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) September 30, 1999
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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, Kenosha, Wisconsin 53141-1430
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (414) 656-5200
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Item 2. Acquisition or Disposition of Assets.
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On September 30, 1999, Snap-on Incorporated ("Registrant"), a Delaware
corporation, announced it had completed its acquisition of the Sandvik Saws and
Tools business, formerly a wholly-owned operating unit of Sandvik AB, for
approximately US$400 million (SEK 3,300 million) in cash. The purchase price was
determined on the basis of arms length negotiation. Pursuant to the Share
Purchase Agreement, Registrant acquired 100% of the voting securities of SB
Tools S.a.r.l. ("SB Tools"), a controlled entity of CTT Cutting Tool Technology
B.V., a wholly-owned subsidiary of Sandvik AB. Pursuant to a reorganization
which occurred within the Sandvik group of companies and at the time of closing,
SB Tools was the owner, directly and indirectly, of the companies within the
Sandvik group conducting the line of business known as the Sandvik Saws and
Tools business. The acquisition is being accounted as a purchase. The purchase
includes facilities, a number of brand names and trademarks, and certain other
assets and liabilities. Sandvik Saws and Tools business will operate as the
Bahco Group of Registrant. The Registrant financed the acquisition through
working capital and an expansion of an existing commercial paper credit
facility. There is no material relationship between Sandvik AB and the
Registrant or any of its affiliates, directors or officers.
The business acquired is a manufacturer and supplier of professional tool
products and employs approximately 2,400 people. Of those, approximately 1,000
employees are in Sweden. Products are manufactured at 11 plants in Sweden,
Germany, Portugal, France, England, the United States and Argentina. The
business had 1998 sales of US$325 million (SEK 2,700 million). The business will
continue to be based in Sandviken, Sweden. The Registrant intends to continue to
use all acquired facilities for the manufacturing of professional tool products.
Item 7. Financial Statements and Exhibits
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(a)(4) Financial statements are not being filed with this report. They will
be filed by amendment no later than December 14, 1999.
(c) Exhibits
2(a) Share Purchase Agreement between CTT Cutting Tool Technology B.V. and
Snap-on Incorporated dated as of April 16, 1999.
2(b) Amendment Agreement No. 1 to the Share Purchase Agreement between CTT
Cutting Tool Technology B.V. and Snap-on Incorporated dated as of
September 30, 1999.
99(a) Press Release of Snap-on Incorporated, dated September 30, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Snap-on
Incorporated has duly caused this report to be signed on its behalf by the
undersigned duly authorized person.
SNAP-ON INCORPORATED
Date: October 15, 1999 By: /s/ Susan F. Marrinan
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Susan F. Marrinan
Vice President, Secretary
and General Counsel