As filed with the Securities and Exchange Commission on July 30, 1996
Registration No. 333-02671
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4 - POS
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ILLINOIS TOOL WORKS INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
3089
(Primary Standard Industrial Classification Code Number)
36-1258310
(IRS Employer Identification No.)
3600 West Lake Avenue
Glenview, Illinois 60025-5811
(847) 724-7500
(Address, including Zip Code, and telephone number, including area code,
of registrant's principal executive offices)
STEWART S. HUDNUT, ESQ.
Illinois Tool Works Inc.
3600 West Lake Avenue
Glenview, Illinois 60025-5811
(847) 724-7500
(Name, address, including Zip Code, and telephone number, including area
code, of agent for service)
Copies to:
CHARLES J. McCARTHY, ESQ. JOSEPH D. MASTERSON, ESQ.
Jenner & Block Quarles & Brady
One IBM Plaza 411 East Wisconsin Avenue
Chicago, Illinois 60611 Milwaukee, Wisconsin 53202
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An aggregate of 1,230,175 shares of common stock, without par value ("Common
Stock"), of Illinois Tool Works Inc., a Delaware corporation ("ITW"), were
initially registered under the Securities Act of 1933, as amended, pursuant
to a Registration Statement on Form S-4 dated April 19, 1996, in connection
with that certain Agreement and Plan of Merger (the "Merger Agreement") dated
January 8, 1996 among ITW, ITW ACQ. Inc., a Wisconsin corporation and a
wholly-owned subsidiary of ITW ("Newco"), and Medalist Ind ustries, Inc.,
a Wisconsin corporation ("Medalist").
On May 30, 1996, pursuant to the Merger Agreement: (i) Newco was merged (the
"Merger") into Medalist which became a wholly-owned subsidiary of ITW; (ii)
each issued and outstanding share of common stock, par value $1.00 per share,
of Medalist was converted into the right to receive 0.2143 of a share of ITW
Common Stock; and (iii) certain shares of ITW Common Stock were issued in
connection with the cancellation of options for shares of Medalist common
stock. Simultaneously with the Merger becoming effective, the Medalist 7 1/2%
Convertible Subordinated Debentures (the "Medalist Debentures") became
convertible into ITW Common Stock at the option of the debenture holders.
However, the Medalist Debentures were redeemed on July 1, 1996 without any
of the Medalist Debentures being converted into ITW Common Stock. Therefore,
as a result of the transactions contemplated by the Merger Agreement, an
aggregate of 853,176 shares of ITW Common Stock are issuable.
In accordance with Item 22 in Part II of the Registration Statement on
Form S-4 relating to certain undertakings, this Post-Effective Amendment No.1
is being filed by ITW for the purpose of reducing, and does hereby reduce, the
amount of shares of ITW Common Stock registered to 853,176 shares of ITW Common
Stock, and does hereby remove from registration 376,999 shares of ITW Common
Stock.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Post-Effective Amendment No.1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Glenview, State of Illinois on the 30th day of July, 1996.
ILLINOIS TOOL WORKS, INC.
By: /s/ W. James Farrell
-------------------------------------
W. James Farrell
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No.1 to the Registration Statement has been signed
by the following persons on behalf of the registrant and in the capacities
indicated on the 30th day of July, 1996.
/s/ Michael W. Gregg Senior Vice President and Controller,
- ---------------------------------- Accounting (Principal Accounting
Michael W. Gregg and Financial Officer)
Julius W. Becton, Jr.*
Silas S. Cathcart* Director
Susan Crown* Director
W. Richard Crowther* Director
W. James Farrell* Director
L. Richard Flury* Director
Richard M. Jones* Director
George D. Kennedy* Director
Richard H. Leet* Director
Robert C. McCormack* Director
John D. Nichols* Director
Phillip B. Rooney* Director
Harold B. Smith* Director
Ormand J. Wade* Director
Calvin A.H. Waller* Director
By: /s/ W. James Farrell
--------------------------------
W. James Farrell, as an Individual
and as Attorney-in-Fact
* Original powers of attorney authorizing W. James Farrell to sign any
amendment to the Registration Statement on Form S-4 on behalf of the
above-named directors of the Registrant were included in Part II of the
Registration Statement on Form S-4 as originally filed with the Securities and
Exchange Commission.
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