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): August 22, 1997
SNAP-ON INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 1-7724 39-0622040
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number Identification
incorporation Number)
2801 80th Street
Kenosha, Wisconsin 53141-1410
(Address of principal executive offices) (Zip Code)
(414) 656-5200
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
On August 22, 1997, the Board of Directors of Snap-
on Incorporated (the "Company") approved the extension of
the Company's existing rights by adopting a stockholder
rights plan substantially similar to the Company's
current rights plan. Pursuant to the new Rights
Agreement between the Company and First Chicago Trust
Company of New York, as Rights Agent (the "1997 Rights
Agreement"), one Right will be issued for each
outstanding share of common stock, par value $1.00 per
share, of the Company simultaneous with the expiration of
the existing rights (November 3, 1997). Each of the new
Rights will entitle the registered holder to purchase
from the Company one one-hundred and fiftieth of a share
of Series A Junior Preferred Stock, par value $1.00 per
share, at a price of $190.00 per one one-hundred and
fiftieth of a share. The new Rights are redeemable under
certain circumstances at $.01 per Right and will expire,
unless earlier redeemed, on November 3, 2007 or such
later date as may be established pursuant to the 1997
Rights Agreement.
The description and terms of the new Rights are set
forth in the 1997 Rights Agreement, a copy of which is
filed herewith and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
4 Rights Agreement, dated as of August 22,
1997, between Snap-on Incorporated and
First Chicago Trust Company of New York,
which includes as Exhibit A, the
Certificate of Designation, Exhibit B, the
Form of Rights Certificate and Exhibit C,
the Summary of Rights.
SIGNATURES
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,
thereunto duly authorized.
SNAP-ON INCORPORATED
(Registrant)
By:/s/ Susan F. Marrinan
_________________________
Susan F. Marrinan
General Counsel
Dated: September 8, 1997
INDEX TO EXHIBITS
Exhibit Description Page
No. No.
4 Rights Agreement, dated as of 6
August 22, 1997, between Snap-on
Incorporated and First Chicago
Trust Company of New York, which
includes as Exhibit A, the
Certificate of Designation,
Exhibit B, the Form of Rights
Certificate and Exhibit C, the
Summary of Rights.