14,222 16,500
Bruce S. Chelberg........................................ 7,145 15,000
Roxanne J. Decyk......................................... 6,048 12,000
Leonard A. Hadley........................................ 5,057 9,000
Frederick D. Hay......................................... 33,079 130,200
Donald S. Huml........................................... 24,862 165,200
Arthur L. Kelly.......................................... 30,201(2) 21,000
George W. Mead........................................... 17,196 22,500
Jack D. Michaels......................................... 2,607 3,000
Michael F. Montemurro.................................... 30,694 167,428
Edward H. Rensi.......................................... 11,683 14,601
Richard F. Teerlink...................................... 4,320 6,000
All current Directors and Executive Officers as a group
(21 Persons)........................................... 336,299 2,039,720
</TABLE>
Mr. Cornog beneficially owns 1.7% of the outstanding Common Stock. As a group,
the Directors and Executive Officers beneficially own approximately 3.6% of the
outstanding Common Stock, including option shares. No other individual Director
or Executive Officer beneficially owns more than 1% of the outstanding Common
Stock.
- ------------------------
(1)Shares owned includes deferred share units payable in shares of Common Stock
on a one-for-one basis.
(2)This figure includes shares held by trusts for the benefit of Mr. Kelly and
his family.
(3)This column represents shares which may be acquired by the exercise of
options now or within 60 days, and for each of the following Named Executive
Officers the number of unvested restricted Common Stock units indicated:
Mr. Cornog--9,375, Mr. Hay--4,700, Mr. Huml--4,700 and
Mr. Montemurro--4,700.
8
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following information represents each person or entity known to us to be the
beneficial owner of more than 5% of our Common Stock. Except as otherwise
indicated, each person listed below has sole voting and investment power over
their shares.
FMR CORP., EDWARD C. JOHNSON, III AND ABIGAIL P. JOHNSON, 82 Devonshire Street,
Boston, MA, together have reported on Schedule 13G, filed on February 14, 2000,
the beneficial ownership of 7,490,281 shares of Common Stock representing 12.8%
of the shares outstanding, excluding the shares held by the GST, as of
December 31, 1999. FMR Corp. shares power to vote or direct the vote of 214,081
of those shares.
FIRST MANHATTAN CO., 437 Madison Avenue, New York, NY, has reported on
Schedule 13G, filed on February 10, 2000, the beneficial ownership of 3,800,431
shares of Common Stock, including 100,650 shares of Common Stock owned by family
members of the General Partners of First Manhattan Co., representing 6.4% of the
shares outstanding, excluding the shares held by the GST, as of December 31,
1999. First Manhattan Co. shares power to vote or direct the vote of 3,459,361
of those shares and shares dispositive power with respect to 3,614,231 of those
shares.
SNAP-ON INCORPORATED GRANTOR STOCK TRUST, 2801 - 80th Street, Kenosha, WI, has
reported on Schedule 13G, filed on February 14, 2000 for fiscal year 1999, the
beneficial ownership of 6,685,777 shares of Common Stock representing 11.4% of
the shares outstanding as of December 31, 1999. The GST was established to hold
Common Stock to ensure the funding of certain obligations we have to certain of
our employees under various employee benefit plans. The Trustee of the GST does
not decide how to vote the Common Stock the GST holds. The trust agreement for
the GST, as amended, provides that the GST shares will be voted in the same
proportion as the non-GST shares, that is those shares held by the Company's
general shareholder population.
9
<PAGE>
STOCK PERFORMANCE GRAPHS
FIVE-YEAR PERFORMANCE
The graph below illustrates the cumulative total shareholder return on our
Common Stock since 1994, assuming that dividends are reinvested. The graph
compares our performance to that of the Standard & Poor's 500 Stock Index and
the Standard & Poor's Hardware and Tools Index.
