-----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, BnD3pf69fAoKK8Vaj9U2ZTvKgF8dgJlu6vAmzAY2PSjU6gWJqaUas4MeNg6XDP0n rfGDP6oK/YRaJ5YRe/b9kQ== 0000950131-96-001325.txt : 19960401 0000950131-96-001325.hdr.sgml : 19960401 ACCESSION NUMBER: 0000950131-96-001325 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960329 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: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04797 FILM NUMBER: 96541400 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 10-K 1 FORM 10-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 10-K X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE --- ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1995 OR --- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from ____________ to ____________ Commission file number 1-4797 ILLINOIS TOOL WORKS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 36-1258310 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 3600 W. Lake Avenue, Glenview, Illinois 60025-5811 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (847) 724-7500 Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Title of Each Class Which Registered ------------------- ------------------------ Common Stock New York Stock Exchange Chicago Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 5, 1996, was approximately $6,000,000,000. Shares of Common Stock outstanding at March 5, 1996 - 122,395,312. ------------------- Documents Incorporated by Reference 1995 Annual Report to Stockholders...............................Parts I, II, IV Proxy Statement dated April 1, 1996, for Annual Meeting of Stockholders to be held on May 3, 1996.................................Part III 1 PART I ITEM 1. BUSINESS General- - ------- Illinois Tool Works Inc. (the "Company") was founded in 1912 and incorporated in 1915. The Company manufactures and markets a variety of products and systems that provide specific, problem-solving solutions for a diverse customer base worldwide. The Company has more than 300 operations in 34 countries. The Company's business units are divided into two segments: Engineered Components, and Industrial Systems and Consumables. Products in the Company'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. In the first quarter of 1993, the Company acquired the Miller Group Ltd., a manufacturer of arc welding equipment, through an exchange of ITW voting Common Stock for all of the voting Common Stock of Miller. As a result, the acquisition has been accounted for as a pooling of interests in conformity with Generally Accepted Accounting Principles, specifically paragraphs 46 through 48 of Accounting Principles Board Opinion ("APB") No. 16. Accordingly, the results of operations have been included in the Statement of Income as of the beginning of 1993. The impact of Miller on consolidated operating revenues, net income and net income per share for 1993 and 1992 was not significant. Therefore, the 1992 financial statements have not been restated to reflect the acquisition of Miller. In early 1996, the Company acquired all of the common stock of Hobart Brothers Company ("Hobart") in exchange for shares of ITW voting common stock. The acquisition will be accounted for as a pooling of interests in accordance with APB No. 16. For the two months ended February 29, 1996, combined operating revenues for the Company and Hobart were $731,843,000 and combined net income was $60,511,000. During the five-year period ending December 31, 1995, the Company acquired and disposed of numerous operations, none of which individually had a material impact on consolidated results. Current Year Developments- - ------------------------- Refer to pages 20 through 22, Management's Discussion and Analysis, in the Company's 1995 Annual Report to Stockholders. Financial Information about Industry Segments- - --------------------------------------------- The percentage contributions to operating revenues for the last three years by industry segment are as follows: 2
Industrial Engineered Systems and Components Consumables ---------- ----------- 1995 51% 49% 1994 53% 47% 1993 52% 48%
Segment and geographic data are included on pages 20, 21 and 26 of the Company's 1995 Annual Report to Stockholders. The principal markets served by the Company's two segments are as follows:
% of Operating Revenues -------------------------------------- Industrial Engineered Systems and Components Consumables ----------- ------------ Construction 36% 7% Automotive 29% 9% General Industrial 16% 28% Food and Beverage 1% 21% Industrial Capital Goods 2% 10% Consumer Durables 6% 4% Paper Products -- 9% Electronics 6% 3% Other 4% 9% --- --- 100% 100% === ===
Operating results of the segments are described on pages 20, 21 and 26 of the Company's 1995 Annual Report to Stockholders. Backlog- Backlog generally is not considered a significant factor in the Company's businesses as relatively short delivery periods and rapid inventory turnover are characteristic of many of its products. 3 The following summarizes backlog by industry segment as of December 31, 1995 and 1994:
Backlog in Thousands of Dollars ------------------------------------------------- Industrial Engineered Systems and Components Consumables Total ---------- ----------- -------- 1995 $236,000 $213,000 $449,000 1994 $199,000 $156,000 $355,000
Backlog orders scheduled for shipment beyond calendar year 1996 were not material in either industry segment as of December 31, 1995. The following information is equally applicable to both industry segments of the business unless otherwise noted: Competition- The Company's global competitive environment is complex because of the wide diversity of products the Company manufactures and the markets it serves. Depending on the product or market, the Company may compete with few other companies or with many firms, some of which may be the Company's own licensees. The Company is a leading producer of plastic and metal fastening components and assemblies; adhesives and fluids; packaging systems and related consumables; finishing and static control systems and products; quality measurement equipment; tooling for specialty applications; and arc welding equipment and related systems. Raw Materials- The Company uses raw materials of various types, primarily metals and plastics that are available from numerous commercial sources. The availability of materials and energy has not resulted in any business interruptions or other major problems, nor are any such problems anticipated. Research and Development- The Company's growth has resulted from developing new and improved products, broadening the application of established products, continuing efforts to improve and develop new methods, processes and equipment, and from acquisitions. Many new products are designed to reduce customers' costs by eliminating steps in their manufacturing processes, reducing the number of parts in an assembly, or by improving the quality of customers' assembled products. Typically, the development of such products is accomplished by working closely with customers on specific applications. Identifiable research and development costs are set forth on page 27 of the Company's 1995 Annual Report to Stockholders. 4 The Company owns approximately 1,664 unexpired United States patents covering articles, methods and machines. Many counterparts of these patents have also been obtained in various foreign countries. In addition, the Company has approximately 395 applications for patents pending in the United States Patent Office, but there is no assurance that any patent will be issued. The Company maintains an active patent department for the administration of patents and processing of patent applications. The Company licenses some of its patents to other companies, from which the Company collects royalties. The Company believes that many of its patents are valuable and important. Nevertheless, the Company credits its leadership in the markets it serves to engineering capability; manufacturing techniques, skills and efficiency; marketing and sales promotion; and service and delivery of quality products to its customers. Trademarks- - ---------- Many of the Company's products are sold under various trademarks owned or licensed by the Company. Among the most significant are: ITW, Signode, Apex, Buildex, Deltar, Devcon, DeVilbiss, Fastex, Hi-Cone, Hobart, Keps, Magnaflux, Miller, Minigrip, Newtec, Oxo, Paktron, Paslode, Powcon, Ramset, Ransburg, Red Head, Shakeproof, Teks, Tenax and Zip-Pak. Environmental Protection- - ------------------------ The Company believes that its plants and equipment are in substantial compliance with applicable environmental regulations. Additional measures to maintain compliance are not expected to materially affect the Company's capital expenditures, competitive position, financial position or results of operations. Various legislative and administrative regulations concerning environmental issues have become effective or are under consideration in many parts of the world relating to manufacturing processes, and the sale or use of certain products. To date, such developments have not had a substantial adverse impact on the Company's sales or earnings. The Company has made considerable efforts to develop and sell environmentally compatible products resulting in new and expanding marketing opportunities. Employees- - --------- The Company employed approximately 21,200 persons as of December 31, 1995 and considers its employee relations to be excellent. 