As filed with the Securities and Exchange Commission on May 6, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ILLINOIS TOOL WORKS INC.
(Exact name of registrant as specified in its charter)
Delaware 36-1258310
(State of incorporation) (I.R.S. Employer Identification No.)
3600 West Lake Avenue
Glenview, Illinois 60025-5811
(Address of principal executive offices)
Registrant's telephone number, including area code: (708) 724-7500
ILLINOIS TOOL WORKS INC.
SAVINGS AND INVESTMENT PLAN
(Full title of the plan)
Stewart S. Hudnut
Senior Vice President, General Counsel and Secretary
Illinois Tool Works Inc.
3600 West Lake Avenue
Glenview, Illinois 60025-5811
(708) 724-7500
(Name, address and telephone number of agent for service)
Approximate date of commencement of sale under the Plan:
From time to time after the effective date of this Registration Statement.
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed maximum Proposed maximum
Titles of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price registration fee
<S> <C> <C> <C>
Common Stock
(no par value)(2) 750,000 shares $40.9375 $30,703,125 $10,588
</TABLE>
(1) Computed pursuant to Rule 457(c) solely for the purpose of calculating
the registration fee and not as a representation as to any actual proposed
price. This amount is based on the average of the high and low prices of
the Common Stock for May 2, 1994 on the New York Stock Exchange.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of plan interests
to be offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Illinois Tool Works Inc. (the "Registrant") and the Illinois Tool Works
Inc. Savings and Investment Plan, as amended and restated as of July 1, 1994
(the "Plan")incorporate herein by reference the following documents, as filed
with the Securities and Exchange Commission (the "Commission"):
(i) the Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 filed pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act");
(ii) the Registrant's definitive proxy statement filed pursuant to
Section 14 of the Exchange Act in connection with the 1994 annual meeting of
its stockholders; and
(iii) the description of the Registrant's Common Stock, shares of which
are being offered hereunder, contained in the Registrant's Current Report on
Form 8-K, dated July 5, 1986.
All documents filed by the Registrant or the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent
to the date hereof and prior to the filing of a post-effective amendment,
which indicates that all of the securities offered hereby have been sold or
which deregisters all such securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of
filing such documents.
Item 4. Description of Securities.
The Registrant's Common Stock is registered under Section 12 of the
Securities Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by Section 102 of the General Corporation Law of the State
of Delaware ("DGCL"), the Registrant's Restated Certificate of
Incorporation, as amended, provides that no director shall be personally
liable to the Registrant or its stockholders for monetary damages for any
breach of fiduciary duty as a director, provided that such provision shall
not limit or eliminate liability for (i) breaches of the director's duty of
loyalty, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) any transaction
from which the director derived an improper personal benefit and (iv)
acting to pay a dividend or approve a stock repurchase that is illegal under
Section 174 of the DGCL.
<PAGE>
As permitted by Section 145 of the DGCL, the Registrant's by-laws
provide that the Registrant shall indemnify its directors, officers,
employees and agents against expenses (including attorneys' fees),
judgments, fines and settlement amounts actually and reasonably incurred by
them in connection with the defense of any action, suit or proceeding (other
than an action by or in the right of the Registrant) by reason of being or
having been directors, officers, employees or agents, if such person shall
have acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the Registrant (and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful). As permitted by Section 145 of the DGCL, the
Registrant's by-laws also provide that the Registrant shall indemnify its
directors, officers, employees and agents against expenses (including
attorneys' fees) actually and reasonably incurred by them in connection with
the defense of any action or suit by or in the right of the Registrant by
reason of being or having been directors, officers, employees or agents, if
such person shall have acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the Registrant,
except no such indemnification shall be provided as to any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Registrant unless and to the extent that the court in which the suit was
brought shall determine upon application that despite the adjudication of
liability, in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity. The Registrant's by-laws allow
the Registrant to pay litigation expenses in advance of the final
disposition of an action upon submission by the director, officer, employee
or agent of an undertaking to repay such amount if it is ultimately
determined that indemnification is not available to such person.
Registrant maintains an insurance policy pursuant to which the
Registrant will be reimbursed in certain circumstances in which the
Registrant indemnifies its directors and officers pursuant to the provisions
discussed above. Payments under this insurance policy are subject to a
significant deductible.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
Exhibit Number. Description
4(a) Restated Certificate of Incorporation of
Illinois Tool Works Inc., as amended
4(b) By-laws of Illinois Tool Works Inc., as
amended, filed as Exhibit 3(b) to the
Registrant's Annual Report on Form 10-
K for the fiscal year ended December
31, 1990, (Commission File No. 1-4797) and
incorporated herein by reference
23 Consent of Arthur Andersen & Co.
24 Power of Attorney (included as part of
signature page)
The Registrant hereby undertakes to submit the Plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and to
make all changes required by the IRS in order to qualify the Plan under
Section 401(a) of the Internal Revenue Code of 1986, as amended.
