Hein Werner Corp Watch

from SC 13D/A 1 page Schedule II Information With Respect to Transactions Effected During the Past Sixty Days or Since the Most Recent Filing on Schedule 13d (1) Shares Purchased Average Date Sold(-) Price Common Stock-Hein-Werner Corp Gabelli International Ltd 6/02/98 25,000- 12.6000 Gabelli Funds, Inc. the Gabelli Abc Fund 6/02/98 100,000- 12.6000 Gamco Investors, Inc. 6/02/98 49,000- 12.6000 Gabelli Associates Ltd 6/02/98 50,000- 12.6000 Gabelli Associates Fund 6/02/98 281,800- 12.6000 (1) the Transactions on 6/02/98 Were in Connection With the Tender Offer Described in Item 5(a) of This Amendment to Schedule 13d

from SC 13D/A 1 page Schedule II Information With Respect to Transactions Effected During the Past Sixty Days or Since the Most Recent Filing on Schedule 13d (1) Shares Purchased Average Date Sold(-) Price(2) Common Stock-Hein-Werner Corp Gabelli Funds, Inc. the Gabelli Abc Fund 5/21/98 7,000 12.6125 5/15/98 200 12.5500 5/14/98 12,800 12.5500 Gabelli Associates Fund 5/22/98 10,000 12.5000 5/21/98 4,000 12.5000 5/20/98 900 12.5000 5/19/98 400 12.5000 5/18/98 300 12.5000 5/15/98 700 12.5000 (1) Unless Otherwise Indicated, All Transactions Were Effected on the American Stock Exchange. (2) Price Excludes Commission

from SC 13D/A 1 page Schedule II Information With Respect to Transactions Effected During the Past Sixty Days or Since the Most Recent Filing on Schedule 13d (1) Shares Purchased Average Date Sold(-) Price(2) Common Stock-Hein-Werner Corp Gabelli Funds, Inc. the Gabelli Abc Fund 5/12/98 30,000 12.5500 Gabelli Associates Fund 5/13/98 51,000 12.5000 5/12/98 14,500 12.5625 (1) Unless Otherwise Indicated, All Transactions Were Effected on the American Stock Exchange. (2) Price Excludes Commission

from SC 13D 1 page Schedule II Information With Respect to Transactions Effected During the Past Sixty Days or Since the Most Recent Filing on Schedule 13d (1) Shares Purchased Average Date Sold(-) Price(2) Common Stock-Hein-Werner Corp Gabelli International Ltd 5/01/98 25,000 12.5200 Gabelli Funds, Inc. the Gabelli Abc Fund 5/01/98 45,000 12.5500 4/30/98 5,000 12.5500 Gamco Investors, Inc. 5/08/98 9,300 12.5000 5/07/98 3,100 12.5000 5/05/98 1,000 12.5000 5/05/98 7,500 12.5500 5/05/98 7,600 12.5500 5/04/98 2,500 12.5500 5/04/98 2,000 12.5500 5/01/98 2,000 12.5500 5/01/98 2,000 12.5500 5/01/98 1,000 12.5200 5/01/98 1,000 12.5500 4/30/98 7,000 12.5825 4/30/98 3,000 12.5925 Gabelli Associates Ltd 4/29/98 30,000 12.5091 4/28/98 20,000 12.4672 Gabelli Associates Fund 4/30/98 33,200 12.5200 4/29/98 43,800 12.5091 4/28/98 123,000 12.4672 (1) Unless Otherwise Indicated, All Transactions Were Effected on the American Stock Exchange. (2) Price Excludes Commission. 38

from SC 13D ~5 pages Letter Agreement

from SC 13D 1 page 3rd Amendment to Line of Credit Agreement

from SC 13D 1 page 2nd Amendment to Line of Credit Agreement

from SC 13D 1 page <page> 1 Exhibit (1)(b) September 21, 1995 Mr. Denis J. Loverine Treasurer Snap-On Incorporated 2801 - 80th Street Kenosha, Wisconsin 53141-1410 Re: Amendment to Line of Credit Agreement and Note Dear Denis: Please Refer to the Line of Credit Letter Agreement and Accompanying Note Dated November 15, 1994, Establishing a $10,000,000 Line of Credit at Firstar Bank Milwaukee, N.A. for Snap-On Incorporated. You Have Requested That Firstar Bank Increase the Amount Available Under the Line of Credit From $10,000,000 to $20,000,000. by This Letter, We Hereby Amend the Above-Referenced Line of Credit Agreement and Note to Delete All Reference to "$10,000,000" (Whether or Not Numerically) and to Substitute "$20,000,000" Each Place the Amount Appears in the Letter Agreement and Note. in All Other Respects, the Terms of the Letter Agreement and Note Shall Continue as Originally Set Forth. This Is an Amendment, Not a Novation. Please Indicate Your Agreement by Signing Where Indicated Below and Returning This Letter to the Undersigned. Very Truly Yours, /S/ F.R. Dengel F.R. Dengel Vice President Accepted and Agreed To: Snap-On Incorporated By: /S/ Denis J. Loverine Title: Treasurer By: Title

from SC 13D ~5 pages Letter Agreement Establishing Line of Credit

from SC 14D9 ~50 pages Agreement & Plan of Merger