Rule 424 (b) (3)
Registration No. 33-60013
333-25471
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 Stock
Exchange and Chicago Stock Exchange under the symbol "ITW." On
April 28, 1997, the closing sale price for ITW Common Stock on the
New York Stock Exchange was $89 7/8 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 29, 1997.
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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.
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
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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.
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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.
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.
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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.
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