As filed with the Securities and Exchange Commission on April 18, 1997
Registration No. 333-______
================================================================================
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
(State or other jurisdiction of incorporation or organization)
3548
(Primary Standard Industrial Classification Code Number)
36-1258310
(I.R.S. Employer Identification No.)
3600 West Lake Avenue
Glenview, Illinois 60025
(847) 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
Illinois Tool Works Inc.
3600 West Lake Avenue
Glenview, Illinois 60025
(847) 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 of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.
------------
<PAGE>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------
Title
each
class Proposed Proposed
of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
(1) (2) (2) (3)
- ------------------------------------------------------------------------
Common Stock,
without 5,000,000
par value shares $81.50 $407,500,000 $123,485
- ------------------------------------------------------------------------
(1) Together with an indeterminable number of additional securities in order to
adjust the number of securities available for issuance pursuant to this
Registration Statement as the result of a stock split, stock dividend or similar
transaction affecting the Common Stock, pursuant to 17 C.F.R. ss. 230.416.
(2) 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 average of the high and low prices of common stock
of Illinois Tool Works Inc. as reported by The Wall Street Journal as New York
Stock Exchange - Composite Transaction for April 14, 1997.
(3) In addition, pursuant to Rule 429 under the Securities Act of 1933, as
amended, 4,915,595 shares covered by Form S-4 Registration Statement No.
33-60013 are being carried forward. A registration fee of $170,905 was paid with
such Registration Statement.
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 the 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 included in this Registration Statement
also relates to shares registered on Form S-4
Registration Statement No. 33-60013.
<PAGE>
Subject to Completion Dated April 18, 1997
PROSPECTUS
9,915,595 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
9,915,595 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 and Chicago
Stock Exchanges under the symbol "ITW." On April 14, 1997, the closing sale
price for ITW Common Stock on the New York Stock Exchange was $82 3/8 per
share.
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 April
__, 1997.
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 the 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: Suite 1400, Citicorp 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 and such material may be accessed
electronically by means of the Commission s home page on the Internet at
http://www.sec.gov. 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, exhibits and schedules, 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 or in any document incorporated by reference 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 or an
incorporated document, 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.
<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 that 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.
<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 365 operations in 34
countries. ITW's business units are divided into three segments: Engineered
Components, Industrial Systems and Consumables, and Leasing and Investments.
Products in ITW's Engineered Components segment include short lead-time plastic
and metal components, fasteners and assemblies; industrial fluids and adhesives;
fastening tools; and welding products. Industrial Systems and Consumables'
products include longer lead-time systems and related consumables for consumer
and industrial packaging; marking, labeling and identification systems;
industrial spray coating equipment and systems; and quality assurance equipment
and systems. Leasing and Investments' activities consist of making opportunistic
investments that optimally utilize ITW's cash flow and provide high returns
with minimal risk.
The principal executive offices of ITW are located at
3600 West Lake Avenue, Glenview, Illinois 60025, (847)724-7500.
Information Incorporated by Reference
The following documents previously filed by ITW with the Commission
(File No. 1-4797) pursuant to the Exchange Act are incorporated by reference in
this Prospectus:
1. ITW's Annual Report on Form 10-K for the year ended
December 31, 1996.
2. Current Report on Form 8-K dated April 18, 1997, which includes the
description of ITW's capital stock.
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
that 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 that 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, (847) 724-7500.
<PAGE>
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
1,500 shares of ITW Common Stock and holds options to acquire an additional
35,000 shares of Common Stock.
<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., as amended, filed as
Exhibit 4(a) to the Company's Registration
Statement on Form S-8 (Registration No. 33-53517)
filed with the Securities and Exchange Commission
on May 6, 1994 and incorporated herein by
reference.
3(ii) By-Laws, of Illinois Tool Works Inc., as amended,
filed as Exhibit 4.3 to the Company's
Registration Statement on Form S-8 (Registration
Statement No. 333-17473) filed with the
Securities and Exchange Commission on December 9,
1996, and incorporated herein by reference.
5 Opinion of Stewart S. Hudnut, Senior Vice President,
General Counsel and Secretary regarding
the validity of the shares of Common Stock being
registered.
10 Illinois Tool Works Inc. 1996 Stock Incentive Plan,
as amended.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Stewart S. Hudnut (included in Exhibit 5).
24 Powers of Attorney of directors of the Company.
<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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering price
set forth in the effective 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) That, 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.
(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.
<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 April 18, 1997.
ILLINOIS TOOL WORKS INC.
