-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OAfYv6iIeGRg36PcETYoMjUuUdG6aP+5CueZfPL080nvFmpEsxPDeKc+09ktzQoL WYEvnStvZ0urNjgCW0gQhw== 0001157523-04-010745.txt : 20041115 0001157523-04-010745.hdr.sgml : 20041115 20041115104857 ACCESSION NUMBER: 0001157523-04-010745 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20041113 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041115 DATE AS OF CHANGE: 20041115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SNAP ON INC CENTRAL INDEX KEY: 0000091440 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 390622040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07724 FILM NUMBER: 041142399 BUSINESS ADDRESS: STREET 1: 10801 CORPORATE DRIVE CITY: KENOSHA STATE: WI ZIP: 53141-1430 BUSINESS PHONE: 4146565200 MAIL ADDRESS: STREET 1: 10801 CORPORATE DRIVE CITY: KENOSHA STATE: WI ZIP: 53141 FORMER COMPANY: FORMER CONFORMED NAME: SNAP ON TOOLS CORP DATE OF NAME CHANGE: 19920703 8-K 1 a4765940.txt SNAP-ON 8-K 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) November 13, 2004 ----------------- Snap-on Incorporated (Exact name of registrant as specified in its charter) Delaware 1-7724 39-0622040 -------- ------ ---------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 10801 Corporate Drive, Pleasant Prairie, Wisconsin 53158-1603 ------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (262) 656-5200 --------------- 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)) 1 Item 1.01 Entry into a Material Definitive Agreement - --------- ------------------------------------------ On November 15, 2004, Snap-on Incorporated (the "Company") issued a press release announcing the resignation of Dale F. Elliott as the Company's Chairman, Chief Executive Officer and President. A copy of the press release is attached hereto as Exhibit 99.1. In connection with Mr. Elliott's resignation, on November 13, 2004, the Company and Mr. Elliott entered into a separation agreement (the "Separation Agreement") and a mutual release (the "Mutual Release"). Pursuant to the terms of the Separation Agreement, Mr. Elliott resigned and as consideration for execution of the Separation Agreement and the Mutual Release, will receive (i) his base salary payable through November 13, 2004 and (ii) a severance payment equal to two times the sum of (a) his base salary plus (b) his Target Annual Incentive (as defined in the Employment Agreement (see Item 1.02 below)). Each outstanding stock option held by Mr. Elliott becomes fully vested and, in the case of non-qualified stock options, shall remain outstanding and exercisable for a period of two years or, if later, the period prescribed by the applicable option agreement (but in no event later than the expiration date of such option). Mr. Elliott is also obligated to (i) comply with certain non-competition provisions until November 13, 2005, (ii) certain non-solicitation provisions until November 13, 2006 and (iii) confidentiality and cooperation requirements for an indefinite period (collectively, the "Restrictive Covenants"). Refer to his Employment Agreement, Section 5(a) (excluding the sections regarding Non-Renewal) and Sections 8(b) - 8(e) for a complete description. A copy of each the Separation Agreement and the Mutual Release is attached hereto as Exhibits 10.1 and 10.2 respectively and are incorporated herein by reference. Item 1.02 Termination of a Material Definitive Agreement - --------- ---------------------------------------------- In connection with Mr. Elliott's resignation, the following material definitive agreements of the Company have been terminated effective November 13, 2004: the Employment Agreement between the Company and Dale Elliott, except for Sections 8, 9, 10 and 11(b), and the Restated Senior Officer Agreement between the Company and Dale Elliott. Item 5.02 Departure of Directors or Principal Officers; Election of - --------- --------------------------------------------------------- Directors; Appointment of Principal Officers -------------------------------------------- On November 13, 2004, by way of the letter attached as Exhibit 17.1, Mr. Elliott resigned as the Chairman, Chief Executive Officer and President of the Company. Mr. Elliott was a member of the Finance and Executive committees of the Board of Directors prior to his resignation. On November 13, 2004, the Company's Board of Directors elected Jack D. Michaels to the positions of the Company's Chairman, Chief Executive Officer and President. Mr. Michaels has been a member of Snap-on's Board of Directors since 1998. Prior to being elected to these positions, Mr. Michaels, age 67, retired as the Chairman of HNI Corporation ("HNI"). Prior to his retirement from HNI, he served as HNI's Chairman and Chief Executive Officer (until 2004) and President (until 2003) since 1996. 2 Item 9.01 Financial Statements and Exhibits - --------- --------------------------------- (c) Exhibits 10.1 Separation Agreement between Snap-on Incorporated and Dale F. Elliott dated November 13, 2004. 10.2 Mutual Release between Snap-on Incorporated and Dale F. Elliott dated November 13, 2004. 17.1 Letter of Resignation from Dale F. Elliott dated November 13, 2004. 99.1 Snap-on Incorporated Press Release dated November 15, 2004. 3 SIGNATURES ---------- Pursuant to the requirements of the Securities and Exchange Act of 1934, Snap-on Incorporated has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SNAP-ON INCORPORATED Date: November 15, 2004 By: /s/ Susan F. Marrinan ---------------------------------------- Susan F. Marrinan, Vice President, Secretary and Chief Legal Officer 4 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 10.1 Separation Agreement between Snap-on Incorporated and Dale F. Elliott dated November 13, 2004. 