As filed with the Securities and Exchange Commission on June 6, 1995
Registration No. 33-
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ILLINOIS TOOL WORKS INC.
(Exact name of registrant as specified in its charter)
_______________
Delaware 308 36-1258310
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classi- Identification No.)
organization) fication Code)
3600 West Lake Avenue
Glenview, Illinois 60025
(708) 724-7500
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
________________
Stewart S. Hudnut
Senior Vice President, General Counsel and Secretary
3600 West Lake Avenue
Glenview, Illinois 60025
(708) 724-7500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale of the securities to
the public: From time to time after the effective date of this Registration
Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. __
| |
|__|
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
Act of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. __
|X |
| |
--
_______________
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________
| | |Proposed | |
| |Proposed |maximum |Amount |
Title of each class | |maximum |aggregate |of reg- |
of securities to be |Amount to be|offering price|offering |istra- |
registered |registered |per share(1) |price(1) |tion fee|
| | | | |
Common Stock, | 10,000,000 | $49.5625 |$495,625,000|$170,905|
without par value | | | | |
- -----------------------------------------------------------------------
(1) The amounts are estimates made solely for the purpose of determining
the registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
as amended, and are based on the Tool Works Inc. as reported by The Wall Street
Journal as New York Stock Exchange - Composite Transactions for June 1, 1995.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Pursuant to Rule 429, the Prospectus used in connection with this
Registration Statement also relates to shares registered on Form S-4
Registration Statement No. 33-22403.
<PAGE>
ILLINOIS TOOL WORKS INC.
Cross-Reference Sheet showing the location in the Prospectus of informa-
tion required to be included in the Prospectus pursuant to Item 501(b) of
Regulation S-K.
Item Number and Caption Location in Prospectus
----------------------- ----------------------
A. Information about the Transaction
1. Forepart of Registration State- Facing page of Form S-4; this
ment and Outside Front Cover Page cross-reference sheet; Outside
of Prospectus Front Cover Page of Prospectus
2. Inside Front and Outside Back "Available Information";
Cover Pages of Prospectus "Information Concerning ITW"
3. Risk Factors, Ratio of Earnings Outside Front Cover Page of
to Fixed Charges and Other Infor- Prospectus
mation
4. Terms of the Transaction Outside Front Cover Page of
Prospectus; "Securities
Covered by this Prospectus";
"Information Concerning ITW"
5. Pro Forma Financial Information *
6. Material Contacts With the *
Company Being Acquired
7. Additional Information Required *
for Reoffering by Persons and
Parties Deemed To Be Underwriters
8. Interests of Named Experts and
Counsel "Experts"; "Legal Matters"
9. Disclosure of Commission Position *
on Indemnification for Securities
Act Liabilities
<PAGE>
B. Information about the Registrant
10. Information With Respect to S-3 "Information Concerning ITW"
Registrants "Information
Concerning ITW"
11. Incorporation of Certain "Information Concerning ITW -
Information by Reference Information Incorporated by
Reference"
12. Information With Respect to S-2 *
or S-3 Registrants
13. Incorporation of Certain *
Information by Reference
14. Information With Respect to *
Registrants Other Than S-2 or S-3
C. Information about the Company Being Acquired
15. Information With Respect to S-3 *
Companies
16. Information With Respect to S-2 *
17. Information With Respect to *
Companies Other Than S-2 or
S-3 Companies
D. Voting and Management Information
18. Information if Proxies, *
Consents or Authorizations
Are to Be Solicited
19. Information if Proxies, *
Consents or Authorizations
Are Not To Be Solicited in
an Exchange Offer
___________________________________
* Information in repsonse to this Item is not included in the Prospectus
since the Item is inapplicable or the answer thereto is in the negative.
<PAGE>
Subject to completion dated June 6, 1995
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 , 1995.
SIDE: [Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time ther registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.]
<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>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law provides that
the Company may, and in some circumstances must, indemnify the
directors and officers of the Company against liabilities and
expenses incurred by any such person by reason of the fact that
such person was serving in such capacity, subject to certain
limitations and conditions therein set forth. Substantially
similar provisions that require such indemnification are
contained in Article V of the Company's By-Laws. Article
Thirteenth of the Company's Restated Certificate of
Incorporation, as amended, also contains provisions limiting the
liability of the Company's directors in certain instances. In
addition, the Company has purchased insurance as permitted by
Delaware law on behalf of directors, officers, employees or
agents, which may cover liabilities under the Securities Act of
1933, as amended (the "Securities Act").
Item 21. Exhibits and Financial Statement Schedules
The following exhibits are filed as part of this Registration Statement:
Exhibit
-------
Number Description of Exhibit
------ ----------------------
3(i) Restated Certificate of Incorporation of
Illinois Tool Works Inc., filed as Exhibit
4(a) to the Company's Registration State-
ment on Form S-8 (Registration Statement
No. 33-53517) filed with the Securities
Exchange Commis- sion on May 6, 1994 and
incorporated herein by reference.
3(ii) By-Laws of Illinois Tool Works Inc., as
amended, filed as Exhibit 3(b) to the
Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994
(Commission File No. 1-4797) and incorporate
5 herein by reference. Opinion of Stewart
S. Hudnut, Senior Vice President, General
Counsel and Secretary of the Company
regarding the validity of the shares of
Common Stock being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Stewart S. Hudnut (included in Exhibit 5).
24 Powers of Attorney of directors and certain officers of
the Company are included on the signature page.
II-1
<PAGE>
Item 22. Undertakings
The undersigned Registrant hereby undertakes:
(a) 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;
(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, represent a fundamental
change in the information set forth in the Registration
Statement; and
(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.
