-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PaKiWtLxYf598zZgrSZEsH0tCIGLzGRFGB59GTg9eNWDCxEkZD+mabJJPIjKDypo ZmoLjFDoVk7Sm5nJTKSjeg== 0000049826-97-000002.txt : 19970421 0000049826-97-000002.hdr.sgml : 19970421 ACCESSION NUMBER: 0000049826-97-000002 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970418 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: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-25471 FILM NUMBER: 97583684 BUSINESS ADDRESS: STREET 1: 3600 W LAKE AVE CITY: GLENVIEW STATE: IL ZIP: 60025-5811 BUSINESS PHONE: 8477247500 MAIL ADDRESS: STREET 1: 3600 WEST LAKE AVENUE CITY: GLENVIEW STATE: IL ZIP: 60025-5811 S-4 1 FORM S-4 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on April 18, 1997 Registration No. 333-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ FORM S-4 REGISTRATION STATEMENT Under The Securities Act of 1933 ILLINOIS TOOL WORKS INC. (Exact name of registrant as specified in its charter) ------------ Delaware (State or other jurisdiction of incorporation or organization) 3548 (Primary Standard Industrial Classification Code Number) 36-1258310 (I.R.S. Employer Identification No.) 3600 West Lake Avenue Glenview, Illinois 60025 (847) 724-7500 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------ Stewart S. Hudnut Senior Vice President, General Counsel and Secretary Illinois Tool Works Inc. 3600 West Lake Avenue Glenview, Illinois 60025 (847) 724-7500 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------ Approximate date of commencement of proposed sale of the securities to the public: From time to time after the effective date of this Registration Statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ------------ CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------ Title each class Proposed Proposed of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered per share price fee (1) (2) (2) (3) - ------------------------------------------------------------------------ Common Stock, without 5,000,000 par value shares $81.50 $407,500,000 $123,485 - ------------------------------------------------------------------------ (1) Together with an indeterminable number of additional securities in order to adjust the number of securities available for issuance pursuant to this Registration Statement as the result of a stock split, stock dividend or similar transaction affecting the Common Stock, pursuant to 17 C.F.R. ss. 230.416. (2) The amounts are estimates made solely for the purpose of determining the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and are based on the average of the high and low prices of common stock of Illinois Tool Works Inc. as reported by The Wall Street Journal as New York Stock Exchange - Composite Transaction for April 14, 1997. (3) In addition, pursuant to Rule 429 under the Securities Act of 1933, as amended, 4,915,595 shares covered by Form S-4 Registration Statement No. 33-60013 are being carried forward. A registration fee of $170,905 was paid with such Registration Statement. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. =============================================================================== Pursuant to Rule 429, the Prospectus included in this Registration Statement also relates to shares registered on Form S-4 Registration Statement No. 33-60013. Subject to Completion Dated April 18, 1997 PROSPECTUS 9,915,595 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 9,915,595 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 and Chicago Stock Exchanges under the symbol "ITW." On April 14, 1997, the closing sale price for ITW Common Stock on the New York Stock Exchange was $82 3/8 per share. 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 April __, 1997. SIDE: [Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.] 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: Suite 1400, Citicorp 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 and such material may be accessed electronically by means of the Commission s home page on the Internet at http://www.sec.gov. 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, exhibits and schedules, 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 or in any document incorporated by reference 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 or an incorporated document, 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. 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 that 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. 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 365 operations in 34 countries. ITW's business units are divided into three segments: Engineered Components, Industrial Systems and Consumables, and Leasing and Investments. Products in ITW's Engineered Components segment include short lead-time plastic and metal components, fasteners and assemblies; industrial fluids and adhesives; fastening tools; and welding products. Industrial Systems and Consumables' products include longer lead-time systems and related consumables for consumer and industrial packaging; marking, labeling and identification systems; industrial spray coating equipment and systems; and quality assurance equipment and systems. Leasing and Investments' activities consist of making opportunistic investments that optimally utilize ITW's cash flow and provide high returns with minimal risk. The principal executive offices of ITW are located at 3600 West Lake Avenue, Glenview, Illinois 60025, (847)724-7500. Information Incorporated by Reference The following documents previously filed by ITW with the Commission (File No. 1-4797) pursuant to the Exchange Act are incorporated by reference in this Prospectus: 1. ITW's Annual Report on Form 10-K for the year ended December 31, 1996. 2. Current Report on Form 8-K dated April 18, 1997, which includes the description of ITW's capital stock. 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 that 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 that 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, (847) 724-7500. 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 1,500 shares of ITW Common Stock and holds options to acquire an additional 35,000 shares of Common Stock. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 20. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law provides that the Company may, and in some circumstances must, indemnify the directors and officers of the Company against liabilities and expenses incurred by any such person by reason of the fact that such person was serving in such capacity, subject to certain limitations and conditions therein set forth. Substantially similar provisions that require such indemnification are contained in Article V of the Company's By-Laws. Article Thirteenth of the Company's Restated Certificate of Incorporation, as amended, also contains provisions limiting the liability of the Company's directors in certain instances. In addition, the Company has purchased insurance as permitted by Delaware law on behalf of directors, officers, employees or agents, which may cover liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Item 21. Exhibits and Financial Statement Schedules The following exhibits are filed as part of this Registration Statement: Exhibit Number Description of Exhibit 3(i) Restated Certificate of Incorporation, of Illinois Tool Works Inc., as amended, filed as Exhibit 4(a) to the Company's Registration Statement on Form S-8 (Registration No. 33-53517) filed with the Securities and Exchange Commission on May 6, 1994 and incorporated herein by reference. 3(ii) By-Laws, of Illinois Tool Works Inc., as amended, filed as Exhibit 4.3 to the Company's Registration Statement on Form S-8 (Registration Statement No. 333-17473) filed with the Securities and Exchange Commission on December 9, 1996, and incorporated herein by reference. 5 Opinion of Stewart S. Hudnut, Senior Vice President, General Counsel and Secretary regarding the validity of the shares of Common Stock being registered. 10 Illinois Tool Works Inc. 1996 Stock Incentive Plan, as amended. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Stewart S. Hudnut (included in Exhibit 5). 24 Powers of Attorney of directors of the Company. Item 22. Undertakings The undersigned Registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii)To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the effective Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (d) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (e) That, prior to any public reoffering of the securities registered hereunder through use of a prospectus which is part of this Registration Statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the Registrant undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form. (f) Every prospectus (i) that is filed pursuant to the paragraph immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the Registration Statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (g) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form S-4 within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request. (h) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glenview, State of Illinois, on April 18, 1997. ILLINOIS TOOL WORKS INC. By: /s/ W. James Farrell - ----------------------------------------------- Director, Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on April 18, 1997. Signature Title /s/ Michael W. Gregg --------------------------------------------- Senior Vice President and Michael W. Gregg Controller, Accounting Principal Accounting and Financial Officer) * --------------------------------------------- Director Julius W. Becton, Jr. * --------------------------------------------- Director Michael J. Birck * --------------------------------------------- Director Marvin D. Brailsford * --------------------------------------------- Director Susan Crown * --------------------------------------------- Director H. Richard Crowther * --------------------------------------------- Chairman and Chief W. James Farrell Executive Officer; Director * --------------------------------------------- Director L. Richard Flury * --------------------------------------------- Director Richard M. Jones * --------------------------------------------- Director George D. Kennedy * --------------------------------------------- Director Richard H. Leet * --------------------------------------------- Director Robert C. McCormack * --------------------------------------------- Director Phillip B. Rooney * --------------------------------------------- Director Harold B. Smith * --------------------------------------------- Director Ormand J. Wade *By: /s/ W. James Farrrell -------------------------------------------- (W. James Farrell as Attorney-in-Fact) Exhibit Number Description of Exhibits 3(i) Restated Certificate of Incorporation, of Illinois Tool Works Inc., as amended, filed as Exhibit 4(a) to the Company's Registration Statement on Form S-8 (Registration No. 33-53517) filed with the Securities and Exchange Commission on May 6, 1994 and incorporated herein by reference. 3(ii) By-Laws, of Illinois Tool Works Inc., as amended, filed as Exhibit 4.3 to the Company's Registration Statement on Form S-8 (Registration Statement No. 333-17473) filed with the Securities and Exchange Commission on December 9, 1996, and incorporated herein by reference. 5 Opinion of Stewart S. Hudnut, Senior Vice President, General Counsel and Secretary regarding the validity of the shares of Common Stock being registered. 10 Illinois Tool Works Inc. 1996 Stock Incentive Plan, as amended. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Stewart S. Hudnut (included in Exhibit 5). 24 Powers of Attorney of directors of the Company. EX-5 2 OPINION OF STEWART S. HUDNUT Exhibit 5 April 18, 1997 Illinois Tool Works Inc. 3600 West Lake Avenue Glenview, Illinois 60025 5,000,000 Shares of Common Stock, without par value ------------------------------------------- Dear Sir/Madam: I have acted as counsel for Illinois Tool Works Inc. (the "Company") in connection with the registration under the Securities Act of 1933, as amended, of 5,000,000 shares (the "Shares") of the Company's Common Stock, currently without par value, which may be issued by the Company from time to time in the future in connection with the acquisition of other companies. As General Counsel of the Company, I am familiar with the corporate proceedings taken by the Company to authorize the registration of the Shares. I also have participated in the preparation of the Company's Registration Statement on Form S-4 with respect to the Shares (the "Registration Statement") and have examined such other documents and such legal authorities as I have deemed relevant for purposes of this opinion. Based upon the foregoing, I am of the opinion that the Shares, when issued in connection with transactions of the type described in the Registration Statement, will be duly authorized, validly issued and fully paid and nonassessable. I consent to the reference to me under the caption "Legal Matters" in the Prospectus relating to the Shares and constituting a part of the Registration Statement and to the filing of this opinion as an exhibit to such Registration Statement. Very