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):
April 18, 1997
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:
(847) 724-7500
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Item 5. Other Events
Attached as Exhibit 99 is a description of the capital
stock of Illinois Tool Works Inc.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
Exhibit Number Exhibit Description
99 Description of the capital stock
of Illinois Tool Works Inc.
SIGNATURES
Pursuant to the requirements of the Securities and 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 18th day of April 1997.
Illinois Tool Works Inc.
By:/s/ Michael W. Gregg
- ----------------------------------------------------------
Michael W. Gregg
Senior Vice President and Controller, Accounting
<PAGE>
Exhibit 99
ILLINOIS TOOL WORKS INC.
DESCRIPTION OF CAPITAL STOCK
General
As of April 18, 1997, 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, 1997,
there were 124,559,858 shares of Common Stock issued and
outstanding. The Board of Directors has approved, subject to
approval by the stockholders of ITW at the Annual Meeting of
Stockholders to be held on May 9, 1997, an increase in the number
of authorized shares of common stock to 350,000,000 and an increase
in the par value of the common stock to $.01 per share. 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 any 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.
<PAGE>
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 provisions that could render more difficult a
merger, tender offer, proxy contest or attempt to gain control of
the Board of Directors, or that could 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 that 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.