<PAGE>
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in the
registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 and each filing of the Plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in this registration statement shall be deemed
to be a new registration statement relating to the securities offering
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described in
Item 6 of this registration statement, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Glenview, State of Illinois, on
May 6, 1994.
ILLINOIS TOOL WORKS INC.
By: /s/ Stewart S. Hudnut
Stewart S. Hudnut, Senior Vice
President, General Counsel and
Secretary
<PAGE>
Power of Attorney
Each person whose signature appears below hereby constitutes and
appoints John D. Nichols, Michael W. Gregg, John Karpan and Stewart S.
Hudnut, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement and to
file the same, with all exhibits thereto, and other documents therewith with
the Securities and Exchange Commission under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
following capacities on the 6th day of May 1994.
Signature Capacity
/s/ John D. Nichols
John D. Nichols Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ Michael W. Gregg
Michael W. Gregg Senior Vice President and Controller,
Accounting (Principal Financial and
Accounting Officer)
/s/ Harold Byron Smith
Harold Byron Smith Director
/s/ Julius W. Becton, Jr.
Julius W. Becton, Jr. Director
/s/ Silas S. Cathcart
Silas S. Cathcart Director
/s/ Richard M. Jones
Richard M. Jones Director
/s/ George D. Kennedy
George D. Kennedy Director
/s/ Richard H. Leet
Richard H. Leet Director
/s/ Phillip B. Rooney
Phillip B. Rooney Director
<PAGE>
/s/ Robert C. McCormack
Robert C. McCormack Director
/s/ Ormand J. Wade
Ormand J. Wade Director
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Glenview, State of Illinois, on May 6, 1994.
ILLINOIS TOOL WORKS INC.
SAVINGS AND INVESTMENT PLAN
By: Employee Benefits Committee
of Illinois Tool Works Inc.
By: /s/ John Karpan
John Karpan, Member of Employee
Benefits Committee and Senior
Vice President Human Resources
RESTATED
CERTIFICATE OF INCORPORATION
OF
ILLINOIS TOOL WORKS INC.
(Originally incorporated as Illinois Tool Works, Inc. on June 19, 1961)
A Restatement of the Certificate of Incorporation was duly adopted by the
vote of the Board of Directors on April 30, 1984 in accordance with Section
245 of the Delaware General Corporation Law. As newly restated, this
Restated Certificate of Incorporation hereby reads as follows:
FIRST. The name of the corporation is Illinois Tool Works Inc.
SECOND. Its registered office in the State of Delaware is located at
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name and address of its registered agent is The
Corporation Trust Company.
THIRD. The nature of the business, or objects or purposes to be transacted,
promoted or carried on are:
To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of,
trade, deal in and deal with goods, wares and merchandise and
personal property of every class and description.
To acquire, and pay for in cash, stock or bonds of this corporation
or otherwise, the good will, rights, assets and property, and to
undertake or assume the whole or any part of the obligations or
liabilities of any person, firm, association or corporation.
To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage or otherwise dispose of letters patent of the United
States or any foreign country, patent rights, licenses and
privileges, inventions, improvements and processes, copyrights,
trademarks and trade names, relating to or useful in connection with
any business of this corporation.
<PAGE>
To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage,
pledge or otherwise dispose of or deal in and with any of the shares
of the capital stock, or any voting trust certificates in respect of
the shares of capital stock, scrip, warrants, rights, bonds,
debentures, notes, trust receipts, and other securities, obligations,
chooses in action and evidences of indebtedness or interest issued or
created by any corporations, joint stock companies, syndicates,
associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign
government, or by any state, territory, province, municipality or
other political subdivision or by any governmental agency, and as
owner thereof to possess and exercise all the rights, powers and
privileges of ownership, including the right to execute consents and
vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and
enhancement in value thereof.
To enter into, make and perform contracts of every kind and
description with any person, firm, association, corporation,
municipality, county, state, body politic or government or colony or
dependency thereof.
To borrow or raise moneys for any of the purposes of the corporation
and, from time to time without limit as to amount, to draw, make,
accept, endorse, execute and issue promissory notes, drafts, bills of
exchange, warrants, bonds debentures and other negotiable or
non-negotiable instruments and evidences of indebtedness, and to
secure the payment of any thereof and of the interest thereon by
mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the
time owned or thereafter acquired, and to sell, pledge or otherwise
dispose of such bonds or other obligations of the corporation for its
corporate purposes.
To loan to any person, firm or corporation any of its surplus funds,
either with or without security.
To purchase, hold, sell and transfer the shares of its own capital
stock; provided it shall not use its funds or property for the
purchase of its own shares of capital stock when such use would cause
any impairment of its capital except as otherwise permitted by law,
and provided further that shares of its own capital stock belonging
to it shall not be voted upon directly or indirectly.
