SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

AMENDMENT #2 TO CURRENT REPORT

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 30, 1999

Snap-on Incorporated
(Exact name of registrant as specified in its charter)

Delaware                       1-7724                      39-0622040
(State or other jurisdiction   (Commission File Number)         (IRS Employer
of incorporation                                        Identification No.)

10801 Corporate Drive, Pleasant Prairie, Wisconsin 53158-1603
(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code    (262) 656-5200

Snap-on  Incorporated  hereby files Amendment Number 2 to its Report on Form 8-K
filed on October 15, 1999 for purposes of filing  additional  information  under
Item 7a.

Item 7.    Financial Statements.

(a)   Financial statements of businesses acquired.

Presented on pages 3 through 12 are the 1998 audited financial statements, notes
to the  financial  statements  and  report  of  independent  public  accountants
pertaining  to the Sandvik Saws and Tools  business  currently  operating as the
Bahco Group ("Bahco Group") acquired on September 30, 1999 from Sandvik AB.

2

Bahco Group

Combined Financial Statements
As of December 31, 1998
Together with Report of
Independent Public Accountants

3

Report of Independent Public Accountants

We have  audited the  accompanying  combined  statement  of assets  acquired and
liabilities  assumed of the Bahco Group as of December 31, 1998, and the related
combined  statement of revenues and direct  expenses for the year ended December
31, 1998.  These combined  financial  statements are the  responsibility  of the
Bahco Group  management.  Our  responsibility  is to express an opinion on these
combined financial statements based on our audit.

We conducted  our audit in  accordance  with United  States  generally  accepted
auditing  standards.  Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the combined financial  statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting  the  amounts and  disclosures  in the  combined  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

The statements have been prepared in connection with the sale of the Bahco Group
by Sandvik  AB to Snap-on  Incorporated  and are not  intended  to be a complete
presentation  of the assets and  liabilities or the revenues and direct expenses
on a stand-alone basis.

In our opinion, the statements referred to above present fairly, in all material
respects,  the assets acquired and liabilities  assumed of the Bahco Group as of
December  31,  1998,  and the  revenues  and direct  expenses for the year ended
December  31,  1998,  in  conformity  with  United  States  generally   accepted
accounting principles.

Arthur Andersen LLP

Goteborg, Sweden
November 30, 1999

4

BAHCO GROUP

Combined Statement of Revenues and Direct Expenses
For the Year Ended December 31, 1998
(Amounts in thousands)

Net sales - third party                           $ 279,165
Net sales - affiliates                               44,743
--------
Net sales                                        323,908

Cost of goods sold                                 (215,119)

Operating expenses                                  (78,989)

Equity in earnings of unconsolidated 
subsidiaries                                          319

Other expense                                           (39)
--------
Earnings before interest and income taxes         $  30,080
========

The accompanying notes are an integral part of these statements.

5

BAHCO GROUP

Combined Statement of Assets Acquired and Liabilities Assumed
As of December 31, 1998
(Amounts in thousands)

ASSETS

Current assets

Cash and cash equivalents                             $  25,251

Accounts receivable, less allowance for
doubtful accounts of $2.0 million                      49,286

Inventories                                              78,935

Prepaid expenses and other assets                         5,432
--------

Total current assets                                    158,904

Due from affiliates                                       5,169

Property and equipment - net                             80,362

Other assets                                              3,710
--------

Total assets acquired                                 $ 248,145
========
LIABILITIES

Current liabilities

Accounts payable                                      $  12,283

Current maturities of long-term debt                      2,539

Other liabilities                                        27,444
--------

Total current liabilities                                42,266

Due to affiliates                                        92,325

Long-term debt                                            6,188

Pension                                                  12,872

Other liabilities                                           622
--------

Total liabilities assumed                             $ 154,273
--------

Net assets acquired and liabilities assumed           $  93,872
========

The accompanying notes are an integral part of these statements.

6

Note 1 - Summary of Accounting Policies

A summary of significant  accounting  policies applied in the preparation of the
accompanying combined financial statements follows:

a.  NATURE OF OPERATIONS:

The Bahco Group is comprised of a  combination  of specific  legal  entities and
carved out divisions all of which are wholly-owned by the parent company Sandvik
AB. In preparation for the proposed sale of its Saws and Tools business, Sandvik
AB created the Bahco Group.  The Bahco Group is a  manufacturer  and supplier of
professional  tool products.  Products are  manufactured at 11 plants in Sweden,
Germany, Portugal, France, England, the United States and Argentina. These tools
are designed for and sold mainly to professional users throughout the world.

b.  USE OF ESTIMATES:

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reported  amounts  of assets  and  liabilities,  the  disclosure  of
contingent assets and liabilities at the date of the financial  statements,  and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

c.  PRINCIPLES OF COMBINATION:

The combined  financial  statements  include the accounts of the specific  legal
entities and carved out divisions which comprise the Bahco Group. The statements
also include the  investment  in UTT, a speciality  manufacturer  of  electronic
torque tools and Deville,  a speciality  manufacturer  of  professional  pruning
equipment.  The  Bahco  Group  holds a 49  percentage  interest  in UTT and a 35
percentage  interest in Deville.  Both of these  investments  are accounting for
under the equity method of  accounting.  Transactions  with Sandvik AB and other
Sandvik AB  entities,  not  included in the Bahco  Group,  are shown as Due From
Affiliates and Due To Affiliates on the accompanying  financial statements.  All
significant intra-group accounts and transactions have been eliminated.

d.  BASIS OF PRESENTATION:

The  accompanying   financial   statements   include  the  assets  acquired  and
liabilities  assumed at December 31, 1998, and revenues and direct expenses from
January 1, 1998 through  December 31, 1998. In the opinion of management,  these
financial  statements  include all  adjustments  necessary to present fairly the
Combined  Statement of Assets  Acquired and  Liabilities  Assumed as of December
31,1998, and the Combined Statement of Revenues and Direct Expenses for the year
ended  December 31, 1998 in  accordance  with United States  generally  accepted
accounting  principles.  All  adjustments  made have been of a normal  recurring
nature.

The entities within the Bahco Group have their own administrative functions such
as human  resources,  finance and  accounting.  The costs of these functions are
included in the accompanying  financial statements.  Sandvik AB also has similar
administrative  functions such as human resources,  corporate finance, legal and
treasury departments,  the cost of which were not historically  allocated to the
Bahco Group.  In addition,  the many entities of the Bahco Group are part of and
integrated  with the entities of Sandvik AB and are included in the combined tax
return of Sandvik AB. Because of the inherent nature of carved out divisions not
being legal taxed entities, separate provisions were calculated for many of the
entities that make up the Bahco Group. As a result,  provisions for income taxes
are not included in the combined statement of revenues and direct expenses.

The  Bahco  Group's  primary  source  of  financing  is  through   inter-company
borrowings  from  Sandvik  Finance B.V. - a  subsidiary  of Sandvik AB.  Sandvik
Finance B.V.  cost of capital was not  allocated to the Bahco Group and as such,
no interest  expense on borrowings from Sandvik Finance B.V. are included in the
accompanying   combined   statement  of  revenues  and  direct   expenses.   The
inter-company  debt owed by 

7

the Bahco Group to Sandvik  Finance B.V. is included in Due To Affiliates in the
accompanying financial statements. Third party debt exists only for the entities
that existed as separate  legal units prior to the formation of the Bahco Group.
As such,  no third  party debt  exists for the  carved out  divisions.  Interest
expense  on third  party  debt is not  included  in the  accompanying  financial
statements.

As a result of the  relationship  between  the Bahco  Group and  Sandvik AB, the
financial  position and results of operations  are not indicative of the results
of the Bahco Group  business  had it been a  stand-alone  entity.  Additionally,
these financial  statements are not indicative of the future financial  position
or results of operations of the Bahco Group business.

e.  CASH EQUIVALENTS:

The Bahco  Group  considers  all  highly  liquid  investments  with an  original
maturity of three months or less to be cash  equivalents.  Cash  equivalents are
stated at cost, which approximates market value.

f.  FOREIGN CURRENCY TRANSLATION:

The  functional  currency of the Bahco  Group is Swedish  Krona.  The  financial
statements of the Bahco Group's non-Swedish subsidiaries are translated into the
functional  currency.  Net  assets of certain  subsidiaries  are  translated  at
current rates of exchange,  and income and expense  items are  translated at the
average  exchange rate for the year.  For purposes of this report,  amounts have
been converted  into US dollars using a conversion  rate as of December 31, 1998
of 8.1103 Swedish Krona per US dollar for assets and  liabilities and an average
rate for the year ended  December 31, 1998 of 7.9979 Swedish Krona per US dollar
for  revenues and direct  expenses.  All amounts in this report are stated in US
dollars.

g.  INVENTORIES:

Inventories  consisting  of  manufactured  products  are  valued at the lower of
historical cost or market.  Manufactured products includes the cost of material,
labor  and  manufacturing  overhead.  Inventories  are  accounted  for under the
first-in, first-out ("FIFO") cost method.

h.  PROPERTY AND EQUIPMENT:

Property  and  equipment  is  stated  at  cost  less  accumulated  depreciation.
Depreciation is provided on a straight-line  basis over estimated  useful lives.
Depreciation  expense for 1998 was $11.6  million.  For  detailed  property  and
equipment information, refer to Note 4.

i.  RESEARCH AND DEVELOPMENT COSTS:

Research and  development  costs are expensed as incurred.  For 1998 these costs
were $2.8 million.

j.  REVENUE RECOGNITION:

Revenues  are  recognized  at the time of shipment  and are equal to sales price
less deductions for discounts and returns.

k.  WARRANTY EXPENSE POLICY:

The company provides  product  warranties for specific product lines and accrues
for  estimated  future  warranty  costs  in the  period  in  which  the sale was
recorded.