By: /s/ W. James Farrell
- -----------------------------------------------
Director, Chairman and Chief Executive
Officer
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 April 18, 1997.
Signature Title
/s/ Michael W. Gregg
--------------------------------------------- Senior Vice President and
Michael W. Gregg Controller, Accounting
Principal Accounting and
Financial Officer)
*
--------------------------------------------- Director
Julius W. Becton, Jr.
*
--------------------------------------------- Director
Michael J. Birck
*
--------------------------------------------- Director
Marvin D. Brailsford
*
--------------------------------------------- Director
Susan Crown
*
--------------------------------------------- Director
H. Richard Crowther
*
--------------------------------------------- Chairman and Chief
W. James Farrell Executive Officer;
Director
*
--------------------------------------------- Director
L. Richard Flury
*
--------------------------------------------- Director
Richard M. Jones
*
--------------------------------------------- Director
George D. Kennedy
*
--------------------------------------------- Director
Richard H. Leet
*
--------------------------------------------- Director
Robert C. McCormack
*
--------------------------------------------- Director
Phillip B. Rooney
*
--------------------------------------------- Director
Harold B. Smith
*
--------------------------------------------- Director
Ormand J. Wade
*By: /s/ W. James Farrrell
--------------------------------------------
(W. James Farrell as Attorney-in-Fact)
<PAGE>
Exhibit
Number Description of Exhibits
3(i) Restated Certificate of Incorporation, of Illinois Tool
Works Inc., as amended, filed as Exhibit 4(a) to the
Company's Registration Statement on Form S-8 (Registration
No. 33-53517) filed with the Securities and Exchange
Commission on May 6, 1994 and incorporated herein by
reference.
3(ii) By-Laws, of Illinois Tool Works Inc., as amended, filed as
Exhibit 4.3 to the Company's Registration Statement on
Form S-8 (Registration Statement No. 333-17473) filed with
the Securities and Exchange Commission on December 9,
1996, and incorporated herein by reference.
5 Opinion of Stewart S. Hudnut, Senior Vice President,
General Counsel and Secretary regarding the
validity of the shares of Common Stock being registered.
10 Illinois Tool Works Inc. 1996 Stock Incentive Plan,
as amended.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Stewart S. Hudnut (included in Exhibit 5).
24 Powers of Attorney of directors of the Company.
<PAGE>
Exhibit 5
April 18, 1997
Illinois Tool Works Inc.
3600 West Lake Avenue
Glenview, Illinois 60025
5,000,000 Shares of Common Stock,
without par value
-------------------------------------------
Dear Sir/Madam:
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 5,000,000 shares (the "Shares") of the Company's Common Stock, currently
without par value, which may be issued by the Company from time to time in the
future 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,
/s/ Stewart S. Hudnut
- -----------------------------------------------------
Stewart S. Hudnut
Dated: April 4, 1997
Exhibit 10
Illinois Tool Works Inc.
1996 Stock Incentive Plan
Adopted by the Board of Directors on February 16, 1996
and by the Stockholders on May 3, 1996
<PAGE>
-i-
TABLE OF CONTENTS
Section 1. Purpose.....................................................1
Section 2. Definitions.................................................1
Section 3. Administration..............................................3
Section 4. Common Stock Subject to Plan................................3
Section 5. Options..................... ...............................3
Section 6. Stock Awards................. ..............................4
Section 7. Performance Units............. .............................5
Section 8. Stock Appreciation Rights...... ............................5
Section 9. Termination of Employment....... ...........................6
Section 10. Adjustment Provisions.......................................7
Section 11. Term........................................................7
Section 12. Corporate Change................. ..........................7
Section 13. General Provisions..........................................7
Section 14. Amendment or Discontinuance of the Plan.....................8
<PAGE>
-9-
Illinois Tool Works Inc.
1996 Stock Incentive Plan
Section 1. Purpose
The purpose of the Plan is to encourage Key Employees to have a greater
financial investment in the Company through ownership of its Common Stock. The
Plan is an amendment and restatement of the 1979 Stock Incentive Plan (the "1979
Plan"). The terms of the Plan will apply to all outstanding Incentives granted
under the 1979 Plan, including those pertaining to a Corporate Change and
termination of employment as described below. No additional Incentives will be
granted under the 1979 Plan.
Section 2. Definitions
Board: The Board of Directors of the Company.
Code: The Internal Revenue Code of 1986, as amended.
Committee: The Compensation Committee of the Board or such other
committee as shall be appointed by the Board to administer the Plan pursuant to
Section 3.