To have one or more offices, to carry on all or any of its operations
and business and without restriction or limit as to amount to
purchase or otherwise acquire, hold, own, mortgage, sell, convey or
otherwise dispose of, real and personal property of every class and
description in any of the states,
<PAGE>
districts, territories or colonies of the United States, and in any
and all foreign countries, subject to the laws of such state,
district, territory, colony or country.
In general, to carry on any other business in connection with the
foregoing, and to have and exercise all the powers conferred by the
laws of Delaware upon corporations formed under the General
Corporation Law of the State of Delaware, and to do any or all of the
things hereinbefore set forth to the same extent as natural persons
might or could do.
The objects and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted
by reference to, or inference from, the terms of any clause in this
Certificate of Incorporation, but the objects and purposes specified
in each of the foregoing clauses of this Article shall be regarded as
independent objects and purposes.
FOURTH.
(1) Authorized Shares. The total number of shares of stock of all
classes which the corporation shall have authority to issue is fifty
million three hundred thousand (50,300,000), of which three hundred
thousand (300,000) shall be shares of Preferred Stock without par
value and fifty million (50,000,000) shall be shares of Common Stock
without par value. Each share of the Company's Common Stock with a
par value of $3.33-1/3 per share represented by a stock certificate
issued prior to May 1, 1984 shall be deemed converted into one share
of the Company's Common Stock without par value, and the holder of
record thereof shall receive a certificate for an equal number of
shares of the Company's Common Stock without par value.
(2) Preferred Stock.
(a) The Preferred Stock shall be issuable in series, and in
connection with the issuance of any series of Preferred Stock and
to the extent now or hereafter permitted by the laws of the State
of Delaware, the Board of Directors is authorized to fix by
resolution the designation of each series, the stated value of
the shares of each series, the dividend rate of each series and
the date or dates and other provisions respecting the payment of
dividends, the provisions, if any, for a sinking fund for the
shares of each series, the preferences of the shares of each
series in the event of liquidation or dissolution of the
corporation, the provisions, if any, respecting the redemption of
the shares of each series and subject to requirements of the laws
of the State of Delaware, the voting rights, if any, (provided
that such shares shall not have more than one vote per share)
including any special voting rights in
<PAGE>
the event of default in the payment of preferred dividends, the
terms, if any, upon which the shares of each series shall be
convertible into or exchangeable for any other shares of stock of
the corporation and any other relative, participating, optional
or other special rights, and qualifications, limitations or
restrictions thereof, of the shares of each series.
(b) Preferred Stock of any series redeemed, converted, exchanged,
purchased, or otherwise acquired by the corporation shall
constitute authorized but unissued Preferred Stock.
(c) All shares of any series of Preferred Stock, as between
themselves, shall rank equally and be identical; and all series
of Preferred Stock, as between themselves, shall rank equally and
be identical except as set forth in resolutions of the Board of
Directors authorizing the issuance of such series.
(3) Common Stock.
(a) After dividends to which the holders of Preferred Stock may
then be entitled under the resolutions creating any series
thereof have been declared and after the corporation shall have
set apart the amounts required pursuant to such resolutions for
the purchase or redemption of any series of Preferred Stock, the
holders of Common Stock shall be entitled to have dividends
declared in cash, property, or other securities of the
corporation out of any net profits or net assets of the
corporation legally available therefor.
(b) In the event of the liquidation or dissolution of the
corporation's business and after the holders of Preferred Stock
shall have received amounts to which they are entitled under the
resolutions creating such series, the holders of Common Stock
shall be entitled to receive ratably the balance of the
corporation's net assets available for distribution.
(c) Each share of Common Stock shall be entitled to one vote, but
shall not be entitled to vote for the election of any directors
who may be elected by vote of the Preferred Stock voting as a
class.
(4) Preemptive Rights. Unless otherwise provided by the Board of
Directors, no holder of any shares of the corporation shall have any
preemptive right to subscribe for or to acquire any additional shares
of the corporation of the same or of any other class, whether now or
hereafter authorized, or any options or warrants giving the right to
purchase any such
<PAGE>
shares, or any bonds, notes, debentures or other securities
convertible into any such shares.
FIFTH. The minimum amount of capital with which the corporation will commence
business is one thousand dollars ($1,000).
SIXTH. Names and places of residence of original incorporators - OMITTED.
SEVENTH. The corporation is to have perpetual existence.
EIGHTH. The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatever.
NINTH.
(a) Except as provided in any certificate ("Certificate of Rights of
Preferred Stock") filed pursuant to Section 151(g) of the Delaware
General Corporation Law (or any amendment or replacement of such
Section) designating the number of shares of Preferred Stock to be
issued and the rights,preferences, privileges and restrictions
granted to and imposed on the holders of such designated Preferred
Stock, as permitted by Article FOURTH hereof, the authorized number
of Directors of the corporation shall be not less than three nor more
than twenty. The initial number of Directors is fixed at thirteen.