TOTAL SHAREHOLDER RETURN(1) SNAP-ON INCORPORATED
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
FISCAL YEAR ENDING(2)
<S> <C> <C> <C>
Snap-on Incorporated S&P 500 S&P Hardware & Tools
1994 $100.00 $100.00 $100.00
1995 $139.86 $137.45 $140.93
1996 $169.05 $168.93 $141.38
1997 $211.10 $225.21 $209.41
1998 $172.51 $289.43 $209.60
1999 $135.54 $350.26 $212.90
</TABLE>
<TABLE>
<CAPTION>
SNAP-ON S&P HARDWARE
FISCAL YEAR ENDING(2) INCORPORATED S&P 500 & TOOLS
- --------------------- ------------ -------- -------------
<S> <C> <C> <C>
December 31, 1994 $100.00 $100.00 $100.00
December 31, 1995 $139.86 $137.45 $140.93
December 31, 1996 $169.05 $168.93 $141.38
December 31, 1997 $211.10 $225.21 $209.41
December 31, 1998 $172.51 $289.43 $209.60
December 31, 1999 $135.54 $350.26 $212.90
</TABLE>
- ------------------------
(1)Assumes that $100 was invested on December 31, 1994 and that dividends were
reinvested quarterly.
(2)Although our fiscal year ends on the Saturday closest to December 31 of each
year, we use December 31 for ease of calculation.
10
<PAGE>
RETURN ON NET ASSETS EMPLOYED BEFORE INTEREST AND TAXES
In addition to cumulative total shareholder return, we also use the return on
net assets employed before interest and taxes, illustrated below, to judge our
performance. This return measures pre-tax and pre-interest expense return on net
assets (total assets minus all noninterest-bearing liabilities). We use this
performance measure as a component of the incentive compensation plan for our
Executive Officers, as discussed in the Organization and Executive Compensation
Committee Report on Executive Compensation.
The graphs and tables below illustrate our performance for our combined
operations compared to the companies in the Standard & Poor's Hardware & Tools
Index.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
<S> <C> <C> <C>
Snap-on Snap-on S&P Hardware
Snap-on Snap-on Adjusted Hardware & Tools
Dec-94 18.7% 18.7% 17.0%
Dec-95 21.1% 21.3% 15.1%
Dec-96 24.4% 22.4% 14.6%
Dec-97 25.1% 24.6% 12.2%
Dec-98 15.2% 15.2% 4.2%
Dec-99 20.5% 16.7% Information currently unavailable
</TABLE>
<TABLE>
<CAPTION>
S&P HARDWARE &
FISCAL YEAR ENDING SNAP-ON(1) SNAP-ON ADJUSTED(2) TOOLS(3)
- ------------------ ---------- ------------------- ---------------
<S> <C> <C> <C>
December 1994............................... 18.7% 18.7% 17.0%
December 1995............................... 21.1% 21.3% 15.1%
December 1996............................... 24.4% 22.4% 14.6%
December 1997............................... 25.1% 24.6% 12.2%
December 1998............................... 15.2%(4) 15.2%(4) 4.2%
December 1999............................... 20.5%(4) 16.7%(4) N/A
</TABLE>
- ------------------------
(1)Amounts are calculated using a thirteen-month average of net assets employed.
(2)Amounts are calculated using year-end net assets.
(3)An average of the companies that comprise, for each respective year, the
Standard & Poor's Hardware & Tools Index.
(4)Excludes costs for restructuring and other nonrecurring charges.
11
<PAGE>
EXECUTIVE COMPENSATION
REPORT OF THE ORGANIZATION AND EXECUTIVE COMPENSATION COMMITTEE
The Organization and Executive Compensation Committee of the Board of Directors
oversees our executive compensation programs to further our compensation goals
and philosophy. Only independent, nonemployee directors serve on the Committee.
Two of our main responsibilities are to recommend to the Board the appropriate
compensation for our Chief Executive Officer and to approve, after consulting
with the Chief Executive Officer, the compensation of all other Executive
Officers.
COMMITTEE APPROACH
We assign compensation ranges for our Executive Officers based on their roles
and how important their positions are to our operations. We try to structure the
total compensation of our Executive Officers so that it is comparable to the
total compensation of executives who perform similar duties at other companies
like ours. We also try to design compensation to give officers an incentive to
achieve superior corporate and individual performance.
COMPENSATION-RELATED COMMITTEE ACTIVITIES
For 1999, we used Hewitt Associates ("Hewitt") to conduct a study to determine
market pay levels of comparable positions. Hewitt is an independent consulting
firm specializing in Human Resources consulting. The Hewitt study compared the
compensation levels of Snap-on's Executive Officers with those in a group of
leading global companies that have a business profile and revenue size similar
to ours.
Different companies were included in the study than are reflected in the
performance graphs in this Proxy Statement because we believe we compete for
quality executives with all types of companies. The results of this study and a
review of national compensation surveys gave us information about performance
and market practices. We used that information to establish and monitor our
Executive Officers' total compensation levels.
