SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment Number 1)
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 7. Financial Statements and Exhibits.
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(b) Press release setting forth 1999 financial results which include
the combined statements of income and balance sheets of Illinois Tool Works Inc.
and Premark International, Inc. required by Item 7(b) of Form 8-K is attached
hereto.
(c) Exhibits
Exhibit No. Exhibit
- ---------- -------
99.1 Press release setting forth 1999 financial results which include the
combined statements of income and balance sheets of Illinois
Tool Works Inc. and Premark International, Inc. required by Item 7(b)
of Form 8-K.
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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: February 7, 2000 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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99.1 Press release setting forth 1999 financial results which
include the combined statements of income and balance sheets
of Illinois Tool Works Inc. and Premark International, Inc.
required by Item 7(b) of Form 8-K.
-4-
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ITW Reports Record Revenues for 1999 Fourth Quarter
And Full Year; Net Income Grows 11%
Before 4th Quarter Merger Related Costs
GLENVIEW, ILLINOIS-- (February 1, 2000)-Illinois Tool Works Inc. (ITW)
today reported record revenues for the 1999 fourth quarter and full year as a
result of improving base business growth and ongoing acquisition activity. Net
income for the 1999 fourth quarter increased 11 percent before nonrecurring
transaction and compensation costs associated with the November 23, 1999 merger
with Premark International, Inc.
For the 1999 fourth quarter, net income before the one time charge was
82 cents per share versus 74 cents on a restated basis for prior year
period. As a result of merger related costs, 1999 fourth quarter net income
was reduced to 59 cents per share. For full year 1999, net income before
the nonrecurring charge was $2.99 per share, a 12 percent increase compared
to a restated $2.66 in the prior year. Including the one-time charge,
full-year net income was a record $841 million, or $2.76 per share, a four
percent increase.
Operating revenues increased 10 percent to $2.5 billion in the fourth
quarter and 11 percent to $9.3 billion for the full year. While operating
income increased 7 percent to $1.4 billion for the full year, operating
income grew 14 percent before merger related costs.
"We are pleased with both our operating performance and our
acquisition program during 1999," said W. James Farrell, ITW's chairman and
chief executive officer. "Our base business growth rate was 4 percent in
the fourth quarter and 3 percent for the full year. As to acquisitions, we
completed 28 smaller transactions representing nearly $900 million in
revenues for the full year. As important, the process by which we will
improve the newly acquired food equipment and Wilsonart businesses is
underway. This ongoing process further validates our belief that these
operations will be strong additions to our more than 500 worldwide units."
Segment highlights for the 1999 fourth quarter include:
North American Engineered Products revenues increased 16 percent due
to acquisition activity and strong base business growth in the automotive,
construction and consumer packaging businesses. Operating income grew 14
percent largely as a result of revenue growth in the above businesses. For
the full year, revenues and operating income increased 16 percent and 18
percent, respectively.
International Engineered Products revenues grew 28 percent and
operating income increased 14 percent primarily due to acquisitions as well
as contributions from base automotive and polymers businesses. Margins were
negatively impacted by restructuring costs in a number of European
businesses. Revenues were up 28 percent and operating income increased 4
percent for full-year 1999.
North American Specialty Systems revenues increased 11 percent due to
contributions from base businesses and acquisitions. The base business grew
at its fastest rate in nearly two years, with welding, industrial
packaging, finishing and food equipment businesses all contributing to
growth. Operating income increased 15 percent thanks to improved operating
efficiencies in a variety of businesses. This translated into a 70 basis
point improvement in margins. For the full year, revenues and operating
income grew 9 percent and 15 percent, respectively.
While International Specialty Systems revenues declined 3 percent,
operating income increased 18 percent. The 210 basis point improvement in
margins was primarily attributable to better productivity in the consumer
and industrial packaging businesses as well as finishing operations.
Revenues and operating income were essentially flat for the full year.
Consumer products revenues were down 4 percent and operating income
declined significantly as a result of accounting adjustments at Florida
Tile. For the full year, revenues increased 3 percent and operating income
grew 19 percent.
Leasing and investments operating income was down 19 percent, largely as a
result of strong gains on sales of assets from the prior year period. For
the full year, operating income grew 26 percent.