Common Stock: The Common Stock, without par value, of the Company or
such other class of shares or other securities as may be applicable pursuant to
the provisions of Section 10.
Company: Illinois Tool Works Inc., a Delaware corporation, and any
successor thereto.
Corporate Change: Any of the following: (i) the dissolution of the
Company; (ii) the merger, consolidation, or reorganization of the Company with
any other corporation after which the holders of Common Stock immediately prior
to the effective date thereof hold less than 70% of the outstanding common stock
of the surviving or resulting entity; (iii) the sale of all or substantially all
of the assets of the Company to any person or entity other than a wholly owned
subsidiary; (iv) any person or group of persons acting in concert, other than
descendants of Byron L. Smith and trusts for the benefit of such descendants, or
entity becomes the beneficial owner, directly or indirectly, of more than 30% of
the outstanding Common Stock; or (v) the individuals who, as of the close of the
most recent annual meeting of the Company's stockholders, are members of the
Board (the "Existing Directors") cease for any reason to constitute more than
50% of the Board; provided, however, that if the election, or nomination for
election, by the Company's stockholders of any new director was approved by a
vote of at least 50% of the Existing Directors, such new director shall be
considered an Existing Director; provided further, however, that no individual
shall be considered an Existing Director if such individual initially assumed
office as a result of either an actual or threatened "Election Contest" (as
described in Rule 14a-11 under the Securities Exchange Act of 1934) or other
actual or threatened solicitation of proxies by or on behalf of anyone other
than the Board (a "Proxy Contest"), including by reason of any agreement
intended to avoid or settle any Election Contest or Proxy Contest.
Covered Employee: A Key Employee who is or is expected to be a "covered
employee" within the meaning of Code Section 162(m) and the related regulations
for the year in which an Incentive is taxable to such employee and for whom the
Committee intends that such Incentive qualify as performance-based compensation
under Code Section 162(m).
Disability: Eligible for Social Security disability benefits or
disability benefits under the Company's long-term disability plan, based upon a
determination by the Committee that the condition arose prior to termination of
employment.
Fair Market Value: The average of the highest and lowest price at which
Common Stock was traded on the relevant date, as reported in the "NYSE-Composite
Transactions" section of the Midwest Edition of The Wall Street Journal, or, if
no sales of Common Stock were reported for that date, on the most recent
preceding date on which Common Stock was traded.
Incentive Stock Option: As defined in Code Section 422.
Incentives: Options (including Incentive Stock Options), Stock
Awards, Performance Units and Stock Appreciation Rights.
Key Employee: An employee of the Company approved by the Committee
for participation in the Plan on the basis of his or her ability to contribute
significantly to the growth and profitability of the Company.
Option: An option to purchase shares of Common Stock granted to a Key
Employee pursuant to Section 5.
Performance Unit: A unit representing a cash sum or one or more
shares of Common Stock that is granted to a Key Employee pursuant to Section 7.
Plan: The Illinois Tool Works Inc. 1996 Stock Incentive Plan, as
amended from time to time.
Restricted Shares: Shares of Common Stock issued subject to
restrictions pursuant to Section 6(b).
Retirement: Termination of employment while eligible for
retirement as defined by the Company's tax-qualified defined benefit
retirement plan.
Stock Appreciation Right or Right: An award granted to a Key Employee
pursuant to Section 8.
Stock Award: An award of Common Stock granted to a Key Employee
pursuant to Section 6.
Stock Ownership Guidelines: The stock ownership guidelines
adopted by the Board, as amended from time to time.
Section 3. Administration
(a) Committee. The Plan shall be administered by the Committee. To the
extent required to comply with Rule 16b-3 under the Securities Exchange Act of
1934, each member of the Committee shall qualify as a "non-employee director" as
defined therein. To the extent required to comply with Code Section 162(m) and
the related regulations, each member of the Committee shall qualify as an
"outside director" as defined therein.
(b) Authority of the Committee. The Committee shall have the authority
to approve Key Employees for participation; to construe and interpret the Plan;
to establish, amend or waive rules and regulations for its administration; and
to accelerate the exercisability of any Incentive or the termination of any
restriction under any Incentive. Incentives may be subject to such provisions as
the Committee shall deem advisable, and may be amended by the Committee from
time to time; provided that no such amendment may adversely affect the rights of
the holder of an Incentive without such holder's consent, and no amendment, as
it applies to any Covered Employee, shall be made that would cause an Incentive
granted to such Covered Employee to fail to satisfy the performance-based
compensation exemption under Code Section 162(m) and the related regulations.