ELEMENTS OF COMPENSATION
We have three elements of compensation for our Executive Officers:
- base salary;
- annual incentives; and
- stock option and performance-based restricted stock awards under our 1986
Incentive Stock Program.
BASE SALARY
We target base salaries of our Executive Officers at about the median of similar
executives in the Hewitt study. We also consider other factors such as
individual experience, leadership and performance. We do not rank or weight
these factors in any particular way.
Entering 1999, Mr. Cornog's base salary was $675,000. The Committee considered
his strategic vision and strong leadership in raising that level to $720,000 in
May 1999. This new salary level continues to be at about the median of the base
salaries of similar executives in the Hewitt study.
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ANNUAL INCENTIVE PLAN
We also maintain an Annual Incentive Plan for our Executive Officers. Snap-on's
performance under three corporate performance measures determines the amounts of
payments under the Plan. These three components are:
- sales growth;
- return on net assets employed before interest and taxes (which we refer to
as "RONAEBIT"); and
- earnings per share growth.
We weight each component equally. We also set performance levels at threshold,
target and maximum performance for each component. It has been Snap-on's
practice to have its performance plan set above industry norm levels of
achievement. We apply percentages for each component to each executive's base
compensation based on actual performance. Our Chief Executive Officer can earn a
maximum of 150% of his base salary under the plan. Our senior/executive officers
can earn a maximum of 120% of their base salaries under the plan. We intend that
payments at the maximum levels would provide incentive compensation at about the
75th percentile of the companies in the Hewitt study.
For 1999, we paid the following percentages of base salary:
<TABLE>
<CAPTION>
SALES GROWTH RONAEBIT EPS GROWTH
------------ ---------- -----------
<S> <C> <C> <C>
Chief Executive Officer.............................. 50.0% 40.6% 27.7%
Other Named Senior/Executive Officers................ 40.0% 32.5% 22.1%
</TABLE>
For 1999, Mr. Cornog received the maximum percentage payment under the sales
growth component and above midpoint for RONAEBIT and earnings per share growth
components, resulting in a bonus of $841,770.
INCENTIVE STOCK PROGRAM AND STOCK OWNERSHIP
We provide long-term incentive compensation to our executives through our
Incentive Stock Program. The program allows us to grant to our executives
options to purchase shares of our Common Stock. Since options are valuable only
if our stock price goes up, we believe stock option grants help make the
financial interests of our management the same as yours. The options have an
exercise price equal to the value of our Common Stock on the date of grant. We
recommend to the Board of Directors the number of options to grant to the Chief
Executive Officer. We also approve the number of options to grant to the other
Executive Officers.
In granting options, we take into account:
- each Executive Officer's level of responsibility;
- each Executive Officer's contributions to our financial results;
- the practices of the Hewitt study companies; and
- each Executive Officer's progress toward meeting the standards set for the
Company in our stock ownership guideline program.
We attempt to grant stock options at about the 75th percentile of the companies
in the Hewitt study. To make this comparison, we consider the relationship
between the value of the Common Stock that options would allow an Executive
Officer to buy and each Executive Officer's base salary. Snap-on's
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practice is to make new grants annually. Using these criteria, we granted
Mr. Cornog options to purchase 200,000 shares in 1999.
In 1999, we also used our Incentive Stock Program to make selective awards of
performance-based restricted stock or share units with vesting tied to the
"Project Simplify" initiatives of cost reduction over the 1999-2000 period.
Because the Company met Project Simplify goals in 1999, half of Mr. Cornog's
restricted share units vested.
To align the financial interests of our management with yours, we have
encouraged our Executive Officers to increase their ownership of our stock. As
previously noted, we have established voluntary guidelines for levels of stock
ownership we would like Executive Officers to achieve over a five-year period,
which began in 1995. For our Chief Executive Officer, the minimum stock
ownership guideline is three times his base salary, which he has met. The
guideline is one and one-half times base salary for our other senior/executive
officers, and one time for all other officers.
We believe Internal Revenue Code Section 162(m) will not adversely affect the
Company based upon the compensation we paid to our Executive Officers in 1999.
Section 162(m) could limit the Company's tax deduction for some executive
compensation. We have not adopted any policy concerning this limitation, but we
will continue to evaluate Section 162(m) in future years.