Truly Yours, /s/ Stewart S. Hudnut - ----------------------------------------------------- Stewart S. Hudnut Dated: April 4, 1997 EX-10 3 1996 STOCK INCENTIVE Exhibit 10 Illinois Tool Works Inc. 1996 Stock Incentive Plan Adopted by the Board of Directors on February 16, 1996 and by the Stockholders on May 3, 1996 -i- TABLE OF CONTENTS Section 1. Purpose.....................................................1 Section 2. Definitions.................................................1 Section 3. Administration..............................................3 Section 4. Common Stock Subject to Plan................................3 Section 5. Options..................... ...............................3 Section 6. Stock Awards................. ..............................4 Section 7. Performance Units............. .............................5 Section 8. Stock Appreciation Rights...... ............................5 Section 9. Termination of Employment....... ...........................6 Section 10. Adjustment Provisions.......................................7 Section 11. Term........................................................7 Section 12. Corporate Change................. ..........................7 Section 13. General Provisions..........................................7 Section 14. Amendment or Discontinuance of the Plan.....................8 -9- Illinois Tool Works Inc. 1996 Stock Incentive Plan Section 1. Purpose The purpose of the Plan is to encourage Key Employees to have a greater financial investment in the Company through ownership of its Common Stock. The Plan is an amendment and restatement of the 1979 Stock Incentive Plan (the "1979 Plan"). The terms of the Plan will apply to all outstanding Incentives granted under the 1979 Plan, including those pertaining to a Corporate Change and termination of employment as described below. No additional Incentives will be granted under the 1979 Plan. Section 2. Definitions Board: The Board of Directors of the Company. Code: The Internal Revenue Code of 1986, as amended. Committee: The Compensation Committee of the Board or such other committee as shall be appointed by the Board to administer the Plan pursuant to Section 3. Common Stock: The Common Stock, without par value, of the Company or such other class of shares or other securities as may be applicable pursuant to the provisions of Section 10. Company: Illinois Tool Works Inc., a Delaware corporation, and any successor thereto. Corporate Change: Any of the following: (i) the dissolution of the Company; (ii) the merger, consolidation, or reorganization of the Company with any other corporation after which the holders of Common Stock immediately prior to the effective date thereof hold less than 70% of the outstanding common stock of the surviving or resulting entity; (iii) the sale of all or substantially all of the assets of the Company to any person or entity other than a wholly owned subsidiary; (iv) any person or group of persons acting in concert, other than descendants of Byron L. Smith and trusts for the benefit of such descendants, or entity becomes the beneficial owner, directly or indirectly, of more than 30% of the outstanding Common Stock; or (v) the individuals who, as of the close of the most recent annual meeting of the Company's stockholders, are members of the Board (the "Existing Directors") cease for any reason to constitute more than 50% of the Board; provided, however, that if the election, or nomination for election, by the Company's stockholders of any new director was approved by a vote of at least 50% of the Existing Directors, such new director shall be considered an Existing Director; provided further, however, that no individual shall be considered an Existing Director if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 under the Securities Exchange Act of 1934) or other actual or threatened solicitation of proxies by or on behalf of anyone other than the Board (a "Proxy Contest"), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest. Covered Employee: A Key Employee who is or is expected to be a "covered employee" within the meaning of Code Section 162(m) and the related regulations for the year in which an Incentive is taxable to such employee and for whom the Committee intends that such Incentive qualify as performance-based compensation under Code Section 162(m). Disability: Eligible for Social Security disability benefits or disability benefits under the Company's long-term disability plan, based upon a determination by the Committee that the condition arose prior to termination of employment. Fair Market Value: The average of the highest and lowest price at which Common Stock was traded on the relevant date, as reported in the "NYSE-Composite Transactions" section of the Midwest Edition of The Wall Street Journal, or, if no sales of Common Stock were reported for that date, on the most recent preceding date on which Common Stock was traded. Incentive Stock Option: As defined in Code Section 422. Incentives: Options (including Incentive Stock Options), Stock Awards, Performance Units and Stock Appreciation Rights. Key Employee: An employee of the Company approved by the Committee for participation in the Plan on the basis of his or her ability to contribute significantly to the growth and profitability of the Company. Option: An option to purchase shares of Common Stock granted to a Key Employee pursuant to Section 5. Performance Unit: A unit representing a cash sum or one or more shares of Common Stock that is granted to a Key Employee pursuant to Section 7. Plan: The Illinois Tool Works Inc. 1996 Stock Incentive Plan, as amended from time to time. Restricted Shares: Shares of Common Stock issued subject to restrictions pursuant to Section 6(b). Retirement: Termination of employment while eligible for retirement as defined by the Company's tax-qualified defined benefit retirement plan. Stock Appreciation Right or Right: An award granted to a Key Employee pursuant to Section 8. Stock Award: An award of Common Stock granted to a Key Employee pursuant to Section 6. Stock Ownership Guidelines: The stock ownership guidelines adopted by the Board, as amended from time to time. Section 3. Administration (a) Committee. The Plan shall be administered by the Committee. To the extent required to comply with Rule 16b-3 under the Securities Exchange Act of 1934, each member of the Committee shall qualify as a "non-employee director" as defined therein. To the extent required to comply with Code Section 162(m) and the related regulations, each member of the Committee shall qualify as an "outside director" as defined therein. (b) Authority of the Committee. The Committee shall have the authority to approve Key Employees for participation; to construe and interpret the Plan; to establish, amend or waive rules and regulations for its administration; and to accelerate the exercisability of any Incentive or the termination of any restriction under any Incentive. Incentives may be subject to such provisions as the Committee shall deem advisable, and may be amended by the Committee from time to time; provided that no such amendment may adversely affect the rights of the holder of an Incentive without such holder's consent, and no amendment, as it applies to any Covered Employee, shall be made that would cause an Incentive granted to such Covered Employee to fail to satisfy the performance-based compensation exemption under Code Section 162(m) and the related regulations. Section 4. Common Stock Subject to Plan Subject to Section 10, the aggregate shares of Common Stock that may be issued under the Plan, including Common Stock authorized but not issued or reserved for issuance under the 1979 Plan, shall not exceed 10,000,000. In the event of a lapse, expiration, termination, forfeiture or cancellation of any Incentive granted under the Plan or the 1979 Plan without the issuance of shares or payment of cash, the Common Stock subject to or reserved for such Incentive may be used again for a new Incentive hereunder; provided that in no event may the number of shares of Common Stock issued hereunder exceed the total number of shares reserved for issuance. Any shares of Common Stock withheld or surrendered to pay withholding taxes pursuant to Section 13(e) or withheld or surrendered in full or partial payment of the exercise price of an Option pursuant to Section 5(e) shall be added to the aggregate shares of Common Stock available for issuance. Section 5. Options (a) Price. The exercise price per share of an Option shall be not less than the Fair Market Value on the grant date. (b) Limitations. The exercise price of Incentive Stock Options exercisable for the first time by a Key Employee during any calendar year shall not exceed $100,000. Options for more than 500,000 shares of Common Stock may not be granted in any calendar year to any Key Employee. No Incentive Stock Options may be granted after April 30, 2006. (c) Required Period of Employment. The Committee may condition the exercisability of any Option on the completion of a minimum period of employment. (d) Duration. Each Option shall expire at such time as the Committee may determine at the time of grant, provided that Incentive Stock Options must expire not later than ten years from the grant date. (e) Payment. The exercise price of an Option shall be paid in full at the time of exercise in cash, through the surrender or withholding of Common Stock having a value equal to the exercise price, or by a combination of the foregoing. (f) Grant of Restorative Options. The Committee shall grant to any Key Employee a restorative Option to purchase additional shares of Common Stock equal to the number of shares delivered by the Key Employee in payment of the exercise price of an Option. The terms of a restorative Option shall be identical to the terms of the exercised Option, except that the exercise price shall be not less than the Fair Market Value on the grant date of the restorative Option. Section 6. Stock Awards (a) Grant of Stock Awards. Stock Awards may be made on terms and conditions fixed by the Committee. Stock Awards may be in the form of Restricted Shares authorized pursuant to Section 6(b). Officers who are covered by the Stock Ownership Guidelines may elect to receive up to 50% of their Executive Incentive Plan awards in shares of Common Stock. The recipient of Common Stock pursuant to a Stock Award shall be a stockholder of the Company with respect thereto, fully entitled to receive dividends, vote and exercise all other rights of a stockholder except to the extent otherwise provided in the Stock Award. Stock Awards (including Restricted Share awards) for more than 500,000 shares of Common Stock may not be granted in any calendar year to any Key Employee. (b) Restricted Shares. Restricted Shares may not be sold by the holder, or subject to execution, attachment or similar process, until the lapse of the applicable restriction period or satisfaction of other conditions specified by the Committee. If the Committee intends the Restricted Shares granted to any Covered Employee to satisfy the performance-based compensation exemption under Code Section 162(m) ("Qualifying Restricted Shares"), the extent to which the Qualifying Restricted Shares will vest shall be based on the attainment of performance goals established in writing prior to commencement of the performance period by the Committee from the list in Section 7(a). The level of attainment of such performance goals and the corresponding number of vested Qualifying Restricted Shares shall be certified by the Committee in writing pursuant to Code Section 162(m) and the related regulations. Section 7. Performance Units (a) Value of Performance Units. Prior to the commencement of the performance period, the Committee shall establish in writing an initial target value or number of shares of Common Stock for the Performance Units to be granted to a Key Employee, the duration of the performance period, and the specific performance goals to be attained, including performance levels at which various percentages of Performance Units will be earned and, for Covered Employees, the minimum level of attainment to be met to earn any portion of the Performance Units. If the Committee intends the Performance Units granted to any Covered Employee to satisfy the performance-based compensation exemption under Code Section 162(m) ("Qualifying Performance Units"), the performance goals shall be based on one or more of the following objective criteria: generation of free cash, earnings per share, revenues, market share, stock price, cash flow, retained earnings, results of customer satisfaction surveys, aggregate product price and other product price measures, safety record, acquisition activity, management succession planning, improved asset management, improved gross margins, increased inventory turns, product development and liability, research and development integration, proprietary protections, legal effectiveness, handling SEC or environmental issues, manufacturing efficiencies, system review and improvement, service reliability and cost management, operating expense ratios, total stockholder return, return on sales, return