Section 4. Common Stock Subject to Plan
Subject to Section 10, the aggregate shares of Common Stock that may be
issued under the Plan, including Common Stock authorized but not issued or
reserved for issuance under the 1979 Plan, shall not exceed 10,000,000. In the
event of a lapse, expiration, termination, forfeiture or cancellation of any
Incentive granted under the Plan or the 1979 Plan without the issuance of shares
or payment of cash, the Common Stock subject to or reserved for such Incentive
may be used again for a new Incentive hereunder; provided that in no event may
the number of shares of Common Stock issued hereunder exceed the total number of
shares reserved for issuance. Any shares of Common Stock withheld or surrendered
to pay withholding taxes pursuant to Section 13(e) or withheld or surrendered in
full or partial payment of the exercise price of an Option pursuant to Section
5(e) shall be added to the aggregate shares of Common Stock available for
issuance.
Section 5. Options
(a) Price. The exercise price per share of an Option shall be
not less than the Fair Market Value on the grant date.
(b) Limitations. The exercise price of Incentive Stock Options
exercisable for the first time by a Key Employee during any calendar year shall
not exceed $100,000. Options for more than 500,000 shares of Common Stock may
not be granted in any calendar year to any Key Employee. No Incentive Stock
Options may be granted after April 30, 2006.
(c) Required Period of Employment. The Committee may condition
the exercisability of any Option on the completion of a minimum period of
employment.
(d) Duration. Each Option shall expire at such time as the Committee
may determine at the time of grant, provided that Incentive Stock Options must
expire not later than ten years from the grant date.
(e) Payment. The exercise price of an Option shall be paid in full at
the time of exercise in cash, through the surrender or withholding of Common
Stock having a value equal to the exercise price, or by a combination of the
foregoing.
(f) Grant of Restorative Options. The Committee shall grant to any Key
Employee a restorative Option to purchase additional shares of Common Stock
equal to the number of shares delivered by the Key Employee in payment of the
exercise price of an Option. The terms of a restorative Option shall be
identical to the terms of the exercised Option, except that the exercise price
shall be not less than the Fair Market Value on the grant date of the
restorative Option.
Section 6. Stock Awards
(a) Grant of Stock Awards. Stock Awards may be made on terms and
conditions fixed by the Committee. Stock Awards may be in the form of Restricted
Shares authorized pursuant to Section 6(b). Officers who are covered by the
Stock Ownership Guidelines may elect to receive up to 50% of their Executive
Incentive Plan awards in shares of Common Stock. The recipient of Common Stock
pursuant to a Stock Award shall be a stockholder of the Company with respect
thereto, fully entitled to receive dividends, vote and exercise all other rights
of a stockholder except to the extent otherwise provided in the Stock Award.
Stock Awards (including Restricted Share awards) for more than 500,000 shares of
Common Stock may not be granted in any calendar year to any Key Employee.
(b) Restricted Shares. Restricted Shares may not be sold by the holder,
or subject to execution, attachment or similar process, until the lapse of the
applicable restriction period or satisfaction of other conditions specified by
the Committee. If the Committee intends the Restricted Shares granted to any
Covered Employee to satisfy the performance-based compensation exemption under
Code Section 162(m) ("Qualifying Restricted Shares"), the extent to which the
Qualifying Restricted Shares will vest shall be based on the attainment of
performance goals established in writing prior to commencement of the
performance period by the Committee from the list in Section 7(a). The level of
attainment of such performance goals and the corresponding number of vested
Qualifying Restricted Shares shall be certified by the Committee in writing
pursuant to Code Section 162(m) and the related regulations.
Section 7. Performance Units
(a) Value of Performance Units. Prior to the commencement of the
performance period, the Committee shall establish in writing an initial target
value or number of shares of Common Stock for the Performance Units to be
granted to a Key Employee, the duration of the performance period, and the
specific performance goals to be attained, including performance levels at which
various percentages of Performance Units will be earned and, for Covered
Employees, the minimum level of attainment to be met to earn any portion of the
Performance Units. If the Committee intends the Performance Units granted to any
Covered Employee to satisfy the performance-based compensation exemption under
Code Section 162(m) ("Qualifying Performance Units"), the performance goals
shall be based on one or more of the following objective criteria: generation of
free cash, earnings per share, revenues, market share, stock price, cash flow,
retained earnings, results of customer satisfaction surveys, aggregate product
price and other product price measures, safety record, acquisition activity,
management succession planning, improved asset management, improved gross
margins, increased inventory turns, product development and liability, research
and development integration, proprietary protections, legal effectiveness,
handling SEC or environmental issues, manufacturing efficiencies, system review
and improvement, service reliability and cost management, operating expense
ratios, total stockholder return, return on sales, return on equity, return on
capital, return on assets, return on investment, net income, operating income,
and the attainment of one or more performance goals relative to the performance
of other corporations.