8

l. Advertising and promotion expense:

Advertising and promotion costs are generally expensed when incurred.

Note 2 - Inventories

The components of the Bahco Group inventory were as follows:

(Amounts in thousands)

Finished stock                              $ 49,386

Work in process                               10,757

Raw materials                                 18,792
--------

Total inventories                           $ 78,935
========

Note 3 - Transactions with affiliates

The Bahco Group is affiliated  with several  entities  through  common direct or
indirect  ownership  through Sandvik AB. Various  transactions  are entered into
with these affiliates, primarily resulting from intercompany loans and advances.
Transactions  with affiliated  companies  included in the accompanying  combined
statements were as follows:

The Bahco Group sells  manufactured  products to other  Sandvik AB entities  not
included in the Bahco Group at arms length third party pricing. As such, margins
on sales to affiliates are included in the  accompanying  combined  statement of
assets acquired and liabilities assumed.

Amounts due to and due from  affiliates  included in the  accompanying  combined
statement of assets acquired and liabilities assumed were as follows:

(Amounts in thousands)

Due From Affiliates was comprised of the following:

Accounts receivable                                     $ 4,623
Prepaid expenses and other                                  546
------
Total                                                 $ 5,169
======
Due To Affiliates was comprised of the following:

Accounts payable                                        $33,495
Other liabilities                                        12,568
Debt                                                     46,262
------
Total                                                 $92,325
======

9

Note 4 - Property and Equipment

The Bahco Group's property and equipment values, which are carried at cost, were
as follows:

(Amounts in thousands)

Land                                            $  2,799

Buildings and improvements                        33,798

Machinery and equipment                          124,961
--------
161,558

Less: accumulated depreciation                   (81,196)
--------
Property and equipment - net                    $ 80,362
========

The  estimated  service  lives of property  and  equipment  are  principally  as
follows:

Buildings and improvements          10 to 50 years
Machinery and equipment              5 to 20 years
Transportation vehicles              2 to  5 years
Computer hardware                    3 to  5 years

Note 5 - Long-term Debt

The Bahco Group's Long-term debt consisted of the following:

(Amounts in thousands)

Notes  payable to banks with interest rates ranging
from 9.8% to 17.3% with a weighted average interest
rate of 12.5% at December 31, 1998, maturing at
various dates through April, 2003, payable in:
Argentina - Pesos                                       $ 8,416
Great Britain - Pounds                                      138
Note payable to City of Milan, Tennessee,
non-interest bearing, maturing January, 2000,
payable in United States Dollars                              173
-------
Total Long-term debt                                      8,727
Less: Current Maturities                                 (2,539)
-------
Long-term portion                                       $ 6,188
=======
Long-term debt matures as follows:

1999                              $ 2,539
2000                                2,402
2001                                1,262
2002                                1,262
2003                                1,262
-----
Total                              $ 8,727
=====

10

Note 6 - Financial Instruments

Sandvik AB has  established  an internal  program  under  which all  non-Swedish
denominated receivables and payables are recorded on the Bahco Group's financial
statements  at  pre-established  fixed  exchange  rates  to the  Swedish  Krona.
Fluctuations  in exchange  rates between the Swedish Krona and local  currencies
are absorbed at the Sandvik AB level and not allocated to the Bahco Group.

While the Bahco Group sells primarily to distributors, the Bahco Group's account
receivable do not represent significant concentrations of credit risk because of
the diversified portfolio of distributors and geographic areas.

Note 7 - Pension Plans

The Bahco Group recognizes retirement plan expenses in accordance with Statement
of Financial  Accounting  Standards  (SFAS) No. 87,  "Employers'  Accounting for
Pensions."  The Bahco Group has several other  subsidiary  pension plans that do
not report  pension  expense in accordance  with SFAS No. 87, as these plans and
the related pension expense are not material.