5 International- - ------------- The Company's international operations include subsidiaries, joint ventures and licensees in 34 countries on six continents. These operations serve such markets as automotive, food and beverage, construction, general industrial, industrial capital goods and others on a worldwide basis. The Company's international subsidiaries contributed approximately 38% and 36% of operating revenues in 1995 and 1994, respectively. Refer to pages 20 through 22 in the Company's 1995 Annual Report to Stockholders for additional information on international activities. International operations are subject to certain risks inherent in conducting business in foreign countries, including price controls, exchange controls, limitations on participation in local enterprises, nationalization, expropriation and other governmental action, and changes in currency exchange rates. 6 Executive Officers Executive Officers of the Company as of March 5, 1996:
Name Office Age ---- ------ --- Thomas W. Buckman Vice President, Patents and Technology 58 W. James Farrell President and Chief Executive Officer 53 Russell M. Flaum Executive Vice President 45 Michael W. Gregg Senior Vice President and Controller, Accounting 60 Stewart S. Hudnut Senior Vice President, General Counsel and 56 Secretary John Karpan Senior Vice President, Human Resources 55 Jon C. Kinney Senior Vice President and Controller, Operations 53 John D. Nichols Chairman 65 Frank S. Ptak Executive Vice President 52 F. Ronald Seager Executive Vice President 55 Harold B. Smith Chairman of the Executive Committee 62 David B. Speer Executive Vice President 44 Donald L. VanErden Vice President, Research and Advanced Development 60 Hugh J. Zentmeyer Executive Vice President 49
Except for Messrs. Hudnut, Kinney, Speer and Zentmeyer, each of the foregoing officers has been employed by the Company in various elected executive capacities for more than five years. The executive officers of the Company serve at the pleasure of the Board of Directors. Mr. Hudnut joined the Company in 1992 having previously served as Senior Vice President, General Counsel and Secretary of MBIA Inc., a financial guarantor, and Vice President, General Counsel and Secretary of Scovill Inc., a diversified manufacturer. Mr. Kinney joined the Company in 1973 and has served as Vice President and Controller, Operations, and Group Controller of the Company's automotive, construction, finishing systems and quality measurement groups. Mr. Speer joined the Company in 1978 and has held various sales, marketing and general management positions within the construction products group, most recently having served as Group Vice President of the worldwide construction products group. Mr. Zentmeyer joined the Company as part of Signode Corporation in 1968 and has most recently served as President of the specialty industrial packaging businesses. 7 ITEM 2. PROPERTIES As of December 31, 1995 the Company operated the following plants and office facilities, excluding regional sales offices and warehouse facilities:
FLOOR SPACE Number (in millions of square feet) of ---------------------------- Properties Owned Leased Total ---------- ----- ------ ----- Domestic -- Engineered Components 79 3.5 1.0 4.5 Industrial Systems and Consumables 86 3.0 1.6 4.6 --- ---- --- ---- 165 6.5 2.6 9.1 --- ---- --- ---- International -- Engineered Components 65 1.5 .7 2.2 Industrial Systems and Consumables 54 2.5 .9 3.4 --- ---- --- ---- 119 4.0 1.6 5.6 --- ---- --- ---- Corporate 20 1.7 .1 1.8 --- ---- --- ---- 304 12.2 4.3 16.5 === ==== === ====
The principal international plants are in Australia, Belgium, Canada, France, Germany, Ireland, Italy, Japan, Malaysia, Spain, Sweden, Switzerland and the United Kingdom. The Company's properties are primarily of steel, brick or concrete construction and are maintained in good operating condition. Productive capacity, in general, currently exceeds operating levels. Capacity levels are somewhat flexible based on the number of shifts operated and on the number of overtime hours worked. The Company adds productive capacity from time to time as required by increased demand. Additions to capacity can be made within a reasonable period of time due to the nature of the businesses. ITEM 3. LEGAL PROCEEDINGS Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS This information is incorporated by reference to page 37 of the Company's 1995 Annual Report to Stockholders. 8 ITEM 6. SELECTED FINANCIAL DATA This information is incorporated by reference to pages 38 and 39 of the Company's 1995 Annual Report to Stockholders. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This information is incorporated by reference to pages 20 through 22 of the Company's 1995 Annual Report to Stockholders. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and report thereon of Arthur Andersen LLP dated January 29, 1996, as found on pages 23 through 37 of the Company's 1995 Annual Report to Stockholders, are incorporated by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY Information regarding the Directors of the Company is incorporated by reference to the information under the caption "Election of Directors" in the Company's Proxy Statement for the 1996 Annual Meeting of Stockholders. Information regarding the Executive Officers of the Company can be found in Part I of this Annual Report on Form 10-K on page 7. ITEM 11. EXECUTIVE COMPENSATION This information is incorporated by reference to the information under the caption "Executive Compensation" in the Company's Proxy Statement for the 1996 Annual Meeting of Stockholders. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT This information is incorporated by reference to the information under the caption "Security Ownership" in the Company's Proxy Statement for the 1996 Annual Meeting of Stockholders. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Not applicable. 9 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a)(1) Financial Statements The financial statements and report thereon of Arthur Andersen LLP dated January 29, 1996, as found on pages 23 through 37 of the Company's 1995 Annual Report to Stockholders, are incorporated by reference. (2) Financial Statement Schedule The following supplementary financial data should be read in conjunction with the financial statements and comments thereto as presented in the Company's 1995 Annual Report to Stockholders. Schedules not included with this supplementary financial data have been omitted because they are not applicable, immaterial or the required information is included in the financial statements or the related comments on financial statements. Schedule Page No. No. -------- ---- Valuation and Qualifying II 13 Accounts (b) Reports on Form 8-K No reports on Form 8-K have been filed during the three months ended December 31, 1995. 