Bruce S. Chelberg, Chair
Donald W. Brinckman
Leonard A. Hadley
Edward H. Rensi
Richard F. Teerlink
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TABLE 2: SUMMARY COMPENSATION
Table 2 shows the total compensation paid, payable and/or accrued for services
rendered during the 1999, 1998 and 1997 fiscal years to each of the Named
Executive Officers.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
----------------------- -----------------
RESTRICTED SECURITIES
STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($) VALUE(1) OPTIONS(#) COMPENSATION($)
- --------------------------- -------- --------- --------- ----------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
ROBERT A. CORNOG....................... 1999 705,000 841,770 600,000 200,000 0
Chairman, President and 1998 656,667 172,309 0 125,000 0
Chief Executive Officer 1997 606,666 698,819 0 100,000 0
BRANKO M. BERONJA...................... 1999 310,000 296,112 150,000 20,000 0
Executive Vice President 1998 292,000 61,320 0 35,000 0
1997 269,500 248,317 0 28,000 0
FREDERICK D. HAY....................... 1999 390,000 372,528 300,000 35,000 14,914(2)
Senior Vice President- 1998 375,000 78,750 0 35,000 14,914(2)
Operations 1997 360,000 331,704 0 28,000 14,914(2)
DONALD S. HUML......................... 1999 325,000 310,440 300,000 35,000 0
Senior Vice President- 1998 308,333 64,750 0 35,000 0
Finance and Chief 1997 290,500 267,666 0 28,000 0
Financial Officer
MICHAEL F. MONTEMURRO.................. 1999 249,667 238,481 300,000 30,000 0
Senior Vice President- 1998 239,667 50,330 0 18,000 0
Transportation 1997 229,667 211,615 0 24,000 0
</TABLE>
- ------------------------------
(1)We awarded restricted Common Stock units in 1999 at an assumed price of
$32.00 per share to each of the Named Executive Officers. The closing price
on the day of the grant was $34.50 per share. The following lists the number
of units awarded, the number not vested as of the end of the fiscal year and
the value of such unvested units at that time (based on a price of $25.5626
per share): Mr. Cornog--18,750, 9,375, $249,023; Mr. Beronja--4,700, 0, $0;
Mr. Hay--9,400, 4,700, $124,844; Mr. Huml--9,400, 4,700, $124,844; and
Mr. Montemurro--9,400, 4,700, $124,844. Such units could vest upon the
achievement of certain performance goals during the next fiscal year. We
accrue dividends on units that have not vested. The dividends are paid upon
vesting or forfeited if the units do not vest. In addition, Mr. Hay had 3,000
restricted Common Stock units from a prior grant that were not vested as of
January 1, 2000 that had a value on that date of $79,688.
(2)Consists of premiums paid on a universal life insurance policy.
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TABLE 3: OPTION GRANTS IN LAST FISCAL YEAR
Table 3 shows information about the stock options granted to the five Named
Executive Officers in 1999. One-half of these options vested on January 22,
2000, and the remaining one-half will vest on January 22, 2001, except for
Mr. Beronja's shares, which vested in January 2000.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING % OF TOTAL OPTIONS EXERCISE OR BASE GRANT DATE
OPTIONS GRANTED TO EMPLOYEES PRICE PRESENT
NAME GRANTED IN FISCAL YEAR ($/SH) EXPIRATION DATE VALUE(1)
---- ---------- -------------------- ---------------- --------------- ----------
<S> <C> <C> <C> <C> <C>
Cornog............... 200,000 23.87% $34.50 1/22/2009 $1,866,000
Beronja.............. 20,000 2.39% $34.50 1/22/2009 $ 186,600
Hay.................. 35,000 4.18% $34.50 1/22/2009 $ 326,550
Huml................. 35,000 4.18% $34.50 1/22/2009 $ 326,550
Montemurro........... 30,000 3.58% $34.50 1/22/2009 $ 279,900
</TABLE>
- ------------------------
(1)The estimated grant date present value per share under the Black-Scholes
Option Pricing Model is $9.33. The material assumptions and adjustments we
used to estimate the value of the options reflected above include:
- an exercise price on the option ($34.50) equal to the fair market value of
the underlying stock on the date of grant;
- an option term of ten years;
- an interest rate (6.66%) which represents the interest rate on a U. S.