(b) Payment of Performance Units. After the end of a performance
period, the Committee shall certify in writing the extent to which performance
goals have been met and shall compute the payout to be received by each Key
Employee. With respect to Qualifying Performance Units, for any calendar year,
the maximum amount payable in cash to any Covered Employee shall be $5,000,000,
and the aggregate shares of Common Stock that may be issued to any Covered
Employee is 500,000. The Committee may not adjust upward the amount payable to
any Covered Employee with respect to Qualifying Performance Units.
Section 8. Stock Appreciation Rights
(a) Grant of Stock Appreciation Rights. Stock Appreciation Rights may
be granted in connection with an Option (at the time of the grant or at any time
thereafter) or may be granted independently. Stock Appreciation Rights for more
than 500,000 shares of Common Stock may not be granted to any Key Employee in
any calendar year.
(b) Value of Stock Appreciation Rights. The holder of a Stock
Appreciation Right granted in connection with an Option, upon surrender of that
Option, will receive cash or shares of Common Stock equal in value to the lesser
of (i) the excess of the Fair Market Value on the exercise date over the
Option's exercise price or (ii) the exercise price of the Option that is
surrendered, multiplied by the number of shares covered by such Option. The
holder of a Stock Appreciation Right granted independently of an Option, upon
exercise of that Right, will receive cash or shares of Common Stock equal in
value to the lesser of (i) the excess of the Fair Market Value on the exercise
date over the Fair Market Value on the grant date or (ii) the Fair Market Value
on the grant date, multiplied by the number of shares covered by such Right.
Section 9. Termination of Employment
(a) Forfeiture of Incentives Upon Termination of Employment. Except as
may be determined otherwise by the Committee, all unvested Options, Rights and
Stock Awards and all unpaid Performance Units shall be forfeited upon
termination of employment for reasons other than Retirement, Disability or
death.
(b) Vesting Upon Retirement, Disability or Death. Subject to Section
13(g), upon termination of employment by reason of Retirement, Disability or
death, all unvested Options, Rights and Stock Awards shall become fully vested
and any Performance Units shall become payable to the extent provided in Section
9(c)(ii).
(c) Treatment of Incentives Following Termination.
(i) Options and Stock Appreciation Rights.
(A) Termination Due to Retirement, Disability or Death. Upon
termination of employment by reason of Retirement or
Disability, Options shall be exercisable not later than the
earlier of five years after the termination date or the
expiration of the term of the Options. Options held by a Key
Employee who dies while employed by the Company or after
terminating by reason of Retirement or Disability shall be
exercisable by the Key Employee's estate not later than the
earliest of two years after the date of death, five years
after the date of termination due to Retirement or Disability,
or the expiration of the term of the Options.
(B) Termination for Other Reasons. Upon termination of
employment for any reason other than Retirement, Disability or
death, all unvested Options shall be forfeited as provided in
Section 9(a) and any Options vested prior to such termination
may be exercised by a Key Employee during the three-month
period commencing on the date of termination, but not later
than the expiration of the term of the Options. If a Key
Employee dies during such post-employment period, such Key
Employee's estate may exercise the Options (to the extent such
Options were vested and exercisable at the date of termination
of employment), but not later than the earlier of two years
after the date of death or the expiration of the term of the
Options.
(C) Stock Appreciation Rights. Sections 9(c)(i)(A)
and (B) shall apply in the same manner to Stock
Appreciation Rights.
(ii) Performance Units. If a Key Employee terminates
employment by reason of Retirement, Disability or death, the Key
Employee or such Key Employee's estate in the event of death shall
receive a prorated payment of the Key Employee's Performance Units
based on the number of full months of service completed by the Key
Employee during the applicable performance period, adjusted based on
the achievement of performance goals during the performance period.
Payment shall be made at the time payments would have been made had the
Key Employee not terminated by reason of Retirement, Disability or
death.
Section 10. Adjustment Provisions
In the event of a stock split, stock dividend, recapitalization,
reclassification or combination of shares, merger, sale of assets or similar
event, the Committee shall adjust equitably (a) the number and class of shares
or other securities that are reserved for issuance under the Plan, (b) the
number and class of shares or other securities that have not been issued under
outstanding Incentives, and (c) the appropriate Fair Market Value and other
price determinations applicable to Incentives.
