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) September 28, 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 7.01 REGULATION FD DISCLOSURE
--------- ------------------------
On September 28, 2004, Snap-on Incorporated (the "Corporation") issued a press
release entitled "Snap-on Expects EPS of $0.37 - $0.40 for Third-quarter 2004;
Estimates EPS of $1.35 - $1.45 for Full-year 2004; Anticipates Continued Strong
Cash Flow." The text of the press release is furnished herewith as Exhibit 99
and incorporated herein by reference.
The press release notes that a discussion of the announcement in the release
will be webcast on www.snapon.com at 8:00 a.m. CDT September 28, 2004, and a
replay will be available for at least 10 days following the call.
The press release also contains cautionary statements identifying important
factors that could cause actual results of the Corporation to differ materially
from those described in any forward-looking statement of the Corporation.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (FURNISHED PURSUANT TO ITEM 7.01)
--------- -------------------------------------------------------------------
(c) Exhibits
99 Press Release of Snap-on Incorporated, dated September 28, 2004
2
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: September 28, 2004 By: /s/ Martin M. Ellen
--------------------------------------------
Martin M. Ellen, Principal Financial Officer,
Senior Vice President - Finance and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
99 Press Release of Snap-on Incorporated, dated September 28, 2004,
entitled "Snap-on Expects EPS of $0.37 - $0.40 for Third-quarter 2004;
Estimates EPS of $1.35 - $1.45 for Full-year 2004; Anticipates
Continued Strong Cash Flow."
3