SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): August 14, 2001
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 (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
10801 Corporate Drive, Pleasant Prairie, Wisconsin 53158-1603
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(Address of principal executive offices, including zip code)
(262) 656-5200
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(Registrant's telephone number)
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Item 5. Other Events.
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On August 14, 2001, Snap-on Incorporated (the "Company") agreed to
sell $200,000,000 aggregate principal amount of its 6.25% Notes due August 15,
2011 (the "Notes") in a public offering through Salomon Smith Barney Inc. and
Banc One Capital Markets, Inc., Banc of America Securities LLC, Barclays Capital
Inc., Mizuho International plc, U.S. Bancorp Piper Jaffray Inc. and Banco Bilbao
Vizcaya Argentaria S.A.. (collectively, the "Underwriters"), under the Terms
Agreement (as defined below). The closing for the sale of the Notes is scheduled
for August 17, 2001. The Notes are registered on a Registration Statement on
Form S-3 (Registration No. 33-55607) as filed with the Securities and Exchange
Commission. Final versions of (1) the Terms Agreement, dated August 14, 2001, by
and among the Company and the Underwriters (the "Terms Agreement"), including
the Underwriting Agreement Basic Provisions incorporated therein by reference;
and (2) the Officers' Certificate, dated August 16, 2001, creating the Notes,
pursuant to the Indenture, dated September 15, 1995, by and between the Company
and U.S. Bank, National Association (successor in interest to Firstar Trust
Company) are filed herewith.
Item 7. Financial Statements and Exhibits.
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(1) Not applicable.
(2) Not applicable.
(3) Exhibits. The following exhibits are being filed herewith:
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(2) Terms Agreement, dated as of August 14, 2001, by and among
Snap-on Incorporated, Salomon Smith Barney Inc., Banc One Capital
Markets, Inc., as Representatives, and the other underwriters
named therein, including the Underwriting Agreement Basic
Provisions incorporated by reference therein.
(4.1) Officers' Certificate, dated as of August 14, 2001,
executed and delivered in connection with the issuance and sale
of Snap-on Incorporated's 6.25% Notes due August 15, 2011.
(12) Statement regarding computation of ratios of earnings to
fixed charges.
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SIGNATURES
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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
Dated: August 16, 2001 By: /s/ Susan F. Marrinan
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Susan F. Marrinan
Vice President, Secretary and
General Counsel
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Snap-on Incorporated
Exhibit Index to Current Report on Form 8-K
Exhibit
Number Description
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(2) Terms Agreement, dated as of August 14, 2001, by and among
Snap-on Incorporated, Salomon Smith Barney Inc., Banc One Capital
Markets, Inc., as Representatives, and the other underwriters
named therein, including the Underwriting Agreement Basic
Provisions incorporated by reference therein.
(4.1) Officers' Certificate, dated as of August 14, 2001, executed and
delivered in connection with the issuance and sale of Snap-on
Incorporated's 6.25% Notes due August 15, 2011.
(12) Statement regarding computation of ratios of earnings to fixed
charges.
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