The exact number of Directors within such range may be changed from
time to time by an amendment to the By-Laws duly adopted as provided
in Subsection (a) (1) of Article ELEVENTH. No reduction in the
number of Directors shall have the effect of removing any Director
prior to the expiration of his term.
(b) Except as provided in any Certificate of Rights of Preferred
Stock, any vacancies in the Board of Directors for any reason, and
any newly created directorships resulting from any increase in the
number of directors, shall be filled only by the Board of Directors,
acting by a majority of the directors then in office, although less
than a quorum, and any directors so chosen shall hold office until
the next annual election of directors, and until their successors
shall be elected and qualified.
(c) In furtherance and not in limitation of the powers conferred by
statute and subject to the limitations imposed by other Articles of
this Certificate of Incorporation, the Board of Directors is
expressly authorized to make, alter or repeal the By-Laws of the
corporation.
TENTH.
(a) Meetings of stockholders may be held outside the State of
Delaware, if the By-Laws so provide. The books of the corporation
may be kept (subject to any provision contained in the statutes)
outside the State of Delaware at such place or
<PAGE>
places as may be designated from time to time by the Board of
Directors or in the By-Laws of the corporation. Elections of
directors need not be by ballot unless the By-Laws of the corporation
shall so provide.
(b) No action shall be taken by the stockholders except at an annual
or special meeting of stockholders and no action may be taken by
written consent of the stockholders. Special meetings of the
stockholders of the corporation for any purpose or purposes may be
called at any time but only by the chairman, the president, or by a
majority of the Board of Directors; provided, however, that if and to
the extent that any special meeting of stockholders may be called by
any other person or persons specified in any Certificate of Rights of
Preferred Stock, then such special meeting may also be called by such
person or persons in the manner, at the times and for the purposes so
specified.
ELEVENTH.
(a) New By-Laws of the corporation may be adopted or the By-Laws of
the corporation may be amended or repealed either by the affirmative
vote of a majority of the Directors of the corporation or by the
affirmative vote of the holders of a majority of the voting power of
the corporation; provided, however, that any By-Law fixing the number
of Directors may be adopted, amended or repealed only by (1) the
affirmative vote of a majority of the Directors of the corporation;
provided, however, that if there is a Substantial Shareholder (as
defined in Article FIFTEENTH), such By-Law also must be adopted,
amended or repealed by not less than two-thirds of the Continuing
Directors (as defined in Article FIFTEENTH), or (2) the affirmative
vote of the holders of not less than 66-2/3% of the voting power of
the Corporation; provided, however, that if there is a Substantial
Shareholder, such By-Law also must be adopted, amended or repealed by
the affirmative vote of the holders of a majority of the voting power
of the corporation held by stockholders other than the Substantial
Stockholder.
(b) The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation,
in the manner now or hereafter prescribed by statute, and all rights
conferred on stockholders herein are granted subject to this
reservation. Notwithstanding the foregoing, the provisions set forth
in Articles NINTH, TENTH, FIFTEENTH, and this Article ELEVENTH may
not be repealed or amended in any respect, nor may any cumulative
voting provision be adopted, nor may any other provision be amended,
adopted or repealed which would have the effect of modifying or
permitting circumvention of such provisions, unless such repeal,
amendment or adoption is approved by the affirmative vote of the
holders of not less than 66-2/3% of the voting power of the
corporation; provided, however, that if there is
<PAGE>
a Substantial Shareholder, such repeal, amendment or adoption also
must be approved by the affirmative vote of a majority of the voting
power of the corporation held by stockholders other than the
Substantial Stockholder.
TWELFTH. No contract or other transaction between the corporation and any
person, firm, association or corporation and no other act of this corporation
shall, in the absence of fraud, be invalidated or in any way affected by the
fact that any of the directors of the corporation are, directly or
indirectly, pecuniarily or otherwise interested in such contract, transaction
or other act or related to or interested in such person, firm, association or
corporation as director, stockholder, officer, employee, member or otherwise.
Any director of the corporation individually, or any firm or association of
which any director may be a member, may be a party to, or may be pecuniarily
or otherwise interested in, any contract or transaction of the corporation;
provided that the fact that he individually or such firm or association is so
interested shall be disclosed or known to the Board of Directors or a
majority of such members thereof as shall be present at any meeting of the
Board of Directors, or of any committee of directors having the powers of the
full Board, at which action upon any such contract, transaction or other act
is taken, and if such fact shall be so disclosed or known, any director of
this corporation so related or otherwise interested may be counted in
determining the presence of a quorum at any meeting of the Board of Directors
or of such committee at which action upon any such contract, transaction or
act shall be taken and may vote thereat with respect to such action with like
force and effect as if he were not so related or interested. Any director of
the corporation may vote upon any contract or other transaction between the
corporation and any subsidiary or affiliated corporation without regard to
the fact that he is also a director of such subsidiary or affiliated
corporation.
THIRTEENTH.
(a) The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement,
<PAGE>
conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
(b) The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect to any claim, issue
or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to
the corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses which such court shall deem
proper.
