-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, JHZLuTIgs0ePy5YQfL8G5JDKCC/dI+51F/hgsxNn2x9eec7XnwU4I3j0E9PuSEgL BVAFf8jdakfvthK93TiT9Q== 0000049826-95-000006.txt : 19950616 0000049826-95-000006.hdr.sgml : 19950616 ACCESSION NUMBER: 0000049826-95-000006 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950615 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ILLINOIS TOOL WORKS INC CENTRAL INDEX KEY: 0000049826 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 361258310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60013 FILM NUMBER: 95547177 BUSINESS ADDRESS: STREET 1: 3600 W LAKE AVE CITY: GLENVIEW STATE: IL ZIP: 60025 BUSINESS PHONE: 7087247500 MAIL ADDRESS: STREET 1: 3600 WEST LAKE AVENUE CITY: GLENVIEW STATE: IL ZIP: 60025-5811 424B3 1 Rule 424(b)(3) Registration No. 33-22403 33-60013 PROSPECTUS 10,900,228 Shares ILLINOIS TOOL WORKS INC. COMMON STOCK No Par Value _______________________ This Prospectus relates to the offer and sale from time to time by Illinois Tool Works Inc., a Delaware corporation ("ITW" or the "Company"), of 10,900,228 shares of its Common Stock, no par value (the "Common Stock"), in exchange for shares of capital stock of other companies, or in exchange for assets used in or related to the business of such companies. See "Securities Covered by This Prospectus." This Prospectus also has been prepared for use, with ITW's prior written consent, by persons who have received or will receive shares of Common Stock in connection with acquisitions and who wish to offer and sell such shares under circumstances requiring or making desirable its use. See "Securities Covered by This Prospectus." The Common Stock is listed and traded on the New York Stock and Chicago Stock Exchanges under the symbol "ITW." THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ___________________________ The date of this Prospectus is June 12, 1995. No individual has been authorized to give any information or to make any representations not contained or incorporated by reference in this Prospectus or any Prospectus Supplement. If given or made, such information or representations must not be relied upon as having been authorized by ITW. Neither this Prospectus nor any Prospectus Supplement constitutes an offer to sell or a solicitation of an offer to buy, the shares of Common Stock offered hereby, in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus nor any Prospectus Supplement nor any sale made hereunder shall, under any circumstances, create any implication that there has not been any change in the facts set forth or incorporated by reference in this Prospectus or any Prospectus Supplement or in the affairs of ITW since such date. AVAILABLE INFORMATION ITW is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information filed by ITW can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the following regional offices of the Commission: 14th Floor, Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661; and 13th Floor, Seven World Trade Center, New York, New York 10048. Copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Such reports, proxy statements and other information also can be inspected at the offices of the exchanges on which ITW's Common Stock is listed, The New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, and the Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 60605. ITW has filed with the Commission a registration statement on Form S-4 (together with all amendments, the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Common Stock. This Prospectus, which constitutes a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. Statements made in this Prospectus as to the contents of any contract, agreement or other document referred to are not necessarily complete; with respect to each such contract, agreement or other document filed as an exhibit or schedule to the Registration Statement, reference is made to the exhibit or schedule, as applicable, for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference. For further information pertaining to ITW and the shares of Common Stock offered hereby, reference is made to the Registration Statement and the exhibits and schedules thereto, which may be examined or copied at the locations described above. 