10 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE To Illinois Tool Works Inc.: We have audited, in accordance with generally accepted auditing standards, the financial statements included in Illinois Tool Works Inc.'s 1995 Annual Report to Stockholders, incorporated by reference in this Form 10-K, and have issued our report thereon dated January 29, 1996. Our audits were made for the purpose of forming an opinion on those statements taken as a whole. The schedule listed in the accompanying index is the responsibility of the Company's management and is presented for the purpose of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. The schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Chicago, Illinois, January 29, 1996 11 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 29th day of March, 1996. ILLINOIS TOOL WORKS INC. By /s/ W. James Farrell --------------------------------------- W. James Farrell Director, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on this 29th day of March, 1996. Signatures Title --------------------- ------------------------------ /s/ MICHAEL W. GREGG Senior Vice President -------------------- and Controller, Accounting Michael W. Gregg (Principal Accounting and Financial Officer) Julius W. Becton, Jr. Director Silas S. Cathcart Director Susan Crown Director H. Richard Crowther Director W. James Farrell Director L. Richard Flury Director Richard M. Jones Director George D. Kennedy Director Richard H. Leet Director Robert C. McCormack Director John D. Nichols Director Phillip B. Rooney Director Harold B. Smith Director Ormand J. Wade Director Calvin A. H. Waller Director By /s/ W. James Farrell --------------------------------------- (W. James Farrell, as Attorney-in-Fact) Original powers of attorney authorizing W. James Farrell to sign this Annual Report on Form 10-K and amendments thereto on behalf of the above-named directors of the registrant have been filed with the Securities and Exchange Commission as part of this Annual Report on Form 10-K (Exhibit 24). 12 ILLINOIS TOOL WORKS INC. VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995 SCHEDULE II
Deductions ------------------------------------------- Receivables Balance at Provisions Written off, Balance Beginning Charged to Net of (1) at End (In thousands) of Period Income Acquisitions Recoveries Dispositions Other of Period ---------- ---------- ------------ ---------- ------------ ------ --------- Year Ended December 31, 1993: Allowances for uncollectible accounts $17,800 $8,233 740 $(7,496) -- (1,277) 18,000 Year Ended December 31, 1994: Allowances for uncollectible accounts 18,000 7,191 1,234 (6,983) (131) 289 19,600 Year Ended December 31, 1995: Allowance for uncollectible accounts 19,600 6,889 2,672 (5,763) (414) 516 23,500
(1) Primarily represents effect of foreign currency translation. 13 EXHIBIT INDEX ANNUAL REPORT on FORM 10-K 1995 Exhibit Number Description - ------- ----------- 3(a) 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(b) By-laws of Illinois Tool Works Inc., as amended. 4(a) Indenture, dated as of November 1, 1986, between Illinois Tool Works Inc. and The First National Bank of Chicago, as Trustee, filed as Exhibit 4 to the Company's Registration Statement on Form S-3 (Registration Statement No. 33-5780) filed with the Securities and Exchange Commission on May 14, 1986 and incorporated herein by reference. 4(b) Resignation of Trustee and Appointment of Successor under Indenture (Exhibit 4(a)), filed as Exhibit 4(b) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1989 (Commission File No. 1-4797) and incorporated herein by reference. 4(c) First Supplemental Indenture, dated as of May 1, 1990 between Illinois Tool Works Inc. and Harris Trust and Savings Bank, as Trustee, filed as Exhibit 4-3 to the Company's Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (Registration No. 33-5780) filed with the Securities and Exchange Commission on May 8, 1990 and incorporated herein by reference. 4(d) Credit agreement, dated as of August 14, 1992, among the Company, the Banks listed therein and the First National Bank of Chicago, as agent, filed as Exhibit 4(d) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (Commission File No. 1-4797) and incorporated herein by reference. 4(e) Officers' Certificate Pursuant to Sections 2.01 and 2.04 of the Indenture (Exhibit 4(a) as amended by Exhibit 4(c)) related to the 5- 7/8% Notes due March 1, 2000, filed as Exhibit 4(e) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (Commission File No. 1-4797) and incorporated herein by reference. 4(f) Form of 7-1/2% notes due December 1, 1998, filed as Exhibit 4 to the Company's Current Report on Form 8-K dated December 2, 1991 and incorporated herein by reference. 4(g) Form of 5-7/8% Notes due March 1, 2000, filed as Exhibit 4(f) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (Commission File No. 1-4797) and incorporated herein by reference. 4(h) Amendment I to the Credit Agreement dated August 14, 1992 (Exhibit 4(d)), filed as Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1993 (Commission File No. 1-4797) and incorporated herein by reference. 14 10(a) Illinois Tool Works Inc. Stock Incentive Plan and amendments thereto filed as Exhibit 10(a) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1988 (Commission File No. 1-4797) and incorporated herein by reference. 10(b) Amendment to the Illinois Tool Works Inc. Stock Incentive Plan dated December 8, 1994 filed as Exhibit 10(b) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (Commission File No. 1-4797) and incorporated herein by reference. 10(c) Contracts between Illinois Tool Works Inc. and John D. Nichols filed as Exhibit 10(b) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990 (Commission File No. 1-4797) and incorporated herein by reference. 10(d) Illinois Tool Works Inc. 1982 Executive Contributory Retirement Income Plan adopted December 13, 1982, filed as Exhibit 10(c) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990 (Commission File No. 1-4797) and incorporated herein by reference. 10(e) Illinois Tool Works Inc. 1985 Executive Contributory Retirement Income Plan adopted December 1985, filed as Exhibit 10(d) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990 (Commission File No. 1-4797) and incorporated herein by reference. 10(f) Illinois Tool Works Inc. Executive Incentive Program adopted August 1, 1979 and amendments thereto, filed as Exhibit 10(e) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991 (Commission File No. 1-4797) and incorporated herein by reference. 10(g) Supplemental Plan for Employees of Illinois Tool Works Inc., effective January 1, 1989, filed as Exhibit 10(d) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1989 (Commission File No. 1-4797) and incorporated herein by reference. 10(h) Phantom stock agreements between Illinois Tool Works Inc. and John D. Nichols dated January 1, 1986, October 17, 1986 and January 1, 1991, respectively, filed as Exhibit 10(g) to the Company's Annual Report on Form 10-K for the year ended December 31, 1991 (Commission File No. 1- 4797) and incorporated herein by reference. 10(i) Amendment to the Phantom stock agreements between Illinois Tool Works Inc. and John D. Nichols, dated January 1, 1991 (see 10(h) above), filed as Exhibit 10(h) to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 (Commission File No. 1-4797) and incorporated herein by reference. 10(j) Directors' deferred fee plan, non-officer directors' restricted stock program, and non-officer directors' phantom stock plan, descriptions of which are under the caption "Directors' Compensation" in the Company's Proxy Statement for the 1996 Annual Meeting of Stockholders. 10(k) Underwriting Agreement dated November 20, 1991, related to the 7-1/2% Notes due December 1, 1998, filed as Exhibit 1 to the Company's Current Report on Form 8-K dated December 2, 1991 and incorporated herein by reference. 15 10(l) Underwriting Agreement dated February 23, 1993, related to the 5-7/8% Notes due March 1, 2000, filed as Exhibit 10(j) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (Commission File No. 1-4797) and incorporated herein by reference. 10(m) Illinois Tool Works Inc. 1993 Executive Contributory Retirement Income Plan, filed as Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1993 (Commission File No. 1-4797) and incorporated herein by reference. 10(n) Amendment to the Illinois Tool Works Inc. 1993 Executive Contributory Retirement Income Plan dated December 5, 1994, filed as Exhibit 10(n) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (Commission File No. 1-4797) and incorporated herein by reference. 13 The Company's 1995 Annual Report to Stockholders, pages 20 - 39, filed as Exhibit 13 to the Company's Form 8-KA Current Report dated February 21, 1996, as amended March 25, 1996 (Commission File No. 1-4797) and incorporated herein by reference. 21 Subsidiaries of the Company. 22 Information under the captions "Election of Directors," "Executive Compensation" and "Security Ownership" in the Company's Proxy Statement for the 1996 Annual Meeting of Stockholders. 23 Consent of Arthur Andersen LLP. 24 Powers of Attorney. 27 Financial Data Schedule. 