Treasury security with a maturity date corresponding to that of the option
term;
- volatility (27.91%) calculated using our daily stock prices for the
one-year period before the grant date;
- dividends at the rate of $.92 per share, representing the annualized
dividends paid with respect to a share of Common Stock as of the date of
grant; and
- a 13.34% reduction to reflect the probability of forfeiture due to
termination prior to vesting and a 12.49% reduction to reflect the
probability of a shortened option term due to termination of employment
prior to the option expiration date.
The actual value, if any, an officer realizes upon exercise of an option will
depend on the excess of the market value of Common Stock (which we cannot
forecast with reasonable accuracy) over the exercise price on the date the
option is exercised.
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TABLE 4: FISCAL YEAR-END OPTIONS
This table shows the number and value of exercisable and unexercisable stock
options held by our Named Executive Officers at the end of fiscal 1999. None of
our Named Executive Officers exercised stock options in fiscal 1999. The closing
price of Common Stock on December 31, 1999, the last trading day before the
fiscal year-end, was $26.5625. We used this amount to calculate the value of
unexercised options with an exercise price of less than $26.5625.
<TABLE>
<CAPTION>
EXERCISABLE/
EXERCISABLE/UNEXERCISABLE UNEXERCISABLE
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-
UNEXERCISED OPTIONS AT FISCAL THE-MONEY OPTIONS AT
NAME YEAR-END (#) FISCAL YEAR-END ($)
---- ------------------------------- ------------------------
<S> <C> <C>
Cornog................................. 486,926/262,500 1,623,032/0
Beronja................................ 135,069/37,500 492,161/0
Hay.................................... 90,500/52,500 0/0
Huml................................... 125,000/52,500 327,890/0
Montemurro............................. 138,728/39,000 568,792/0
</TABLE>
SNAP-ON INCORPORATED RETIREMENT PLAN
TABLE 5: PENSION PLAN
The following table shows the estimated annual pension benefits payable to
covered participants at normal retirement age under the plans discussed on page
18.
YEARS OF SERVICE
<TABLE>
<CAPTION>
AVERAGE
ANNUAL
EARNINGS 5 YEARS 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
-------- ------- -------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 250,000 19,815 39,630 59,445 79,260 99,075 118,890 138,705
$ 300,000 23,940 47,880 71,820 95,760 119,700 143,640 167,580
$ 400,000 32,190 64,380 96,570 128,760 160,950 193,140 225,330
$ 500,000 40,440 80,880 121,320 161,760 202,200 242,640 283,080
$ 600,000 48,690 97,380 146,070 194,760 243,450 292,140 340,830
$ 700,000 56,940 113,880 170,820 227,760 284,700 341,640 398,580
$ 800,000 65,190 130,380 195,570 260,760 325,950 391,140 456,330
$ 900,000 73,440 146,880 220,320 293,760 367,200 440,640 514,080
$1,000,000 81,690 163,380 245,070 326,760 408,450 490,140 571,830
$1,100,000 89,940 179,880 269,820 359,760 449,700 539,640 629,580
$1,200,000 98,190 196,380 294,570 392,760 490,950 589,140 687,330
$1,300,000 106,440 212,880 319,320 425,760 532,200 638,640 745,080
$1,400,000 114,690 229,380 344,070 458,760 573,450 688,140 802,830
$1,500,000 122,940 245,880 368,820 491,760 614,700 737,640 860,580
$1,600,000 131,190 262,380 393,570 524,760 655,950 787,140 918,330
$1,700,000 139,440 278,880 418,320 557,760 697,200 836,640 976,080
$1,800,000 147,690 295,380 443,070 590,760 738,450 886,140 1,033,830
</TABLE>
Annual compensation is based on the pension plan formula detailed on page 18
using the years of service indicated above, including amounts which would be
payable under the Snap-on Incorporated Retirement Plan (the "Pension Plan"), and
taking into account limitations imposed by Internal Revenue Code Section 415 for
amounts payable in 1999 for participants age 65, and also based on the
Supplemental Retirement Plan. There is no offset in benefits under the Pension
Plan for Social Security benefits other than for disability retirement benefits.
