UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Snap-On Incorporated
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(Name of Issuer)
Common Stock, $1 par value
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(Title of Class of Securities)
83303410
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(CUSIP Number)
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Neal K. Stearns, Esq.
First Manhattan Co.
437 Madison Avenue
New York, New York 10022
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 15, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |X|
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*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 (the "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 1 of 8 Pages
<PAGE>
SCHEDULE 13D
_______________________ _________________________
CUSIP No. 83303410 Page 2 of 8 Pages
_______________________ _________________________
________________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
First Manhattan Co. 13-1957714
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (See Instructions)
PF, OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
306,200
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,324,088
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
306,200
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
5,719,021
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,025,221
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (See Instructions)
BD, IA, PN
________________________________________________________________________________
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is the common stock, $1 par value (the "Common Stock"), of Snap-On
Incorporated, a Delaware corporation (the "Issuer") whose principal executive
offices are located at 10801 Corporate Drive, Pleasant Prairie, Wisconsin
53158-1603.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by First Manhattan Co. ("FMC"), a limited
partnership organized under the laws of the State of New York. FMC is registered
as a broker-dealer under the Securities Exchange Act of 1934 and as an
investment adviser under the Investment Advisers Act of 1940, and its principal
business is investment management. The address of its principal business and its
principal office is 437 Madison Avenue, New York, New York 10022. FMC's general
partners are David S. Gottesman, Daniel Rosenbloom, Carrol A. Muccia, Jr.
Richard A. Pearl, Allan H. Glick, Charles M. Rosenthal, John R. Loomis, Arthur
J. Stainman, Michael P. Helmick, David M. Manischewitz, Robert W. Gottesman, A.
Byron Nimocks III, Bernard C. Groveman, Keith B. Josephson, Neal K. Stearns,
William F. Guardenier, Todd W. Green and Samuel F. Colin. The business address
of each of its general partners is 437 Madison Avenue, New York, New York 10022,
and the principal occupation of each of its general partners is general partner
of First Manhattan Co. Each of FMC's general partners is a citizen of the United
States. During the five years preceding the filing of this statement, neither
FMC nor any of its general partners has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which it or any such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, United States federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The sources of the funds used in making the purchases of the Common
Stock to which this statement relates were personal funds of general partners of
FMC with respect to shares owned by general partners and funds of customers of
FMC for whom FMC is authorized to vote or to exercise investment discretion with
respect to shares owned by customers. The amount of funds used to purchase the
569,250 shares of Common Stock owned by general partners of FMC was
$17,714,497.29, and the amount of funds used to purchase the 5,455,971 shares of
Common Stock owned by customers of FMC was $170,195,990.79. None of such funds
consisted of borrowed funds.
Page 3 of 8 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
In conducting its business as an investment adviser, FMC analyzes and
follows on a continuous basis the business, operations, financial structure,
industry and markets of issuers in which its client portfolios have investment
positions. To that end FMC personnel from time to time may have meetings or
discussions with representatives of such issuers, their competitors, customers,
suppliers and other industry observers or various other parties and in the
course thereof may suggest or take positions or otherwise express opinions with
respect to potential changes in the business, operations, financial structure or
management of such issuers. Such suggestions or positions may relate to one or
more transactions of the character specified in clauses (a) through (j) of the
last paragraph under this Item 4 below, including without limitation such
matters as a merger or sale of an issuer or changes in those provisions of its
charter, by-laws or other governing instruments that could impede the
acquisition or change in control of such issuer.
The Common Stock to which this statement relates was purchased for the
purpose of investment without any plans or proposals which relate to or would
result in any transactions of the character mentioned above and without the
purpose or effect of changing or influencing the control of the Issuer or in
connection with or as a participant in any transaction having that purpose or
effect. However, as reflected in the Issuer's most recent Notice of Annual
Meeting and Proxy Statement (dated March 28, 2000), over the past several years
shareholders' return on the Issuer's Common Stock has been singularly
disappointing. Indeed, from December 31, 1995 to October 31, 2000, a $100
investment in the Issuer's Common Stock resulted, after including all dividends,
in a loss of $4. By comparison, an equivalent investment over the same period in
the S&P 500 Index would have resulted in a gain of more than $150. FMC has
therefore concluded that a material improvement in such return may best be
achieved by the Issuer's merging or being acquired rather than continuing as an
independent company. Accordingly, FMC intends to suggest such a transaction to
one or more parties and to encourage their approaching and dealing directly with
representatives of the Issuer for that purpose. Also to that end, FMC may have
discussions with representatives of the Issuer and other shareholders.