16 EX-3.B 2 BY-LAWS EXHIBIT 3 (b) BY-LAWS OF ILLINOIS TOOL WORKS INC. ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. SECTION 2. OTHER OFFICES. The corporation may also have offices in Chicago, Illinois, and offices at such other places as the Board of Directors or officers may from time to time determine. ARTICLE II STOCKHOLDERS SECTION 1. ANNUAL MEETING. The annual meeting of the stockholders shall be in the month of April or May of each year. The place, date and time of the meeting shall be fixed by the Board of Directors and stated in the notice of the meeting. SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders may be called by the chairman or by a majority of the Board of Directors. SECTION 3. PLACE OF MEETING. The Board of Directors may designate any place, either within or without Delaware, as the place of meeting for any meeting of the stockholders (annual or special) called by the Board of Directors. If a special meeting is otherwise called, the place of meeting shall be in Chicago, Illinois as designated in the notice. SECTION 4. NOTICE OF MEETINGS. Written or printed notice stating the place, day and hour of the meeting shall be delivered either personally or by mail, by or at the direction of the chairman or persons calling the meeting to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mails in a sealed envelope addressed to the stockholder at his address as it appears on the records of the corporation, with postage thereon prepaid. SECTION 5. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of stock standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine. Shares of stock standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the corporation he has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent such stock and vote thereon. Shares of stock standing in the name of a receiver may be voted by such receiver, and shares of stock held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed. SECTION 6. FIXING OF RECORD DATE. Unless any statute requires otherwise, for the purpose of determining (a) stockholders entitled to notice of or to vote at any meeting of stockholders, or (b) stockholders entitled to receive payment of any dividend, or (c) stockholders, with respect to any lawful action, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than sixty days and, in case of a meeting of stockholders, not less than ten days. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. SECTION 7. QUORUM. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute, by the Certificate of Incorporation or by these by-laws. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time until a quorum shall be present or represented. No notice other than an announcement at the meeting need be given unless the adjournment is for more than -2- thirty days or a new record date is to be fixed for the adjourned meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. -3- When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Certificate of Incorporation or of these by-laws, a different vote is required in which case such express provision shall govern and control the decision of such question. SECTION 8. PROXIES. At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. Proxies shall be valid only with respect to the meeting or meetings and any adjournment thereof, for which they are given. SECTION 9. VOTING. Each stockholder shall have one vote in person or by proxy for each share of stock having voting power registered in his name on the books of the corporation at the record date. SECTION 10. STOCKHOLDER NOMINATIONS FOR DIRECTORS. Any stockholder entitled to vote in the election of directors may nominate one or more persons for election as directors, provided written notice of such stockholder's nomination has been received by the Secretary of the Company not later than (i) the close of business on the last business day of December prior to the annual meeting of stockholders in April or May, or (ii) the close of business on the tenth day following the date on which notice of a special meeting of stockholders is first given to stockholders for an election of directors to be held at such meeting. Such notice must contain: (a) the name and address of the stockholder who intends to make the nomination; (b) the name, age, and business and residential addresses of each person to be nominated; (c) the principal occupation or employment of each nominee; (d) the number of shares of capital stock of the corporation beneficially owned by each nominee; (e) a statement that the nominee is willing to be nominated and serve as a director; and (f) such other information regarding each nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the Board of Directors nominated such nominee. Nothing in this Section shall preclude the Board of Directors or the Nominating Committee either from making nominations for the election of directors or from excluding the person nominated by a stockholder from the slate of directors presented to the meeting. SECTION 11. ELECTION OF DIRECTORS. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at a meeting of stockholders and entitled to voted on the election of directors. -4- ARTICLE III DIRECTORS SECTION 1. GENERAL POWERS. The business and affairs of the corporation shall be managed by its Board of Directors. SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of Directors of the corporation is established at fifteen. Each Director shall hold office for the term for which such Director is elected or until a successor shall have been chosen and shall have qualified or until such Director's earlier death, resignation, retirement, disqualification or removal. SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than this by-law, immediately after, and at the same place as, the annual meeting of stockholders. The Board of Directors may provide, by resolution, the time and place, either within or without Delaware, for the holding of additional regular meetings without other notice than such resolution. SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chairman or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without Delaware, as the place for holding any special meeting of the Board of Directors called by them. SECTION 5. NOTICE. Notice of any special meeting shall be given at least two days previously thereto by written notice delivered personally, by mail or telegram, to each Director at his business address or at such other address as he shall have previously requested in writing. If mailed, such notice shall be deemed to be delivered two days after being deposited in the United States mails in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless otherwise required by law. SECTION 6. QUORUM. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. The act of the majority of the Directors present at a meeting at which -5- a quorum is present shall be the act of the Board of Directors unless a greater number is required by the Certificate of Incorporation or these by-laws. SECTION 7. INTERESTED DIRECTORS. Except as may otherwise be provided in the Certificate of Incorporation, no contract or transaction between the corporation and one or more of its Directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are Directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (a) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or (b) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by the vote of the stockholders; or (c) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. SECTION 8. VACANCIES. If vacancies occur in the Board of Directors caused by death, resignation, retirement, disqualification or removal from office of any Director or Directors or otherwise, or if any new Directorship is created by any increase in the authorized number of Directors, a majority of the Directors then in office, though less than a quorum, may choose a successor or successors, or fill the newly created Directorship and the Directors so chosen shall hold office until the next annual election of Directors and until their successors shall be duly elected and qualified, unless sooner displaced. -6- SECTION 9. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the corporation. -7- (a) The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member, at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. (b) EXECUTIVE COMMITTEE. The Board of Directors, by resolution adopted by a majority of the whole Board, may designate two or more Directors to constitute an Executive Committee and one or more Directors as alternates thereof. Subject to the limitations provided in these by-laws and such further limitation as might be required by law or by the Certificate of Incorporation or by further resolution of the Board of Directors, the Executive Committee may, during intervals between meetings of the Board of Directors, exercise the powers of the Board of Directors in the management of the business and affairs of the corporation (including the corporation's dealings with its foreign subsidiaries, affiliates, and licensees) and may authorize the seal of the corporation to be affixed to all papers which may require it. The Committee shall not be empowered to take action with respect to: issuing bonds, debentures; increasing or reducing the capital of the corporation; authorizing commitments and expenditures in excess of the total amount or amounts provided in the capital budgets approved or otherwise authorized by the Board of Directors; borrowing of monies, except within limits expressly approved by the Board of Directors; electing officers; fixing the compensation of officers; establishment of stock option plans, profit sharing or similar types of compensation plans, filling vacancies or newly-created directorships on the -8- Board of Directors; removing officers or directors of the corporation; dissolution, or any other action specifically reserved to the Board of Directors including all matters requiring the approval of stockholders. The Committee may also from time to time formulate and recommend to the Board for approval general policies regarding management of the business and affairs of the corporation. The designation of the Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any member thereof of any responsibility imposed upon it or him by operation of law. The secretary of the corporation (or in his absence a person designated by the Executive Committee) shall act as secretary at all meetings of the Executive Committee. A majority of the Committee, from time to time, shall constitute a quorum for the transaction of business and the act of a majority of the Directors present at a meeting in which a quorum is present shall be the act of the Committee, provided that in the absence or disqualification of any member of the Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Regular meetings of the Committee may be held without notice at such times and at such places as shall be fixed by resolution adopted by a majority of the Committee. Special meetings may be called by any member of the Committee on twenty-four hours' prior written or telegraphic notice. (c) COMPENSATION COMMITTEE. The Board of Directors, by resolution adopted by a majority of the whole Board, may designate not less than two Directors to constitute a Compensation Committee and one or more directors as alternate members thereof, none of whom shall be employees of the corporation. In the absence or disqualification of any member of the Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member, provided that the majority of the Committee, as then constituted, shall not be employees of the corporation. The Compensation Committee shall review and determine from time to time the salaries and other compensation of all elected officers of the corporation and shall submit to the Board of Directors such reports in such form and at such time as the Board of Directors may request. The Compensation Committee shall also submit recommendations from time to time to the Board of Directors as to the granting of stock options. (d) AUDIT COMMITTEE. The Board of Directors, by resolution adopted by a majority of the whole Board, may designate two or more Directors who are not employees of the corporation to constitute an Audit Committee and one or more Directors who are not employees of the corporation as alternate -9- members thereof, which Committee shall review the selection and qualifications of the independent public accountants employed from time to time to audit the financial statements of the corporation and the scope and adequacy of their audits. The Committee shall also consider recommendations made by such independent public accountants. The Committee may also make such review of the internal financial audits of the corporation as it considers desirable and shall report to the Board any additions or changes which it deems advisable. In the absence or disqualification of any member of the Committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors who is not an employee of the corporation to act at the meeting in the place of any such absent or disqualified member. (e) EMPLOYEE BENEFITS COMMITTEE. The Board of Directors, by resolution adopted by a majority of the whole Board, may designate three (3) or more individuals, any or all of whom may be non-director employees of the Company, to constitute an Employee Benefits Committee. The Committee shall select, retain or remove the investment managers, advisors, consultants and persons otherwise employed by the Company as named fiduciaries under the Company's employee benefit plans, which actions it shall report to the Board of Directors. The Committee shall review the performance of the trustee or trustees, investment managers, advisors and consultants under said plans with respect to the investment of plan assets. The Committee shall be responsible for the administration of the Company's employee benefit plans and, in fulfilling that responsibility, may delegate to others, whether Company employees or otherwise, specific assignments in administering the plans. (f) NOMINATING COMMITTEE. The Board of Directors, by resolution adopted by a majority vote of the whole Board, may designate two or more Directors to constitute a Nominating Committee. This Committee shall establish procedures for the receipt and evaluation of suggestions of candidates for membership on the Board of Directors and shall make recommendations to the Board concerning nominees for such membership. The Committee may evaluate the various committees of the Board and make recommendations to the Board of Directors concerning the number, size, membership and responsibilities of such committees. The Committee may also make recommendations to the Board of Directors concerning the number of Directors to serve on the Board and may establish standards for evaluation of the performance of the Directors in order to make recommendations with regard thereto. (g) FINANCE COMMITTEE. The Board of Directors, by resolution adopted by a majority of the whole Board, may designate two or more directors to -10- constitute a Finance Committee and one or more directors as alternate members thereof. The duties and responsibilities of the Finance Committee shall be to review, upon the request of the Chairman or the President, management's proposals with respect to: the corporation's debt and equity financing; recommendations to the Board with respect to dividend policy and payments; acquisitions and divestitures exceeding the standing authority management has by virtue of the resolution dated December 10, 1993, or its successors; recommendations to the Board concerning the corporation's investment portfolio; the corporation's real estate investments; and other financing and investment matters. SECTION 10. CONSENT IN LIEU OF MEETING. Unless otherwise restricted by the Certificate of Incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee thereof, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or committee. SECTION 11. COMPENSATION. Directors who are also full time employees of the corporation shall not receive any compensation for their services as Directors but they may be reimbursed for reasonable expenses of attendance. By resolution of the Board of Directors, all other Directors may receive, as compensation for their services any combination of: an annual fee; a fee for each meeting attended; shares of stock; or other forms of compensation; together with reimbursement of expenses of attendance, if any, at each regular or special meeting of the Board of Directors or any committee of the Board of Directors; provided, that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. SECTION 12. MEETING BY CONFERENCE TELEPHONE. Unless otherwise restricted by the Certificate of Incorporation, members of the Board of Directors or any committee designated by such Board may participate in a meeting of such Board or committee by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant hereto shall constitute presence in person at such meeting. Unless otherwise required