ILLINOIS TOOL WORKS INC
8-K, 1999-02-16
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT
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<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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):  January 28, 1999



                            ILLINOIS TOOL WORKS INC.
             (Exact name of registrant as specified in its charter)


           DELAWARE                      1-4797                 36-1258310
(State or other jurisdiction of     (Commission File         (I.R.S. Employer
        incorporation)                   Number)             Identification No.)


                3600 West Lake Avenue, Glenview, Illinois 60025
              (Address of principal executive offices)  (Zip Code)



      Registrant's telephone number, including area code:  (847) 724-7500


                                      None

- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)
<PAGE>   2


Item 5.  Other events

        Illinois Tool Works Inc. announced its 1998 fourth quarter and full year
results in the press release filed as Exhibits 99.1.

Item 7.  Financial Statements and Exhibits

        (c)     Exhibits.

        99.1    Form of press release dated January 28, 1999.





                                   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 hereunto duly authorized.




                                                ILLINOIS TOOL WORKS INC.


Date:  February 12, 1999                        By:  /s/ Jon C. Kinney
                                                   -----------------------------
                                                    Jon C. Kinney
                                                    Senior Vice President,
                                                    Chief Financial Officer



                                       2

<PAGE>   1


                                                                   EXHIBIT 99.1
                                                                   ------------


ITW                               NEWS RELEASE                                  
- --------------------------------------------------------------------------------
     FOR IMMEDIATE RELEASE




                     ITW REPORTS RECORD 1998 FOURTH QUARTER
                             AND FULL YEAR RESULTS

     GLENVIEW, IL (January 28, 1999) - Illinois Tool Works Inc.'s (ITW) net
income increased 15% in the 1998 fourth quarter to $184.3 million versus $160.2
million in 1997.  Diluted earnings per share of 73 cents represents a 14%
increase compared with 1997.  Operating revenues grew 12% to $1.51 billion from
$1.35 billion in 1997 while operating income was $296.7 million, up 19% for
1997's $249.2 million.

     Full year 1998 net income was $672.8 million, 15% above 1997 net income of
$587.0 million.  Diluted earnings per share for the same period were $2.67,
which represents an increase of 15%.  Operating revenues for full year 1998 were
$5.65 billion, an 8% increase over 1997 operating revenues of $5.22 billion.
Operating income for the same time period was $1.08 billion, a 16% increase over
1997 full year 1998 operating income of $927.2 million.

     W. James Farrell, chairman and chief executive officer of ITW stated, "our
decentralized organization has allowed us to stay focused on our customers and
effectively compete in a slower growth worldwide economic environment."

     In the North American Engineered Products segment, fourth quarter 1998 
revenues were up 20% compared with the fourth quarter of 1997 due to 
acquisitions along with revenue growth in base construction and automotive
operations.  Operating income increased 29% primarily as a result of
acquisitions, revenue growth and cost reductions.

     Acquisitions in the International Engineered Products segments accounted
for the 1998 fourth quarter revenue growth of 12% and the operating income
increase of 3% compared with last year.

     For the North American Specialty Systems segment, fourth quarter 1998
revenues decreased 2% verses 1997.  Revenue decreases in the base business were
partially offset by the effect of acquisitions.  Operating income increased 15%
as a result of increased operating efficiencies and acquisitions.

     In the International Specialty Systems segment, fourth quarter revenues
increased 8% in 1998 versus 1997.  Acquisitions more than offset the decrease in
base business revenues.  Operating income decreased mainly due to nonrecurring
costs in 1998.

     The Leasing & Investments segment contributed to the increase in operating
income for the 1998 fourth quarter due to an additional mortgaged-related
investment completed at year-end 1997 and gains on sales of certain investment
assets.

     ITW is a global diversified manufacturer of highly engineered components
and industrial systems.  The company has 400 operations in 34 countries and
approximately 29,200 employees.