Except as set forth above, at the present time FMC does not have any
plans or proposals which relate to or would result in (a) the acquisition by any
person of additional securities of the Issuer, or the disposition of securities
of the Issuer, (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries,
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries, (d) any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board, (e) any material
change in the present capitalization or dividend policy of the Issuer, (f) any
other material change in the Issuer's business or corporate structure, (g)
changes in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
Page 4 of 8 Pages
<PAGE>
person, (h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association,
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934 or (j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of the date of filing this statement FMC beneficially owned an
aggregate of 6,025,221 shares of Common Stock of the Issuer, or 9.3% of the
64,630,585 shares of Common Stock of the Issuer that were outstanding as of
October 28, 2000. Such 6,025,221 shares beneficially owned by FMC include
569,250 shares owned by general partners of FMC, as to which FMC had sole voting
power and sole dispositive power with respect to 289,200 shares, shared voting
power with respect to 97,550 shares and shared dispositive power with respect to
280,050 shares, and 5,455,971 shares owned by customers of FMC for whom FMC was
authorized to vote or to exercise investment discretion, as to which FMC had
sole voting power and sole dispositive power with respect to 17,000 shares,
shared voting power with respect to 5,226,538 shares and shared dispositive
power with respect to 5,438,971 shares. The general partners and customers of
FMC that owned such shares had shared voting power and shared dispositive power
with respect to the shares owned by them and the sole right to receive dividends
and the proceeds of sale of such shares. None of such general partners or
customers had shared voting power or shared dispositive power with respect to 5%
or more of the outstanding shares of the class.
The number of shares of Common Stock outstanding as of October 28, 2000
includes 58,187,552 shares which the Issuer reported as outstanding as of that
date on the cover page of its Form 10-Q report for the quarterly period ended
September 30, 2000 and 6,443,033 shares which, according to the Form 10-Q
report, were owned by a Grantor Stock Trust at September 30, 2000. Although the
Issuer did not include such 6,443,033 shares as outstanding for purposes of the
cover page of the Form 10-Q report, the Issuer claims that such shares are
entitled to be voted at stockholders' meetings and may be sold by the Trustee of
the Grantor Stock Trust under certain circumstances, and accordingly FMC
believes that such shares should be considered outstanding for purposes of
calculating the percentage of the class of securities with respect to which FMC
has voting power or dispositive power.
Set forth on Schedule I hereto are transactions effected by FMC during
the sixty days preceding the filing of this statement in Common Stock of the
Issuer with respect to which FMC may be deemed to be or to have been a
beneficial owner for purposes of Section 13(d) of the Securities Exchange Act of
1934. All of such transactions were for the accounts of customers of FMC.
Page 5 of 8 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
FMC has no contracts, arrangements, understandings or relationships
(legal or otherwise) with any person with respect to any securities of the
Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
Page 6 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 15, 2000
/s/ Neal K. Stearns
------------------------------------
Neal K. Stearns, Esq.
General Partner
First Manhattan Co.
Page 7 of 8 Pages
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SCHEDULE I
Date of Transaction Purchase or Sale Number of Shares Price per share
September 18, 2000 Purchase 200 $28.00
September 18, 2000 Purchase 300 27.78
September 18, 2000 Purchase 1,100 27.72
September 18, 2000 Purchase 2,200 27.66
September 19, 2000 Purchase 500 27.57
September 25, 2000 Sale 300 23.16
September 27, 2000 Sale 2,500 22.85
September 29, 2000 Sale 3,500 23.17
October 3, 2000 Sale 74,500 22.19
October 13, 2000 Sale 100 21.04
October 17, 2000 Sale 300 21.37
October 19, 2000 Sale 12,500 20.91
November 9, 2000 Sale 1,100 23.58
November 13, 2000 Sale 1,500 24.00
Page 8 of 8 Pages
