SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
July 18, 1995
ILLINOIS TOOL WORKS INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
1-4797
(Commission File Number)
36-1258310
(I.R.S. Employer Identification No.)
3600 W. LAKE AVENUE, GLENVIEW, ILLINOIS
(Address of Principal Executive Offices)
60025-5811
(Zip Code)
Registrant's telephone number, including area code:
(708) 724-7500
<PAGE>
ITEM 5. Other Events.
(i)
In 1995, Illinois Tool Works Inc. ("ITW") has acquired all of the
issued and outstanding shares of each of the following companies
companies in exchange for shares of ITW common stock:
COMPANY NAME DESCRIPTION OF DATE
BUSINESS CONSUMMATED
Jemco Engineering Company Indicator Lights May 31, 1995
Fibre Glass-Evercoat Company, Inc. Body Fillers &
Finishing Products May 31, 1995
Foamseal, Inc. Adhesives &
Application Equipment May 31, 1995
United Silicone Inc. Pad Printing &
Hot Stamping Equipment June 5, 1995
In May 1995, ITW also entered into an agreement with Hobart Brothers Company
("Hobart"), a manufacturer of welding equipment and consumables, mreby ITW
would acquire all of the issued and outstanding shares of Hobart in exchange
for shares of ITW common stock. Although ITW is in the process of responding
to a request for additional information from the Federal Trade Commission the
pursuant to Hart-Scott-Rodino Act of 1976, this transaction is expected to be
completed in September 1995.
In July 1995, ITW also reached an agreement in principle to acquire all of
the issued and outstanding shares of a distributor of fastening equipment and
fasteners in exchange for shares of ITW common stock. The transaction is
expected to be completed by July 31, 1995.
The acquisitions of the above companies (the "pooled companies") will all be
accounted for as poolings of interests in
conformity with Accounting Principles Board Opinion No. 16 ("APB 16").
However, since the combined impact of the pooled companies on ITW's
consolidated financial statements is not significant, the ITW consolidated
financial statements for 1993, 1994, and the first quarter 1995 will not be
restated.
(ii)
In addition to the acquisition of the pooled companies discussed above, ITW
has also acquired several other operations (the "purchased companies")
in 1995 which will be accounted for as purchases in accordance with APB 16.
The cumulative impact of the purchased companies on the ITW consolidated
financial statements is not significant.
(iii)
Although none of the pooled companies or the purchased companies individually
constitute a significant subsidiary within the meaning of Rule 1-02 (v)
of Regulation S-X, nor were the acquisitions related transactions, the
cumulative effect of all of the acquisitions in (i) and (ii) would meet the
significant subsidiary test. Therefore, the pro forma financial information
for the combined pooled companies, which constitute a majority of the
acquisitions made by ITW in 1995, is set out in item 7(b).
<PAGE>
ITEM 7. Financial Statements, Pro Forma Financial
Information and
Exhibits
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
(1) Unaudited pro forma combined statement of
income for the three months ended March 31, 1995.
(2) Unaudited pro forma combined statement of financial
position as of March 31, 1995.
(3) Unaudited pro forma combined statement of income for
the year ended December 31, 1994.
(c) Exhibits
Exhibit Number Description
27 Financial Data Schedule
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized on this 17th day of July 1995.
ILLINOIS TOOL WORKS INC.
By /s/ Michael W. Gregg
------------------------------
Michael W. Gregg
Senior Vice President and
Controller, General Accounting
<PAGE>
ITEM 7(b) Pro Forma Financial Information
The following unaudited pro forma combined statements of income and the
unaudited pro forma combined statement of financial position give effect to
the acquisitions of the pooled companies by ITW
as if they had occurred on (i) January 1, 1995 for the statement of income
for the three months ended March 31, 1995, (ii) January 1, 1994 for the
statement of income for the year ended December 31, 1994, and (iii) March 31,
1995 for the statement of financial position. The results shown do not
purport to reflect the results that would have occurred had ITW acquired the
the pooled companies on January 1, 1995, March 31, 1995 or January 1, 1994,
or which may occur in the future.
The data presented is based on the historical consolidated financial
statements of ITW and the pooled companies for the periods ending
March 31, 1995, and December 31, 1994, and as of March 31 1995.
ILLINOIS TOOL WORKS INC. AND THE POOLED COMPANIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1995.
