-----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, Od7Y5k7fOXxCfurj+4cFhCr9HDZvpw/r7DCOjorRNKnCGi9u3xkiuKgsJY04WTqO 3C+u604tDQo//zJFVQ/7lg== 0000049826-95-000010.txt : 199507190000049826-95-000010.hdr.sgml : 19950719 ACCESSION NUMBER: 0000049826-95-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950718 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950718 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04797 FILM NUMBER: 95554631 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 8-K 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): July 18, 1995 ILLINOIS TOOL WORKS INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation or Organization) 1-4797 (Commission File Number) 36-1258310 (I.R.S. Employer Identification No.) 3600 W. LAKE AVENUE, GLENVIEW, ILLINOIS (Address of Principal Executive Offices) 60025-5811 (Zip Code) Registrant's telephone number, including area code: (708) 724-7500 ITEM 5. Other Events. (i) In 1995, Illinois Tool Works Inc. ("ITW") has acquired all of the issued and outstanding shares of each of the following companies companies in exchange for shares of ITW common stock: COMPANY NAME DESCRIPTION OF DATE BUSINESS CONSUMMATED Jemco Engineering Company Indicator Lights May 31, 1995 Fibre Glass-Evercoat Company, Inc. Body Fillers & Finishing Products May 31, 1995 Foamseal, Inc. Adhesives & Application Equipment May 31, 1995 United Silicone Inc. Pad Printing & Hot Stamping Equipment June 5, 1995 In May 1995, ITW also entered into an agreement with Hobart Brothers Company ("Hobart"), a manufacturer of welding equipment and consumables, mreby ITW would acquire all of the issued and outstanding shares of Hobart in exchange for shares of ITW common stock. Although ITW is in the process of responding to a request for additional information from the Federal Trade Commission the pursuant to Hart-Scott-Rodino Act of 1976, this transaction is expected to be completed in September 1995. In July 1995, ITW also reached an agreement in principle to acquire all of the issued and outstanding shares of a distributor of fastening equipment and fasteners in exchange for shares of ITW common stock. The transaction is expected to be completed by July 31, 1995. The acquisitions of the above companies (the "pooled companies") will all be accounted for as poolings of interests in conformity with Accounting Principles Board Opinion No. 16 ("APB 16"). However, since the combined impact of the pooled companies on ITW's consolidated financial statements is not significant, the ITW consolidated financial statements for 1993, 1994, and the first quarter 1995 will not be restated. (ii) In addition to the acquisition of the pooled companies discussed above, ITW has also acquired several other operations (the "purchased companies") in 1995 which will be accounted for as purchases in accordance with APB 16. The cumulative impact of the purchased companies on the ITW consolidated financial statements is not significant. (iii) Although none of the pooled companies or the purchased companies individually constitute a significant subsidiary within the meaning of Rule 1-02 (v) of Regulation S-X, nor were the acquisitions related transactions, the cumulative effect of all of the acquisitions in (i) and (ii) would meet the significant subsidiary test. Therefore, the pro forma financial information for the combined pooled companies, which constitute a majority of the acquisitions made by ITW in 1995, is set out in item 7(b). ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Business Acquired Not applicable. (b) Pro Forma Financial Information (1) Unaudited pro forma combined statement of income for the three months ended March 31, 1995. (2) Unaudited pro forma combined statement of financial position as of March 31, 1995. (3) Unaudited pro forma combined statement of income for the year ended December 31, 1994. (c) Exhibits Exhibit Number Description 27 Financial Data Schedule SIGNATURES 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 on this 17th day of July 1995. ILLINOIS TOOL WORKS INC. By /s/ Michael W. Gregg ------------------------------ Michael W. Gregg Senior Vice President and Controller, General Accounting ITEM 7(b) Pro Forma Financial Information The following unaudited pro forma combined statements of income and the unaudited pro forma combined statement of financial position give effect to the acquisitions of the pooled companies by ITW as if they had occurred on (i) January 1, 1995 for the statement of income for the three months ended March 31, 1995, (ii) January 1, 1994 for the statement of income for the year ended December 31, 1994, and (iii) March 31, 1995 for the statement of financial position. The results shown do not purport to reflect the results that would have occurred had ITW acquired the the pooled companies on January 1, 1995, March 31, 1995 or January 1, 1994, or which may occur in the future. The data presented is based on the historical consolidated financial statements of ITW