Section 11. Term
The Plan shall be deemed adopted and shall become effective on the date
it is approved by the stockholders of the Company and shall continue until
terminated by the Board or no Common Stock remains available for issuance under
Section 4, whichever occurs first.
Section 12. Corporate Change
In the event of a Corporate Change, all Incentives shall vest in each
Key Employee, and the maximum value of each Key Employee's Performance Units,
prorated for the number of full months of service completed by the Key Employee
during the applicable performance period, shall immediately be paid in cash to
the Key Employee.
Section 13. General Provisions
(a) Employment. Nothing in the Plan or in any related instrument shall
confer upon any employee any right to continue in the employ of the Company or
shall affect the right of the Company to terminate the employment of any
employee with or without cause.
(b) Legality of Issuance of Shares. No Common Stock shall be issued
pursuant to an Incentive unless and until all legal requirements applicable to
such issuance have been satisfied.
(c) Ownership of Common Stock Allocated to Plan. No employee
(individually or as a member of a group), and no beneficiary or other person
claiming under or through such employee, shall have any right, title or interest
in or to any Common Stock allocated or reserved for purposes of the Plan or
subject to any Incentive except as to shares of Common Stock, if any, as shall
have been issued to such employee.
(d) Governing Law. The Plan, and all agreements hereunder,
shall be construed in accordance with and governed by the laws of the State of
Illinois.
(e) Withholding of Taxes. The Company may withhold, or allow an
Incentive holder to remit to the Company, any Federal, state or local taxes
applicable to any grant, exercise, vesting, distribution or other event giving
rise to income tax liability with respect to an Incentive. An Incentive holder
may elect to surrender previously acquired Common Stock or to have the Company
withhold Common Stock that would otherwise have been issued pursuant to the
exercise of an Option or in connection with any other Incentive, the number of
shares of such withheld or surrendered Common Stock to be sufficient to satisfy
all or a portion of the income tax liability that arises upon the exercise,
vesting, distribution or other event giving rise to income tax liability with
respect to an Incentive.
(f) Non-transferability; Exceptions. Except as provided in this Section
13(f), no Incentive may be assigned or subjected to any encumbrance, pledge or
charge of any nature. Under such rules and procedures as the Committee may
establish, the holder of an Incentive may transfer such Incentive to members of
the holder's immediate family (i.e., children, grandchildren and spouse) or to
one or more trusts for the benefit of such family members or to partnerships in
which such family members are the only partners, provided that (i) the
agreement, if any, with respect to such Incentives, expressly so permits or is
amended to so permit, (ii) the holder does not receive any consideration for
such transfer, and (iii) the holder provides such documentation or information
concerning any such transfer or transferee as the Committee may reasonably
request. Any Incentives held by any transferees shall be subject to the same
terms and conditions that applied immediately prior to their transfer. The
Committee may also amend the agreements applicable to any outstanding Incentives
to permit such transfers. Any Incentive not granted pursuant to any agreement
expressly permitting its transfer or amended expressly to permit its transfer
shall not be transferable. Such transfer rights shall in no event apply to any
Incentive Stock Option.
(g) Forfeiture of Incentives. Except for an Incentive that becomes
vested pursuant to Section 12, the Committee may immediately forfeit an
Incentive, whether vested or unvested, if the holder competes with the Company
or engages in conduct that, in the opinion of the Committee, adversely affects
the Company.
Section 14. Amendment or Discontinuance of the Plan
(a) Amendment or Discontinuance. The Plan may be amended or
discontinued by the Board from time to time, provided that without the approval
of stockholders, no amendment shall be made which (i) amends Section 4 to
increase the aggregate Common Stock that may be issued pursuant to Incentives,
(ii) amends the provisions of Section 12, (iii) permits any person who is not a
Key Employee to be granted an Incentive, (iv) permits Common Stock to be valued
at, or permits the exercise price of Options at the grant date, to be less than
Fair Market Value, (v) amends the provisions of Section 8 to change the method
of establishing the amount the Company shall distribute upon exercise of a Stock
Appreciation Right, (vi) amends the provisions of Section 7(b) to increase the
value which may be specified for Performance Units or amends any other provision
of the Plan, the amendment of which would require stockholder approval in order
to continue to satisfy the performance-based compensation exemption under Code
Section 162(m) and the related regulations with respect to any Incentive awarded
to any Covered Employee, (vii) changes the maximum number of shares of Common
Stock that may be awarded to any employee in any year pursuant to Options, Stock
Awards or Stock Appreciation Rights, or (viii) amends this Section 14.