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ITW is a $9.3 billion diversified manufacturer of highly engineered
components and industrial systems. The company consists of more than 500
decentralized operations in 40 countries and employs approximately 52,800
people.
####
Contact: John L. Brooklier: (847) 657-4104
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ILLINOIS TOOL WORKS INC.
(In thousands except per share data)
THREE MONTHS ENDED TWELVE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
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STATEMENT OF INCOME 1999 1998 1999 1998
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<S> <C> <C> <C> <C>
Operating Revenues $ 2,487,329 $ 2,258,106 9,333,185 $ 8,386,971
Cost of revenues 1,601,127 1,458,757 6,042,548 5,485,533
Selling, administrative, and R&D expenses 461,062 415,393 1,730,031 1,542,684
Amortization of goodwill & other intangibles 19,432 16,926 74,222 50,008
Premark merger-related costs 81,020 - 81,020 -
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Operating Income 324,688 367,030 1,405,364 1,308,746
Interest expense (17,420) (10,487) (67,510) (29,216)
Other income 3,631 612 14,858 1,017
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Income Before Income Taxes 310,899 357,155 1,352,712 1,280,547
Income Taxes 130,857 131,423 511,600 470,800
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Net Income $ 180,042 $ 225,732 $ 841,112 $ 809,747
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Net Income Per Share :
Basic $ 0.60 $ 0.75 $ 2.80 $ 2.70
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Diluted $ 0.59 $ 0.74 $ 2.76 $ 2.66
==== ==== ==== ====
Net Income Per Share (excluding
merger-related costs):
Basic $ 0.83 $ 0.75 $ 3.04 $ 2.70
==== ==== ==== ====
Diluted $ 0.82 $ 0.74 $ 2.99 $ 2.66
==== ==== ==== ====
Shares outstanding during the period :
Average 300,497 299,960 300,158 299,912
Average assuming dilution 304,433 304,411 304,649 304,641
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<S> <C> <C> <C>
DEC 31, SEPT 30, DEC 31,
STATEMENT OF FINANCIAL POSITION 1999 1999 1998
ASSETS ---------------- ---------------- ---------------
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Cash & equivalents $ 232,953 $ 150,172 $ 109,526
Trade receivables 1,630,937 1,570,728 1,465,899
Inventories 1,084,212 1,063,775 1,036,817
Deferred income taxes 188,729 189,242 180,787
Prepaids and other current assets 136,100 306,595 235,570
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Total current assets 3,272,931 3,280,512 3,028,599
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Plant & equipment 3,912,298 3,829,994 3,592,491
Less: accumulate depreciation (2,278,367) (2,233,707) (2,100,221)
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Net plan & equipment 1,633,931 1,596,287 1,492,270
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Investments 1,188,120 1,185,202 1,183,493
Goodwill & other intangibles 2,029,959 1,986,622 1,556,774
Deferred income taxes 433,792 506,918 509,486
Other assets 501,526 423,798 441,866
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$ 9,060,259 $ 8,979,339 $ 8,212,488
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LIABILITIES and STOCKHOLDERS'
EQUITY
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Short-term debt $ 553,655 $ 553,459 $ 428,019
Accounts payable 470,200 426,481 421,043
Accrued expenses 906,215 859,812 853,122
Cash dividends payable 54,102 51,867 43,709
Income taxes payable 61,189 154,962 106,543
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Total current liabilities 2,045,361 2,046,581 1,852,436
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Long-term debt 1,360,746 1,369,759 1,208,046
Other liabilities 838,729 867,584 908,634
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Total non-current liabilities 2,199,475 2,237,343 2,116,680
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Common stock & additional paid-in
capital 520,218 751,114 733,884
Income reinvested in the business 4,485,515 4,362,873 3,864,024
Common stock held in treasury (1,783) (252,087) (238,502)
Unearned restricted stock - (2,258) (3,400)
Cumulative translation adjustment (188,527) (164,227) (112,634)
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Total stockholders' equity 4,815,423 4,695,415 4,243,372
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$ 9,060,259 $ 8,979,339 $ 8,212,488
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