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CALCULATING THE PENSION BENEFIT
The Pension Plan is a qualified noncontributory defined benefit plan. We do not
make any specific contribution for the Named Executive Officers. The Pension
Plan covers eligible salaried employees and provides, at the normal retirement
age of 65, that retirement benefits will be calculated using the following
benefit formula:
[1.2% X Average Pay X Years of Credited Service]
plus
[0.45% X {Average Pay--Social Security Covered Compensation} X Years of Credited
Service]
"Average Pay" is an individual's average annual earnings during the five highest
completed consecutive calendar years of employment and generally includes base
salary and bonus amounts paid in a given year.
"Social Security Covered Compensation" is a 35-year average of the Social
Security Maximum Taxable Wage Base (according to federal regulations) for each
calendar year to age 65.
"Years of Credited Service" is the number of years and fractional number of
years of continuous employment up to 35 years.
The most commonly chosen payout provision is a 100% pension payout with a
five-year certain period in the event of death, and thereafter a 50% yearly
payout to the surviving spouse. Two other actuarial-equivalent optional forms of
payout are also available.
SUPPLEMENTAL RETIREMENT PLAN
Certain officers who participate in the Pension Plan also participate in a
Supplemental Retirement Plan. The Supplemental Retirement Plan is a nonqualified
excess benefit and supplemental retirement plan as defined by Sections 3(36) and
201(2) of the Employee Retirement Income Security Act ("ERISA").
Under the Supplemental Retirement Plan, the participants will receive the
difference, if any, between the full amount of retirement income due under the
Pension Plan formula and the amount of retirement income payable under
applicable IRS or ERISA limitations. Qualified retirement plan compensation is
currently limited to $160,000 per annum for 1999 and $170,000 per annum for 2000
per retiree by Section 401(a)(17) of the Internal Revenue Code.
As of February 28, 2000, the full years of credited service for the Named
Executive Officers under both the Supplemental Retirement Plan and the Pension
Plan are: Mr. Cornog, 17 years; Mr. Beronja, 35 years; Mr. Hay, 4 years;
Mr. Huml, 5 years and Mr. Montemurro, 29 years. Under an agreement with
Mr. Cornog, Snap-on credits him two years of service for every year worked.
Mr. Beronja's credited years are capped at 35 in accordance with the terms of
the Supplemental Retirement Plan and Pension Plan.
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OTHER INFORMATION
EXECUTIVE AGREEMENTS
We have agreements with our Executive Officers, including the five Named
Executive Officers, to provide continued compensation and benefits in the event
of a change of control as defined in the agreements. The agreements are for
one-year terms and are automatically extended from year to year, unless notice
is given. The agreements also provide that if there is a change of control, the
terms will continue for 24 months.
In the event of such change of control, if one of the Named Executive Officers
is terminated and is entitled to termination benefits, then he will receive
lump-sum payments equal to three times the sum of his highest base salary and
the higher of the annual bonus target opportunity or the payment during the
three years before the change of control. The Named Executive Officer will also
receive an additional payment to cover any excise taxes (and related income
taxes) that may result from the lump-sum payments and may continue to receive
health and life insurance benefits, if desired, for three years. A Named
Executive Officer will be entitled to the termination benefits if his employment
is constructively terminated without cause in anticipation of or within two
years following the change of control, or if he voluntarily terminates
employment between 12 and 18 months following the change of control.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
We believe that during 1999 our Executive Officers and Directors complied with
all filing requirements under Section 16(a) of the Securities Exchange Act of
1934. We file the required reports on behalf of our Executive Officers and
Directors.
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
The Dividend Reinvestment and Direct Stock Purchase Plan, established in 1997,
provides for automatic dividend reinvestment in shares of Common Stock and
allows shareholders and investors the opportunity to purchase shares of Common
Stock directly from us without using a broker through a variety of methods
including:
- investments of cash dividends on all or a portion of Common Stock which
the person already owns; and
- periodic cash investments of more than $100 per investment, up to an
annual maximum of $150,000.
Shares acquired under these methods will be purchased at 100% of the average
high and low price of the Common Stock on the day of purchase. For purchasers,
there are no participation, commission or administrative fees.
More information is available from First Chicago Trust Company, a division of
EquiServe at 1-800-446-2617.
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DIRECTIONS TO SNAP-ON ANNUAL MEETING
[MAP]
FROM CHICAGO'S O'HARE INTERNATIONAL AIRPORT TO THE RADISSON HOTEL & CONFERENCE
CENTER KENOSHA
Take I-294 North to I-94 West (Milwaukee, Wisconsin) to Kenosha, Wisconsin. Exit
LakeView Parkway (Hwy. 165) off I-94. Proceed east on Hwy. 165 less than 1/2
mile. Turn right (south) on 108(th) Street.