2 SECURITIES COVERED BY THIS PROSPECTUS The shares of Common Stock covered by this Prospectus are available for use in future acquisitions of other businesses or properties, which may be similar or dissimilar to ITW's present activities. The consideration offered by ITW in such acquisitions, in addition to the shares of Common Stock offered hereby, may include cash, debt or other securities (which may be convertible into shares of Common Stock covered by this Prospectus), or assumption by ITW of liabilities of the business being acquired, or a combination thereof. It is contemplated that the terms of acquisitions will be determined by negotiations between ITW and the owners of the business or properties to be acquired, with ITW taking into account the quality of management, the past and potential earning power and growth of the business or properties to be acquired, and other relevant factors, and it is anticipated that shares of Common Stock issued in acquisitions will be valued at a price reasonably related to the market value of the Common Stock either at the time the terms of the acquisition are tentatively agreed upon or at or about the time or times of delivery of the shares. With the consent of ITW, this Prospectus may also be used by persons who have received or will receive from ITW shares of Common Stock covered by this Prospectus or by prospectuses under other registration statements in connection with acquisitions and who may wish to sell such stock under circumstances requiring or making desirable its use. ITW's consent to such use may be conditioned upon such persons' agreeing not to offer more than a specified number of shares following amendments to this Prospectus, which ITW may agree to use its best efforts to prepare and file at certain intervals. ITW may require that any such offering be effected in an organized manner through securities dealers. Sales by means of this Prospectus may be made privately from time to time at prices to be individually negotiated with the purchasers or publicly through transactions on the New York or Chicago Stock Exchanges (which may involve crosses and block transactions) or in the over-the-counter market, at prices reasonably related to market prices at the time of sale or at negotiated prices. Broker-dealers participating in such transactions may act as agent or as principal and, when acting as agent, may receive commissions from the purchasers as well as from the sellers (if also acting as agent for the purchasers). ITW may indemnify any broker-dealer participating in transactions against certain liabilities, including liabilities under the Securities Act. Profits, commissions and discounts on sales by persons who may be deemed to be underwriters within the meaning of the Securities Act may be deemed underwriting compensation under that Act. Stockholders may also offer shares of stock issued in past and future acquisitions by means of prospectuses under other registration statements or pursuant to exemptions from the registration requirements of the Securities Act, including sales which meet the requirements of Rule 145(d) under the Securities Act, and stockholders should seek the advice of their own counsel with respect to the legal requirements for such sales. 3 INFORMATION CONCERNING ITW Business of ITW ITW, a Delaware corporation, manufactures and markets a variety of products and systems that provide specific, problem-solving solutions for a diverse customer base worldwide. ITW has more than 260 operations in 33 countries. ITW's business units are divided into two segments: Engineered Components, and Industrial Systems and Consumables. Products in ITW's Engineered Components segment include short lead-time plastic and metal components, fasteners and assemblies; industrial fluids and adhesives; and fastening tools and welding equipment. Industrial Systems and Consumables' products include longer lead-time systems and related consumables for consumer and industrial packaging; industrial spray coating equipment and systems and quality assurance applications equipment and systems. The principal executive offices of ITW are located at 3600 West Lake Avenue, Glenview, Illinois 60025, and its telephone number is (708) 724-7500. Information Incorporated by Reference ITW's Annual Report on Form 10-K for the year ended December 31, 1994, and Quarterly Report on Form 10-Q for the period ended March 31, 1995, previously filed with the Commission, are incorporated by reference in this Prospectus. All documents filed by ITW pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering of the shares of Common Stock made hereby shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the respective dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference, or contained in this Prospectus, shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated herein by reference 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 Prospectus. This prospectus incorporates documents by reference which are not presented herein or delivered herewith. These documents are available upon request from Stewart S. Hudnut, Senior Vice President, General Counsel and Secretary, Illinois Tool Works Inc., 3600 West Lake Avenue, Glenview, Illinois 60025, at (708) 724-7500. 