SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) November 23, 1999
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ILLINOIS TOOL WORKS INC.
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(Exact name of Registrant as specified in charter)
Delaware
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(State or other jurisdiction of incorporation)
1-4797 36-1258310
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(Commission File Number) (IRS Employer Identification No.)
3600 West Lake Avenue, Glenview, Illinois 60025
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(Address of principal executive offices) (Zip Code)
(847) 724-7500
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On November 23, 1999, pursuant to the Agreement and Plan of Merger
dated as of September 9, 1999 (the "Agreement") among Premark
International, Inc., a Delaware corporation ("Premark"), Illinois Tool
Works Inc., a Delaware corporation ("ITW") and CS Merger Sub Inc., a
Delaware corporation and wholly owned subsidiary of ITW ("Merger Sub"),
Merger Sub merged into Premark causing Premark to become a wholly owned
subsidiary of ITW (the "Merger"). In connection with the Merger, each
outstanding share of Premark common stock was converted into the right to
receive 0.8081 of a share of ITW common stock. The Merger will be accounted
for as a pooling-of-interests.
W. James Farrell, ITW's Chairman and Chief Executive Officer,
served on the Board of Directors of Premark (the "Premark Board") since
1996. Mr. Farrell did not take part in, and was not present during, any of
the deliberations of the Premark Board concerning the Merger.
Premark is a leading developer, manufacturer and marketer of
brand name products which comprise three categories: food equipment,
decorative products, and consumer products.
Item 7. Financial Statements and Exhibits.
(a) The financial statements of Premark required pursuant to Rule 3-05 of
Regulation S-X were previously reported in Premark's Annual Report on Form
10-K for the fiscal year ended December 26, 1998 and Premark's Quarterly
Reports on Form 10-Q for the fiscal quarters ended March 27, 1999, June 26,
1999 and September 25, 1999 and are incorporated herein by this reference.
(b) ITW expects to file within 60 days of the date of this Report pro forma
financial statements as required by Item 7(b) of Form 8-K.
(c) Exhibits
Exhibit No. Exhibit
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2 Agreement and Plan of Merger dated as of September 9, 1999
among Premark International, Inc., Illinois Tool Works Inc. and
CS Merger Sub Inc. (incorporated by reference to Exhibit 2 to
Premark's Current Report on Form 8-K/A filed September 14, 1999).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
ILLINOIS TOOL WORKS INC.
Date: December 8, 1999 By: /s/ Stewart S. Hudnut
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Name: Stewart S. Hudnut
Title: Senior Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit No. Exhibit
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2 Agreement and Plan of Merger dated as of September 9, 1999
among Premark International, Inc., Illinois Tool Works Inc.
and CS Merger Sub Inc. (incorporated by reference to
Exhibit 2 to Premark's Current Report on Form 8-K/A filed
September 14, 1999).
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