FROM MILWAUKEE'S MITCHELL INTERNATIONAL AIRPORT TO THE RADISSON HOTEL &
CONFERENCE CENTER KENOSHA
Take I-94 East to Kenosha, Wisconsin. Exit LakeView Parkway (Hwy. 165) off I-94.
Proceed east on Hwy. 165 less than 1/2 mile. Turn right (south) on 108(th)
Street.
Parking is available at the Radisson Hotel & Conference Center Kenosha and the
Prime Outlet Mall (located directly across the street from the hotel). Shuttle
service will be provided between the Prime Outlet Mall and the Radisson Hotel &
Conference Center Kenosha.
PLANT TOURS
If you would like to take a tour of our General Offices and Plant in Kenosha
following the meeting, please call 1-800-786-6600, extension 5430, before
April 24, 2000.
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PROXY SNAP-ON INCORPORATED PROXY
2801-80TH STREET
KENOSHA, WI 53141-1410
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints Branko M. Beronja, Donald W. Brinckman, George W. Mead
and Richard A. Teerlink as Proxies, each with power to appoint his
substitute, and hereby authorizes them to represent and to vote, as
designated below, all shares of the common stock of Snap-on Incorporated held
of record by the undersigned on February 28, 2000, at the Annual Meeting of
Shareholders, such meeting to be held at the Radisson Hotel & Conference
Center Kenosha, 11800-108th Street, Pleasant Prairie, Wisconsin at 10:00 a.m.
on Friday, April 28, 2000 or at any adjournment thereof.
THIS PROXY WILL BE VOTED "FOR" THE DIRECTOR NOMINEES IF NO CHOICE IS
SPECIFIED.
IN THE ABSENCE OF AN INSTRUCTION TO THE CONTRARY, THIS PROXY WILL BE VOTED AT
THE DISCRETION OF THE PROXIES ON ANY OTHER BUSINESS.
NOMINEES FOR THE ELECTION OF DIRECTORS ARE:
01) Bruce S. Chelberg 03) Roxanne J. Decyk
02) Arthur L. Kelly 04) Jack D. Michaels
PLEASE MARK YOUR VOTE ON THE REVERSE SIDE, SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
FOLD AND DETACH HERE
<PAGE>
/X/ Please mark your votes
as in this example. 2406
1. Election of Directors: VOTE WITHHOLD
Three-year terms - For all nominees Authority to vote
Bruce S. Chelberg (except as indicated) for all nominees
Roxanne J. Decyk / / / /
Arthur L. Kelly and
Jack D. Michaels
2. In their discretion, the Proxies are authorized to vote on such other matters
as may properly come before the meeting.
______________________________________________________
(Except nominees written above)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
When properly executed, this Proxy will be voted per your instructions. This
Proxy will be voted "FOR" Director nominees if no choice is specified. In the
absence of an instruction to the contrary, this Proxy will be voted at the
discretion of the Proxies on any other business.
This Proxy is also intended for use by the participants of any eligible benefit
plans of Snap-on Incorporated.
Receipt of Notice of the Annual Meeting and Proxy Statement is hereby
acknowledged.
Signature___________________________________________________Date________________
NOTE: Please sign exactly as name appears herein, joint owners should each
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title. If a corporation, sign in corporation's
name by an authorized officer. If a partnership, please sign in
partnership's name by an authorized person.
Dear Shareholder:
Snap-on Incorporated encourages you to take advantage of a new and convenient
way by which you can vote your shares. You can vote your shares electronically
through the Internet or by telephone. This eliminates the need to return the
proxy card.
To vote your shares electronically you must use the control number printed in
the box above, just below the perforation. The series of numbers that appear in
the box above must be used to access the system.
To vote over the Internet:
- Log on to the Internet and go to the Web site
http://www.eproxyvote.com/sna
To vote over the telephone:
- On a touch-tone telephone, call 1-877-PRX-VOTE
(1-877-779-8683) 24 hours a day, 7 days a week
Your electronic vote authorizes the named Proxies in the same manner as if you
marked, signed, dated and returned the proxy card.
If you choose to vote your shares electronically, there is no need for
you to mail back your proxy card.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