The Bahco Group's net pension expense included the following components:

(Amounts in thousands)

Service cost - benefits earned
during year                                  $ 1,421
Interest cost on projected
benefits                                       1,212
Less actual return on plan assets                (752)
Net amortization and deferral:
Transitional amount                            (133)
------
Net pension expense                           $ 1,748 
======

The status of the Bahco Group's pension plans was as follows:

(Amounts in thousands)

Change in projected benefit obligation:
Benefit obligation at beginning of year    $ 19,279
Service cost                                  1,421 
Interest cost                                 1,212
Plan participant contributions                  290
Benefits paid                                  (348)
Actuarial loss                                3,542 
-------
Benefit obligation at end of year            25,396
-------
Change in plan assets:
Fair value of plan assets at beginning
of year                                     8,519
Actual return on plan assets                    892
Contributions by employer                       547
Plan participant contributions                  290
Benefits paid                                    (2)
-------
Fair value of plan assets at end of year     10,246
-------
Funded status                               (15,150)
Unrecognized transition obligation           (1,325)
Unrecognized net loss from
experience different than assumed           3,603
-------
Net amount recognized                      $(12,872)
=======

11

Note 7 - Pension Plans (continued)

The  assumptions  used in  determining  pension costs and the projected  benefit
obligation were:

Germany     Netherlands    Sweden      UK      US
Discount rate                6.00%        5.00%        5.50%    6.00%   7.00%
Expected long-term rate
of return on plan assets    N/A         5.00%        N/A      8.50%   9.00%
Expected rate of increase
in future compensation
levels                     3.50%        3.00%        2.50%    3.50%   4.50%

Note  8 - Commitments and Contingencies

The Bahco Group has entered  into  certain  operating  lease  agreements,  which
extend for varying amounts of time. The Bahco Group's lease commitments  require
future payments as follows:

(Amounts in thousands)

Year ending                     Amount

1999                      $ 734

2000                        460

2001                        141

2002                         30

2003                          0

2004 and thereafter           0

Rent expense for 1998 was $.7 million.

Legal Matters:  The Bahco Group is involved in various legal matters,  which are
being  defended and handled in the ordinary  course of business.  Although it is
not possible to predict the outcome of these matters,  management  believes that
the  results  will not have a  material  impact on the Bahco  Group's  financial
statements.

Note 9 - Subsequent event

On September 30, 1999,  Sandvik AB sold the Bahco Group to Snap-on  Incorporated
for approximately $379 million in cash.

12

Presented  on pages 13 through 22 is the audited  combined  balance  sheet as of
September 30, 1999 shown on a historical cost basis, accompanied by notes to the
financial  statement and report of independent public accountants  pertaining to
the SB Tools SARL and subsidiaries  business acquired on September 30, 1999 from
Sandvik AB and now currently operating as the Bahco Group.

SB Tools SARL and subsidiaries

Combined balance sheet as at September 30, 1999
SEK '000
--------
Assets

Fixed assets

Intangible fixed assets
Patents and other intangibles                                336   Note 1

Tangible fixed assets
Land and buildings                                        216967   Note 1
Plant and machinery                                       326671   Note 1
Equipment, tools, fixtures and fittings                    40185   Note 1
Construction in progress incl capitalized expenses         65568   Note 1
----------
649391
Financial fixed assets
Shares                                                        79
Participations in associated companies                     44351   Note 2
Long-term receivables                                       1237
----------
45667

----------
Total fixed assets                                              695394
----------

Inventories                                                     603494   Note 3

Receivables
Receivables with Sandvik                                  368904
Trade receivables                                         428896
Prepaid income tax                                         22414
Other receivables                                         365805
Prepaid expenses and accrued income                        17981
----------
1204000

Liquid assets                                                   125489   Note 4

----------
Total current assets                                           1932983
----------

Total assets                                                   2628377
==========

13

SB Tools SARL and subsidiaries

Combined balance sheet as at September 30, 1999 (continued)

Shareholders' equity and liabilities

Shareholders' equity
Share capital                                             678737
Accumulated deficit                                      -268672
----------
410065   Note 5
----------

Provisions
Provisions for pensions                                   116767   Note 6
Provisions for taxes                                       50003
Other provisions                                           10522   Note 7
----------
177292

Payables with Sandvik                                           584023

Interest-bearing liabilities
Loans from financial institutions                          86895
Other liabilities                                        1009982
----------
1096877   Note 8

Non-interest-bearing liabilities
Trade payables                                             95444
Bills payable                                               4901
Income tax liabilities                                     22772
Other liabilities                                          89123
Accrued expenses and deferred income                      147880   Note 9
----------
360120   Note 10

----------
Total shareholders' equity and liabilities                     2628377
==========

14

Basis of Presentation and Significant Accounting Principles

(a) Basis of presentation

The  combined  balance  sheet  has been  prepared  in  accordance  with  Swedish
generally accepted accounting principles.

