SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS
PURSUANT TO SECTION 15(d) OF THE SECURITIES ACT OF 1934
(Mark One)
[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 1998.
-----------------
OR
[ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the transition period from to
--------------------- ----------------------
Commission file number is unassigned (Form S-8 Reg. No. 333-17473)
A. Full title of plan and the address of the plan, if different from that of
the issuer named below:
ILLINOIS TOOL WORKS INC.
SAVINGS AND INVESTMENT PLAN
B. Name of issuer of the Securities held pursuant to the plan and the address
of its principal executive office:
ILLINOIS TOOL WORKS INC.
3600 W. LAKE AVENUE
GLENVIEW, IL 60025-5811
<PAGE>
Illinois Tool Works Inc.
Savings and Investment Plan
Financial Statements and Schedules
As of December 31, 1998 and 1997
Together With Auditors' Report
Employer Identification Number 36-1258310
Plan Number 003
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Employee Benefits Committee of
Illinois Tool Works Inc.:
We have audited the accompanying statements of net assets available for Plan
benefits of the ILLINOIS TOOL WORKS INC. SAVINGS AND INVESTMENT PLAN as of
December 31, 1998 and 1997, and the related statement of changes in net assets
available for Plan benefits for the year ended December 31, 1998. These
financial statements and schedules referred to below are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1998 and 1997, and the changes in net assets available for benefits
for the year ended December 31, 1998, in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules of assets held for
investment purposes and reportable transactions are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Chicago, Illinois
May 24, 1999
<PAGE>
ILLINOIS TOOL WORKS INC.
SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
As of December 31, 1998 and 1997
Employer Identification Number 36-1258310, Plan Number 003
1998 1997
------------ ------------
ASSETS:
Investments at fair value-
Invested cash-
Stable Asset Fund $ 12,519,608 $ 14,454,544
Long-term fixed income contracts-
Stable Asset Fund 101,522,058 97,001,524
Mutual funds-
Putnam Asset Allocation Fund-
Balanced Portfolio 153,418,991 152,512,217
Growth Portfolio 67,931,113 68,043,285
Fidelity Investments Magellan Fund 209,553,950 159,859,156
Putnam New Opportunities Fund 146,937,267 117,796,169
Other funds (Note 1) 137,618,929 62,273,954
Common stock-
Illinois Tool Works Inc.
Common Stock Fund 135,907,904 127,321,917
Participant loans-
Loan Fund 25,754,444 21,692,550
------------ ------------
Total investments 991,164,264 820,955,316
------------ ------------
Receivables-
Company contributions 76,579 0
Participant contributions 160,947 0
Loan payments 77,962 0
Investment income 99,601 59,477
Transfers from other plans 291,342 27,360
------------ ------------
Total receivables 706,431 86,837
------------ ------------
Total assets 991,870,695 821,042,153
LIABILITIES:
Fees payable 44,289 83,362
------------ ------------
Net assets available
for Plan benefits $991,826,406 $820,958,791
============ ============
The accompanying notes to the financial statements are integral
parts of these statements.
<PAGE>
<TABLE>
ILLINOIS TOOL WORKS INC.
