<PAGE>
Rule 424(b)(3)
Registration No. 33-22403
33-60013
PROSPECTUS
10,900,228 Shares
ILLINOIS TOOL WORKS INC.
COMMON STOCK
No Par Value
_______________________
This Prospectus relates to the offer and sale from time to
time by Illinois Tool Works Inc., a Delaware corporation
("ITW" or the "Company"), of 10,900,228 shares of its Common
Stock, no par value (the "Common Stock"), in exchange for
shares of capital stock of other companies, or in exchange for
assets used in or related to the business of such companies.
See "Securities Covered by This Prospectus."
This Prospectus also has been prepared for use, with ITW's
prior written consent, by persons who have received or will
receive shares of Common Stock in connection with acquisitions
and who wish to offer and sell such shares under circumstances
requiring or making desirable its use. See "Securities
Covered by This Prospectus."
The Common Stock is listed and traded on the New York Stock
and Chicago Stock Exchanges under the symbol "ITW."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
___________________________
The date of this Prospectus is June 12, 1995.
<PAGE>
No individual has been authorized to give any information or to
make any representations not contained or incorporated by
reference in this Prospectus or any Prospectus Supplement. If
given or made, such information or representations must not be
relied upon as having been authorized by ITW. Neither this
Prospectus nor any Prospectus Supplement constitutes an offer to
sell or a solicitation of an offer to buy, the shares of Common
Stock offered hereby, in any jurisdiction where, or to any person
to whom, it is unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus nor any Prospectus
Supplement nor any sale made hereunder shall, under any
circumstances, create any implication that there has not been any
change in the facts set forth or incorporated by reference in
this Prospectus or any Prospectus Supplement or in the affairs of
ITW since such date.
AVAILABLE INFORMATION
ITW is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other
information filed by ITW can be inspected and copied at the
public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the following regional offices of the
Commission: 14th Floor, Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661; and 13th Floor, Seven
World Trade Center, New York, New York 10048. Copies of such
material can be obtained at prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such reports, proxy statements and other
information also can be inspected at the offices of the exchanges
on which ITW's Common Stock is listed, The New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005, and
the Chicago Stock Exchange, 440 South LaSalle Street, Chicago,
Illinois 60605.
ITW has filed with the Commission a registration statement on
Form S-4 (together with all amendments, the "Registration
Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of Common Stock.
This Prospectus, which constitutes a part of the Registration
Statement, does not contain all of the information set forth in
the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission.
Statements made in this Prospectus as to the contents of any
contract, agreement or other document referred to are not
necessarily complete; with respect to each such contract,
agreement or other document filed as an exhibit or schedule to
the Registration Statement, reference is made to the exhibit or
schedule, as applicable, for a more complete description of the
matter involved, and each such statement shall be deemed
qualified in its entirety by such reference. For further
information pertaining to ITW and the shares of Common Stock
offered hereby, reference is made to the Registration Statement
and the exhibits and schedules thereto, which may be examined or
copied at the locations described above.
2
<PAGE>
SECURITIES COVERED BY THIS PROSPECTUS
The shares of Common Stock covered by this Prospectus are
available for use in future acquisitions of other businesses or
properties, which may be similar or dissimilar to ITW's present
activities. The consideration offered by ITW in such
acquisitions, in addition to the shares of Common Stock offered
hereby, may include cash, debt or other securities (which may be
convertible into shares of Common Stock covered by this
Prospectus), or assumption by ITW of liabilities of the business
being acquired, or a combination thereof. It is contemplated
that the terms of acquisitions will be determined by negotiations
between ITW and the owners of the business or properties to be
acquired, with ITW taking into account the quality of management,
the past and potential earning power and growth of the business
or properties to be acquired, and other relevant factors, and it
is anticipated that shares of Common Stock issued in acquisitions
will be valued at a price reasonably related to the market value
of the Common Stock either at the time the terms of the
acquisition are tentatively agreed upon or at or about the time
or times of delivery of the shares.