(b) Effect of Amendment or Discontinuance on Incentives. No amendment
or discontinuance of the Plan by the Board or the stockholders of the Company
shall adversely affect any Incentive theretofore granted without the consent of
the holder.
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 28, 1997, included and incorporated by reference in Illinois Tool Works
Inc.'s Form 10-K for the year ended December 31, 1996, and to all references to
our Firm included in this registration statement.
Arthur Andersen LLP
Chicago, Illinois
April 18, 1997
Exhibit 24
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints W. James Farrell,
Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true
and lawful attorneys-in-fact, each with full power and authority (acting alone
and without the others), for the purpose of executing, in the name and on behalf
of the undersigned as a director of Illinois Tool Works Inc., a Delaware
corporation (the "Company"), a registration statement on Form S-4 for the
registration under the Securities Act of 1933, as amended, of the Company's
common stock and any and all amendments to such registration statement, and to
deliver on behalf of the undersigned such registration statement and any and all
amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
/s/ Julius W. Becton, Jr.
- -----------------------------------------------------
Julius W. Becton, Jr.
Dated: August 2, 1996
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints W. James Farrell,
Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true
and lawful attorneys-in-fact, each with full power and authority (acting alone
and without the others), for the purpose of executing, in the name and on behalf
of the undersigned as a director of Illinois Tool Works Inc., a Delaware
corporation (the "Company"), a registration statement on Form S-4 for the
registration under the Securities Act of 1933, as amended, of the Company's
common stock and any and all amendments to such registration statement, and to
deliver on behalf of the undersigned such registration statement and any and all
amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
/s/ Michael J. Birck
- -----------------------------------------------------
Michael J. Birck
Dated: August 2, 1996
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints W. James Farrell,
Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true
and lawful attorneys-in-fact, each with full power and authority (acting alone
and without the others), for the purpose of executing, in the name and on behalf
of the undersigned as a director of Illinois Tool Works Inc., a Delaware
corporation (the "Company"), a registration statement on Form S-4 for the
registration under the Securities Act of 1933, as amended, of the Company's
common stock and any and all amendments to such registration statement, and to
deliver on behalf of the undersigned such registration statement and any and all
amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
/s/ Marvin D. Brailsford
- -----------------------------------------------------
Marvin D. Brailsford
Dated: February 14, 1997
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints W. James Farrell,
Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true
and lawful attorneys-in-fact, each with full power and authority (acting alone
and without the others), for the purpose of executing, in the name and on behalf
of the undersigned as a director of Illinois Tool Works Inc., a Delaware
corporation (the "Company"), a registration statement on Form S-4 for the
registration under the Securities Act of 1933, as amended, of the Company's
common stock and any and all amendments to such registration statement, and to
deliver on behalf of the undersigned such registration statement and any and all
amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
/s/ Susan Crown
- -----------------------------------------------------
Susan Crown
Dated: August 2, 1996
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints W. James Farrell,
Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true
and lawful attorneys-in-fact, each with full power and authority (acting alone
and without the others), for the purpose of executing, in the name and on behalf
of the undersigned as a director of Illinois Tool Works Inc., a Delaware
corporation (the "Company"), a registration statement on Form S-4 for the
registration under the Securities Act of 1933, as amended, of the Company's
common stock and any and all amendments to such registration statement, and to
deliver on behalf of the undersigned such registration statement and any and all
amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
/s/ H. Richard Crowther
- -----------------------------------------------------
H. Richard Crowther
Dated: August 2, 1996
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints W. James Farrell,
Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true
and lawful attorneys-in-fact, each with full power and authority (acting alone
and without the others), for the purpose of executing, in the name and on behalf
of the undersigned as a director of Illinois Tool Works Inc., a Delaware
corporation (the "Company"), a registration statement on Form S-4 for the
registration under the Securities Act of 1933, as amended, of the Company's
common stock and any and all amendments to such registration statement, and to
deliver on behalf of the undersigned such registration statement and any and all
amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
/s/ W. James Farrell
- -----------------------------------------------------
W. James Farrell
Dated: August 2, 1996
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints W. James Farrell,
Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true
and lawful attorneys-in-fact, each with full power and authority (acting alone
and without the others), for the purpose of executing, in the name and on behalf
of the undersigned as a director of Illinois Tool Works Inc., a Delaware
corporation (the "Company"), a registration statement on Form S-4 for the
registration under the Securities Act of 1933, as amended, of the Company's
common stock and any and all amendments to such registration statement, and to
deliver on behalf of the undersigned such registration statement and any and all
amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
