UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment
No. 1 to 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 28, 2006
 |
| (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 Identification No.) |
| incorporation or organization) |
| 2801 80th Street, Kenosha, WI 53143 |
| (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)) |
TABLE OF CONTENTS
Item 9.01 Financial Statements
and Exhibits
SIGNATURES
Exhibit Index
EXHIBIT 2.1
EXHIBIT 2.2
EXHIBIT 23.1
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3
2
This form 8-K/A is filed as an
amendment to the Current Report on Form 8-K filed by Snap-on Incorporated under Items
2.01, 2.03 and 9.01 on December 4, 2006. This amendment is being filed to include the
financial information required under Item 9.01, and it amends and restates Item 9.01
in its entirety.
Item 9.01 Financial
Statements and Exhibits
| |
(a) |
Audited
combined balance sheet of ProQuest Business Solutions Inc. and Related Entities as of
December 31, 2005 and the related combined statements of operations, cash flows, and
shareholders’ equity and comprehensive income for the year then ended are filed as
Exhibit 99.1 to this amendment. The unaudited combined balance sheet of ProQuest
Business Solutions Inc. and Related Entities as of September 30, 2006 and the related
unaudited combined statements of operations and cash flows for the thirty-nine week
periods ended September 30, 2006 and October 1, 2005 are filed as Exhibit 99.2 to
this amendment. The combined balance sheet of ProQuest Business Solutions Inc. and
Related Entities as of December 31, 2005 is also presented in Exhibit 99.2. |
| |
(b) |
The
unaudited pro forma condensed consolidated financial statements of Snap-on
Incorporated with respect to the transaction are filed as Exhibit 99.3 to
this amendment. |
| |
(d) |
Exhibits:
The following exhibits are filed herewith: |
| |
2.1
Stock and Asset Purchase Agreement, dated as of October 20, 2006, by and between Snap-on
Incorporated and ProQuest Company (incorporated by reference to Exhibit 10.1 of Snap-on’s
Form 8-K dated October 20, 2006 (Commission File No. 1-7724)). |
| |
2.2
Amendment No. 1 to Stock and Asset Purchase Agreement, dated as of November 1, 2006, by
and between ProQuest Company and Snap-on Incorporated (incorporated by reference to
Exhibit 10.1 if Snap-on’s Form 8-K dated November 1, 2006 (Commission File No.
1-7724)). |
| |
23.1
Consent of KPMG LLP. |
| |
99.1
Audited combined balance sheet of ProQuest Business Solutions Inc. and Related Entities
as of December 31, 2005 and the related combined statements of operations, cash
flows, and shareholders’ equity and comprehensive income for the year then ended. |
| |
99.2
The unaudited combined balance sheet of ProQuest Business Solutions Inc. and Related
Entities as of September 30, 2006 and the related unaudited combined statements of
operations and cash flows for the thirty-nine week periods ended September 30, 2006 and
October 31, 2005, and the combined balance sheet of ProQuest Business Solutions Inc. and
Related Entities as of December 31, 2005. |
| |
99.3
Unaudited pro forma condensed consolidated financial statements of Snap-on Incorporated. |
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: January 9, 2007 |
By: /s/ Martin M. Ellen |
|
Martin M. Ellen, Senior Vice President - Finance and |
|
Chief Financial Officer |
4
SNAP-ON INCORPORATED
Exhibit Index to
Current Report on Form 8-K
Exhibit
Number
| 2.1 |
Stock
and Asset Purchase Agreement, dated as of October 20, 2006, by and between Snap-on
Incorporated and ProQuest Company (incorporated by reference to Exhibit 10.1 of Snap-on’s
Form 8-K dated October 20, 2006 (Commission File No. 1-7724)). |
| 2.2 |
Amendment
No. 1 to Stock and Asset Purchase Agreement, dated as of November 1, 2006, by and between
ProQuest Company and Snap-on Incorporated (incorporated by reference to
Exhibit 10.1 of Snap-on’s Form 8-K dated November 1, 2006 (Commission
File No. 1-7724)). |
| 23.1 |
Consent
of KPMG LLP. |
| 99.1 |
Audited
combined balance sheet of ProQuest Business Solutions Inc. and Related Entities as of
December 31, 2005 and the related combined statements of operations, cash flows, and
shareholders’ equity and comprehensive income for the year then ended. |
| 99.2 |
The
unaudited combined balance sheet of ProQuest Business Solutions Inc. and Related Entities
as of September 30, 2006 and the related unaudited combined statements of operations and
cash flows for the thirty-nine week periods ended September 30, 2006 and October 31,
2005, and the combined balance sheet of ProQuest Business Solutions Inc. and Related
Entities as of December 31, 2005. |
| 99.3 |
Unaudited
pro forma condensed consolidated financial statements of Snap-on Incorporated. |
5