and the pooled companies for the periods ending March 31, 1995, and December 31, 1994, and as of March 31 1995. ILLINOIS TOOL WORKS INC. AND THE POOLED COMPANIES UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1995. (In thousands, except per share amounts) PRO FORMA COMBINED COMBINED ITW AND POOLED POOLED ITW COMPANIES COMPANIES -------------------------------------- OPERATING REVENUES $929,085 $112,280 $1,041,365 OPERATING COSTS 616,022 79,000 695,022 SELLING, ADMINISTRATIVE, AND RESEARCH AND DEVELOPMENT EXPENSES 173,875 21,013 194,888 AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE ASSETS 6,133 263 6,396 -------- -------- --------- OPERATING INCOME 133,055 12,004 145,059 INTEREST EXPENSE (6,159) (1,308) (7,467) AMORTIZATION OF RETIREE HEALTHCARE (1,742) 0 (1,742) OTHER INCOME (EXPENSE) (4,123) (635) (4,758) -------- -------- --------- INCOME BEFORE INCOME TAXES 121,031 10,061 131,092 INCOME TAXES 46,000 2,010 48,010 -------- -------- --------- NET INCOME $ 75,031 $ 8,051 $ 83,082 ======== ======== ========== NET INCOME PER SHARE OF COMMON STOCK $ 0.66 $ 0.69 ======== ========= AVERAGE SHARES OUTSTANDING DURING THE PERIOD 114,032 121,240 ======== ======== ILLINOIS TOOL WORKS INC. AND THE POOLED COMPANIES UNAUDITED PRO FORMA COMBINED STATEMENT OF FINANCIAL POSITION AS OF MARCH 31, 1995 (In thousands) PRO FORMA COMBINED COMBINED ITW AND POOLED POOLED ITW COMPANIES COMPANIES -------------------------------------- CURRENT ASSETS: CASH AND EQUIVALENTS $ 118,712 $ 12,313 $ 131,025 TRADE RECEIVABLES 644,938 66,584 711,522 INVENTORIES 465,961 45,092 511,053 DEFERRED INCOME TAXES 76,541 11,532 88,073 PREPAIDS AND OTHER 63,155 2,806 65,961 CURRENT ASSETS ---------- -------- ---------- 1,369,307 138,327 $1,507,634 ---------- -------- ---------- TOTAL CURRENT ASSETS PLANT AND EQUIPMENT: COST 1,432,041 118,771 1,550,812 ACCUMULATED DEPRECIATION (787,959) (69,520) (8,57,479) ---------- -------- ---------- NET PLANT & EQUIPMENT 644,082 49,251 693,333 ---------- -------- ---------- INVESTMENT IN LEVERAGED LEASES 54,012 0 54,012 ---------- -------- ---------- GOODWILL 380,143 5,201 385,347 ---------- -------- ---------- DEFERRED INCOME TAXES 38,292 17,042 55,334 ---------- -------- ---------- OTHER ASSETS 267,379 15,772 283,151 ---------- -------- ---------- OTHER ASSETS $2,753,215 $225,596 $2,978,811 ========== ======== ========== CURRENT LIABILITIES: SHORT-TERM DEBT $ 69,023 $ 1,507 $ 70,530 ACCOUNTS PAYABLE 174,148 28,803 202,951 ACCRUED EXPENSES 343,927 33,022 376,949 CASH DIVIDENDS PAYABLE 17,117 0 17,117 INCOME TAXES PAYABLE 65,718 2,942 68,660 ---------- -------- ---------- TOTAL CURRENT LIABILITIES 669,933 66,274 736,207 ---------- -------- ---------- NON-CURRENT LIABILITIES: LONG-TERM DEBT 272,014 54,816 326,830 OTHER 200,615 9,574 210,189 ---------- -------- ---------- TOTAL NON-CURRENT LIABILITIES 472,629 64,390 537,019 STOCKHOLDERS' EQUITY: PREFERRED STOCK -- -- -- COMMON STOCK 203,810 30,627 234,437 INCOME REINVESTED IN THE BUSINESS 1,402,086 67,869 1,469,955 ---------- -------- ----------- 1,605,896 98,496 1,704,392 COMMON STOCK HELD IN TREASURY (1,866) 0 (1,866) EQUITY ADJUSTMENT FROM FOREIGN CURRENCY TRANSLATION 6,623 (3,564) 3,059 ---------- -------- ---------- TOTAL STOCKHOLDERS' EQUITY 1,610,653 94,932 1,705,585 ---------- -------- ---------- $2,753,215 $225,596 $2,978,811 ========== ======== ========== ILLINOIS TOOL WORKS INC. AND THE POOLED COMPANIES UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME FOR THE FOR THE YEAR ENDED DECEMBER 31, 1994. (In thousands, except per share amounts) PRO FORMA COMBINED COMBINED ITW AND POOLED POOLED ITW COMPANIES COMPANIES -------------------------------------- OPERATING REVENUES $3,461,315 $373,186 $3,834,501 OPERATING COSTS 2,290,117 264,751 2,557,868 SELLING, ADMINISTRATIVE, AND RESEARCH AND DEVELOPMENT EXPENSES 650,069 74,616 724,685 AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE ASSETS 22,344 1,359 23,703 --------- -------- ---------- OPERATING INCOME 498,785 29,460 528,245 INTEREST EXPENSE (26,943) (5,860) (32,803) AMORTIZATION OF RETIREE HEALTHCARE (6,968) 0 (6,968) OTHER INCOME (EXPENSE) (14,591) (4,166) (18,757) --------- -------- ---------- INCOME BEFORE INCOME TAXES 450,283 19,434 469,717 INCOME TAXES 172,500 6,303 178,803 --------- -------- ---------- NET INCOME $ 277,783 $13,131 $3,290,914 ========= ======= ========== NET INCOME PER SHARE OF COMMON STOCK $ 2.45 $ 2.41 ========= ========== AVERAGE SHARES OUTSTANDING DURING THE PERIOD $ 113,387 $ 120,595 ========== =========== EX-27 2
5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE STATEMENT OF INCOME (UNAUDITED) AND THE STATEMENT OF FINANCIAL POSITION (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1995 JAN-01-1995 MAR-31-1995 131,025 0 711,522 0 511,053 1,507,634 1,550,812 857,479 2,978,811 736,207 326,830 234,437 0 0 1,471,148 2,978,811 1,041,365 1,041,365 695,022 695,022 6,396 0 7,467 131,092 48,010 83,082 0 0 0 83,082 .69 .69
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