(b) Consolidation principles

The combined  balance  sheet covers the Parent  Company,  all  subsidiaries  and
associated companies.  Subsidiaries are defined as companies in which the Parent
Company  directly  or  indirectly  holds  more than half the  votes.  Associated
companies  (voting rights between 20 and 50%) are consolidated  using the equity
method.

The group comprises the following subsidiaries:

Country                  Company                                 % ownership
Sweden                   Bahco Group AB                                  100
Bahco Verktyg AB                                100
Bahco Metal Saws AB                             100
Bahco Carpentry AB                              100
Bahco Tools AB                                  100
Kapman AB                                       100
Windsor Tools AB                                100
Denmark                  Bahco Vaerktoj A/S                              100
Finland                  Bahco Tyokalut Oy                               100
Norway                   Bahco Verktoj A/S                               100
UK                       Bahco Metal Saws Ltd                            100
Bahco Tools Ltd                                 100
France                   Bahco Outillage S.A.S                         99.99
Netherlands              Bahco Tools BV                                  100
SB Holding BV                                   100
Italy                    Bahco Utensili SpA                              100
Portugal                 Oberg Ferramentas Lda                           100
Spain                    Bahco Herramientas S.A.                       98.36
Germany                  Bahco Belzer GmbH                               100
Belzer GmbH                                     100
USA                      Bahco Tools Inc.                                100
Windsor Forestry Tools Inc.                     100
Canada                   Bahco Tools Inc.                                100
Argentina                Bahco Argentina S.A.                          99.99

15

The combined balance sheet is prepared in accordance with the principles set out
in the Swedish Financial Accounting Standards Council's recommendation.

The SB Tools Sarl  group was formed in a  reorganization  of  companies  earlier
controlled  by Sandvik AB and/or CTT bv. Being a transaction  among  enterprises
under common control,  the carrying values of assets and liabilities  before the
transaction  have been  maintained in the attached  combined  balance sheet and,
accordingly, no goodwill was recognized in the reorganization. The investment in
a French associated company is carried at the value assigned when contributed by
Sandvik AB to CTT bv.

All intercompany transactions,  receivables,  liabilities and unrealized profits
have been eliminated. When necessary,  accounting policies for subsidiaries have
been changed to ensure consistency with the policies adopted for the group. This
has principally meant that the reports of certain  subsidiaries,  mainly Swedish
ones, which in their primary accounts report  appropriations to untaxed reserves
have been  adjusted to report such  reserves in their  equity and  deferred  tax
liability portions in the combined balance sheet.

(c) Reporting currency

The reporting currency for the group is Swedish kronor (SEK).

(d) Foreign group companies

The balance  sheets of foreign  subsidiaries  have been  translated  at the rate
prevailing at the balance sheet date.

(e) Transactions in foreign currencies

Transactions in foreign  currencies are recorded at the exchange rate prevailing
at the transaction date. For practical purposes,  an approximation is often used
for the  transactions  entered  during a  month.  At the end of the  month,  the
foreign  currency  receivables and liabilities are valued using the end of month
rate. Resulting differences are taken to income.

In cases where forward exchange contracts have been entered into,  however,  the
forward rate of exchange is used in the valuation of underlying  receivables and
liabilities.  Outstanding  forward  exchange  contracts  relating  to  sales  of
currencies  are not valued if the currency  flow from sales of goods is expected
to cover the forward contracts.

(f) Revenue recognition

Sales are  recorded  upon  shipment of products or the  rendering of services to
customers in accordance with the agreed term of sales.

Sales include the sale of products or services less indirect sales tax and other
sales reductions.

16

(g) Property, plant and equipment

Property,  plant and equipment are stated at  historical  cost less  accumulated
depreciation.  Depreciation  is based on cost and the estimated  economic lives,
generally  5-10  years  straight-line  depreciation  for  plant,  machinery  and
equipment, 10-50 years for buildings. Computer equipment is depreciated over 3-5
years on the declining balance method.

Any difference between such calculated depreciation and the depreciation claimed
for tax  purposes  is  reported  in the single  company  accounts  with  untaxed
reserves, adjusted as stated above in the consolidated financial statements.

(h) Computer software development costs

The  development  cost  or  acquisition  cost of new  software  is  expensed  as
incurred.

(i) Research and development

Research and development costs are expensed as incurred.

(j) Inventories

Inventories  are valued at the lower of cost  (measured in  accordance  with the
first-in/first-out  method)  and  net  realizable  value,  or  in  the  case  of
semi-finished goods and raw materials replacement cost.

(k) Provisions

Provisions  are  recognized  when the Group has  decided on a formal  plan and a
reliable estimate of the obligation can be made.

