UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
SNAP-ON INCORPORATED
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
83 3034101
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(CUSIP Number)
December 31, 2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 4 Pages
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CUSIP No. 83 3034101
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Snap-on Incorporated Benefit Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Not Applicable
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 5,322,743(See Item 4)
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
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PERSON 8 SHARED DISPOSITIVE POWER
WITH 5,322,743(See Item 4)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,322,743(See Item 4)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions) [ ]
Not Applicable
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
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12 TYPE OF REPORTING PERSON (See Instructions)
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Page 2 of 4 Pages
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CUSIP No. 83 3034101
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This amendment relates to the Common Stock, $1.00 par value (the "Common
Stock"), of Snap-on Incorporated (the "Company"), 2801 80th Street, Kenosha,
WI 53141-1410. This Amendment is filed by the Snap-on Incorporated Benefit
Trust (by the Northern Trust Company as Trustee), 2801 80th Street, Kenosha,
WI 53141-1410.
Item 4 is hereby amended in its entirety to read as follows:
Item 4. Ownership:
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(a) Amount Beneficially Owned:
5,322,743*
(b) Percent of Class:
8.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote:
5,322,743*
(iii) sole power to dispose or to direct the disposition
of: 0
(iv) shared power to dispose or to direct the
disposition of: 5,322,743**
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* The filing of this Statement on Schedule 13G by the Snap-on Incorporated
Benefit Trust (the "Trust") does not constitute, and should not be construed as,
an admission that either the Trust or the Northern Trust Company (the
"Trustee"), beneficially owns any securities covered by this Statement or is
required to file this Statement. In this connection, the Trust and the Trustee
disclaim beneficial ownership of the securities covered by this Statement. The
Trust is designed to acquire, hold and distribute shares of Company Common Stock
for the purpose of funding certain benefit programs and compensation
arrangements of the Company. If the Company sets a record date to determine
shareholders entitled to vote at a shareholders' meeting, then the participants
in such programs and arrangements, other than participants who are members of
the Board of Directors of Snap-on Incorporated, to whom shares are deliverable
as of the record date as a result of purchases pursuant to the Company's
Employee Stock Ownership Plan or Franchised Dealer Stock Ownership Plan or
pursuant to the exercise of stock options granted to such participants under the
Company's Amended and Restated Snap-on Incorporated 1986 Incentive Stock Program
and the 2001 Incentive Stock and Awards Plan, have the right to instruct the
Trustee how to vote those deliverable shares at the meeting. Such deliverable
shares will be voted in accordance with the directions to vote such shares from
such participants. For all other shares of Company stock held in the Trust and
for deliverable shares for which the Trustee has received no direction to vote,
the Trustee will vote such shares in the same proportion as the outstanding
shares that are not held by the Trust have been voted, subject to applicable
law.
** Shares of Company stock in the Trust may be disposed of by the Trust or
Trustee only in accordance with the terms of the Trust.
Page 3 of 4 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 14, 2003
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Date
SNAP-ON INCORPORATED BENEFIT TRUST
By: /s/ Suzette Shepherd
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Name: Suzette Sheperd
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Title: Trust officer
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For The Northern Trust Company, as
Trustee