10.2 Mutual Release between Snap-on Incorporated and Dale F. Elliott dated November 13, 2004. 17.1 Letter of Resignation from Dale F. Elliott dated November 13, 2004. 99.1 Snap-on Incorporated Press Release dated November 15, 2004. 5 EX-10.1 2 a4765940ex101.txt SNAP-ON EX-10.1 EXHIBIT 10.1 SEPARATION AGREEMENT This Separation Agreement (this "Agreement") by and between Snap-on Incorporated, a Delaware corporation (the "Company"), and Dale F. Elliott (the "Executive"), is entered into effective as of November [13], 2004 (the "Execution Date"). WHEREAS, the Executive has been employed by the Company as its Chief Executive Officer and President and has served as Chairman ("Chairman") of the Company's Board of Directors (the "Board"); and WHEREAS, the Executive and the Company are parties to an Employment Agreement entered into as of April 27, 2001 (the "Employment Agreement"); and WHEREAS, the Executive and the Company have agreed that, as of the Execution Date, Executive shall cease to be employed by the Company and shall cease to serve as Chairman and as a member of the Board, and they wish to set forth their mutual agreement as to the terms and conditions thereof; NOW, THEREFORE, the Company and the Executive hereby agree as follows: 1. Separation. Effective as of the Execution Date, the Executive shall cease to be employed by the Company and shall resign from his position as and cease to be Chairman and a member of the Board, and shall resign from and cease to hold all other positions the Executive held as of the Execution Date as an officer or member of the board of directors of any of the Company's subsidiaries or affiliates (the Company and all of its subsidiaries and affiliates are hereinafter referred to as the "Affiliated Entities"). The Executive hereby agrees to execute any and all documentation in connection with the foregoing upon request by the Company, but he shall be treated for all purposes as having ceased to be so employed and as having so resigned effective as of the Execution Date, regardless of when or whether he executes any such documentation. 2. Employment Agreement. Effective as of the Execution Date, the Employment Agreement shall terminate and shall thereafter be of no force and effect except that Sections 8, 9, 10, and 1l(b) of the Employment Agreement (which are incorporated herein by reference) shall survive such termination and shall remain in full force and effect in accordance with their terms, it being understood that the Restricted Period (as defined in the Employment Agreement) applicable to the provisions of Section 8(b) of the Employment Agreement shall be one year following the Execution Date. Other than as expressly set forth in or contemplated by this Agreement and other than vested benefits accrued under employee benefit plans of the Company, the Executive shall not be entitled to receive any benefits, payment or other compensation from the Company or any of the Affiliated Entities in connection with his cessation of employment or his ceasing to serve as Chairman and as a member of the Board, including, without limitation, severance and benefits under the Employment Agreement or the Restated Senior Officer Agreement between the Company and the Executive. 3. Separation Benefits: Mutual Release. (a) Subject to the provisions of Section 8 of the Employment Agreement, and subject to Section 3(b) below, the Executive shall be entitled to receive from the Company the payments and benefits set forth in Section 5(a) of Employment Agreement. (b) If the Executive executes a Release, substantially in the form set forth in Appendix A hereto (the "Release"), and does not revoke the Release within the time provided therein for such revocation, then in consideration for the Release (i) the Company shall pay to the Executive, promptly following the end of the revocation period contemplated by the Release and in full satisfaction of the Company's obligations under Section 5(a)(ii) of the Employment Agreement, a lump sum cash payment equal to the amount determined pursuant to Section 5 (a)(ii) of the Employment Agreement, less the amount of any installment payments previously made to Executive pursuant to such Section and (ii) the Company shall also execute the Release. 4. Nondisparagement. (a) The Executive shall not make, participate in the making of, or encourage any other person to make, any statements, written or oral, which criticize or disparage the goodwill or reputation of any of the Affiliated Entities or any of their respective past or present directors, officers, executives or employees. (b) The Company shall instruct its directors and officers and the directors and officers of its Affiliated Entities not to make, participate in the making of, or encourage any other person to make any statements which criticize or disparage the Executive's integrity or moral character. (c) Notwithstanding the foregoing, nothing in this Section 4 shall prohibit any person from making truthful statements when required by order of a court or other body having jurisdiction, or as otherwise may be required by law or legal process. 5. Tax Withholding. Notwithstanding any other provision of this Agreement, the Company may withhold from any amounts payable under this Agreement, or any other benefits received pursuant hereto, any amounts required or authorized to be withheld under any applicable law or regulation including any Federal, state and/or local taxes. 6. Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 7. Entire Agreement. This Agreement represents the entire agreement between the parties with respect to the subject hereof and supersedes all prior discussions, representations, arrangements and agreements with respect to the subject matter hereof. 8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Wisconsin, without reference to principles of conflict of laws. -2- IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of the date first set forth above. Snap-on Incorporated By: /s/Bruce S. Chelberg ------------------------------- Name: Bruce S. Chelberg Title: Chairman, Organization & Executive Compensation Committee /s/ Dale F. Elliott ----------------------------------- -3- EX-10.2 3 a4765940ex102.txt SNAP-ON EX-10.2 EXHIBIT 10.2 APPENDIX A MUTUAL RELEASE -------------- (a) Dale F. Elliott ("Releasor"), for and in consideration of the release set forth in paragraph (d) below and the payment of the lump sum amount provided pursuant to Section 3 (b) of the Separation Agreement entered into effective as of November 13, 2004 (the "Separation Agreement"), does for himself and his heirs, executors, administrators, successors and assigns, hereby now and forever, voluntarily, knowingly and willingly release and discharge Snap-on Incorporated (the "Company") and its parents and each of their respective subsidiaries and affiliates (collectively, the "Company Group"), together with each of their respective present and former partners, officers, directors, employees and agents, and each of their predecessors, heirs, executors, administrators, successors and assigns (but as to any partner, officer, director, employee or agent, only in connection with, or in relationship to, his or its capacity as a partner, officer, director, employee or agent of the Company and its subsidiaries or affiliates and not in connection with, or in relationship to, his or its personal capacity unrelated to the Company or its subsidiaries or affiliates) (collectively, the "Company Releasees"), from any and all charges, complaints, claims, promises, agreements, controversies, causes of action and demands of any nature whatsoever, known or unknown, suspected or unsuspected (collectively, "Claims."), which Releasor or Releasor's heirs, executors, administrators, successors or assigns ever had, now have or hereafter can, shall or may have against the Company Releasees, jointly or severally, by reason of any matter, cause or thing whatsoever arising from the beginning of time to the time Releasor executes this release, arising out of or relating in any way to Releasor's employment or director relationship with the Company, or the termination thereof, including but not limited to Claims arising out of or relating to the Employment Agreement between Releasor and the Company entered into as of April 27, 2001. This release includes, but is not limited to, any Claims arising under any statute or regulation, including the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, or the Family and Medical Leave Act of 1993, the Wisconsin Fair Employment Act, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between any Company Releasee and Releasor. Releasor shall not seek or be entitled to any personal recovery, in any action or proceeding that may be commenced on Releasor's behalf in any way arising out of or relating to the matters released herein. Notwithstanding the foregoing, nothing herein shall release any Company Releasee from any Claim (i) based on the Executive's rights under the Separation Agreement, (ii) that arises after the date the Executive executes this release, (iii) relating to the Executive's eligibility for indemnification in accordance with applicable laws or the certificate of incorporation or by-laws of the Company (or any affiliate or subsidiary) or any applicable insurance policy, with respect to any liability the Executive incurs or incurred as a director, officer or employee of the Company or any affiliate or subsidiary (including as a trustee, director or officer of any employee benefit plan), (iv) based on any vested rights to benefits under any employee benefit plans in which the Executive participated as of the Execution Date or (v) based on any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for which the Executive and the Company or any affiliate or subsidiary are held jointly liable. (b) Releasor has been advised to consult with an attorney of Releasor's choice prior to signing this release, has done so and enters into this release freely and voluntarily. (c) Releasor has had in excess of twenty-one (21) calendar days to consider the terms of this release. Once Releasor has signed this release, Releasor has seven (7) additional days to revoke Releasor's consent and may do so by writing to the Company as provided in Section 11(b) of the Employment Agreement. Releasor's release shall not be effective, and the Company shall be under no obligation to make the lump sum payment contemplated by Section 3 (b) of the Separation Agreement or to execute this release, until the eighth day after Releasor shall have executed this release (the "Effective Date") and returned it to the Company, assuming that Releasor has not revoked Releasor's consent to this release prior to such date. (d) The Company, for and in consideration of the release set forth in paragraph (a) above and Releasor's covenants under the Employment Agreement and the Separation Agreement, on behalf of itself and the other members of the Company Group and any other Company Releasee, their respective successors and assigns, and any and all other persons claiming through any member of the Company Group or such other Company Releasee, and each of them, does