With the consent of ITW, this Prospectus may also be used by
persons who have received or will receive from ITW shares of
Common Stock covered by this Prospectus or by prospectuses under
other registration statements in connection with acquisitions and
who may wish to sell such stock under circumstances requiring or
making desirable its use. ITW's consent to such use may be
conditioned upon such persons' agreeing not to offer more than a
specified number of shares following amendments to this
Prospectus, which ITW may agree to use its best efforts to
prepare and file at certain intervals. ITW may require that any
such offering be effected in an organized manner through
securities dealers. Sales by means of this Prospectus may be
made privately from time to time at prices to be individually
negotiated with the purchasers or publicly through transactions
on the New York or Chicago Stock Exchanges (which may involve
crosses and block transactions) or in the over-the-counter
market, at prices reasonably related to market prices at the time
of sale or at negotiated prices. Broker-dealers participating in
such transactions may act as agent or as principal and, when
acting as agent, may receive commissions from the purchasers as
well as from the sellers (if also acting as agent for the
purchasers). ITW may indemnify any broker-dealer participating
in transactions against certain liabilities, including
liabilities under the Securities Act. Profits, commissions and
discounts on sales by persons who may be deemed to be
underwriters within the meaning of the Securities Act may be
deemed underwriting compensation under that Act.
Stockholders may also offer shares of stock issued in past and
future acquisitions by means of prospectuses under other
registration statements or pursuant to exemptions from the
registration requirements of the Securities Act, including sales
which meet the requirements of Rule 145(d) under the Securities
Act, and stockholders should seek the advice of their own counsel
with respect to the legal requirements for such sales.
3
<PAGE>
INFORMATION CONCERNING ITW
Business of ITW
ITW, a Delaware corporation, manufactures and markets a variety
of products and systems that provide specific, problem-solving
solutions for a diverse customer base worldwide. ITW has more
than 260 operations in 33 countries. ITW's business units are
divided into two segments: Engineered Components, and Industrial
Systems and Consumables. Products in ITW's Engineered Components
segment include short lead-time plastic and metal components,
fasteners and assemblies; industrial fluids and adhesives; and
fastening tools and welding equipment. Industrial Systems and
Consumables' products include longer lead-time systems and
related consumables for consumer and industrial packaging;
industrial spray coating equipment and systems and quality
assurance applications equipment and systems.
The principal executive offices of ITW are located at 3600 West
Lake Avenue, Glenview, Illinois 60025, and its telephone number
is (708) 724-7500.
Information Incorporated by Reference
ITW's Annual Report on Form 10-K for the year ended December 31,
1994, and Quarterly Report on Form 10-Q for the period ended March 31, 1995,
previously filed with the Commission, are incorporated by reference in this
Prospectus.
All documents filed by ITW pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the shares of
Common Stock made hereby shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the
respective dates of filing of such documents.
Any statement contained in a document incorporated or deemed to
be incorporated herein by reference, or contained in this
Prospectus, shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also
is or is deemed to be incorporated herein by reference modifies
or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
This prospectus incorporates documents by reference which are not
presented herein or delivered herewith. These documents are
available upon request from Stewart S. Hudnut, Senior Vice
President, General Counsel and Secretary, Illinois Tool Works
Inc., 3600 West Lake Avenue, Glenview, Illinois 60025, at (708)
724-7500.
4
<PAGE>
DESCRIPTION OF CAPITAL STOCK
General
The authorized capital stock of ITW consists of 150,000,000
shares of Common Stock, no par value, and 300,000 shares of
Preferred Stock, no par value. As of March 31, 1995, there were
114,113,070 shares of Common Stock issued and outstanding. No
Preferred Stock is issued or outstanding.
Common Stock
Holders of Common Stock are entitled to one vote for each share
held of record, in person or by proxy, at all meetings of the
stockholders and on all propositions presented to such meetings
(other than the election of any directors who may be elected by
vote of the Preferred Stock voting as a class). The Common Stock
does not entitle holders to cumulative voting rights in the
election of directors. Holders of Common Stock do not have
preemptive rights.