4 DESCRIPTION OF CAPITAL STOCK General The authorized capital stock of ITW consists of 150,000,000 shares of Common Stock, no par value, and 300,000 shares of Preferred Stock, no par value. As of March 31, 1995, there were 114,113,070 shares of Common Stock issued and outstanding. No Preferred Stock is issued or outstanding. Common Stock Holders of Common Stock are entitled to one vote for each share held of record, in person or by proxy, at all meetings of the stockholders and on all propositions presented to such meetings (other than the election of any directors who may be elected by vote of the Preferred Stock voting as a class). The Common Stock does not entitle holders to cumulative voting rights in the election of directors. Holders of Common Stock do not have preemptive rights. All outstanding shares of Common Stock are fully paid and nonassessable. Dividends may be paid on the Common Stock when and if declared by the Board of Directors out of funds legally available therefor. Upon liquidation, dissolution, or winding up of the affairs of ITW, its assets remaining, after provision for payment of creditors and holders of Preferred Stock, are distributable pro rata among holders of its Common Stock. The Common Stock is listed and traded on the New York and Chicago Stock Exchanges. The transfer agent and registrar of the Common Stock is Harris Trust and Savings Bank, Chicago, Illinois. Preferred Stock ITW's Preferred Stock is issuable in series. The Preferred Stock is senior to the Common Stock, both as to payment of dividends and distribution of assets. The designation, preferences and rights of each series may be established by the Board of Directors, including voting rights, dividends, redemption features, payments on liquidation and sinking fund provisions, if any. The Preferred Stock may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital or to finance acquisitions. The Preferred Stock also could be issued to persons friendly to current management with terms that could render more difficult or discourage attempts to gain control of ITW by means of a merger, tender offer, proxy contest or otherwise and thereby protect the continuity of current management. The Preferred Stock also could be used to dilute the stock ownership of persons seeking to obtain control of ITW. Special Charter and By-Law Provisions ITW's Restated Certificate of Incorporation, as amended, and its By-Laws contain 5 provisions which could render more difficult a merger, tender offer, proxy or contest attempt to gain control of Board of Directors, or which could the dilute the voting control of a holder of a large block of stock. The Restated Certificate of Incorporation, as amended, provides that an affirmative vote of the holders of not less than two- thirds of the outstanding shares of capital stock entitled to vote for directors is required to approve mergers or consolidations between ITW (or its subsidiaries) and a Substantial Stockholder, transfers of a substantial amount of assets or stock from ITW to a Substantial Stockholder or vice versa, adoption of a Substantial Stockholder's proposal to dissolve ITW, or any transaction relating to ITW's stock which results in a Substantial Stockholder's proportionate share being increased. The Restated Certificate of Incorporation, as amended, also requires the approval of the foregoing transactions by the holders of at least a majority of the outstanding shares of capital stock entitled to vote for directors, excluding those shares owned by a Substantial Stockholder. The special voting requirements do not apply to (i) transactions approved by not less than two-thirds of ITW's Board of Directors, (ii) transactions approved by the Board of Directors prior to such time as the Substantial Stockholder became a Substantial Stockholder, (iii) transactions between ITW and its majority- owned subsidiaries, or (iv) transactions in which a minimum price is received by ITW stockholders. A Substantial Stockholder is defined in the Restated Certificate of Incorporation, as amended, as a beneficial owner of more than 10% of the capital stock of ITW entitled to vote for directors, excluding shares owned on March 2, 1984. The Restated Certificate of Incorporation, as amended, also prohibits stockholder action by written consent, permits only the Board of Directors to fill vacancies on the Board, whether created by an increase in the number of directors or otherwise, and requires that the holders of two-thirds of the voting power of ITW, and if there is a Substantial Stockholder, the holders of a majority of the voting power (other than that of the Substantial Stockholder), approve any amendment to, or repeal of, any of the foregoing provisions. EXPERTS The audited financial statements and schedules incorporated by reference in this Prospectus have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and have been so incorporated in reliance upon the authority of said firm as experts in giving said reports. LEGAL MATTERS The validity of the issuance of the shares of Common Stock offered pursuant to this Prospectus will be passed upon for ITW by Stewart S. Hudnut, Senior Vice President, General Counsel and Secretary of ITW. Mr. Hudnut owns 400 shares of ITW Common Stock and holds options to acquire an additional 20,000 shares of Common Stock. 6 -----END PRIVACY-ENHANCED MESSAGE-----