hereby now and forever, voluntarily, knowingly and willingly release and discharge, the Releasor and his dependents, administrators, agents, executors, successors, assigns, and heirs, from any and all Claims which the Company and each other member of the Company Group or any other Company Releasee, their respective successors and assigns, and any and all other persons claiming through any member of the Company Group or such other Company Releasee ever had, now have or hereafter can, shall or may have against the Releasor by reason of any matter, cause or thing whatsoever arising from the beginning of time to the time the Company executes this release arising out of or relating to the Executive's employment or director relationship with the Company or the termination thereof, including, but not limited to, any Claim arising under any federal, state or local employment law or ordinance, tort, contract or breach of public policy theory or alleged violation of any other legal obligation. Notwithstanding the foregoing, nothing herein shall release the Releasor and his dependents, administrators, agents, executors, successors, assigns, and heirs from any Claim (i) in respect of the Company's rights under the Employment Agreement or the Separation Agreement for any breach by the Executive of either of such agreements on or after the Execution Date of the Separation Agreement, (ii) based on any Claim that arises after the date the Company executes this release or (iii) based on any right the Company or any affiliate or subsidiary may have to obtain contribution as permitted by law in the event of entry of judgment against it as a result of any act or failure to act for which the Company or any affiliate or subsidiary and the Executive are jointly liable. (e) The Company's release shall become effective on the Effective Date, assuming that Releasor shall have executed this release and returned it to the Company and has not revoked Releasor's consent to this release prior to the Effective Date. (f) In the event that anyone or more of the provisions of this release shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this release shall not in any way be affected or impaired thereby. -2- (g) This release may be executed in one or more counterparts, including by facsimile, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. (h) This release shall be governed by the law of the State of Wisconsin without reference to its choice of law rules. -3- IN WITNESS WHEREOF, each of the parties hereto has duly executed this release as of the date set forth below, such release to become effective on the Effective Date, assuming that Releasor has not revoked Releasor's consent to this release prior to the Effective Date. Snap-on Incorporated By: /s/ Bruce S. Chelberg --------------------- Name: Bruce S. Chelberg Title: Director Signed this 13 day of November 2004. /s/ Dale F. Elliott -------------------------- Signed this 13 day of November, 2004. -4- EX-17 4 a4765940ex171.txt SNAP-ON EX-17.1 EXHIBIT 17.1 November 13, 2004 To the Board of Directors Snap On Incorporated I hereby tender my resignation as the President and the Chief Executive Officer of Snap On Incorporated and as the Chairman and a member of the Board of Directors and from any other positions I hold with subsidiaries and affiliates of Snap On Incorporated, such resignations to be effective immediately. Sincerely yours, /s/ Dale F. Elliott - ------------------------------ Dale Elliott EX-99.1 5 a4765940ex991.txt SNAP-ON EX-99.1 Exhibit 99.1 Snap-on Announces Resignation of CEO, Dale F. Elliott, and the Election of Board Member, Jack D. Michaels, as Successor KENOSHA, Wis.--(BUSINESS WIRE)--Nov. 15, 2004--Snap-on Incorporated (NYSE:SNA), a global leader in tools, diagnostics and equipment, today announced the resignation of its chairman, president and chief executive officer, Dale F. Elliott, effective immediately. The company's Board of Directors has elected Jack D. Michaels, recently retired chairman and chief executive officer of HNI Corporation (NYSE:HNI) and a Snap-on director since 1998, to fill the position. "Dale has made considerable contributions to Snap-on and leaves the company with a strong balance sheet and cash flow," said Bruce Chelberg, a member of the company's Board of Directors. "As head of the company, he set the highest standards of integrity and commitment. The Board is grateful for Dale's many contributions during his nine years with the company." "Jack is a dynamic, aggressive leader with a deep reservoir of lean manufacturing and global experience, as well as a proven track record of improving operating efficiencies and driving growth," said Chelberg. "We're confident that he will do the same with Snap-on." During Michaels' 14-year tenure as CEO of HNI Corporation, the company experienced dramatic growth, more than tripling revenues while increasing profits by more than four times and earnings per share by more than five times. He achieved this performance during challenging economic conditions and in an intensely competitive marketplace. HNI Corporation, formerly HON Industries, is a leading manufacturer of office furniture and hearth products based in Iowa. "I'm very pleased to accept this position at Snap-on, well known for its quality and innovation," said Michaels. "Snap-on is an outstanding company with a great brand, a strong customer base, quality management team, a motivated dealer organization and dedicated employees. I look forward to leveraging these strengths and accelerating the pace of change in order to drive profitable growth and take Snap-on to the next level." Michaels cited as his