(l) Pensions

Group companies have various pension schemes in accordance with local conditions
and practices in the countries in which they operate.  The schemes are generally
funded through payments to insurance companies or, mainly in Sweden and Germany,
own  provisions,  as determined by periodic  actuarial  calculations as required
under local rules.

(m) Taxes

Tax expense for the year  includes  actual and  deferred  taxes and the share of
taxes in associated companies. Deferred taxes for the SB Tools SARL group mainly
relate to  appropriations  to untaxed reserves as described above.  Deferred tax
assets are recognized if assured beyond reasonable doubt.

17

Notes to Combined Financial Statement

Note 1.  Intangible and tangible fixed assets

Patents and             Land and         Plant and       Equipment,       Construction
other intangibles       buildings        machinery       tools etc.        in progress
SEK '000           SEK '000         SEK '000        SEK '000           SEK '000

Group

Historical cost                             2106              320466           832965            96063              65568

Accumulated
Scheduled depreciation                     -1770             -103499          -506294           -55878                  0

Scheduled remaining values                   336              216967           326671            40185              65568

Note 2. SB Tools  SARL's  holdings of shares and  participations  in  associated
companies

Book value             %
SEK '000         ownership

France    Deville SA                                   43351                35

Ireland   Uirlis Torc Teoranta Ltd.                     1000                49
(owned by Bahco Tools AB)

Note 3.   Inventories
Group
SEK '000

Raw materials, consumables
and work in progress                                  275782

Finished goods                                        327712

Total                                                 603494

18

Note 4.      Liquid assets

Group
SEK '000

Cash and bank balances               125489

Note 5.  Shareholders' equity

The share  capital  of SB Tools  SARL is  affected  by the  values  assigned  to
subsidiaries when contributed to SB Tools.  Being an internal  reorganization of
companies  under  common  control,  no goodwill is  recognized  in the  attached
combined balance sheet (see consolidation principles) and hence, the restoration
of historical  cost values leads to the reporting of an  accumulated  deficit in
order to report total shareholders' equity uneffected by the reorganization.

Note 6.  Provision for pensions
Group
SEK '000

Swedish PRI pension plan                 101754

Other pensions                            15013

Total                                    116767

Note 7.  Other provisions
Group
SEK '000

Restructuring provisions                                      1483

Personnel-related provisions                                  3768

Other provisions                                              5271

Total                                                        10522

19

Note 8.  Interest-bearing liabilities

Maturity after balance sheet date
Group

Within           After
one year        one year        Total
SEK '000        SEK '000       SEK '000

Liabilities to credit institutions        37043          49852           86895

Other liabilities                       1008797           1185         1009982

Total                                   1045840          51037         1096877

Note 9.  Accrued expenses and deferred income

Group
SEK '000

Personnel related                                        82961

Other                                                    64919

Total                                                   147880

Note 10. Non-interest-bearing liabilities

Maturity after balance sheet date

Group
SEK '000

Within one year                  354843

After one year                     5277

Total                            360120

20

Note 11. Contingent liabilities

Group
SEK '000

Bills discounted                                            0

Other contingent liabilities                             2035

Total                                                    2035

21

Report of Independent Public Accountants

We have audited the  accompanying  combined  balance  sheet of SB Tools SARL and
subsidiaries  (the  Company) as of September 30, 1999,  prepared in  conjunction
with the acquisition of SB Tools SARL by Snap-on Incorporated.

The  combined  balance  sheet  has been  prepared  in  conformity  with  Swedish
generally accepted accounting principles.

The  combined  balance  sheet is the  responsibility  of the  management  of the
Company and Sandvik AB, the ultimate  shareholder  of the Company as of the date
of the combined  balance sheet. Our  responsibility  is to express an opinion on
the combined balance sheet based on our audit.

We conducted our audit in accordance with generally  accepted auditing standards
in Sweden.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether  the  combined  balance  sheet  is free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

Because we were not engaged to audit the statements of income and cash flows for
the period ended  September 30, 1999, we did not extend our auditing  procedures
to enable us to express an opinion,  and we do not  express an  opinion,  on the
results of operations and cash flows for that period.

In our opinion,  the  accompanying  combined  balance sheet presents  fairly the
financial  position of SB Tools SARL and  subsidiaries as of September 30, 1999,
in conformity with Swedish generally accepted accounting principles.

Sandviken
November 26, 1999

Ake Nasman                                                    Lars Svantemark
Authorized Public Accountant                        Authorized Public Accountant
KPMG                                                          Arthur Andersen

22

(b) Pro-forma financial information.