Media contact:  Linda Jones (847) 657-4104
<PAGE>   2



ILLINOIS TOOL WORKS INC.
(In thousands except per share data)


<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED               TWELVE MONTHS ENDED
                                                                DECEMBER 31                       DECEMBER 31    
                                                          -------------------------          ------------------------
STATEMENT OF INCOME                                           1998           1997                1998         1997
- -------------------                                         --------       -------             --------     --------
<S>                                                       <C>            <C>                  <C>         <C>
Operating Revenues                                        $1,509,225     $1,348,903           $ 5,647,889 $ 5,220,433
 Cost of revenues                                            952,536        859,630             3,626,123   3,378,794
 Selling, administrative, and R&D expenses                   244,814        228,070               890,581     870,268
 Amortization of goodwill & other intangibles                 13,364         10,169                44,593      36,842
 Amortization of retiree health care                           1,826          1,826                 7,306       7,306
                                                          ----------     ----------            ----------  ----------
Operating Income                                             296,685        249,208             1,079,286     927,223
 Interest expense                                             (5,339)        (3,468)              (14,230)    (19,383)
 Other income                                                 (1,069)         6,432                (5,472)     16,511
                                                          ----------     ----------            ----------  ----------
Income Before Income Taxes                                   290,277        252,172             1,059,584     924,351
 Income taxes                                                106,000         92,000               386,800     337,400
                                                          ----------     ----------            ----------  ----------
Net Income                                                $  184,277     $  160,172           $   672,784  $  586,951
                                                          ==========     ==========           ===========  ==========


Net Income Per Share:
 Basic                                                    $     0.74     $     0.64           $      2.69  $     2.35
                                                          ----------     ----------            ----------  ----------
 Diluted                                                  $     0.73     $     0.64           $      2.67  $     2.33
                                                          ----------     ----------            ----------  ----------


Shares outstanding during the period:
 Average                                                     250,077        249,492               249,906     249,284
 Average assuming dilution                                   252,494        252,017               252,443     251,760





                                                             DEC 31,        DEC 31,
STATEMENT OF FINANCIAL POSITION                               1998           1997
- -------------------------------                              -------        -------
ASSETS
- ------
Cash & equivalents                                       $    93,485    $   185,856
Trade receivables                                            989,086        902,022
Inventories                                                  581,755        522,996
Deferred income taxes                                        102,607        168,697
Prepaids and other current assets                             67,540         79,071
                                                          ----------     ----------
 Total current assets                                      1,834,473      1,858,642
                                                          ----------     ----------

Plant & equipment                                          2,417,432      2,117,391
Less: accumulated depreciation                            (1,429,883)    (1,233,333)
                                                          ----------     ----------
 Net plant & equipment                                       987,549        884,058
                                                          ----------     ----------


Investments                                                1,183,493      1,170,015
Goodwill                                                   1,189,323        774,250
Deferred income taxes                                        417,361        379,738
Other assets                                                 505,963        328,053
                                                          ----------     ----------
                                                         $ 6,118,162    $ 5,394,756
                                                          ==========     ==========


LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Short-term debt                                          $   406,707    $   298,278
Accounts payable and accrued expenses                        726,412        727,469
Cash dividends payable                                        37,519         29,952
Income taxes payable                                          51,371        102,181
                                                          ----------     ----------
 Total current liabilities                                 1,222,009      1,157,880
                                                          ----------     ----------

Long-term debt                                               947,008        854,328
Other liabilities                                            611,110        576,094
                                                          ----------     ----------
 Total non-current liabilities                             1,558,118      1,430,422
                                                          ----------     ----------


Common stock                                                   2,504          2,499
Additional paid-in capital                                   302,684        287,153
Income reinvested in the business                          3,130,213      2,592,416
Common stock held in treasury                                 (1,783)        (1,833)
Cumulative translation adjustment                            (95,583)       (73,781)
                                                          ----------     ----------
 Total stockholders' equity                                3,338,035      2,806,454
                                                          ----------     ----------
                                                         $ 6,118,162    $ 5,394,756
                                                          ==========     ==========
</TABLE>


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