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
WITH FUND INFORMATION
For the Year Ended December 31, 1998
Employer Identification Number 36-1258310, Plan Number 003
<CAPTION>
Putnam Putnam
Asset Asset
Allocation Allocation Fidelity
Stable Fund Fund Investments
Asset Balanced Growth Magellan
Fund Portfolio Portfolio Fund
------------ ----------- ----------- ------------
<S> <C> <C> <C> <C>
INCREASES (DECREASES):
Net investment income -
Interest and dividends $ 6,580,927 $ 5,454,422 $ 1,955,301 $ 9,875,799
Net appreciation(depreciation) on
investments 0 11,418,110 6,679,005 42,953,365
Investment expense (5,730) (4,690) (2,714) (29,418)
------------ ------------ ----------- ------------
Net investment income 6,575,197 16,867,842 8,631,592 52,799,746
------------ ------------ ----------- ------------
Contributions -
Participants 2,248,174 3,181,306 3,482,523 6,194,358
Company 592,708 777,872 948,697 1,795,458
------------ ------------ ----------- ------------
Total contributions 2,840,882 3,959,178 4,431,220 7,989,816
------------ ------------ ----------- ------------
Benefits paid to participants (13,845,562) (12,225,510) (4,178,889) (8,039,890)
------------ ------------ ----------- ------------
Loans and net interfund transfers (77,833) (16,953,248) (9,032,919) (6,531,239)
------------ ------------ ----------- ------------
Transfers from other plans 7,092,914 9,258,512 36,824 3,476,361
------------ ------------ ----------- ------------
Net increases
(decreases) 2,585,598 906,774 (112,172) 49,694,794
------------ ------------ ----------- ------------
NET ASSETS AVAILABLE:
Beginning of year 111,456,068 152,512,217 68,043,285 159,859,156
------------ ------------ ----------- ------------
End of year $114,041,666 $153,418,991 $67,931,113 $209,553,950
============ ============ =========== ============
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Illinois
Tool Putnam
Works Inc. New
Common Opportuni- Other Loan
Stock Fund ties Fund funds Fund
------------ ----------- ----------- ------------
<S> <C> <C> <C> <C>
INCREASES (DECREASES):
Net investment income -
Interest and dividends $ 1,155,840 $ 4,502,901 $ 6,628,730 $ 2,074,785
Net appreciation(depreciation) on (4,707,845) 24,161,434 4,076,783 0
investments
Investment expense (11,445) (8,028) 91,169 0
------------ ------------ ------------ -----------
Net investment income (3,563,450) 28,656,307 10,796,682 2,074,785
------------ ------------ ------------ -----------
Contributions -
Participants 9,023,804 10,488,794 6,808,894 0
Company 2,743,131 3,249,349 1,394,609 0
------------ ------------ ------------ -----------
Total contributions 11,766,935 13,738,143 8,203,503 0
------------ ------------ ------------ -----------
Benefits paid to participants (5,773,967) (4,802,282) (9,372,158) (1,682,052)
------------ ------------ ------------ -----------
Loans and net interfund transfers 5,611,445 (9,798,683) 34,821,492 1,960,985
------------ ------------ ------------ -----------
Transfers from other plans 544,643 1,347,613 31,552,131 1,710,549
------------ ------------ ------------ -----------
Net increases
(decreases) 8,585,606 29,141,098 76,001,650 4,064,267
------------ ------------ ------------ -----------
NET ASSETS AVAILABLE:
Beginning of year 127,312,574 117,796,169 62,286,772 21,692,550
------------ ------------ ------------ -----------
End of year $135,898,180 $146,937,267 $138,288,422 $25,756,817
============ ============ ============ ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Total
------------
<S> <C>
INCREASES (DECREASES):
Net investment income -
Interest and dividends $ 38,228,705
Net appreciation(depreciation) on 84,580,852
investments
Investment expense 29,144
------------
Net investment income 122,838,701
------------
Contributions -
Participants 41,427,853
Company 11,501,824
------------
Total contributions
52,929,677
------------
Benefits paid to participants (59,920,310)
------------
Loans and net interfund transfers 0
------------
Transfers from other plans 55,019,547
------------
Net increases
(decreases) 170,867,615
------------
NET ASSETS AVAILABLE:
Beginning of year 820,958,791
------------
End of year $991,826,406
============
The accompanying notes to the financial statements are
integral parts of this statement.
</TABLE>
<PAGE>
ILLINOIS TOOL WORKS INC.
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
Employer Identification Number 36-1258310, Plan Number 003
1. DESCRIPTION OF THE PLAN AND INVESTMENT PROGRAM
The following describes the major provisions of the Illinois Tool Works
Inc. Savings and Investment Plan ("the Plan") and provides only general
information. Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
General
The Plan is a defined contribution plan in which employees of
participating business units of Illinois Tool Works Inc. and its wholly
owned subsidiaries (the "Company") are eligible to participate in the Plan
in the month following their date of hire. Established on November 16,
1967, and last amended on July 1, 1994, the Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
Putnam Fiduciary Trust Company (the "Trustee") serves as trustee,
recordkeeper and investment manager of the Plan. Fidelity Investments
serves as investment manager for amounts invested in the Magellan Fund.