The following unaudited pro forma statements of earnings of Snap-on Incorporated
(the  "Company")  gives effect to the  acquisition  of the Bahco Group as if the
acquisition had occurred on January 1, 1998 and incorporates the purchase method
of accounting.

For pro forma  purposes,  the  Company's  Unaudited  Consolidated  Statement  of
Earnings for the thirty-nine weeks ended October 2, 1999, has been combined with
the Unaudited  Combined  Statement of Revenues and Direct  Expenses of the Bahco
Group for the nine months ended September 30, 1999, and the effects of pro forma
adjustments as set forth in the notes thereto.

For pro forma purposes, the Company's Audited Consolidated Statement of Earnings
for the year ended January 2, 1999, has been combined with the Audited  Combined
Statement of Revenues and Direct  Expenses of the Bahco Group for the year ended
December 31, 1998, and the effects of pro forma  adjustments as set forth in the
notes thereto.

The following unaudited pro forma statements of earnings are based on historical
financial  data,  and on  assumptions  and  adjustments  described  in the notes
thereto.  All  such  assumptions  and  adjustments  are  inherently  subject  to
significant  uncertainty and contingencies.  It can be expected that some or all
of the  assumptions  on which the following  unaudited  pro forma  statements of
earnings is based will prove to be  inaccurate.  As a result,  the unaudited pro
forma  statements  of earnings do not purport to  represent  what the  Company's
results of operations  would have been if the acquisition of the Bahco Group had
occurred  on January 1,  1998,  and is not  intended  to project  the  Company's
results of operations for any future period.

23

The  unaudited  pro forma  information  should be read in  conjunction  with the
Company's  consolidated  financial statements and the related notes appearing in
the Company's 1998 Annual Report on Form 10-K.

A pro forma balance sheet is not provided since the Company's historical balance
sheet that was filed on Form 10-Q for the quarter ended October 2, 1999 includes
the effects of the acquisition prior to filing this 8-K.

A preliminary  goodwill  allocation in accordance with the criteria  established
under Accounting  Principles Board Opinion No. 16, "Business  Combinations"  has
been  performed.  This  preliminary  allocation  results in  goodwill  of $177.9
million being  recorded.  The final purchase price  allocation,  when completed,
will result in changes to the amount of recorded assets and goodwill included as
pro forma amounts herein.

The  preliminary  allocation  of the  purchase  price of  $379.4  million  which
includes direct acquisition costs of $8.3 million is as follows:

(Amounts in millions)
Fair value of property and equipment                $37.2
Fair value of patents and trademarks                 24.9
Other net assets acquired                           139.4
Preliminary goodwill                                177.9
------
Preliminary purchase price                      $379.4
======

Assigned useful lives are as follows:
Patents                                         13 years
Trademarks                                      40 years
Goodwill                                        40 years

24

SNAP-ON INCORPORATED
Unaudited Pro Forma Statement of Earnings
(Amounts in thousands except per share data)

Snap-on
Incorporated       Bahco Group
Unaudited         Unaudited
Consolidated        Combined
Statement        Statement of
of            Revenues and
Earnings            Direct
Thirty-nine         Expenses
Weeks Ended      Nine Months Ended     Pro forma        
October 2, 1999   September 30, 1999   Adjustments     Pro forma
--------------------------------------------------    ------------

Net sales                                   $1,378,895        $    228,946         $    -       $1,607,841

Cost of goods sold                            (716,310)           (159,064)        (1,845) a      (877,219)

Cost of goods sold - discontinued products            -                   -              -               -

Operating expenses                            (527,215)            (57,964)        (3,960) b      (589,139)

Restructuring and other
non-recurring charges                         (14,285)                   -              -         (14,285)

Net finance income                              46,400                    -              -          46,400

Interest expense                                                                                 
(15,360)                   -       (11,738) c       (27,098)

Other income (expense) - net                     3,319                 983              -            4,302

Earnings (loss) before income taxes        155,444              12,901        (17,543)         150,802

Income tax provision (benefit)                  55,654                   -         (1,377) d        54,277

Net earnings (loss)                         $   99,790        $     12,901      $ (16,166)      $   96,525

Earnings per weighted average
common share - basic                       $     1.71                                          $     1.65

Earnings per weighted average
common share - diluted                     $     1.69                                          $     1.64

Weighted average common shares
outstanding - basic                           58,482                                              58,482

Effect of dilutive options                         424                                                 424

Weighted average common shares
outstanding - diluted                         58,906                                              58,906

The following notes to the pro forma adjustments for the Unaudited  Statement of
Earnings for the nine months ended  October 2, 1999  represent  the  adjustments
that  would  have  resulted  from the  acquisition  of the  Bahco  Group had the
acquisition occurred on January 1, 1998.