(c) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in paragraphs (a) and
(b) of this Article, or in defense of any claim, issue or matter
therein, he shall be indemnified by the corporation against expenses
(including attorneys's fees) actually and reasonably incurred by him
in connection therewith.
(d) Any indemnification under paragraphs (a) and (b) of this Article
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standards of
conduct set forth in said paragraphs (a) and (b). Such determination
shall be made (i) by the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to such action,
suit or proceeding, or (ii) if such a quorum is not obtainable, or,
even if obtainable and a quorum of disinterested directors so
directs, by independent legal
<PAGE>
counsel (compensated by the corporation) in a written opinion or
(iii) by the stockholders.
(e) Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an
undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by corporation as authorized in
this Article.
(f) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification
may be entitled under any by-law, agreement, vote of stockholder or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.
(g) The corporation may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against such
liability under the provisions of this Article or of applicable law.
FOURTEENTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stock holders, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof, or on the application
of any receiver or receivers appointed for this corporation under the
provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this corporation under the provisions of section 279 of Title 8
of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders of this corporation, as the case may be, to be
summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders of this corporation, as the case may be, agree to
any compromise or arrangement and to any reorganization of this corporation
as consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall,
<PAGE>
if sanctioned by the court to which the said application has been made, be
binding on all the creditors or class of creditors, and/or on all the
stockholders, of this corporation, as the case may be, and also on this
corporation.
FIFTEENTH.
(a) Definitions. For the purpose of this Article FIFTEENTH:
(1) Except as provided in this Subsection and Subsection (a) (9)
below, "Affiliate" and "Associate" shall have the meanings
ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as in
effect on March 2, 1984. No relative or spouse of a person (and
no relative of such spouse) who is a director or officer of the
corporation shall be an Affiliate or Associate of such person or
of the corporation solely as a result of such person being a
director or officer of the corporation.
(2) Except as provided in Subsection (a) (9) below, a Person (as
defined in Subsection (a) (7) below) shall be the "Beneficial
Owner" of (or shall "Beneficially Own") any Voting Stock (A)
which such Person beneficially owns, directly or indirectly, as
determined under Rule 13d-3 of the General Rules and Regulations
under the Security Exchange Act of 1934, as in effect on March 2,
1984 or (B) which such Person has the right to acquire (whether
such right is exercisable immediately or only after the passage
of time) upon the exercise of conversion rights, exchange rights,
warrants, options or otherwise.
(3) The term "Business Combination" shall mean any of the
following transactions:
(A) any merger or consolidation of the corporation or any
Subsidiary with or into (i) any Substantial Stockholder
irrespective of which entity is the survivor or (ii) any
other corporation which is, or after such merger or
consolidation would be, an Affiliate or Associate of such
Substantial Stockholder; or
(B) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of
transactions) to or with any Substantial Stockholder of any
Properties or assets of the corporation (including without
limitation any securities of a Subsidiary) or any Subsidiary
having an aggregate Fair Market Value of more than one
percent of the total gross assets of the corporation on a
consolidated basis as of the end of the preceding fiscal
year; or
<PAGE>
(C) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of
transactions) to or with the corporation or a Subsidiary of
any properties or assets of a Substantial Stockholder having
an aggregate Fair Market Value of more than one percent of
the total gross assets of the corporation on a consolidated
basis as of the end of the preceding fiscal year; or
(D) the issuance, transfer or delivery by the corporation of
stock or other securities of the corporation or of any
Subsidiary (in one transaction or a series of transactions)
to or with any Substantial Stockholder (except any issuance,
transfer or delivery made to security holders generally); or
(E) the issuance, transfer or delivery by a Substantial
Stockholder of stock or other securities of such Substantial
Stockholder (in one transaction or a series of transactions)
to or with the corporation or a Subsidiary (except any
issuance, transfer or delivery made to security holders of
the Substantial Stockholder generally); or
(F) the adoption of any plan or proposal for the liquidation
of the corporation proposed by or on behalf of a Substantial
Stockholder; or
(G) any reclassification of securities (including any reserve
stock split), or recapitalization of the corporation, or any
merger or consolidation of the corporation with an; of its
Subsidiaries or any other transact on (whether or not with or
into or otherwise involving a Substantial Stockholder), which
has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of
equity or convertible securities of the corporation or any
Subsidiary which is directly or indirectly owned by any
Substantial Stockholder; or
(H) any agreement, arrangement, contract or understanding
which provides, in whole or in part, for any of the
transactions described in this Subsection (3).
(4) "Common Stock" means the issued and outstanding shares of
common stock of the corporation.
(5) "Continuing Director" means any member of the Board of
Directors of the corporation who is not an Affiliate
<PAGE>
or Associate of a Substantial Stockholder and who either (A) was
a member of the Board of Directors prior to the time that the
Substantial Stockholder became a Substantial Stockholder, or (B)
was designated a Continuing Director by not less than two-thirds
of the then Continuing Directors at the time of such director's
initial election to the Board of Directors.