Participant and Company Contributions
Participants may contribute amounts from a minimum of 1% to a maximum of
15% of eligible compensation to their pre-tax and after-tax accounts.
Separately, the maximum pre-tax account contribution is 15% of eligible
compensation, while the maximum after-tax account contribution is 10%. The
combined pre-tax and after-tax contributions cannot exceed 15% of eligible
compensation. Participants may change their contribution percentages with
each payroll.
Participants may begin contributions to their pre-tax and after-tax
accounts in the month following their date of hire. Company contributions,
however, do not start until participants have completed one year of
service. After the completion of one year of service, the Company
contributes to the participants' accounts based on the participants'
contributions as follows:
<PAGE>
-2-
Percentage of
Participants' Compensation
--------------------------
Participants' Company
Contribution Contribution
------------ ------------
1% 1.0%
2 1.5
3 2.0
4 2.5
5-15 3.0
============ ============
Participants may elect to allocate any contribution in multiples of 1% to the
investment funds.
Investment Options
Effective January 1, 1998, investment fund options increased from nine funds to
twenty-nine funds in which participants may choose to contribute. For
presentation purposes, individual investment funds with net assets less than 5
percent of the Plan's net assets have been combined under the caption "Other
funds" in the financial statements. The funds are categorized as Ready-Mixed,
Core Funds, Core-Plus Funds and Loan Fund as follows:
Ready-Mixed:
Putnam Asset Allocation Fund consists of three portfolios from which
participants can elect to direct their funds. Each portfolio's strategic
allocation indicates the typical percentage of the portfolio's investment
between equity and fixed income securities.
- Conservative Portfolio has a strategic allocation equal to 35% equity
class and 65% fixed income class investments.
- Balanced Portfolio has a strategic allocation equal to 65% equity class
and 35% fixed income class investments.
- Growth Portfolio has a strategic allocation equal to 80% equity class and
20% fixed income class investments.
Core Funds:
Stable Asset Fund consists primarily of a diversified portfolio of
high-quality, fixed-income investments. The fund's holdings include
investment contracts issued by major insurance companies and banks.
S & P 500 Index Fund objective is to achieve a return, before the
assessment of fees, that closely approximates the return of the Standard &
Poors Composite Stock Price Index.
<PAGE>
-3-
Fidelity Investments Magellan Fund invests mainly in equity securities of
domestic, foreign and multinational issuers of all sizes that offer
potential for growth.
Illinois Tool Works Inc. Common Stock Fund is invested solely in the
common stock of the Company.
Putnam New Opportunities Fund invests principally in common stocks of
companies in sectors of the economy which possess above-average long-term
growth potential.
International Growth Fund seeks capital appreciation through equity
securities of issuers located outside the United States.
Core-Plus Funds:
Putnam Money Market Fund invests in a portfolio of high-quality money
market instruments.
U.S. Government Income Fund seeks to provide a high level of income
consistent with preservation of capital by investing exclusively in U.S.
government securities.
American Government Income Fund seeks to provide high current income,
primarily through U.S. government securities. The fund seeks capital
preservation as a secondary option.
Putnam Income Fund invests in debt securities, including both government
and corporate obligations, preferred stocks and dividend-paying common
stocks. The fund may also hold a portion of its assets in cash or money
market instruments.
Diversified Income Fund seeks to provide high current income consistent
with preservation of capital by investing in three fixed-income market
sectors: U.S. government, high yield, and international.
High Yield Advantage Fund seeks high current income with capital growth as
a secondary objective.
George Putnam of Boston Fund seeks to provide a balanced investment
comprised of a well-diversified portfolio of stocks and bonds that will
produce both capital growth and current income.
Growth & Income Fund seeks to provide capital growth and current income by
investing primarily in common stocks that offer potential growth while also
providing current income.
New Value Fund seeks to provide long-term capital appreciation. Current
income is an incidental consideration.
<PAGE>
-4-
Investors Fund seeks to provide long-term growth of capital and any
increased income that results from this growth.
Voyager Fund seeks to provide capital appreciation by investing in stocks
of companies believed to offer above-average growth potential.
