-----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, Bkte2iSRk5vK/lWsXzBBS6B4So7+/A4LntwweR4HpiaWJhepu9r/FDUmQJCv6Puf yBOGi/ghXAOx9UEYM6MSpg== 0000895813-03-000138.txt : 20030530 0000895813-03-000138.hdr.sgml : 20030530 20030530164830 ACCESSION NUMBER: 0000895813-03-000138 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030530 EFFECTIVENESS DATE: 20030530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ILLINOIS TOOL WORKS INC CENTRAL INDEX KEY: 0000049826 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 361258310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-105731 FILM NUMBER: 03726441 BUSINESS ADDRESS: STREET 1: 3600 W LAKE AVE CITY: GLENVIEW STATE: IL ZIP: 60025-5811 BUSINESS PHONE: 8476574106 MAIL ADDRESS: STREET 1: 3600 WEST LAKE AVENUE CITY: GLENVIEW STATE: IL ZIP: 60025-5811 S-8 1 x0530-s8.txt As filed with the Securities and Exchange Commission on May 30, 2003 Registration No. 333-_____ ====================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________________ ILLINOIS TOOL WORKS INC. (Exact name of registrant as specified in its charter) DELAWARE 36-1258310 (State of incorporation) (I.R.S. Employer Identification No.) 3600 WEST LAKE AVENUE GLENVIEW, ILLINOIS 60025-5811 (Address of principal executive offices) ITW SAVINGS AND INVESTMENT PLAN (Full title of the Plan) STEWART S. HUDNUT, ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL & SECRETARY ILLINOIS TOOL WORKS INC. 3600 WEST LAKE AVENUE GLENVIEW, ILLINOIS 60025-5811 (847) 724-7500 (Name, address and telephone number of agent for service) WITH A COPY TO: EDWARD SPACAPAN, JR., ESQ. SCHIFF HARDIN & WAITE 6600 SEARS TOWER CHICAGO, ILLINOIS 60606-6473 (312) 258-5500 ___________________________ CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TO BE OFFERING AGGREGATE REGISTRATION TITLE OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE ------------------------------------ ---------- --------------- -------------- ------------ Common Stock, par value $.01 per 8,000,000 (1) $61.855 (2) $494,840,000 $40,032.56 share Interests in the Plan (3) (3) (3) (3) (1) Together with additional shares of Common Stock which become available under the ITW Savings and Investment Plan as the result of a stock split, stock dividend or similar transaction affecting the Common Stock, pursuant to Rule 416(a) and (b) under the Securities Act of 1933. (2) Based upon the average of the high and low sales prices of the Common Stock reported on the New York Stock Exchange on May 29, 2003 pursuant to Rule 457(c) and (h) of the Securities Act of 1933. (3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan for which no separate fee is required.
2 GENERAL INSTRUCTIONS E. REGISTRATION OF ADDITIONAL SECURITIES. The contents of the Registration Statements on Form S-8 (File Nos. 33-53517, 333-17473 and 333-37068) filed by the Corporation with the Securities and Exchange Commission on May 6, 1994, December 9, 1996 and May 15, 2000 registering its Common Stock, par value $.01 per share, issuable pursuant to the ITW Savings and Investment Plan are hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT All information required in this Registration Statement not included in the exhibits attached hereto or set forth on the signature page is set forth in the Registration Statements (File Nos. 33-53517, 333-17473 and 333-37068), all of which is incorporated herein by reference. ITEM 8. EXHIBITS. See Index to Exhibits. The Corporation has received from the Internal Revenue Service a determination that the Plan is qualified under Section 401 of the Internal Revenue Code, and the Corporation will cause to be made all changes required by the Internal Revenue Service in order to continue to so qualify the Plan. 3 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and 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 May 30, 2003. ILLINOIS TOOL WORKS INC. By: /s/ Stewart S. Hudnut --------------------------- Stewart S. Hudnut, Senior Vice President, General Counsel & Secretary POWER OF ATTORNEY Each of the undersigned officers and directors of the Registrant hereby constitutes and appoints W. James Farrell, Jon C. Kinney, Robert T. Callahan and Stewart S. Hudnut and each of them, his true and lawful attorneys with full power to them and to each of them singly, to sign, in any and all capacities, any and all amendments to this Registration Statement, including post-effective amendments, to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission under the Securities Act. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on May 30, 2003. SIGNATURE TITLE --------- ----- /s/ W. James Farrell Chairman & Chief Executive ------------------------------- Officer & Director W. James Farrell (Principal Executive Officer) /s/ Jon C. Kinney Senior Vice President & Chief ------------------------------- Financial Officer Jon C. Kinney (Principal Financial & Accounting Officer) 4 Director ------------------------------- William F. Aldinger /s/ Michael J. Birck Director ------------------------------- Michael J. Birck Director ------------------------------- Marvin D. Brailsford /s/ James R. Cantalupo Director ------------------------------- James R. Cantalupo /s/ Susan Crown Director ------------------------------- Susan Crown /s/ Don H. Davis, Jr. Director ------------------------------- Don H. Davis, Jr. /s/ Robert C. McCormack Director ------------------------------- Robert C. McCormack /s/ Robert S. Morrison Director ------------------------------- Robert S. Morrison Director ------------------------------- Harold B. Smith 5 THE PLAN. Pursuant to the requirements of the Securities Act, the Plan 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 May 30, 2003. ITW SAVINGS AND INVESTMENT PLAN By: Employee Benefits Committee of Illinois Tool Works Inc. By: /s/ Robert T. Callahan ----------------------------------- Robert T. Callahan, Member of Employee Benefits Committee and Senior Vice President Human Resources 6 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION -------------- ----------- 23.1 Consent of Deloitte & Touche LLP. 23.2 Notice Regarding Consent of Arthur Andersen LLP. 24 Powers of Attorney of directors and certain officers of the Registrant are included on the signature page. 7 EX-23 3 xex23-1.txt EXHIBIT 23.1 ------------ INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Illinois Tool Works Inc. on Form S-8 of our report dated January 27, 2003 (which report expresses an unqualified opinion and includes an explanatory paragraph as to Illinois Tool Works Inc.'s change in its method of accounting for goodwill and intangible assets, and our audit procedures on the 2001 and 2000 transitional disclosures in the Goodwill and Intangible Assets Note required by the change) appearing in the Annual Report on Form 10-K of Illinois Tool Works Inc. for the year ended December 31, 2002. /s/ DELOITTE & TOUCHE LLP Chicago, Illinois May 27, 2003 EX-23 4 xex23-2.txt EXHIBIT 23.2 ------------ NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP Arthur Andersen LLP audited the financial statements for and as of the years ended December 31, 2001 and 2000 included in the annual report on Form 10-K for the year ended December 31, 2002 of Illinois Tool Works Inc. Arthur Andersen LLP also audited the financial statements for and as of the years ended December 31, 2001 and 2000 included in the annual report on Form 11-K for the year ended December 31, 2001 of the ITW Savings and Investment Plan. After reasonable efforts, Illinois Tool Works Inc. has not been able to obtain the consent of Arthur Andersen LLP to the incorporation by reference of its audit reports into our registration statement. Accordingly, Illinois Tool Works Inc. has omitted such consent in reliance upon Rule 437a under the Securities Act of 1933. The absence of an updated consent may limit recovery by investors from Arthur Andersen LLP, particularly under Section 11(a) of the Securities Act of 1933. -----END PRIVACY-ENHANCED MESSAGE-----