(6) "Fair Market Value" means: (A) in the case of stock, the
highest closing sale price during the 30-day period immediately
preceding the date in question of a share of such stock on the
Composite Tape for the New York Stock Exchange, or, if such stock
is not quoted on the Composite Tape, on the New York Stock
Exchange, or, if such stock is not listed on such Exchange, on
the principal United States securities exchange registered under
the Securities Exchange Act of 1934 on which such stock is
listed, or, if such stock is not listed on any such exchange, the
highest closing sale price, or if none, the highest closing bid
quotation, with respect to a share of such stock during the
3O-day period preceding the date in question on the National
Association of Securities Dealers, Inc. Automated Quotations
System or any system then in use, or if no such quotations are
available, the fair market value on the date in question of a
share of such stock as determined by the Continuing Directors in
good faith; and (B) in the case of property other than cash or
stock, the fair market value of such property on the date in
question as determined by a majority of the Continuing Directors
in good faith.
(7) "Person" includes a natural person, corporation, partnership,
association, joint stock company, trust, unincorporated
association or other entity. Except as provided in Subsection
(a) (9) below, when two or more persons act as a partnership,
limited partnership, syndicate or other group for the purpose of
acquiring, holding, voting or disposing of common stock, such
syndicate or group shall be deemed a "Person".
(8) "Subsidiary" means any corporation of which a majority of any
class of equity security is beneficially owned, directly or
indirectly, by the corporation.
(9) "Substantial Stockholder" means any Person (other than the
corporation 01 any Subsidiary) which, together with any and all
Affiliates or Associates of such Person after March 2, 1984,
became and then is the Beneficial Owner, directly or indirectly,
of more than 10% of the voting power of the outstanding Voting
Stock, excluding Voting Stock Beneficially Owned by such person
on March 2, 1984. In determining whether a Person is a
Substantial Stockholder, or whether a Person is an
<PAGE>
Affiliate or Associate of a Substantial Stockholder, or whether a
Person is included within the definition of another Person, (A)
no trust which was in existence on March 2, 1984 and was a
stockholder of the corporation on that date ("Stockholder-Trust")
shall be an Affiliate or Associate of any other
Stockholder-Trust, (B) no trustee or successor trustee of any
Stockholder-Trust shall be an Affiliate or Associate of such
trust or of any other Stockholder-Trust or of any other trustee
or successor trustee of any Stock- holder-Trust or
Stockholder-Trusts (including a trustee and himself, herself or
itself if trustee of more than one such trust) by reason of such
trusteeship, (C) no trustee or successor trustee of any
Stockholder-Trust shall be the Beneficial Owner of any Voting
Stock Beneficially Owned by such trust by reason of such
trusteeship, and (D) no two or more Stockholder-Trusts, no two or
more trustees or successor trustees of any Stockholder-Trust or
Stockholder-Trusts (including a trustee and himself, herself or
itself if trustee of more than one such trust) by reason of such
trusteeship, and no trustee or successor trustee of any
Stockholder-Trust or Stockholder-Trusts by reason of such
trusteeship and any such trust or trusts shall be deemed a
Person. Except as set forth in the immediately preceding
sentence, "Substantial Stockholder" shall include any and all
Affiliates and Associates of a Substantial Stockholder, and any
Person with which a Substantial Stockholder or its Affiliates or
Associates have any understanding, agreement, or arrangement,
directly or indirectly, for the purpose of acquiring, holding,
voting or disposing of Voting Stock, and the shares of Voting
Stock Beneficially Owned by a Substantial Stockholder shall
include any shares Beneficially Owned by any such Affiliate or
Associate and any such Person. For the purposes of determining
whether a Person is a Substantial Stockholder, the number of
shares of Voting Stock deemed to be outstanding shall include
shares deemed Beneficially Owned by a Substantial Stockholder or
its Affiliates or Associates but shall not include any other
shares which may be issuable to any other Person pursuant to any
agreement, arrangement or understanding, or upon exercise of
conversion rights, warrants or options, or otherwise.
(10) "Voting Stock" means the then outstanding shares of all
classes of capital stock of the corporation which are entitled to
vote for the election of directors of the corporation generally,
but not including those which are entitled to vote for the
election of one or more directors only in the event of certain
contingencies such as dividend arrearages.
(b) Supermajority Vote Required. In addition to any affirmative vote
required by law or this Certificate, and
<PAGE>
except as provided in Section (c) below, any Business Combination
shall require (1) the affirmative vote of the holders of not less
than 66-2/3% of the voting power of the Voting Stock, voting together
as a single class, and (2) the affirmative vote of the holders of a
majority of the voting power of the Voting Stock held by stockholders
other than the Substantial Stockholder, voting together as a single
class. Such affirmative vote shall be required notwithstanding the
fact that no vote may be required or that a lesser percentage may be
specified by law or in any agreement with any national securities
exchange or otherwise.
