As Filed with the Securities and Exchange Commission on December 28, 1999
Registration No. 333-88801
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
Registration Statement under the Securities Act of 1933
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Illinois Tool Works Inc.
(Exact name of Registrant as specified in its charter)
Delaware 36-1258310
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Premark International, Inc. 1994 Incentive Plan
Premark International, Inc. Director Stock Plan
(Full Title of the Plans)
Stewart S. Hudnut
Senior Vice President, General Counsel and Secretary
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)
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<TABLE>
<CAPTION>
Calculation of Registration Fee
===========================================================================================================
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered registered share price registration fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 8,239,306 (2) (2) (2)
$0.01 per share (1)..... Shares
===========================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended, this Registration Statement also registers such
indeterminate number of additional shares as may be issuable under
the Plans in connection with share splits, share dividends or
similar transactions.
(2) Not applicable. All filing fees payable in connection with the
registration of these securities were paid in connection with the
filing with the Securities and Exchange Commission of (a) the
preliminary proxy materials on Schedule 14A of Illinois Tool Works
Inc. and Premark International, Inc. on October 1, 1999 and (b)
the Registration Statement on Form S-4 of Illinois Tool Works Inc.
(File No. 333-88801) on October 12, 1999.
<PAGE>
INTRODUCTORY STATEMENT
Illinois Tool Works hereby amends the S-4 by filing this
Post-Effective Amendment No. 1 on Form S-8 relating to up to 8,239,306 shares
of Illinois Tool Works common stock, par value $0.01 per share, issuable by
Illinois Tool Works pursuant to the Premark International, Inc. 1994
Incentive Plan and the Premark International, Inc. Director Stock Plan
(collectively, the "Plans"). All such shares of Illinois Tool Works common
stock were originally registered pursuant to the S-4.
On November 23, 1999, CS Merger Sub Inc., a Delaware corporation
and a wholly owned subsidiary of Illinois Tool Works, was merged with and
into Premark pursuant to the Agreement and Plan of Merger dated as of
September 9, 1999 among Premark, Illinois Tool Works and CS Merger Sub.
Pursuant to the merger agreement, when the merger was completed, among
other things, each share of Premark common stock issued and outstanding at
the effective time of the merger was converted into .8081 shares of
Illinois Took Works common stock.
Pursuant to the merger, the outstanding stock options and
restricted stock granted under the Plans will no longer be exercisable for
Premark common stock but, instead, will be exercisable for Illinois Tool
Works common stock.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Illinois Tool Works
with the Commission pursuant to the Securities Exchange Act of 1934, as
amended, (the "Exchange Act") are incorporated herein by reference:
(a) Illinois Tool Works' Annual Report on Form 10-K for the fiscal
year ended December 31, 1998;
(b) Illinois Tool Works' Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30, and September 30, 1999;
(c) Illinois Tool Works' Current Reports on Form 8-K dated
September 14, November 16, and December 8, 1999; and
(d) The description of Illinois Tool Works common stock set forth
in Exhibit 99 to Illinois Tool Works' Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997, including any
amendment or report filed with the Commission for the purpose
of updating such description.
All documents subsequently filed by Illinois Tool Works pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein 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
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Previously filed. (See Item 20 of the S-4.)
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits included herewith which is incorporated by
reference herein.
Item 9. Undertakings.
Previously filed. (See Item 22 of the S-4.)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Glenview,
Illinois on December 28, 1999.
ILLINOIS TOOL WORKS INC.
By:/s/ W. James Farrell
----------------------------
W. James Farrell
Director, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 28th day of December, 1999.
/s/ W. James Farrell Director, Chairman and Chief Executive Officer
- ----------------------- (Principal Executive Officer)
W. James Farrell
Jon C. Kinney* Senior Vice President and Chief
Financial Officer
(Principal Accounting and Financial Officer)
William F. Aldinger*
Michael J. Birck*
Marvin D. Brailsford.*
Susan Crown*
H. Richard Crowther*
Robert C. McCormack* Directors
Phillip B. Rooney*
Harold B. Smith*
Ormand J. Wade*
*By:/s/ W. James Farrell
------------------------
W. James Farrell
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
5.1 Opinion of Stewart S. Hudnut, Senior Vice President,
General Counsel and Secretary of Illinois Tool Works.*
10.14 Premark International, Inc. 1994 Incentive Plan as amended
and restated effective May 5, 1999.*
10.18 Premark International, Inc. Director Stock Plan, as amended.
(Filed as Exhibit 10.6 to Premark's Annual Report on
Form 10-K for the fiscal year ended December 26, 1998
(File No. 1-9256), and incorporated by reference herein.)
23.1 Consent of Arthur Andersen LLP, independent public accountants
to Illinois Tool Works.
23.4 Consent of Stewart S. Hudnut.*
24.1 Power of Attorney of certain directors and officers of
Illinois Tool Works.*
- ------------------
* Previously filed.
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 27, 1999 included in Illinois Tool Works Inc.'s Form 10-K for the year
ended December 31, 1998 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
- -------------------------------
ARTHUR ANDERSEN LLP
Chicago, Illinois
December 28, 1999
