UNITED STATES
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): |
January 9, 2007 |
Snap-on
Incorporated
(Exact name of
registrant as specified in its charter)
| Delaware |
1-7724 |
39-0622040 |
| (State or other |
(Commission File |
(IRS Employer |
| jurisdiction of |
Number) |
Identification No.) |
| incorporation) |
|
|
2801 80th Street,
Kenosha, WI 53143
(Address of principal executive offices, including zip code)
(262)
656-5200
(Registrant’s
telephone number)
Not
Applicable
(Former
name or former address, if changed since last report)
_________________
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
| [ ] |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| [ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
| Item 1.01. |
Entry into Material Definitive Agreement. |
On
January 9, 2007, Snap-on Incorporated (the “Company”) entered into an
Underwriting Agreement with Citigroup Global Markets Inc., Credit Suisse Securities (USA)
LLC and J.P. Morgan Securities Inc. as representatives of the several underwriters listed
therein (collectively, the “Underwriters”), pursuant to
which the Company agreed to sell and the Underwriters agreed to purchase, subject to and
upon terms and conditions set forth therein, $300,000,000 in floating and fixed rate notes
consisting of the following two series (collectively, the “Debt Securities”):
| |
(a) |
$150,000,000
Floating Rate Notes Due 2010; and |
| |
(b) |
$150,000,000
5.500% Notes Due 2017. |
The
offering of the Debt Securities closed on January 12, 2007.
In
the ordinary course of their respective businesses, the Underwriters or their affiliates
have performed and may in the future perform certain commercial banking, investment
banking and advisory services for the Company from time to time for which they have
received and may receive in the future customary fees and expenses.
The
Debt Securities were issued under the Indenture (the “Indenture”), between the
Company and U.S. Bank National Association, as Trustee (the “Trustee”), in the
form filed by the Company with the Securities and Exchange Commission (the
“SEC”) as an exhibit to its Registration Statement on Form S-3 (Registration No.
333-139863) (the “Registration Statement”), to which the offering of the Debt
Securities relates, and officers’ certificates establishing the terms and providing
for the issuance of the Debt Securities. The Indenture provides for customary events of
default and further provides that the Trustee or the holders of 25% in aggregate principal
amount of the outstanding Debt Securities of any series may declare the Debt Securities of
that series immediately due and payable upon the occurrence of any event of default after
expiration of any applicable grace period. In the case of specified events of bankruptcy,
insolvency, receivership or reorganization, the principal amount of the Debt Securities
and any accrued and unpaid interest on the Debt Securities automatically become due and
payable. If a change of control repurchase event occurs, the Debt Securities are subject
to repurchase by the Company at a repurchase price in cash equal to 101% of the aggregate
principal amount of the Debt Securities repurchased plus any accrued and unpaid interest
on the Debt Securities repurchased to the date of purchase.
Each
series of the Debt Securities is subject to the Registration Statement that the Company
filed with the SEC relating to the public offering from time to time of securities of the
Company pursuant to Rule 415 of the Securities Act of 1933, as amended. In connection with
the Company filing with the SEC a definitive prospectus supplement, dated January 9, 2007,
and prospectus, dated January 9, 2007, relating to the public offering of the Debt
Securities, the Company is filing certain exhibits as part of this Current Report on Form
8-K. See “Item 9.01 — Financial Statements and Exhibits.”
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant. |
The
information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 2.03.
| Item 9.01. |
Financial Statements and Exhibits. |
| |
(d) |
Exhibits.
The following exhibits are being filed herewith: |
| |
(1.1) |
Underwriting
Agreement, dated January 9, 2007, among Snap-on Incorporated, Citigroup Global
Markets Inc., Credit Suisse Securities (USA) LLC and J.P. Morgan Securities
Inc., as representatives of the several underwriters named therein. |
| |
(4.1) |
Officers’ Certificate,
dated January 12, 2007, creating the $150,000,000 Floating Rate Notes Due 2010. |
| |
(4.2) |
Officers’ Certificate,
dated January 12, 2007, creating the $150,000,000 5.500% Notes Due 2017. |
| |
(4.3) |
Indenture
dated as of January 8, 2007 between Snap-on Incorporated and U.S. Bank National
Association as Trustee (incorporated by reference to Exhibit (4)(b) to Form S-3
Registration Statement (Registration No. 333-139863) [File No. 1-7724]). |
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 hereunto duly authorized.
|
SNAP-ON INCORPORATED |
| |
|
| |
|
| Date: January 16, 2007 |
By: /s/ Martin M. Ellen |
|
Martin M. Ellen |
|
Senior Vice President-Finance and |
|
Chief Financial Officer |
SNAP-ON INCORPORATED
Exhibit Index to Form
8-K Dated January 9, 2007
Exhibits
| (1.1) |
Underwriting Agreement, dated January 9, 2007, among Snap-on Incorporated,
Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and J.P.
Morgan Securities Inc., as representatives of the several underwriters named
therein. |
| (4.1) |
Officers’ Certificate, dated January 12, 2007, creating the $150,000,000
Floating Rate Notes Due 2010. |
| (4.2) |
Officers’ Certificate, dated January 12, 2007, creating the $150,000,000
5.500% Notes Due 2017. |
| (4.3) |
Indenture dated as of January 8, 2007 between Snap-on Incorporated and U.S. Bank
National Association as Trustee (incorporated by reference to Exhibit (4)(b) to
Form S-3 Registration Statement (Registration No. 333-139863) [File No.
1-7724]). |