on equity, return on capital, return on assets, return on investment, net income, operating income, and the attainment of one or more performance goals relative to the performance of other corporations. (b) Payment of Performance Units. After the end of a performance period, the Committee shall certify in writing the extent to which performance goals have been met and shall compute the payout to be received by each Key Employee. With respect to Qualifying Performance Units, for any calendar year, the maximum amount payable in cash to any Covered Employee shall be $5,000,000, and the aggregate shares of Common Stock that may be issued to any Covered Employee is 500,000. The Committee may not adjust upward the amount payable to any Covered Employee with respect to Qualifying Performance Units. Section 8. Stock Appreciation Rights (a) Grant of Stock Appreciation Rights. Stock Appreciation Rights may be granted in connection with an Option (at the time of the grant or at any time thereafter) or may be granted independently. Stock Appreciation Rights for more than 500,000 shares of Common Stock may not be granted to any Key Employee in any calendar year. (b) Value of Stock Appreciation Rights. The holder of a Stock Appreciation Right granted in connection with an Option, upon surrender of that Option, will receive cash or shares of Common Stock equal in value to the lesser of (i) the excess of the Fair Market Value on the exercise date over the Option's exercise price or (ii) the exercise price of the Option that is surrendered, multiplied by the number of shares covered by such Option. The holder of a Stock Appreciation Right granted independently of an Option, upon exercise of that Right, will receive cash or shares of Common Stock equal in value to the lesser of (i) the excess of the Fair Market Value on the exercise date over the Fair Market Value on the grant date or (ii) the Fair Market Value on the grant date, multiplied by the number of shares covered by such Right. Section 9. Termination of Employment (a) Forfeiture of Incentives Upon Termination of Employment. Except as may be determined otherwise by the Committee, all unvested Options, Rights and Stock Awards and all unpaid Performance Units shall be forfeited upon termination of employment for reasons other than Retirement, Disability or death. (b) Vesting Upon Retirement, Disability or Death. Subject to Section 13(g), upon termination of employment by reason of Retirement, Disability or death, all unvested Options, Rights and Stock Awards shall become fully vested and any Performance Units shall become payable to the extent provided in Section 9(c)(ii). (c) Treatment of Incentives Following Termination. (i) Options and Stock Appreciation Rights. (A) Termination Due to Retirement, Disability or Death. Upon termination of employment by reason of Retirement or Disability, Options shall be exercisable not later than the earlier of five years after the termination date or the expiration of the term of the Options. Options held by a Key Employee who dies while employed by the Company or after terminating by reason of Retirement or Disability shall be exercisable by the Key Employee's estate not later than the earliest of two years after the date of death, five years after the date of termination due to Retirement or Disability, or the expiration of the term of the Options. (B) Termination for Other Reasons. Upon termination of employment for any reason other than Retirement, Disability or death, all unvested Options shall be forfeited as provided in Section 9(a) and any Options vested prior to such termination may be exercised by a Key Employee during the three-month period commencing on the date of termination, but not later than the expiration of the term of the Options. If a Key Employee dies during such post-employment period, such Key Employee's estate may exercise the Options (to the extent such Options were vested and exercisable at the date of termination of employment), but not later than the earlier of two years after the date of death or the expiration of the term of the Options. (C) Stock Appreciation Rights. Sections 9(c)(i)(A) and (B) shall apply in the same manner to Stock Appreciation Rights. (ii) Performance Units. If a Key Employee terminates employment by reason of Retirement, Disability or death, the Key Employee or such Key Employee's estate in the event of death shall receive a prorated payment of the Key Employee's Performance Units based on the number of full months of service completed by the Key Employee during the applicable performance period, adjusted based on the achievement of performance goals during the performance period. Payment shall be made at the time payments would have been made had the Key Employee not terminated by reason of Retirement, Disability or death. Section 10. Adjustment Provisions In the event of a stock split, stock dividend, recapitalization, reclassification or combination of shares, merger, sale of assets or similar event, the Committee shall adjust equitably (a) the number and class of shares or other securities that are reserved for issuance under the Plan, (b) the number and class of shares or other securities that have not been issued under outstanding Incentives, and (c) the appropriate Fair Market Value and other price determinations applicable to Incentives. Section 11. Term The Plan shall be deemed adopted and shall become effective on the date it is approved by the stockholders of the Company and shall continue until terminated by the Board or no Common Stock remains available for issuance under Section 4, whichever occurs first. Section 12. Corporate Change In the event of a Corporate Change, all Incentives shall vest in each Key Employee, and the maximum value of each Key Employee's Performance Units, prorated for the number of full months of service completed by the Key Employee during the applicable performance period, shall immediately be paid in cash to the Key Employee. Section 13. General Provisions (a) Employment. Nothing in the Plan or in any related instrument shall confer upon any employee any right to continue in the employ of the Company or shall affect the right of the Company to terminate the employment of any employee with or without cause. (b) Legality of Issuance of Shares. No Common Stock shall be issued pursuant to an Incentive unless and until all legal requirements applicable to such issuance have been satisfied. (c) Ownership of Common Stock Allocated to Plan. No employee (individually or as a member of a group), and no beneficiary or other person claiming under or through such