Vista Fund seeks to provide capital appreciation by investing primarily in
stocks of mid-sized companies believed to offer above-average growth
potential.
Capital Appreciation Fund seeks to provide capital appreciation by
investing primarily in common stocks that have been chosen for their
long-term growth potential.
OTC & Emerging Growth Fund seeks capital appreciation by investing
primarily in common stocks traded in the over-the-counter (OTC) market and
common stocks of "emerging growth" companies listed on securities
exchanges.
Global Government Fund seeks to provide high current income by investing
primarily in debt securities of foreign or U.S. governmental entities.
Preservation of capital and long-term total return are secondary
objectives.
Global Growth Fund seeks to provide capital appreciation by investing
primarily in common stocks traded in securities markets located in foreign
countries and in the United States.
Europe Growth Fund seeks to provide capital appreciation by investing
primarily in a diversified portfolio of common stocks of European
companies.
Asia Pacific Growth Fund seeks to provide capital appreciation by investing
primarily in a portfolio of common stocks of companies located in Asia and
the Pacific Basin.
International New Opportunities Fund seeks to provide long-term capital
appreciation by investing primarily in a diversified portfolio of
international equities.
Emerging Markets Fund seeks strong long-term returns primarily from stocks
of companies operating in developing economies.
Loan Fund:
Loan Fund maintains the balance of participant loans outstanding.
Investment income in each fund is allocated daily among the participants'
balances in each fund, except for the Putnam Money Market Fund and the Stable
Asset Fund. These two funds allocate income to participant account balances
monthly.
For each of the funds valued daily, investment income is allocated to
participant accounts based on the previous day's closing share value times the
number of shares in their account. For the monthly valued funds, a month-end
share value is determined by the Trustee from the
<PAGE>
-5-
investments and allocated to participant accounts based on the number of shares
in their account.
Participants may change their investment elections or transfer their balances
between funds in multiples of 1% on any day, but no more than twice per quarter.
Vesting
Participants' interest in their employee contribution accounts are fully vested
at all times. Participants' interest in their Company contribution accounts vest
at the rate of 5% for each quarter of service with the Company. Participants are
fully vested in their Company contribution accounts after 20 quarters of service
with the Company. Participants who terminate their participation in the Plan due
to retirement or death are granted full vesting in their Company contribution
accounts.
Participant Loans
Participants may borrow up to 50% of their vested account balance, up to
$50,000, with a minimum loan amount of $1,000 from the vested portion of their
accounts. Loans bear interest at the prime rate, are secured by a portion of the
participants' accounts and are repayable over a period not to exceed five years.
Amounts borrowed do not share in the earnings of the investment funds but are
credited with the interest payments made pursuant to the loan agreements.
Benefits
Upon termination of employment, participants may receive a lump-sum payment of
their account balances, subject to the vesting provisions described above.
Additional optional payment forms are available at the election of the
participant.
Forfeitures
Forfeitures, representing the unvested portion of the Company's contributions,
amounting to $33,398 and $29,554 as of December 31, 1998 and 1997, respectively,
will be used to reduce future Company contributions pursuant to the terms of the
Plan.
2. SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements of the Plan were prepared on the
accrual basis of accounting.
<PAGE>
-6-
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Investment Valuation and Income Recognition
Investments (other than those of the Stable Asset Fund) are reported at
fair values based on quoted market prices of the underlying securities in
which each fund invests. Investments of the Stable Asset Fund consist of
fully benefit-responsive investment contracts and are reported at contract
value, which approximates fair market value.
Purchases and sales of securities are recorded on a trade date basis.
Interest income is recorded on an accrual basis. Dividend income is
recorded on the ex-dividend date.
Net Appreciation/Depreciation
Net appreciation/depreciation on investments is based on the value of the
assets at the beginning of the year or at the date of purchase during the
year, rather than the original cost at the time of purchase.
Reclassifications
Certain reclassifications have been made to the 1997 financial statements
to conform with the 1998 presentation.