(a) To adjust  depreciation  expense for the preliminary  change in the basis to
fair market value of property, plant and equipment.

(b) To adjust  depreciation and amortization  expense for the preliminary change
in the  basis  to fair  market  value  of  property,  plant  and  equipment  and
intangible assets including goodwill.

(c) To record  additional  interest  expense  resulting  from the debt issued to
acquire the Bahco Group.

(d) To record an income  tax  benefit to return to an  appropriate  consolidated
effective tax rate of 36%.

25

SNAP-ON INCORPORATED
Unaudited Pro Forma Statement of Earnings
(Amounts in thousands except per share data)

Snap-on         Bahco Group
Incorporated        Audited
Audited           Combined
Consolidated      Statement of
Statement        Revenues and
of Earnings      Direct Expenses       Pro
Year Ended        Year Ended          forma
January 2, 1999  December 31, 1998    Adjustments       Pro forma
---------------------------------------------------      ------------

Net sales                                    $1,772,637        $   323,908       $     -         $ 2,096,545

Cost of goods sold                             (948,761)          (215,119)         (2,460) a    $(1,166,340)

Cost of goods sold - discontinued products      (60,562)                -              -             (60,562)

Operating expenses                             (705,811)           (78,989)         (5,280) b       (790,080)

Restructuring and other non-recurring                                                           
charges                                       (89,301)                -              -             (89,301)

Net finance income                               65,933                 -              -              65,933

Interest expense                                (21,254)                -          (15,650) c        (36,904)

Other income (expense) - net                     (2,041)               280             -              (1,761)

Earnings (loss) before income taxes          10,840             30,080         (23,390)           17,530

Income tax provision (benefit)                   15,619                 -            2,393  d         18,012

Net earnings (loss)                          $   (4,779)       $    30,080       $ (25,783)      $      (482)

Earnings per weighted average
common share - basic                        $    (0.08)                                         $     (0.01)

Earnings per weighted average
common share - diluted                      $   (0.08)                                          $    (0.01)

Weighted average common shares
outstanding - basic                            59,220                                               59,220

Effect of dilutive options                           -                                                    -

Weighted average common shares
outstanding - diluted                          59,220                                               59,220

The following notes to the pro forma adjustments for the Unaudited  Statement of
Earnings for the year ended January 2, 1999 represent the adjustments that would
have  resulted  from the  acquisition  of the Bahco  Group  had the  acquisition
occurred on January 1, 1998.

(a) To adjust  depreciation  expense for the preliminary  change in the basis to
fair market value of property, plant and equipment.

(b) To adjust  depreciation and amortization  expense for the preliminary change
in the  basis  to fair  market  value  of  property,  plant  and  equipment  and
intangible assets including goodwill.

(c) To record  additional  interest  expense  resulting  from the debt issued to
acquire the Bahco Group.

(d) To record an income  tax  expense to return to an  appropriate  consolidated
effective  tax  rate of 36%  before  Snap-on's  restructuring  Project  Simplify
initiative that occurred in 1998.

26

(a)     Exhibits

2.1*       Agreement

23.1*      Consent of Arthur Andersen LLP

23.2       Consent of Arthur Andersen LLP

99.1*      Press Release of Snap-on Incorporated, dated September 30,
1999.

---------------
*    Previously  filed as an Exhibit on Form 8-K dated  September  30, 1999
or on the first amendment thereto.

27

SIGNATURES

Pursuant to the  requirements  of the Securities  Exchange Act of 1934,  Snap-on
Incorporated  has duly  caused  this  report to be  signed on its  behalf by the
undersigned duly authorized person.

SNAP-ON INCORPORATED

Date:  January 19, 2000                  By:    /s/ N. T. Smith     
------------------------
N. T. Smith
(Principal Accounting Officer
and Controller)

28

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in  Registration  Statement  File  Nos.  2-53663,  2-53578,  33-7471,
33-22417, 33-37924, 33-39660, 33-57898, 33-55607, 33-58939, 33-58943, 333-14769,
333-21277,  333-21285 and 333-41359 of our report dated November 26, 1999 on our
audit of the  combined  balance  sheet of SB Tools  SARL and  subsidiaries  (the
"Company")  as of September  30, 1999  included in this Form 8K/A.  It should be
noted  that  we  have  not  audited  any  financial  statements  of the  Company
subsequent to September 30, 1999 or performed any audit procedures subsequent to
the date of our report.

/s/ KPMG                                     /s/ ARTHUR ANDERSEN 

Ake Nasman                                   Lars Svantemark
Authorized Public Accountant                 Authorized Public Accountant
KPMG                                         Arthur Andersen

Stockholm, Sweden
January 18, 2000