employee, shall have any right, title or interest in or to any Common Stock allocated or reserved for purposes of the Plan or subject to any Incentive except as to shares of Common Stock, if any, as shall have been issued to such employee. (d) Governing Law. The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Illinois. (e) Withholding of Taxes. The Company may withhold, or allow an Incentive holder to remit to the Company, any Federal, state or local taxes applicable to any grant, exercise, vesting, distribution or other event giving rise to income tax liability with respect to an Incentive. An Incentive holder may elect to surrender previously acquired Common Stock or to have the Company withhold Common Stock that would otherwise have been issued pursuant to the exercise of an Option or in connection with any other Incentive, the number of shares of such withheld or surrendered Common Stock to be sufficient to satisfy all or a portion of the income tax liability that arises upon the exercise, vesting, distribution or other event giving rise to income tax liability with respect to an Incentive. (f) Non-transferability; Exceptions. Except as provided in this Section 13(f), no Incentive may be assigned or subjected to any encumbrance, pledge or charge of any nature. Under such rules and procedures as the Committee may establish, the holder of an Incentive may transfer such Incentive to members of the holder's immediate family (i.e., children, grandchildren and spouse) or to one or more trusts for the benefit of such family members or to partnerships in which such family members are the only partners, provided that (i) the agreement, if any, with respect to such Incentives, expressly so permits or is amended to so permit, (ii) the holder does not receive any consideration for such transfer, and (iii) the holder provides such documentation or information concerning any such transfer or transferee as the Committee may reasonably request. Any Incentives held by any transferees shall be subject to the same terms and conditions that applied immediately prior to their transfer. The Committee may also amend the agreements applicable to any outstanding Incentives to permit such transfers. Any Incentive not granted pursuant to any agreement expressly permitting its transfer or amended expressly to permit its transfer shall not be transferable. Such transfer rights shall in no event apply to any Incentive Stock Option. (g) Forfeiture of Incentives. Except for an Incentive that becomes vested pursuant to Section 12, the Committee may immediately forfeit an Incentive, whether vested or unvested, if the holder competes with the Company or engages in conduct that, in the opinion of the Committee, adversely affects the Company. Section 14. Amendment or Discontinuance of the Plan (a) Amendment or Discontinuance. The Plan may be amended or discontinued by the Board from time to time, provided that without the approval of stockholders, no amendment shall be made which (i) amends Section 4 to increase the aggregate Common Stock that may be issued pursuant to Incentives, (ii) amends the provisions of Section 12, (iii) permits any person who is not a Key Employee to be granted an Incentive, (iv) permits Common Stock to be valued at, or permits the exercise price of Options at the grant date, to be less than Fair Market Value, (v) amends the provisions of Section 8 to change the method of establishing the amount the Company shall distribute upon exercise of a Stock Appreciation Right, (vi) amends the provisions of Section 7(b) to increase the value which may be specified for Performance Units or amends any other provision of the Plan, the amendment of which would require stockholder approval in order to continue to satisfy the performance-based compensation exemption under Code Section 162(m) and the related regulations with respect to any Incentive awarded to any Covered Employee, (vii) changes the maximum number of shares of Common Stock that may be awarded to any employee in any year pursuant to Options, Stock Awards or Stock Appreciation Rights, or (viii) amends this Section 14. (b) Effect of Amendment or Discontinuance on Incentives. No amendment or discontinuance of the Plan by the Board or the stockholders of the Company shall adversely affect any Incentive theretofore granted without the consent of the holder. EX-23 4 CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated January 28, 1997, included and incorporated by reference in Illinois Tool Works Inc.'s Form 10-K for the year ended December 31, 1996, and to all references to our Firm included in this registration statement. Arthur Andersen LLP Chicago, Illinois April 18, 1997 EX-24 5 POWERS OF ATTORNEY Exhibit 24 POWER OF ATTORNEY The undersigned hereby constitutes and appoints W. James Farrell, Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true and lawful attorneys-in-fact, each with full power and authority (acting alone and without the others), for the purpose of executing, in the name and on behalf of the undersigned as a director of Illinois Tool Works Inc., a Delaware corporation (the "Company"), a registration statement on Form S-4 for the registration under the Securities Act of 1933, as amended, of the Company's common stock and any and all amendments to such registration statement, and to deliver on behalf of the undersigned such registration statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto such attorneys-in-fact, and any of them, full power of substitution and revocation in the premises, and hereby ratifies and confirms all that such attorneys-in-fact, or any of them, may do or cause to be done by virtue of these presents. /s/ Julius W. Becton, Jr. - ----------------------------------------------------- Julius W. Becton, Jr. Dated: August 2, 1996 POWER OF ATTORNEY The undersigned hereby constitutes and appoints W. James Farrell, Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true and lawful attorneys-in-fact, each with full power and authority (acting alone and without the others), for the purpose of executing, in the name and on behalf of the undersigned as a director of Illinois Tool Works Inc., a Delaware corporation (the "Company"), a registration statement on Form S-4 for the registration under the Securities Act of 1933, as amended, of the Company's common stock and any and all amendments to such registration statement, and to deliver on behalf of the undersigned such registration statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto such attorneys-in-fact, and any of them, full power of substitution and revocation in the premises, and