(c) Supermajority Vote Not Required. The provisions of Section (b)
above shall not be applicable to any particular Business Combination,
and such Business Combination shall require only such affirmative
vote as is required by law and any other provision of this
Certificate, if any of the conditions set forth in Subsections (c)
(1) through (4) below are satisfied with respect to such Business
Combination.
(1) The Business Combination shall have been approved in writing
by not less than two-thirds of the Continuing Directors.
(2) The Business Combination shall have been approved by a duly
adopted resolution of the Board of Directors prior to the
Substantial Stockholder becoming a "Substantial Stockholder".
(3) The Business Combination is solely between the corporation
and another corporation of which more than 50% of the outstanding
shares of all classes of stock entitled to vote in an election of
directors is owned by the corporation and its Subsidiaries.
(4) All of the conditions set forth in this Subsection (c) (4)
are satisfied with respect to such Business Combination.
(A) The aggregate of the cash and the Fair Market Value of
the property, securities or other consideration (including
without limitation Common Stock of the corporation retained
by stockholders of the corporation other than the Substantial
Stockholder or other parties to such Business Combination in
the event of a Business Combination in which the corporation
is the surviving corporation) to be received per share by
holders of Common Stock to the corporation in the Business
Combination is not less than the highest per share price
(including brokerage commissions, transfer taxes and
soliciting dealers' fees and with appropriate adjustments for
recapitalizations and stock splits, stock dividends and like
<PAGE>
distributions) paid by the Substantial Stockholder in
acquiring any of its holdings of the corporation's Common
Stock, without regard to whether such holdings were acquired
before or after the Substantial Stockholder became a
Substantial Stockholder. For purposes of this Subsection (c)
(4) (A), if the consideration paid in any such acquisition of
Common Stock consisted, in whole or in part, of consideration
other than cash, then such other consideration shall be
valued at the Fair Market Value thereof at the time of the
consummation of the Business Combination.
(B) After becoming a Substantial Stockholder and prior to the
consummation of any Business Combination, such Substantial
Stockholder shall not have (i) acquired any newly issued
shares of capital stock, directly or indirectly, from the
corporation (except upon conversion of convertible securities
acquired by it prior to becoming a Substantial Stockholder or
upon compliance with the provisions of this Article
FIFTEENTH or as a result of a pro rata stock dividend or
stock split), (ii) acquired any additional shares of Voting
Stock or securities convertible into Voting Stock except as
part of the transaction pursuant to which the Substantial
Stockholder became a Substantial Stockholder, (iii) received
the benefit, directly or indirectly (except proportionally as
a stockholder) of any loans, advances, guarantees, pledges or
other financial assistance or tax credits provided by the
corporation or (iv) initiated any proposals that result in
any major changes in the corporation's business or capital
structure.
(C) A proxy statement responsive to the requirements of the
Securities Exchange Act of 1934 or any successor or
amendatory statute (whether or not the corporation is then
subject to such requirements) shall be mailed to stockholders
of the corporation for the Purpose of soliciting stockholder
approval of any Business Combination and shall contain at the
front thereof, in a prominent place, any recommendations as
to the advisability (or inadvisability) of the Business
Combination which the Continuing Directors, or any of them,
may choose to state and, if deemed advisable by a majority of
the Continuing Directors, an opinion of an investment banking
firm as to the fairness (or lack thereof) of the terms of
such Business Combination, from the point of view of the
remaining stockholders of the
<PAGE>
corporation (such investment banking firm to be selected by a
majority of the Continuing Directors and to be paid a
reasonable fee for its services by the corporation.
(d) Acts of Continuing Directors. A majority of the Continuing
Directors shall have the power and shall use their best efforts
to determine, for purposes of this Article FIFTEENTH and on the
basis of information known to them:
(1) Whether the proposed Business Combination is within the scope
of this Article FIFTEENTH;
(2) Whether a stockholder is a Substantial Stockholder;
(3) The per share value proposed to be paid to (or retained by)
the holders of Common Stock of the corporation in the Business
Combination, within the meaning of Subsection (c) (4) above;
(4) The highest price per share paid by a Substantial Stockholder
within the meaning of Subsection (c) (4) above; and
(5) Whether all of the conditions of Subsection (c) (4) have been
satisfied.
(e) Fiduciary Obligations.
(1) Nothing contained in this Article FIFTEENTH shall be
construed to relieve any Substantial Stockholder from any
fiduciary obligation imposed by law. In addition, nothing
contained in this Article FIFTEENTH shall prevent any
stockholder of the corporation from objecting to any Business
Combination and from demanding any appraisal; rights which may be
available to such stockholder under Section 262 of the Delaware
General Corporation Law.