3. ADMINISTRATION
All funds are deposited with and held for safekeeping by the Trustee under
a trust agreement with the Company. The trust agreement provides, among
other things, that the Trustee shall keep accounts of all trust
transactions and report them periodically to the Company. Investment
decisions, within the guidelines of the investment funds, are made by the
Trustee and investment managers. The Trustee may use an independent agent
to effect purchases and sales of common stock of the Company for the
Illinois Tool Works Inc. Common Stock Fund. Other administrative services,
such as participant recordkeeping, are performed by the Trustee and by
Fidelity Investments, which serves as investment manager for the Magellan
Fund.
4. ADMINISTRATIVE EXPENSES
Investment management fees, trustee fees, agent fees and brokerage
commissions are paid by the Plan. Other outside professional and
administrative services are paid or provided by the Company.
<PAGE>
-7-
5. PARTY-IN-INTEREST TRANSACTIONS
The Trustee is a party-in-interest according to Section 3(14) of ERISA.
The Trustee serves as Plan fiduciary, investment manager and custodian to
the Plan. As defined by ERISA, any person or organization which provides
these services to the Plan is a related party-in-interest. In 1998, fees
paid to the Trustee were $93,951.
The Company is also a party-in-interest according to Section 3(14) of
ERISA. The Illinois Tool Works Inc. Common Stock Fund is a Plan
investment option.
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100% vested in their accounts.
7. TAX STATUS
The Plan obtained its latest determination letter on January 11, 1996, in
which the Internal Revenue Service stated that the Plan, as adopted on
December 29, 1994, was designed in accordance with the applicable
requirements of the Internal Revenue Code. The Plan administrator and the
Plan's legal counsel believe that the Plan is currently being operated in
compliance with the applicable requirements of the Internal Revenue Code.
Therefore, they believe that the Plan was qualified and the related trust
was tax-exempt as of the financial statement dates.
8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following reconciles net assets available for Plan benefits per the
financial statements to the Form 5500:
1998 1997
------------ ------------
Net assets available for Plan benefits
per the financial statements $991,826,406 $820,958,791
Amounts allocated to withdrawing
participants (41,666) (1,697,636)
------------ -------------
Net assets available for Plan benefits
per the Form 5500 $991,784,740 $819,261,155
============ ============
<PAGE>
-8-
The following reconciles benefits paid to participants per the financial
statements to the Form 5500 for the year ended December 31, 1998:
Benefits paid to participants per the financial
statements $59,920,310
Amounts allocated to withdrawing participants at-
December 31, 1998 41,666
December 31, 1997 (1,697,636)
-----------
Benefits paid to participants per the Form 5500 $58,264,340
===========
An estimate of amounts allocated to withdrawing participants is recorded
on the Form 5500 for benefit claims that have been processed and approved
for payment prior to December 31, but not yet paid as of that date.
9. TRANSFERS FROM OTHER PLANS
Effective January 1, 1998, the Drawform Profit Sharing Plan was merged
into the Plan. Substantially all of the assets were transferred on January
2, 1998. The assets transferred to the Plan totaled $7,539,339.
Effective January 1, 1998, the Balance Engineering Employee Savings Plan
was merged into the Plan. Substantially all of the assets were transferred
on January 1, 1998. The assets transferred to the Plan totaled $4,074,282.
Effective January 1, 1998, the USI Profit Sharing Plan was merged into the
Plan. Substantially all of the assets were transferred on February 26,
1998. The assets transferred to the Plan totaled $7,282,980.
Effective January 1, 1998, the Medalist MERIT Plan was merged into the
Plan. Substantially all of the assets were transferred on February 6,
1998. The assets transferred to the Plan totaled $14,548,650.
Effective April 1, 1998, the Meyercord Retirement Plan was merged into the
Plan. Substantially all of the assets were transferred on April 1, 1998.
The assets transferred to the Plan totaled $11,941,622.
Effective April 1, 1998, the Orgapack 401(k) and Profit Sharing Plan was
merged into the Plan. Substantially all of the assets were transferred on
July 1, 1998. The assets transferred to the Plan totaled $1,304,719.
Effective July 1, 1998, the Pancon Profit Sharing Plan was merged into the
Plan. Substantially all of the assets were transferred on July 1, 1998.
The assets transferred to the Plan totaled $5,958,465.
<PAGE>
-9-
Effective July 1, 1998, the Powcon Retirement Plan was merged into the
Plan. Substantially all of the assets were transferred on July 2, 1998.