hereby ratifies and confirms all that such attorneys-in-fact, or any of them, may do or cause to be done by virtue of these presents. /s/ Michael J. Birck - ----------------------------------------------------- Michael J. Birck Dated: August 2, 1996 POWER OF ATTORNEY The undersigned hereby constitutes and appoints W. James Farrell, Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true and lawful attorneys-in-fact, each with full power and authority (acting alone and without the others), for the purpose of executing, in the name and on behalf of the undersigned as a director of Illinois Tool Works Inc., a Delaware corporation (the "Company"), a registration statement on Form S-4 for the registration under the Securities Act of 1933, as amended, of the Company's common stock and any and all amendments to such registration statement, and to deliver on behalf of the undersigned such registration statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto such attorneys-in-fact, and any of them, full power of substitution and revocation in the premises, and hereby ratifies and confirms all that such attorneys-in-fact, or any of them, may do or cause to be done by virtue of these presents. /s/ Marvin D. Brailsford - ----------------------------------------------------- Marvin D. Brailsford Dated: February 14, 1997 POWER OF ATTORNEY The undersigned hereby constitutes and appoints W. James Farrell, Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true and lawful attorneys-in-fact, each with full power and authority (acting alone and without the others), for the purpose of executing, in the name and on behalf of the undersigned as a director of Illinois Tool Works Inc., a Delaware corporation (the "Company"), a registration statement on Form S-4 for the registration under the Securities Act of 1933, as amended, of the Company's common stock and any and all amendments to such registration statement, and to deliver on behalf of the undersigned such registration statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto such attorneys-in-fact, and any of them, full power of substitution and revocation in the premises, and hereby ratifies and confirms all that such attorneys-in-fact, or any of them, may do or cause to be done by virtue of these presents. /s/ Susan Crown - ----------------------------------------------------- Susan Crown Dated: August 2, 1996 POWER OF ATTORNEY The undersigned hereby constitutes and appoints W. James Farrell, Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true and lawful attorneys-in-fact, each with full power and authority (acting alone and without the others), for the purpose of executing, in the name and on behalf of the undersigned as a director of Illinois Tool Works Inc., a Delaware corporation (the "Company"), a registration statement on Form S-4 for the registration under the Securities Act of 1933, as amended, of the Company's common stock and any and all amendments to such registration statement, and to deliver on behalf of the undersigned such registration statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto such attorneys-in-fact, and any of them, full power of substitution and revocation in the premises, and hereby ratifies and confirms all that such attorneys-in-fact, or any of them, may do or cause to be done by virtue of these presents. /s/ H. Richard Crowther - ----------------------------------------------------- H. Richard Crowther Dated: August 2, 1996 POWER OF ATTORNEY The undersigned hereby constitutes and appoints W. James Farrell, Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true and lawful attorneys-in-fact, each with full power and authority (acting alone and without the others), for the purpose of executing, in the name and on behalf of the undersigned as a director of Illinois Tool Works Inc., a Delaware corporation (the "Company"), a registration statement on Form S-4 for the registration under the Securities Act of 1933, as amended, of the Company's common stock and any and all amendments to such registration statement, and to deliver on behalf of the undersigned such registration statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto such attorneys-in-fact, and any of them, full power of substitution and revocation in the premises, and hereby ratifies and confirms all that such attorneys-in-fact, or any of them, may do or cause to be done by virtue of these presents. /s/ W. James Farrell - ----------------------------------------------------- W. James Farrell Dated: August 2, 1996 POWER OF ATTORNEY The undersigned hereby constitutes and appoints W. James Farrell, Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true and lawful attorneys-in-fact, each with full power and authority (acting alone and without the others), for the purpose of executing, in the name and on behalf of the undersigned as a director of Illinois Tool Works Inc., a Delaware corporation (the "Company"), a registration statement on Form S-4 for the registration under the Securities Act of 1933, as amended, of the Company's common stock and any and all amendments to such registration statement, and to deliver on behalf of the undersigned such registration statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto such attorneys-in-fact, and any of them, full power of substitution and revocation in the premises, and hereby ratifies and confirms all that such attorneys-in-fact, or any of them, may do or cause to be done by virtue of these presents. /s/ L. Richard Flury - ----------------------------------------------------- L. Richard Flury Dated: August 2, 1996 POWER OF ATTORNEY The undersigned hereby constitutes and appoints W. James Farrell, Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true and lawful attorneys-in-fact, each with full power and authority (acting alone and without the others), for the purpose of executing, in the name and on behalf of the undersigned as a director of Illinois Tool Works Inc., a Delaware corporation (the "Company"), a registration statement on Form S-4 for the registration under the Securities Act of 1933, as amended, of the Company's common stock and any and all amendments to such registration statement, and to deliver on behalf of the undersigned such registration statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto such attorneys-in-fact, and any of them, full power of substitution and revocation in the premises, and hereby ratifies and confirms all that such attorneys-in-fact, or any of them, may do or cause to be done by virtue of these presents. /s/ Richard M. Jones - ----------------------------------------------------- Richard