SC 14D1/A

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                       SECURITIES AND EXCHANGE COMMISSION 
                          WASHINGTON, D.C.  20549 
       -------------------------------------------------------------- 
                              SCHEDULE 14D-1/A 
                    (Amendment No. 3 - Final Amendment) 
            TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) 
                   OF THE SECURITIES EXCHANGE ACT OF 1934 
                                    and 
                               SCHEDULE 13D/A 
                    (Amendment No. 3 - Final Amendment) 
                 UNDER THE SECURITIES EXCHANGE ACT OF 1934 
        ------------------------------------------------------------ 
                          HEIN-WERNER CORPORATION 
                         (Name of Subject Company) 
  
                            SNAP-ON PACE COMPANY 
                            SNAP-ON INCORPORATED 
                                 (Bidders) 
  
                  COMMON STOCK, PAR VALUE $1.00 PER SHARE 
                       (Title of Class of Securities) 
        ------------------------------------------------------------ 
                                423002 10 4 
                   (Cusip Number of Class of Securities) 
       ------------------------------------------------------------- 
                             Susan F. Marrinan 
               Vice President, General Counsel and Secretary 
                            Snap-on Incorporated 
                              2801 80th Street 
                       Kenosha, Wisconsin  53414-1410 
        (Name, Address And Telephone Number of Person Authorized to 
          Receive Notices And Communications on Behalf of Bidder) 
        ------------------------------------------------------------ 
                                  Copy To: 
                          William R. Kunkel, Esq. 
              Skadden, Arps, Slate, Meagher & Flom (Illinois) 
                           333 West Wacker Drive 
                          Chicago, Illinois  60606 
                               (312) 407-0700 
  
                                June 1, 1998 
          (Date of Event Which Requires Filing of This Statement) 

      This Amendment No. 3 (this "Amendment") amends and supplements the
 Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") and the
 Statement on Schedule 13D, each of which was originally filed on May 4,
 1998, each as amended by Amendment No. 1 thereto, filed on May 28, 1997,
 and Amendment No. 2 thereto, filed on May 29, 1998, by Snap-on Pace
 Company, a Wisconsin corporation (the"Purchaser") and an indirect
 wholly-owned subsidiary of Snap-on Incorporated, a Delaware corporation
 ("Parent"), relating to the Purchaser's tender offer for all outstanding
 shares of Common Stock, par value $1.00 per share (the "Common Stock"),
 including the associated common share purchase rights (the "Rights" and,
 together with the Common Stock, the "Shares"), of Hein-Werner Corporation,
 a Wisconsin corporation (the "Company"), at $12.60 per Share, net to the
 seller in cash, upon the terms and subject to the conditions set forth in
 the Offer to Purchase dated May 4, 1998 (the "Offer to Purchase"), a copy
 of which has been filed as Exhibit (a)(1) to the Schedule 14D-1, and in the
 related Letter of Transmittal (which together constitute the "Offer"), a
 copy of which has been filed as Exhibit  (a)(2) to the Schedule 14D-1. 
  
      All capitalized terms used in this Amendment shall have the meanings
 attributed to them in the Schedule 14D-1. The item numbers and responses
 thereto below are in accordance with the requirements of Schedule 14D-1. 
  
 ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. 
  
      The Offer expired pursuant to its terms at 12:00 Midnight, New York
 City time, on Monday, June 1, 1998, at which time, based on information
 provided by the Depositary, approximately 2.7 million Shares, representing
 approximately 93% of the outstanding Shares, had been validly tendered and
 accepted for payment by the Purchaser pursuant to the Offer.  On June 2,
 1998, Parent issued a press release, a copy of which is attached hereto as
 Exhibit (a)(10). 
  
   ITEM 11.    MATERIALS TO BE FILED AS EXHIBITS. 
  
       Item 11 is hereby amended to add the following exhibit:  
  
             (a)(10)  Press Release of Parent dated June 2, 1998.  


  

                                 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. 
  
 Dated: June 2, 1998              SNAP-ON INCORPORATED 
  
  
                                  By: /s/ Susan F. Marrinan   
                                     ---------------------------------
                                  Name: Susan F. Marrinan 
                                  Title: Vice President, 
                                         General Counsel and Secretary 
                               
 

EX-99

                                                       Exhibit (a)(10) 
  
    SNAP-ON INCORPORATED ANNOUNCES CLOSING OF TENDER OFFER FOR SHARES
                         OF HEIN-WERNER CORPORATION 


 Kenosha, Wisconsin:  June 2, 1998  - Snap-on Incorporated announced today
 that its tender offer for all outstanding common shares of Hein-Werner
 Corporation (ASE:HNW) at $12.60 per share in cash expired on Monday, June
 1, 1998, at midnight, EDT, and that such shares have been accepted for
 payment. Snap-on stated that approximately 2.7 million common shares of
 Hein-Werner were tendered pursuant to the offer, which shares represent
 approximately 93% of the total outstanding shares.  Hein-Werner announced
 today that it will hold a special shareholders' meeting in July, 1998 for
 the purpose of approving and adopting the merger of a subsidiary of Snap-on
 with and into Hein-Werner, resulting in Hein-Werner becoming an indirect
 wholly-owned subsidiary of Snap-on.  The affirmative vote of at least 662/3
 percent of the voting power of the outstanding shares of Hein-Werner will
 be necessary to approve the merger.  As a result of the consummation of the
 tender offer, however, Snap-on owns and has the right to vote a sufficient
 number of shares to approve and adopt the merger without the affirmative
 vote of any other shareholder, thereby assuring such approval and adoption. 
 Pursuant to the terms of such merger, any Hein-Werner shares not acquired
 in the tender offer will be exchanged for $12.60 per share in cash.  Snap-
 on Incorporated (NYSE:SNA) is a $1.7 billion leading global developer,
 manufacturer and distributor of tool and equipment solutions for
 professional technicians, motor service shop owners, specialty repair
 centers, original equipment manufacturers, and industrial tool users
 worldwide.  Product lines include hand and power tools, diagnostics and
 shop equipment, tool storage products, diagnostic software, and other
 solutions for the automotive service industry.
  
 Contact: Snap-on Incorporated  
          Media contact: 
          Richard Secor, 414/656-5561 
          Investor relations contact: 
          Lynn McHugh, 414/656-6488 
          URL: www.snapon.com