The assets transferred to the Plan totaled $2,100,573.
10. SUBSEQUENT EVENTS
The following plans were merged into the Plan in 1999:
Plan Name Effective Date
--------------------------------------------- ---------------
Dymon Inc. Profit Sharing/401(k) Retirement Plan January 1, 1999
Formaboard Inc. Profit Sharing Plan January 1, 1999
Pillar Corporation 401(k) Plan January 1, 1999
The assets transferred to the Plan totaled approximately $3,700,000.
Substantially all of the assets were transferred in January, 1999.
<PAGE>
Schedule I
ILLINOIS TOOL WORKS INC.
SAVINGS AND INVESTMENT PLAN
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1998
Employer Identification Number 36-1258310, Plan Number 003
Cost and
Market
Value
------------
INVESTED CASH:
Stable Asset Fund-
*Putnam Investments, Boston, Massachusetts $12,519,608
LONG-TERM FIXED INCOME CONTRACTS:
Stable Asset Fund-
AIG Life Ins. Co.-
6.90% contract, due 3/15/02 2,252,753
5.32% contract, due 8/15/02 3,032,153
Allstate, 6.12% contract, due 12/15/00 3,494,990
Canada Life, 6.59% contract, due 9/30/99 3,129,116
Continental Assurance Co, 6.54% contract, due 3/15/00 4,207,995
Deutsche Bank
6.01% contract, due 1/06/00 4,061,079
5.84% contract, due 9/15/02 2,013,852
Jackson National Life, 6.00% contract, due 2/01/02 4,183,524
John Hancock-
5.95% contract, due 6/15/00 3,699,570
6.30% contract, due 12/31/01 4,000,670
Life of Virginia-
6.88% contract, due 6/17/02 5,542,430
6.32% contract, due 9/16/02 5,170,750
New York Life-
5.69% contract, due 9/15/00 and 12/15/00 4,579,277
6.91% contract, due 10/01/01 2,035,219
6.69% contract, due 6/30/01 4,178,641
Monumental Life Insurance Co. (formerly People's Security)-
5.81% contract, due 6/15/99 and 12/15/99 4,190,047
6.37% contract, due 4/1/02 2,015,077
5.68% contract, due 8/15/03 6,103,503
5.43% contract, due 2/07/99 4,603,257
6.67% contract, due 7/15/99 1,543,656
5.87% contract, due 6/15/00 3,013,871
Pacific Mutual, 6.00% contract, due 12/16/02 4,010,651
Principal Mutual Life-
7.00% contract, due 9/15/01 2,816,373
Rabobank Nederland-
5.66% contract, due 10/15/00 2,004,357
5.86% contract, due 2/15/01 1,517,806
5.89% contract, due 2/15/01 2,007,664
*Party-in-interest
<PAGE>
Schedule I
Continued
ILLINOIS TOOL WORKS INC.
SAVINGS AND INVESTMENT PLAN
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1998
Employer Identification Number 36-1258310, Plan Number 003
Cost and
Market
Value
------------
LONG-TERM FIXED INCOME CONTRACTS (Cont'd):
Security Life of Denver-
6.17% contract, due 3/31/00 $3,000,492
6.50% contract, due 10/15/02 3,071,756
Transamerica Life-
6.32% contract, due 5/6/01 3,014,469
5.78% contract, due 2/07/03 1,019,939
United of Omaha-
5.79% contract, due 10/15/01 1,003,203
5.33% contract, due 5/20/02 1,003,918
MBL-
9.75% contract 541,222
5.10% contract 1,268
Number of Market
Shares Cost Value
---------- ----------- -----------
MUTUAL FUNDS:
*Putnam Money Market Fund 42,842,273 $42,842,273 $42,842,273
*Putnam Asset Allocation Fund-
Growth Portfolio 4,962,097 51,589,112 67,931,113
Balanced Portfolio 12,774,271 124,762,283 153,418,991
Conservative Portfolio 1,105,155 10,906,833 11,482,564
*S & P 500 Index Fund 471,900 11,601,164 13,652,065
*Fidelity Investments Magellan
Fund 1,734,431 135,776,442 209,553,950
*Putnam New Opportunities Fund 2,484,567 101,648,224 146,937,267
*International Growth Fund 127,495 2,364,155 2,458,109
*US Government Income Fund 154,080 2,021,308 2,021,535
*American Government Income Fund 358,170 3,211,815 3,219,944
*Putnam Income Fund 1,977,053 13,824,072 13,700,977
