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) June 1, 1998
Snap-on Incorporated
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(Exact same of registrant as specified is its charter)
Delaware 001-07724 39-0622040
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(State or other jurisdictions (Commission (IRS Employer
of incorporation) File No.) Identification No.)
10801 Corporate Drive, Kenosha, Wisconsin 53141-1430
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Registrant's telephone number, including area code (414) 656-5200
ITEM 2. Acquisition or Disposition of Assets.
Snap-on Incorporated ("Parent"), a Delaware corporation, Snap-on
Pace Company (the "Purchaser"), a Wisconsin corporation and an indirect
wholly-owned subsidiary of Parent, and Hein-Werner Corporation (the
"Company"), entered into the Agreement and Plan of Merger, dated as of
April 27, 1998 (the "Merger Agreement"), which provides, among other
things, for the merger of the Purchaser with and into the Company (the
"Merger"). Pursuant to the Merger Agreement, the Purchaser commenced a
cash tender offer on May 4, 1998, for all outstanding shares of the
Company's common stock, including the associated common share purchase
rights (the "Shares"), at a price of $12.60 per Share, net to the seller in
cash (the "Offer"). The Offer expired at 12:00 midnight, New York City
time, on Monday, June 1, 1998. At such time, Purchaser accepted for
payment approximately 2,737,030 Shares validly tendered and not withdrawn
(approximately 93.7% of the issued and outstanding Shares).
On July 17, 1998, a special meeting of shareholders was held at which
the requisite number of shareholders approved and adopted the Merger
Agreement. As a result of the Merger, the Company is the surviving
corporation and has become an indirect wholly-owned subsidiary of Parent.
In the Merger, each outstanding share of common stock of the Company (other
than shares held by the Company or owned by the Purchaser) was converted
into the right to receive $12.60 in cash, without interest thereon, all as
more fully set forth and described in the Information Statement and the
Merger Agreement, each of which was filed as part of a Schedule 14C on June
18, 1998.
ITEM 7. Financial Statements
(a)-(b) Not required.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of April 27, 1998,
by and among Parent, the Purchaser and the Company
(incorporated by reference to Exhibit (c)(1) of the Schedule
14D-1 filed on May 4, 1998, by Parent and the Purchaser).
99.1 Press Release of Snap-on Incorporated, dated July 20, 1998.
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 of
the undersigned hereunto duly authorized.
Dated: July 22, 1998 By: /s/ Susan F. Marrinan
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Name: Susan F. Marrinan
Title: Vice President, General Counsel
and Secretary
EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of April 27, 1998, by
and among Parent, the Purchaser and the Company (incorporated
by reference to Exhibit (c)(1) of the Schedule 14D-1 filed on
May 4, 1998, by Parent and the Purchaser).
99.1 Press Release of Snap-on Incorporated, dated July 20, 1998.