All outstanding shares of Common Stock are fully paid and
nonassessable. Dividends may be paid on the Common Stock when
and if declared by the Board of Directors out of funds legally
available therefor. Upon liquidation, dissolution, or winding up
of the affairs of ITW, its assets remaining, after provision for
payment of creditors and holders of Preferred Stock, are
distributable pro rata among holders of its Common Stock.
The Common Stock is listed and traded on the New York and Chicago
Stock Exchanges. The transfer agent and registrar of the Common
Stock is Harris Trust and Savings Bank, Chicago, Illinois.
Preferred Stock
ITW's Preferred Stock is issuable in series. The Preferred Stock
is senior to the Common Stock, both as to payment of dividends
and distribution of assets. The designation, preferences and
rights of each series may be established by the Board of
Directors, including voting rights, dividends, redemption
features, payments on liquidation and sinking fund provisions, if
any. The Preferred Stock may be utilized for a variety of
corporate purposes, including future public offerings to raise
additional capital or to finance acquisitions. The Preferred
Stock also could be issued to persons friendly to current
management with terms that could render more difficult or
discourage attempts to gain control of ITW by means of a merger,
tender offer, proxy contest or otherwise and thereby protect the
continuity of current management. The Preferred Stock also could
be used to dilute the stock ownership of persons seeking to
obtain control of ITW.
Special Charter and By-Law Provisions
ITW's Restated Certificate of Incorporation, as amended, and its
By-Laws contain
5
<PAGE>
provisions which could render more difficult a merger, tender offer, proxy
or contest attempt to gain control of Board of Directors, or which could
the dilute the voting control of a holder of a large block of stock.
The Restated Certificate of Incorporation, as amended, provides
that an affirmative vote of the holders of not less than two-
thirds of the outstanding shares of capital stock entitled to
vote for directors is required to approve mergers or
consolidations between ITW (or its subsidiaries) and a
Substantial Stockholder, transfers of a substantial amount of
assets or stock from ITW to a Substantial Stockholder or vice
versa, adoption of a Substantial Stockholder's proposal to
dissolve ITW, or any transaction relating to ITW's stock which
results in a Substantial Stockholder's proportionate share being
increased. The Restated Certificate of Incorporation, as
amended, also requires the approval of the foregoing transactions
by the holders of at least a majority of the outstanding shares
of capital stock entitled to vote for directors, excluding those
shares owned by a Substantial Stockholder. The special voting
requirements do not apply to (i) transactions approved by not
less than two-thirds of ITW's Board of Directors,
(ii) transactions approved by the Board of Directors prior to
such time as the Substantial Stockholder became a Substantial
Stockholder, (iii) transactions between ITW and its majority-
owned subsidiaries, or (iv) transactions in which a minimum price
is received by ITW stockholders. A Substantial Stockholder is
defined in the Restated Certificate of Incorporation, as amended,
as a beneficial owner of more than 10% of the capital stock of
ITW entitled to vote for directors, excluding shares owned on
March 2, 1984.
The Restated Certificate of Incorporation, as amended, also
prohibits stockholder action by written consent, permits only the
Board of Directors to fill vacancies on the Board, whether
created by an increase in the number of directors or otherwise,
and requires that the holders of two-thirds of the voting power
of ITW, and if there is a Substantial Stockholder, the holders of
a majority of the voting power (other than that of the
Substantial Stockholder), approve any amendment to, or repeal of,
any of the foregoing provisions.
EXPERTS
The audited financial statements and schedules incorporated by
reference in this Prospectus have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their
reports with respect thereto, and have been so incorporated in
reliance upon the authority of said firm as experts in giving
said reports.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock
offered pursuant to this Prospectus will be passed upon for ITW
by Stewart S. Hudnut, Senior Vice President, General Counsel and
Secretary of ITW. Mr. Hudnut owns 400 shares of ITW Common Stock
and holds options to acquire an additional 20,000 shares of
Common Stock.
6
<PAGE>