near-term priorities the need to work with the organization to improve operating efficiencies, respond to customer needs and market changes more quickly and to correct performance issues in its commercial and industrial businesses. The company also said it expects to meet its previously announced outlook of full-year 2004 reported earnings to be in the range of $1.35 to $1.45 per diluted share, excluding severance costs to Elliott of approximately $0.04 per share. Snap-on Incorporated is a leading global innovator, manufacturer and marketer of tool, diagnostics and equipment solutions for professional tool users. Product lines include hand and power tools, diagnostics and shop equipment, tool storage, diagnostics software and other solutions for vehicle-service, industrial, government and agricultural customers, and commercial applications, including construction and electrical. Products are sold through its franchised dealer van, company-direct sales and distributor channels, as well as over the Internet. Founded in 1920, Snap-on is a $2+ billion, S&P 500 company headquartered in Kenosha, Wisconsin, and employs approximately 12,000 people worldwide. Important information about forward-looking statements Statements in this news release that are not historical facts, including statements (i) that include the words "expects," "targets," "plans," "estimates," "believes," "anticipates," or similar words that reference Snap-on or its management; (ii) specifically identified as forward-looking; or (iii) describing Snap-on's or management's future outlook, plans, estimates, objectives or goals, are forward-looking statements. Snap-on or its representatives may also make similar forward-looking statements from time to time orally or in writing. Snap-on cautions the reader that any forward-looking statements included in this release that are based upon assumptions and estimates were developed by management in good faith and that management believes such assumptions and estimates to be reasonable as of the date of this release. However, these statements are subject to risks, uncertainties or other factors, including some events that may not be within the control of the company, that could cause (and in some cases have caused) actual results to differ materially from those described in any such statement. These risks and uncertainties include, without limit, uncertainties related to estimates, assumptions and projections generally, and the timing and progress with which Snap-on can continue to achieve savings from cost reduction, continuous improvement and other Operational Fitness initiatives; make improvements in supply chain efficiencies; and make effective improvements in machine maintenance, plant productivity and manufacturing line set-up and change-over practices; as well as uncertainties related to the company's capability to retain and attract dealers, effectively implement new programs, capture new business, introduce successful new products and other Profitable Growth initiatives; and its ability to withstand disruption arising from planned facility closures, or other labor interruptions. These risks also include uncertainties related to Snap-on's ability to withstand external negative factors including terrorist disruptions on business; potential changes in trade, monetary and fiscal policies, regulatory reporting requirements, laws and regulations, or other activities of governments or their agencies, including military actions and such aftermath that might occur; the impact on approximately ten percent of the dealer network and on the company's sales from hurricane activity in the Southern and Eastern coastal regions of the United States and the related impact of decreased sales on the operating income from financial services; and the absence of significant changes in the current competitive environment, inflation, interest rates, legal proceedings, and energy and raw material supply and pricing (including steel), supplier disruptions, currency fluctuations, or the material worsening of economic and political situations around the world, particularly in North America and Europe. In addition, investors should be aware that generally accepted accounting principles prescribe when a company should reserve for particular risks, including litigation exposures. Accordingly, results for a given reporting period could be significantly affected if and when a reserve is established for a major contingency. Reported results, therefore, may appear to be volatile in certain accounting periods. These factors may not constitute all factors that could cause actual results to differ materially from those discussed in any forward-looking statement. Snap-on operates in a continually changing business environment and new factors emerge from time to time. Snap-on cannot predict such factors nor can it assess the impact, if any, of such factors on Snap-on's financial position or its results of operations. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results or regarded as a representation by the company or its management that the projected results will be achieved. Snap-on disclaims any responsibility to update any forward-looking statement provided in this news release. Any opinions, estimates or forecasts regarding Snap-on performance made by analysts are theirs alone and do not represent the opinions, forecasts or predictions of Snap-on or its management, nor does Snap-on endorse or otherwise comment on such forecasts. CONTACT: for Snap-on Incorporated Richard Secor, 262/656-5561 (Media) William Pfund, 262/656-6488 (Investors) www.snapon.com -----END PRIVACY-ENHANCED MESSAGE-----