(2) The fact that any Business Combination complies with the
provisions of Subsection (c) (4) above shall not be construed to
impose any fiduciary duty, obligation or responsibility on the
Board of Directors or any member thereof to approve such Business
Combination or recommend its adoption or approval to the
stockholders of the Corporation, nor shall such compliance limit,
prohibit or otherwise restrict in any manner the Board of
Directors or any member thereof with respect to evaluations of or
actions and responses taken with respect to such Business
Combination.
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
ILLINOIS TOOL WORKS INC.
ILLINOIS TOOL WORKS INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Illinois Tool
Works Inc. held on February 20, 1987, resolutions were adopted setting forth
proposed amendments of the Certificate of Incorporation, declaring the
amendments to be advisable and directing that the amendments be considered at
the Annual Meeting of Stockholders of the corporation to be held May 4, 1987.
The resolutions setting forth the proposed amendments are as follows:
" RESOLVED: That Paragraph 1 of Article Fourth of the Certificate of
Incorporation is hereby amended to read as follows:
FOURTH: (1) Authorized Shares. The total number of shares of
stock of all classes which the corporation shall have authority to issue is
eighty million three hundred thousand (80,300,000), of which three hundred
thousand (300,000) shall be Preferred Stock without par value and eighty
million (80,000,000) shall be shares of Common Stock without par value."
" RESOLVED: That the previous ARTICLE THIRTEENTH of the Certificate of
Incorporation is hereby repealed and a new ARTICLE THIRTEENTH is hereby
adopted, to read as follows:
THIRTEENTH: No director of the corporation shall be personally
liable to the corporation or to any of its stockholders for monetary
damages for any breach of fiduciary duty as a director provided,
however, that the foregoing shall not limit or eliminate liability
for breach of a director's duty of loyalty, for failure of a director
to act in good faith, for engaging in intentional misconduct or
knowingly violating a law, for obtaining an improper personal
benefit, or for acting to pay a dividend or approving a stock
<PAGE>
repurchase that is illegal under Section 174 of the General
Corporation Law of the State of Delaware. This Article shall apply
to acts or omissions occurring subsequent to May 4, 1987, and any
repeal or modification of this Article shall not adversely affect any
right or protection existing at the time of such repeal or
modification."
SECOND: That thereafter, pursuant to the resolution of its Board of
Directors, the stockholders of the corporation, at a regular meeting held on
May 4, 1987, adopted said amendments by voting the necessary number of shares
as required by statute in favor of the amendments.
THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of the corporation will not be reduced under
or by reason of the aforesaid amendments.
FIFTH: That these amendments to the Certificate of Incorporation shall
become effective upon filing with the Delaware Department of State.
IN WITNESS WHEREOF, ILLINOIS TOOL WORKS INC. has caused this certificate
to be signed by John D. Nichols, its Chairman and Chief Executive Officer,
and Arthur M. Wright, its Secretary, this 4th day of May, 1987.
ILLINOIS TOOL WORKS INC.
By: /s/ John D. Nichols
John D. Nichols
Chairman and
Chief Executive Officer
ATTEST:
By: /s/ Arthur M. Wright
Arthur M. Wright
Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
OF
RESTATED
CERTIFICATE OF INCORPORATION
ILLINOIS TOOL WORKS INC.
ILLINOIS TOOL WORKS INC., a corporation organized and
existing under and by virtue of the General Corporation Law of
the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of
Illinois Tool Works Inc. held on February 22, 1991, resolutions
were adopted setting forth a proposed amendment of the Restated
Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and directing that the amendment be
considered at the Annual Meeting of Stockholders of the
corporation to be held May 10, 1991. The resolution setting
forth the proposed amendment is as follows:
"RESOLVED: That the Restated Certificate of Incorporation
of this corporation be amended by changing the FOURTH Article
thereof so that, as amended said Article shall be and read as
follows:
FOURTH: (1) Authorized shares. The total number of
shares of stock of all classes which the corporation
shall have authority to issue is one hundred fifty
million three hundred thousand (150,300,000), of which
three hundred thousand (300,000) shall be shares of
Preferred Stock without par value and one hundred fifty
million (150,000,000) shall be shares of Common Stock
without par value."
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the Annual Meeting of the Stockholders of said corporation
was duly called and held, upon notice in accordance with Section 222 of
the General Corporation Law of the State of Delaware at which meeting
the necessary number of shares as required by statute were voted in
favor of the amendment.
<PAGE>
THIRD: That said amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, ILLINOIS TOOL WORKS INC. has caused this
certificate to be signed by John D. Nichols, its Chairman and Chief
Executive Officer, and Arthur M. Wright, its Secretary, this 11th day
of June, 1991.
ILLINOIS TOOL WORKS INC.
By: John D. Nichols
Chairman and Chief
Executive Officer
ATTEST:
By:
Arthur M. Wright
Secretary
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports
dated February 9, 1994 included or incorporated by reference in Illinois Tool
Works Inc.'s Form 10-K for the year ended December 31, 1993 and to all
references to our firm included in this registration statement.
ARTHUR ANDERSEN & CO.
Chicago, Illinois
May 6, 1994