*Diversified Income Fund 161,053 2,008,945 1,853,715
*High Yield Advantage Fund 139,853 1,355,302 1,143,999
*George Putnam of Boston Fund 168,345 3,093,377 3,043,679
*Growth & Income Fund 610,511 12,611,331 12,527,680
*New Value Fund 64,609 922,754 869,642
*Investors Fund 582,501 7,461,144 8,655,958
*Voyager Fund 375,363 7,664,816 8,363,094
*Vista Fund 64,009 827,675 847,480
*Capital Appreciation Fund 213,670 4,665,859 4,842,440
*OTC & Emerging Growth Fund 74,018 1,229,867 1,286,435
*Global Government Fund 1,610 19,858 20,819
*Global Growth Fund 37,911 432,654 479,197
*Europe Growth Fund 139,125 3,069,654 3,025,979
*Asia Pacific Growth Fund 23,164 236,718 213,569
*International New Opportunities
Fund 35,053 427,496 452,540
*Emerging Markets Fund 10,333 88,394 72,746
*Party-in-interest
<PAGE>
Schedule I
Continued
ILLINOIS TOOL WORKS INC.
SAVINGS AND INVESTMENT PLAN
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1998
Employer Identification Number 36-1258310, Plan Number 003
Number of Market
Shares Cost Value
---------- ----------- ------------
COMMON STOCK:
Illinois Tool Works Inc.
Common Stock Fund 2,343,240 $91,594,375 $135,907,904
**PARTICIPANT LOANS 25,754,444
------------
$991,164,264
============
*Party-in-interest
** Interest rates of loans to participants with balances
outstanding at December 31, 1998, lowest 6% to highest 15%.
The accompanying notes to the financial statements are
an integral part of this schedule.
<PAGE>
<TABLE>
ILLINOIS TOOL WORKS INC.
SAVINGS AND INVESTMENT PLAN
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS
For the Year Ended December 31, 1998
Employer Identification Number 36-1258310, Plan Number 003
Reportable transactions are either a single transaction or a series of
transactions involving securities of the same issue which, in the aggregate,
amount to more than 5% of the current value of the Plan's
assets at the beginning of the year.
<CAPTION>
Aggregate Purchases Aggregate Sales
------------------------ --------------------------------------------------
Number of Number of
Description Transactions Amount Transactions Proceeds Cost Gain
- ----------------------------------- ------------ ----------- ------------ ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
*Putnam Asset Allocation Fund-
Balanced Portfolio 375 $12,843,354 812 $32,591,300 $28,485,886 $4,105,414
*Putnam New Opportunities Fund 639 33,814,458 1001 30,125,928 24,486,988 5,638,940
*Stable Asset Fund 655 33,737,677 850 35,760,213 35,760,213 0
*Fidelity Investments Magellan Fund 550 29,297,104 1010 26,019,926 20,283,761 5,736,165
*Illinois Tool Works Inc.
Common Stock Fund 700 39,816,107 1094 27,047,413 19,998,786 7,048,627
============ =========== ============ =========== =========== ==========
*Party-in-interest
The accompanying notes to the financial statements are an integral part of
this schedule.
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized on this 29th day of June, 1999.
ILLINOIS TOOL WORKS INC.
SAVINGS AND INVESTMENT PLAN
BY /s/ John Karpan
-----------------------------------------
John Karpan,
Member of Employee Benefits Committee and
Senior Vice President, Human Resources
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
reports, included or incorporated by reference in this Form 11-K, into the
Company's previously filed registration statements on Form S-8 (File Nos.
333-22035, 333-17473, and 333-75767), Form S-4 (File Nos. 33-302671 and
33-25471) and Form S-3 (File Nos. 33-5780 and 333-70691).
ARTHUR ANDERSEN LLP
Chicago, IL
June 25, 1999
<PAGE>