M. Jones Dated: August 2, 1996 POWER OF ATTORNEY The undersigned hereby constitutes and appoints W. James Farrell, Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true and lawful attorneys-in-fact, each with full power and authority (acting alone and without the others), for the purpose of executing, in the name and on behalf of the undersigned as a director of Illinois Tool Works Inc., a Delaware corporation (the "Company"), a registration statement on Form S-4 for the registration under the Securities Act of 1933, as amended, of the Company's common stock and any and all amendments to such registration statement, and to deliver on behalf of the undersigned such registration statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto such attorneys-in-fact, and any of them, full power of substitution and revocation in the premises, and hereby ratifies and confirms all that such attorneys-in-fact, or any of them, may do or cause to be done by virtue of these presents. /s/ George D. Kennedy - ----------------------------------------------------- George D. Kennedy Dated: August 2, 1996 POWER OF ATTORNEY The undersigned hereby constitutes and appoints W. James Farrell, Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true and lawful attorneys-in-fact, each with full power and authority (acting alone and without the others), for the purpose of executing, in the name and on behalf of the undersigned as a director of Illinois Tool Works Inc., a Delaware corporation (the "Company"), a registration statement on Form S-4 for the registration under the Securities Act of 1933, as amended, of the Company's common stock and any and all amendments to such registration statement, and to deliver on behalf of the undersigned such registration statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto such attorneys-in-fact, and any of them, full power of substitution and revocation in the premises, and hereby ratifies and confirms all that such attorneys-in-fact, or any of them, may do or cause to be done by virtue of these presents. /s/ Richard H. Leet - ----------------------------------------------------- Richard H. Leet Dated: August 2, 1996 POWER OF ATTORNEY The undersigned hereby constitutes and appoints W. James Farrell, Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true and lawful attorneys-in-fact, each with full power and authority (acting alone and without the others), for the purpose of executing, in the name and on behalf of the undersigned as a director of Illinois Tool Works Inc., a Delaware corporation (the "Company"), a registration statement on Form S-4 for the registration under the Securities Act of 1933, as amended, of the Company's common stock and any and all amendments to such registration statement, and to deliver on behalf of the undersigned such registration statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto such attorneys-in-fact, and any of them, full power of substitution and revocation in the premises, and hereby ratifies and confirms all that such attorneys-in-fact, or any of them, may do or cause to be done by virtue of these presents. /s/ Robert C. McCormack - ----------------------------------------------------- Robert C. McCormack Dated: August 2, 1996 POWER OF ATTORNEY The undersigned hereby constitutes and appoints W. James Farrell, Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true and lawful attorneys-in-fact, each with full power and authority (acting alone and without the others), for the purpose of executing, in the name and on behalf of the undersigned as a director of Illinois Tool Works Inc., a Delaware corporation (the "Company"), a registration statement on Form S-4 for the registration under the Securities Act of 1933, as amended, of the Company's common stock and any and all amendments to such registration statement, and to deliver on behalf of the undersigned such registration statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto such attorneys-in-fact, and any of them, full power of substitution and revocation in the premises, and hereby ratifies and confirms all that such attorneys-in-fact, or any of them, may do or cause to be done by virtue of these presents. /s/ Phillip B. Rooney - ----------------------------------------------------- Phillip B. Rooney Dated: August 2, 1996 POWER OF ATTORNEY The undersigned hereby constitutes and appoints W. James Farrell, Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true and lawful attorneys-in-fact, each with full power and authority (acting alone and without the others), for the purpose of executing, in the name and on behalf of the undersigned as a director of Illinois Tool Works Inc., a Delaware corporation (the "Company"), a registration statement on Form S-4 for the registration under the Securities Act of 1933, as amended, of the Company's common stock and any and all amendments to such registration statement, and to deliver on behalf of the undersigned such registration statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto such attorneys-in-fact, and any of them, full power of substitution and revocation in the premises, and hereby ratifies and confirms all that such attorneys-in-fact, or any of them, may do or cause to be done by virtue of these presents. /s/ Harold B. Smith - ----------------------------------------------------- Harold B. Smith Dated: August 2, 1996 POWER OF ATTORNEY The undersigned hereby constitutes and appoints W. James Farrell, Stewart S. Hudnut, Frank S. Ptak and Harold B. Smith, and each of them, his true and lawful attorneys-in-fact, each with full power and authority (acting alone and without the others), for the purpose of executing, in the name and on behalf of the undersigned as a director of Illinois Tool Works Inc., a Delaware corporation (the "Company"), a registration statement on Form S-4 for the registration under the Securities Act of 1933, as amended, of the Company's common stock and any and all amendments to such registration statement, and to deliver on behalf of the undersigned such registration statement and any and all amendments thereto, as each thereof is so executed, for filing with the Securities and Exchange Commission. The undersigned hereby grants unto such attorneys-in-fact, and any of them, full power of substitution and revocation in the premises, and hereby ratifies and confirms all that such attorneys-in-fact, or any of them, may do or cause to be done by virtue of these presents. /s/ Ormand J. Wade - ----------------------------------------------------- Ormand J. Wade Dated: August 2, 1996 -----END PRIVACY-ENHANCED MESSAGE-----