by law, no notice shall be required if a quorum of the Board or any committee is participating. ARTICLE IV OFFICERS -11- SECTION 1. NUMBER. The officers of the corporation shall be a chairman, vice chairman, president, chairman of the Executive Committee, one or several vice presidents or executive vice presidents (the number thereof to be determined by the Board of Directors), one or several of the vice presidents may be designated "senior vice president" by the Board of Directors and one of whom may be elected as chief financial officer of the corporation, a treasurer, a controller, a secretary, and other such officers as may be elected in accordance with the provisions of this article. Any two or more offices may be held by the same person. SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. SECTION 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. SECTION 5. CHAIRMAN. The chairman shall preside at all meetings of the stockholders, and of the Board of Directors; and in the absence of the president and of the chairman of the Executive Committee shall also preside at all meetings of the Executive Committee; the chairman shall provide leadership to the Board in reviewing and advising upon matters which exert major influence on the manner in which the corporation's business is conducted; he/she shall act in an advisory capacity to the president in all matters concerning the interest and management of the corporation; and he shall perform such other duties as may be conferred by law or assigned to him by the Board of Directors. The chairman shall, in the event of the absence or the disability of the president, assume all duties and responsibilities of that office. The chairman may sign, with the secretary or other proper officer of the corporation thereunto authorized by the Board of Directors, stock certificates of the corporation, any deeds, mortgages, bonds, contracts, or other instruments, except in cases where the signing or execution thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed. The chairman may also execute -12- proxies on behalf of the corporation with respect to the voting of any shares of stock owned by the corporation. He shall have the power to appoint agents or employees as in his judgment may be necessary or appropriate for the transaction of the business of the corporation, and in general shall perform all duties incident to the office of chairman, and such other duties as may be prescribed by the Board of Directors. SECTION 7. PRESIDENT. The president shall be the chief executive officer of the corporation and shall have general supervision over all of the affairs of the corporation and shall determine and administer the policies of the corporation as established by the Board of Directors or by the Executive Committee. The president shall undertake and faithfully discharge such duties as assigned by the Board or by the Executive Committee and shall administer the policies of the Company as established by the Board or by the Executive Committee. In the absence of the chairman, the president shall preside at all meetings of the stockholders and of the Board and shall perform the duties and exercise the authority of the chairman. In the absence of the chairman of the Executive Committee, the president shall preside at all meetings of the Executive Committee. The president may sign, with the secretary or other proper officer of the corporation thereunto authorized by the Board, stock certificates of the Company, any deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing or execution thereof shall be expressly delegated by the Board or by these by-laws to some other officer or agent of the Company, or shall be required by law to be otherwise signed or executed. The president may also execute proxies on behalf of the Company with respect to the voting of any shares of stock owned by the Company. The president shall have the power to appoint agents or employees as in his/her judgment may be necessary or appropriate for the transaction of the business of the Company and in general shall perform all duties incident to the office of president, and such other duties as may be prescribed by the Board. SECTION 8. CHAIRMAN OF THE EXECUTIVE COMMITTEE. The chairman of the Executive Committee shall preside at all meetings of the Executive Committee; in the absence of the chairman and vice chairman, he shall preside at all meetings of the stockholders and the Board of Directors; he shall act in an advisory capacity to the chairman in all matters concerning the interest and management of the corporation, and he shall perform such other duties as may be assigned to him by the Board of Directors, the Executive Committee or the chairman. In the event of the absence or disability of the chairman and vice chairman, he shall assume all the duties and responsibilities of the office of the chairman. The chairman of the Executive Committee may sign, with the secretary or other proper officer of the corporation thereunto authorized by the Board of Directors, stock certificates of the corporation, any deeds, mortgages, bonds, contracts, or other instruments delegated by the Board of Directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed. The chairman of the -13- Executive Committee may also execute proxies on behalf of the corporation with respect to the voting of any shares of stock owned by the corporation. SECTION 9. EXECUTIVE VICE PRESIDENT(S). The executive vice president or executive vice presidents (if elected by the Board of Directors) shall perform such duties not inconsistent with these by-laws as may be assigned to him or them by the chairman or the Board of Directors. In the event of absence or disability of the chairman, and vice chairman and chairman of the Executive Committee, the executive vice president (or in the event there be more than one, the executive vice president determined in the order of election) shall assume all the duties and responsibilities of the office of the chairman. SECTION 10. CHIEF FINANCIAL OFFICER. The chief financial officer (if elected by the Board of Directors) shall have general supervision over the financial affairs of the corporation. SECTION 11. THE VICE PRESIDENT(S). The Board of Directors may designate any vice president as a senior vice president. In the event of absence or disability of the chairman and vice chairman, the chairman of the Executive Committee and all executive vice presidents, the senior vice president(s) or the vice president(s) in the order of election, shall assume all the duties and responsibilities of the office of the chairman. Any senior vice president or any vice president may sign, with the secretary or an assistant secretary, stock certificates of the corporation; and shall perform such other duties as from time to time may be assigned to him by the chairman or by the Board of Directors. In general, the vice president (or vice presidents, including the senior vice president or senior vice presidents) shall perform such duties not inconsistent with these by-laws as may be assigned to him (or them) by the chairman, the executive vice presidents or by the Board of Directors. SECTION 12. THE TREASURER. If required by the Board of Directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article VI of these by-laws; (b) in general perform all duties incident to the office of treasurer and such other duties not inconsistent with these by-laws as from time to time may be assigned to him by the Board of Directors, or by the chairman, or any vice president designated for such purpose by the chairman. SECTION 13. THE SECRETARY. The secretary shall: (a) keep the minutes of the stockholders' and the Board of Directors' meetings in one or more books provided -14- for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all stock certificates prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is required; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) sign with a vice president, or the chairman, stock certificates of the corporation, the issue of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; (g) act as secretary at all meetings of the Executive Committee; and (h) in general perform all duties incident to the office of secretary and such other duties not inconsistent with these by-laws as from time to time may be assigned to him by the chairman or by the Board of Directors. SECTION 14. THE CONTROLLER. The controller shall provide guidance and evaluation with respect to the corporation's accounting and related functions, control and procedures systems, budget programs, and coordinate same on a divisional and overall corporate level. The controller shall report to such officer or officers of the corporation and perform such other duties incident to the office of controller as may be prescribed from time to time by the chairman, chief financial officer, or by the Board of Directors. SECTION 15. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The chairman may appoint one or more assistant treasurers and one or more assistant secretaries who shall serve as such until removed by the chairman or the Board of Directors. The assistant treasurers may be required to give bonds for the faithful discharge of their duties in such sums and with such sureties as the chairman shall determine. The assistant treasurers and assistant secretaries, in general, shall perform such duties as shall be assigned to them by the treasurer or the secretary, respectively, or by the chairman, but shall not be considered to be officers of the corporation solely by reason of such appointments or titles. SECTION 16. APPOINTIVE PRESIDENTS AND VICE PRESIDENTS. The chairman may from time to time designate employees of the corporation who are managing one or several groups, divisions, or other operations of the corporation as "President", "Vice President", or similar title, which employees shall not be considered to be officers of the corporation solely by reason of such appointments or titles. The chairman shall report such appointments to the Compensation Committee at least annually. SECTION 17. SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors on a monthly basis and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the corporation. -15- ARTICLE V INDEMNIFICATION OF OFFICERS, DIRECTORS EMPLOYEES AND AGENTS SECTION 1. NON-DERIVATIVE ACTIONS AND CRIMINAL PROSECUTIONS. To the extent permitted by applicable law from time to time in effect, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a Director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. SECTION 2. DERIVATIVE ACTIONS. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a Director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. -16- SECTION 3. RIGHT TO INDEMNIFICATION. To the extent that a Director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified by the corporation against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. SECTION 4. WHERE NO ADJUDICATION. Any indemnification under Sections 1 and 2 of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in said Sections 1 and 2. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable and a quorum of disinterested Directors so directs, by independent legal counsel (compensated by the corporation) in a written opinion, or (iii) by the stockholders. SECTION 5. EXPENSES. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this Article. SECTION 6. NON-EXCLUSIVE. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. SECTION 7. INSURANCE. The corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article or of applicable law. -17- ARTICLE VI CONTRACTS, LOANS, CHECKS AND DEPOSITS SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of any on behalf of the corporation, and such authority may be general or confined to specific instances. SECTION 2. LOANS. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. SECTION 4. DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select. ARTICLE VII STOCK CERTIFICATES SECTION 1. STOCK CERTIFICATES. Certificates representing shares of stock of the corporation shall be in such form as may be determined by the Board of Directors, shall be numbered and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder's name and number of shares and shall be signed by the chairman, the chairman of the Executive Committee, or a vice president and the treasurer or an assistant treasurer or the secretary or an assistant secretary, and shall be sealed with the seal of the corporation. If a stock certificate is countersigned (a) by a transfer agent other than the corporation or its employee, or (b) by a registrar other than the corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, -18- it may be issued by the corporation with the same effect as if he were such officer, transfer agent or regis-trar at the date of issue. SECTION 2. LOST CERTIFICATES. The Board of Directors may from time to time make such provision as it deems appropriate for the replacement of lost, stolen or destroyed stock certificates, including the requirement to furnish an affidavit and an indemnity. SECTION 3. TRANSFERS OF STOCK. Upon surrender to the corporation or the transfer agent of the corporation of a stock certificate duly endorsed or accompanied by proper evidence of succession, assignment of authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon the books of the corporation. The person in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation. SECTION 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one or more transfer agents and registrars and may thereafter require all stock certificates to bear the signature of a transfer agent and registrar. SECTION 5. RULES OF TRANSFER. The Board of Directors shall have the power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration of stock certificates of the corporation. ARTICLE VIII FISCAL YEAR The fiscal year of the corporation shall begin on the first day of January in each year and end on the thirty-first of December in each year. ARTICLE IX DIVIDENDS The Board of Directors may from time to time, declare, and the corporation may pay, dividends on its outstanding shares of stock in the manner and upon the terms and conditions provided by law and its Certificate of Incorporation. -19- ARTICLE X SEAL The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words "Corporate Seal, Delaware". ARTICLE XI WAIVER OF NOTICE Whenever any notice whatever is required to be given under the provisions of these by-laws or under the provisions of the Certificate of Incorporation or under the provisions of The General Corporation Law of Delaware, waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of any person at a meeting for which any notice whatever is required to be given under the provisions of these by-laws, the Certificate of Incorporation or The General Corporation Law of Delaware shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. -20- EX-10.J 3 DIRECTOR'S COMPENSATION Exhibit 10(j) Directors' Compensation Compensation for non-employee directors has three components, the first being paid in cash and the remaining two being tied to the Company's common stock. First, a $25,000 annual retainer is paid, together with an attendance fee of $1,000 for each Board of Directors' meeting and committee meeting. (Committee Chairmen receive an additional $600 for each meeting chaired.) The Company's deferred fee plan permits non-employee directors to defer receipt of all or any part of their fees. Amounts deferred are credited with interest at current rates and are paid after an individual ceases to be a director. Second, since 1992 the directors' compensation plan has linked a portion of their compensation directly with the interest of the stockholders. In 1995 incumbent non-officer directors received 900 shares of the Company's Common Stock pursuant to a restricted stock grant program. One-third of these shares vested on January 2, 1996 and the remaining two-thirds will vest equally on the first business day of 1997 and 1998, except that all shares vest on the date of death or retirement. The 300 shares that vested on January 2, 1996 were worth $17,663 on such date. Under the program a non-officer director who joins the Board between January 3, 1995 and January 2, 1998 will receive on the first business day of January following election a grant of 300 shares for each full year of service remaining during such period. The shares granted to the directors pursuant to this program are included in the table under "Security Ownership," as are shares under the 1992 program. Third, the Company adopted in 1995 a phantom stock plan for non-officer directors which grants to each such director 1,000 units of phantom stock. Each unit is equal in value to the market value of one share of the Company's common stock. The phantom stock account is credited with additional units in an amount equivalent to dividends on the Company's Common Stock and is adjusted for any stock dividends, stock splits, combinations or similar changes. (Certain long- term directors with short remaining