/s/ L. Richard Flury
- -----------------------------------------------------
L. Richard Flury
Dated: August 2, 1996
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints W. James Farrell,
Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true
and lawful attorneys-in-fact, each with full power and authority (acting alone
and without the others), for the purpose of executing, in the name and on behalf
of the undersigned as a director of Illinois Tool Works Inc., a Delaware
corporation (the "Company"), a registration statement on Form S-4 for the
registration under the Securities Act of 1933, as amended, of the Company's
common stock and any and all amendments to such registration statement, and to
deliver on behalf of the undersigned such registration statement and any and all
amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
/s/ Richard M. Jones
- -----------------------------------------------------
Richard M. Jones
Dated: August 2, 1996
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints W. James Farrell,
Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true
and lawful attorneys-in-fact, each with full power and authority (acting alone
and without the others), for the purpose of executing, in the name and on behalf
of the undersigned as a director of Illinois Tool Works Inc., a Delaware
corporation (the "Company"), a registration statement on Form S-4 for the
registration under the Securities Act of 1933, as amended, of the Company's
common stock and any and all amendments to such registration statement, and to
deliver on behalf of the undersigned such registration statement and any and all
amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
/s/ George D. Kennedy
- -----------------------------------------------------
George D. Kennedy
Dated: August 2, 1996
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints W. James Farrell,
Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true
and lawful attorneys-in-fact, each with full power and authority (acting alone
and without the others), for the purpose of executing, in the name and on behalf
of the undersigned as a director of Illinois Tool Works Inc., a Delaware
corporation (the "Company"), a registration statement on Form S-4 for the
registration under the Securities Act of 1933, as amended, of the Company's
common stock and any and all amendments to such registration statement, and to
deliver on behalf of the undersigned such registration statement and any and all
amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
/s/ Richard H. Leet
- -----------------------------------------------------
Richard H. Leet
Dated: August 2, 1996
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints W. James Farrell,
Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true
and lawful attorneys-in-fact, each with full power and authority (acting alone
and without the others), for the purpose of executing, in the name and on behalf
of the undersigned as a director of Illinois Tool Works Inc., a Delaware
corporation (the "Company"), a registration statement on Form S-4 for the
registration under the Securities Act of 1933, as amended, of the Company's
common stock and any and all amendments to such registration statement, and to
deliver on behalf of the undersigned such registration statement and any and all
amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
/s/ Robert C. McCormack
- -----------------------------------------------------
Robert C. McCormack
Dated: August 2, 1996
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints W. James Farrell,
Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true
and lawful attorneys-in-fact, each with full power and authority (acting alone
and without the others), for the purpose of executing, in the name and on behalf
of the undersigned as a director of Illinois Tool Works Inc., a Delaware
corporation (the "Company"), a registration statement on Form S-4 for the
registration under the Securities Act of 1933, as amended, of the Company's
common stock and any and all amendments to such registration statement, and to
deliver on behalf of the undersigned such registration statement and any and all
amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
/s/ Phillip B. Rooney
- -----------------------------------------------------
Phillip B. Rooney
Dated: August 2, 1996
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints W. James Farrell,
Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true
and lawful attorneys-in-fact, each with full power and authority (acting alone
and without the others), for the purpose of executing, in the name and on behalf
of the undersigned as a director of Illinois Tool Works Inc., a Delaware
corporation (the "Company"), a registration statement on Form S-4 for the
registration under the Securities Act of 1933, as amended, of the Company's
common stock and any and all amendments to such registration statement, and to
deliver on behalf of the undersigned such registration statement and any and all
amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
/s/ Harold B. Smith
- -----------------------------------------------------
Harold B. Smith
Dated: August 2, 1996
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints W. James Farrell,
Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true
and lawful attorneys-in-fact, each with full power and authority (acting alone
and without the others), for the purpose of executing, in the name and on behalf
of the undersigned as a director of Illinois Tool Works Inc., a Delaware
corporation (the "Company"), a registration statement on Form S-4 for the
registration under the Securities Act of 1933, as amended, of the Company's
common stock and any and all amendments to such registration statement, and to
deliver on behalf of the undersigned such registration statement and any and all
amendments thereto, as each thereof is so executed, for filing with the
Securities and Exchange Commission. The undersigned hereby grants unto such
attorneys-in-fact, and any of them, full power of substitution and revocation in
the premises, and hereby ratifies and confirms all that such attorneys-in-fact,
or any of them, may do or cause to be done by virtue of these presents.
/s/ Ormand J. Wade
- -----------------------------------------------------
Ormand J. Wade
Dated: August 2, 1996