(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
(d)That, for purposes of determining any liability under the
Securities Act, 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, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement 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.
(e) Prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is part of this
Registration Statement, by any person or party who is deemed to
be an underwriter within the meaning of Rule 145(c), the
Registrant undertakes that such reoffering prospectus will
contain the information called for by the applicable registration
form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the
other Items of the applicable form.
II-2
<PAGE>
(f) Every prospectus (i) that is filed pursuant to the paragraph
immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act and is
used in connection with an offering of securities subject to Rule
415, will be filed as a part of an amendment to the Registration
Statement and will not be used until such amendment is effective,
and that, for purposes of determining any liability under the
Securities Act, 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.
(g) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or
13 of this Form S-4 within one business day of receipt of such
request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date of
the Registration Statement through the date of responding to the
request.
(h) To supply by means of a post-effective amendment all
information concerning a transaction, and the company being
acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, 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
Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant 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 June 6, 1995.
ILLINOIS TOOL WORKS INC.
By:/s/ Stewart S. Hudnut
_________________________________
Title: Stewart S. Hudnut, Senior
Vice President, General
Counsel and Secretary
POWER OF ATTORNEY
The undersigned officers and directors of Illinois Tool Works
Inc. hereby severally constitute John D. Nichols, Harold B.
Smith, Stewart S. Hudnut and each of them singly our true and
lawful attorneys with full power to them and each of them singly,
to sign for us, in our names in the capacities indicated below,
any and all amendments to this Registration Statement, including
post-effective amendments, to file the same with all exhibits
thereto, and other documentation in connection therewith, with
the Securities and Exchange Commission and generally to do all
such things in our name and on our behalf in our capacities as
officers and directors to enable Illinois Tool Works Inc. to
comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that said
attorneys, or any one of them, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons in the capacities indicated on June , 1995.
Signature Title
- --------- -----
/s/ John D. Nichols Chairman and Chief Executive
_________________________________ Officer; Director
John D. Nichols
President; Director
_________________________________
W. James Farrell
/s/ Michael W. Gregg Senior Vice President and Controller,
_________________________________ Accounting (Principal Accounting and
Michael W. Gregg Financial Officer)
II-4
<PAGE>
/s/ Julius W. Becton, Jr. Director
_________________________________
Julius W. Becton, Jr.
/s/ Silas S. Cathcart Director
_________________________________
Silas S. Cathcart
/s/ Susan Crown Director
_________________________________
Susan Crown
/s/ Richard Crowther Director
_________________________________
H. Richard Crowther
/s/ Richard M. Jones Director
_________________________________
Richard M. Jones
/s/ George D. Kennedy Director
_________________________________
George D. Kennedy
/s/ Richard H. Leet Director
_________________________________
Richard H. Leet
/s/ Robert C. McCormack Director
_________________________________
Robert C. McCormack
/s/ Phillip B. Rooney Director
_________________________________
Phillip B. Rooney
/s/ Harold B. Smith Director
_________________________________
Harold B. Smith Director
/s/ Ormand J. Wade Director
_________________________________
Ormand J. Wade
/s/ Calvin A. H. Waller Director
_________________________________
Calvin A. H. Waller
<PAGE>
Exhibit
-------
Number Description of Exhibit
------ ----------------------
3(i) Restated Certificate of Incorporation of
Illinois Tool Works Inc., filed as Exhibit
4(a) to the Company's Registration State-
ment on Form S-8 (Registration Statement
No. 33-53517) filed with the Securities
Exchange Commis- sion on May 6, 1994 and
incorporated herein by reference.
3(ii) By-Laws of Illinois Tool Works Inc., as
amended, filed as Exhibit 3(b) to the
Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994
(Commission File No. 1-4797) and incorporate
herein by reference.
5 Opinion of Stewart S. Hudnut,
Senior Vice President, General
Counsel and Secretary of the Company
regarding the validity of the shares of
Common Stock being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Stewart S. Hudnut (included in Exhibit 5).
24 Powers of Attorney of directors and certain officers of
the Company are included on the signature page.
EXHIBIT 23.1
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 January 31, 1995, included or incorporated by
reference in Illinois Tool Works Inc.'s Form 10-K for the year
ended December 31, 1994, and to all references to our Firm included
in this registration statement.
Arthur Andersen LLP
Chicago, Illinois
June 6, 1995
EXHIBIT 5
June 6, 1995
Illinois Tool Works Inc.
3600 West Lake Avenue
Glenview, Illinois 60025
10,000,000 Shares of Common Stock,
without par value
__________________________________
Ladies & Gentlemen:
I have acted as counsel for Illinois Tool Works Inc. (the
"Company") in connection with the registration under the
Securities Act of 1933, as amended, of 10,000,000 shares (the
"Shares") of the Company's Common Stock, without par value, to be
issued by the Company from time to time in connection with the
acquisition of other companies.
As General Counsel of the Company, I am familiar with the
corporate proceedings taken by the Company to authorize the
registration of the Shares. I also have participated in the
preparation of the Company's Registration Statement on Form S-4
with respect to the Shares (the "Registration Statement") and
have examined such other documents and such legal authorities as
I have deemed relevant for purposes of this opinion.
Based upon the foregoing, I am of the opinion that the Shares,
when issued in connection with transactions of the type described
in the Registration Statement, will be duly authorized, validly
issued and fully paid and nonassessable.
I consent to the reference to me under the caption "Legal
Matters" in the Prospectus relating to the Shares and
constituting a part of the Registration Statement and to the
filing of this opinion as an exhibit to such Registration
Statement.
Very Truly Yours,
Stewart S. Hudnut