(In thousands, except per share amounts)
PRO FORMA
COMBINED
COMBINED ITW AND
POOLED POOLED
ITW COMPANIES COMPANIES
--------------------------------------
OPERATING REVENUES $929,085 $112,280 $1,041,365
OPERATING COSTS 616,022 79,000 695,022
SELLING, ADMINISTRATIVE,
AND RESEARCH AND
DEVELOPMENT EXPENSES 173,875 21,013 194,888
AMORTIZATION OF GOODWILL AND
OTHER INTANGIBLE ASSETS 6,133 263 6,396
-------- -------- ---------
OPERATING INCOME 133,055 12,004 145,059
INTEREST EXPENSE (6,159) (1,308) (7,467)
AMORTIZATION OF RETIREE
HEALTHCARE (1,742) 0 (1,742)
OTHER INCOME (EXPENSE) (4,123) (635) (4,758)
-------- -------- ---------
INCOME BEFORE INCOME TAXES 121,031 10,061 131,092
INCOME TAXES 46,000 2,010 48,010
-------- -------- ---------
NET INCOME $ 75,031 $ 8,051 $ 83,082
======== ======== ==========
NET INCOME PER SHARE
OF COMMON STOCK $ 0.66 $ 0.69
======== =========
AVERAGE SHARES OUTSTANDING
DURING THE PERIOD 114,032 121,240
======== ========
<PAGE>
ILLINOIS TOOL WORKS INC. AND THE POOLED COMPANIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF FINANCIAL POSITION
AS OF MARCH 31, 1995
(In thousands)
PRO FORMA
COMBINED
COMBINED ITW AND
POOLED POOLED
ITW COMPANIES COMPANIES
--------------------------------------
CURRENT ASSETS:
CASH AND EQUIVALENTS $ 118,712 $ 12,313 $ 131,025
TRADE RECEIVABLES 644,938 66,584 711,522
INVENTORIES 465,961 45,092 511,053
DEFERRED INCOME TAXES 76,541 11,532 88,073
PREPAIDS AND OTHER 63,155 2,806 65,961
CURRENT ASSETS ---------- -------- ----------
1,369,307 138,327 $1,507,634
---------- -------- ----------
TOTAL CURRENT ASSETS
PLANT AND EQUIPMENT:
COST 1,432,041 118,771 1,550,812
ACCUMULATED DEPRECIATION (787,959) (69,520) (8,57,479)
---------- -------- ----------
NET PLANT & EQUIPMENT 644,082 49,251 693,333
---------- -------- ----------
INVESTMENT IN LEVERAGED LEASES 54,012 0 54,012
---------- -------- ----------
GOODWILL 380,143 5,201 385,347
---------- -------- ----------
DEFERRED INCOME TAXES 38,292 17,042 55,334
---------- -------- ----------
OTHER ASSETS 267,379 15,772 283,151
---------- -------- ----------
OTHER ASSETS $2,753,215 $225,596 $2,978,811
========== ======== ==========
CURRENT LIABILITIES:
SHORT-TERM DEBT $ 69,023 $ 1,507 $ 70,530
ACCOUNTS PAYABLE 174,148 28,803 202,951
ACCRUED EXPENSES 343,927 33,022 376,949
CASH DIVIDENDS PAYABLE 17,117 0 17,117
INCOME TAXES PAYABLE 65,718 2,942 68,660
---------- -------- ----------
TOTAL CURRENT LIABILITIES 669,933 66,274 736,207
---------- -------- ----------
NON-CURRENT LIABILITIES:
LONG-TERM DEBT 272,014 54,816 326,830
OTHER 200,615 9,574 210,189
---------- -------- ----------
TOTAL NON-CURRENT LIABILITIES 472,629 64,390 537,019
STOCKHOLDERS' EQUITY:
PREFERRED STOCK -- -- --
COMMON STOCK 203,810 30,627 234,437
INCOME REINVESTED IN THE
BUSINESS 1,402,086 67,869 1,469,955
---------- -------- -----------
1,605,896 98,496 1,704,392
COMMON STOCK HELD IN TREASURY (1,866) 0 (1,866)
EQUITY ADJUSTMENT FROM FOREIGN
CURRENCY TRANSLATION 6,623 (3,564) 3,059
---------- -------- ----------
TOTAL STOCKHOLDERS' EQUITY 1,610,653 94,932 1,705,585
---------- -------- ----------
$2,753,215 $225,596 $2,978,811
========== ======== ==========
<PAGE>
ILLINOIS TOOL WORKS INC. AND THE POOLED COMPANIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME FOR THE
FOR THE YEAR ENDED DECEMBER 31, 1994.
(In thousands, except per share amounts)
PRO FORMA
COMBINED
COMBINED ITW AND
POOLED POOLED
ITW COMPANIES COMPANIES
--------------------------------------
OPERATING REVENUES $3,461,315 $373,186 $3,834,501
OPERATING COSTS 2,290,117 264,751 2,557,868
SELLING, ADMINISTRATIVE,
AND RESEARCH AND
DEVELOPMENT EXPENSES 650,069 74,616 724,685
AMORTIZATION OF GOODWILL AND
OTHER INTANGIBLE ASSETS 22,344 1,359 23,703
--------- -------- ----------
OPERATING INCOME 498,785 29,460 528,245
INTEREST EXPENSE (26,943) (5,860) (32,803)
AMORTIZATION OF RETIREE
HEALTHCARE (6,968) 0 (6,968)
OTHER INCOME (EXPENSE) (14,591) (4,166) (18,757)
--------- -------- ----------
INCOME BEFORE INCOME TAXES 450,283 19,434 469,717
INCOME TAXES 172,500 6,303 178,803
--------- -------- ----------
NET INCOME $ 277,783 $13,131 $3,290,914
========= ======= ==========
NET INCOME PER SHARE
OF COMMON STOCK $ 2.45 $ 2.41
========= ==========
AVERAGE SHARES OUTSTANDING
DURING THE PERIOD $ 113,387 $ 120,595
========== ===========
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF INCOME (UNAUDITED) AND THE STATEMENT OF FINANCIAL POSITION
(UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 131,025
<SECURITIES> 0
<RECEIVABLES> 711,522
<ALLOWANCES> 0
<INVENTORY> 511,053
<CURRENT-ASSETS> 1,507,634
<PP&E> 1,550,812
<DEPRECIATION> 857,479
<TOTAL-ASSETS> 2,978,811
<CURRENT-LIABILITIES> 736,207
<BONDS> 326,830
<COMMON> 234,437
0
0
<OTHER-SE> 1,471,148
<TOTAL-LIABILITY-AND-EQUITY> 2,978,811
<SALES> 1,041,365
<TOTAL-REVENUES> 1,041,365
<CGS> 695,022
<TOTAL-COSTS> 695,022
<OTHER-EXPENSES> 6,396
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,467
<INCOME-PRETAX> 131,092
<INCOME-TAX> 48,010
<INCOME-CONTINUING> 83,082
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 83,082
<EPS-PRIMARY> .69
<EPS-DILUTED> .69
</TABLE>