service periods until retirement received a higher number.) The phantom stock units granted to eligible directors pursuant to this plan are included in the table under Security Ownership. A director is eligible for a cash distribution from his or her phantom stock account at retirement or approved resignation in the form of a lump sum or up to ten annual installments as elected by the director at the time of grant. In addition, the value of each director's phantom stock account will be distributed immediately to the director in the event of a corporate change of control, as defined in "Proposal to Approve 1996 Stock Incentive Plan." In 1995 the Company discontinued its directors' retirement plan for incumbent and future non-officer directors. Each of the eight surviving non-officer directors who retired prior to 1995 will continue to receive an annual payment during his lifetime equal to one-half of the annual retainer paid at retirement so long as such director serves the Company in an advisory capacity and refrains from any activity adverse to the best interests of the Company. Harold B. Smith has entered into a one-year agreement with the Company providing for a consulting fee of $85,000. After his retirement from the Company on March 31, 1995, H. Richard Crowther served on a transitional basis until June 30, 1995 at a retainer of $5,000 per month. 4 EX-21 4 SUBSIDIARIES & AFFILIATES EXHIBIT 21 March 1996 ILLINOIS TOOL WORKS INC. SUBSIDIARIES AND AFFILIATES OF THE COMPANY
PERCENT COMPANY RELATIONSHIP OWNERSHIP - ------------------------------------------------------- ------------ --------- A 3 Sud S.p.A. - Italy (1) Subsidiary 100% Accu-Lube Manufacturing GmbH - Germany Affiliate 50% Action Fasteners Pty. Ltd. - Australia (2) Subsidiary 100% Ampang Industries Philippines Co. Inc. - Philippines Subsidiary 100% Automated Label Systems Company - Ohio (3) Partnership 100% Buell Industries, Inc. - Delaware Subsidiary 100% Burseryds Bruk AB - Sweden Subsidiary 100% Bursped AB - Sweden (4) Subsidiary 100% Cahill Properties, Inc. - Ohio (5) Subsidiary 100% CEV Hydroelectric Company - Italy (6) Affiliate 5.77% Cintas Inyectadas Citex S.A. - Spain (7) Subsidiary 100% Coding Products Inc. - Michigan (8) Subsidiary 100% Comet S.A. - France Subsidiary 100% Company Consurtium Valle D'Aosta - Italy (6) Affiliate 1.37% Cumberland Leasing Co. - Illinois (9) Subsidiary 100% Denepark Pty Ltd. - Australia Subsidiary 100% Devcon Limited - Ireland Subsidiary 100% Devcon de Mexico, S.A. - Mexico Subsidiary 100% DeVilbiss Holding S.A. - France (10) Subsidiary 100% DeVilbiss Ransburg de Mexico S.A. de C.V. - Mexico (11) Subsidiary 100% DeVilbiss Equipamentos Para Pintura Ltda - Brazil Subsidiary 100% Doboy Verpackungsmachinen GmbH - Germany (12) Subsidiary 100% Elettonica Futura - Italy (13) Affiliate 42% Elta Plastics Limited - England (14) Subsidiary 100% Elettro GiBi S.p.A. - Italy Subsidiary 100% Envases Multipac, S.A. de C.V. - Mexico Affiliate 49% Etanco, S.A. - Spain (15) Affiliate 10% Expandet S.A. - France (10) Subsidiary 100% F T H SARL - France (10) Subsidiary 100% Fibre Glass-Evercoat Company of Canada - Canada Subsidiary 100% Fixing System S.A. - Switzerland Subsidiary 100% Gema Volstatic AG - Switzerland (11) Subsidiary 100% Gema Volstatic S.A. - France (11) Subsidiary 100% Gerrard-Signode Pte. Ltd. - Singapore Affiliate 49% Glen Lake Venture - Illinois (16) Affiliate 50% Ground Power Liquidating Inc. - Ohio (5) Subsidiary 100% HBC Liquidating Corp. - Delaware (5) Subsidiary 100% Haloila Vertrieb GmbH - Germany (10) Subsidiary 100% Heistrap Industriesysteme GmbH - Germany (17) Subsidiary 100% Hobart Ayau - Guatemala (18) Affiliate 50% Hobart Brothers Company Subsidiary 100% Hobart Brothers International A.G. - Switzerland (5) Subsidiary 100% Hobart Brothers International Chile Limitada - Chile (5) Subsidiary 100% Hobart Brothers International Ltd. - Delaware (5) Subsidiary 100% Hobart Brothers International Pte Ltd. - Singapore (5) Subsidiary 100% Hobart Brothers International S.A. de C. V. - Mexico (5) Subsidiary 100% Hobart Brothers of Canada, Inc. - Canada (5) Subsidiary 100% Hobart Diek - Honduras (18) Affiliate 25% Hobart Laser Products, Inc. - California(5) Subsidiary 100% Hobart Leasing, Inc. - Ohio (5) Subsidiary 100% Hobart Ridge, Inc. - Ohio (19) Affiliate 49% Hose Specialties/Capri, Inc. - Michigan Subsidiary 100% Hylec Elettro GiBi (UK) Ltd. - U.K. (13) Affiliate 33% ITW Asia (Pte.) Limited - Singapore Subsidiary 100%
Page 2... March 1996 ILLINOIS TOOL WORKS INC. Subsidiaries and Affiliates of the Company
PERCENT COMPANY RELATIONSHIP OWNERSHIP - ------------------------------------------------------- ------------ --------- ITW Austria Vertriebs-Ges.m.b.H. - Austria (20) Subsidiary 100% ITW Ateco GmbH - Germany (21) Subsidiary 100% ITW Automotive Products GmbH - Germany (22) Subsidairy 100% ITW Automotive Products GmbH & Co. KG - Germany (23) Subsidiary 100% ITW Befestigungssyteme GmbH - Germany (22) Subsidiary 100% ITW Bevestigingssystemen B.V. - Netherlands (24) Subsidiary 100% ITW Belgium S.A. - Belgium Subsidiary 100% ITW Canada Inc. - Canada Subsidiary 100% ITW Cayman - Cayman Islands (25) Subsidiary 100% ITW China Components Inc. - Delaware Subsidiary 100% ITW de Argentina S.A. - Argentina (26) Subsidiary 100% ITW de France S.A. - France (10) Subsidiary 100% ITW (Deutschland) GmbH - Germany (11) Subsidiary 100% ITW Devcon GmbH - Germany (22) Subsidiary 100% ITW Development Corporation - Illinois Subsidiary 100% ITW do Brasil Industrial e Comercial Ltda. - Brazil Subsidiary 100% ITW Dynatec (Hong Kong) Limited - Hong Kong Affiliate 50% ITW Dynatec Kabushiki Kaisha - Japan Subsidiary 100% ITW Dynatec Klebetechnik Holding GmbH - Germany (22) Subsidiary 100% ITW Dynatec Singapore Pte. Ltd. - Singapore Affiliate 50% ITW Dynatec Thailand Ltd. - Thailand Affiliate 50% ITW Espana S.A. - Spain (27) Subsidiary 100% ITW Fastex Italia S.p.A. - Italy Subsidiary 100% ITW Finishing Systems & Products Pty. Ltd. - Australia (11) Subsidiary 100% ITW Fixations - France (28) Subsidiary 100% ITW Gunther - France (10) Subsidiary 100% ITW Gunther - Netherlands (24) Subsidiary 100% ITW Hi-Cone Holdings - Ireland (29) Subsidiary 100% ITW Hi-Cone - Ireland (30) Subsidiary 100% ITW Highland Manufacturing Inc. - Delaware Subsidiary 100% I.T.W. Inc. - Illinois Subsidiary 100% ITW Industry Co., Ltd. - Japan (31) Subsidiary 100% ITW International Inc. - Delaware Subsidiary 100% ITW Italia S.p.A. - Italy Subsidiary 100% ITW Korea Inc. - Korea Subsidiary 100% ITW Leasing & Investments Inc. - Delaware Subsidiary 100% ITW Limited - England Subsidiary 100% ITW Mapri Industria e Commercio Ltda. - Brazil (32) Subsidiary 94.3% ITW Meritex Sdn Bhd - Malaysia (33) Subsidiary 100% ITW Mima Europe S.N.C. - France (34) Subsidiary 100% ITW Mortgage Investments I, Inc. - Delaware (9) Subsidiary 100% ITW Mortgage Investments II, Inc. - Delaware(9) Subsidiary 100% ITW Nederland B.V. - Netherlands Subsidiary 100% ITW New Zealand - New Zealand Subsidiary 100% ITW-Nifco Inc. - Delaware Affiliate 50% ITW Oberflachentechnik GmbH - Germany (22) Subsidiary 100% ITW Overseas Holdings Inc. - Delaware Subsidiary 100% ITW Overseas Investments Corp. - Delaware Subsidiary 100% ITW Packaging Corporation - Delaware Subsidiary 100% ITW Polska Inc. - Delaware Subsidiary 100% ITW Polska Sp. z.o.o. - Poland (35) Subsidiary 100% ITW Real Estate L.L.C. - Delaware (38) Subsidiary 100% ITW Residuals Inc. - Delaware Subsidiary 100% ITW Shelf Corporation - Delaware Subsidiary 100% ITW Shippers S.A. - Belgium (36) Subsidiary 100% ITW Signode Holdings GmbH - Germany Subsidiary 100% ITW Signode India Limited - India Affiliate 29%
Page 3... March 1996 ILLINOIS TOOL WORKS INC. Subsidiaries and Affiliates of the Company
PERCENT COMPANY RELATIONSHIP OWNERSHIP - ------------------------------------------------------- ------------ --------- ITW South America Inc. - Delaware Subsidiary 100% ITW Surfaces & Finition S.A. - France (37) Subsidiary 100% ITW Sverige AB - Sweden Subsidiary 100% ITW Switches Asia Ltd. - Taiwan Subsidiary 100% I.T.W. (Thailand) Co., Ltd. - Thailand Subsidiary 100% ITW XP Inc. - Delaware Subsidiary 100% Illinois Tool Works FSC Inc - Barbados (9) Subsidiary 100% Impex Walcar B.V. - Netherlands (24) Subsidiary 100% IMSA Signode, S.A. de C.V. - Mexico Affiliate 50% Inmobiliaria Cit, S.A. de C.V. - Mexico Affiliate 49% Indiana Pickling and Processing Company - Indiana (39) Partnership 35% Inpac Automation Ltd. - England (40) Subsidiary 100% IspraControl s.r.l. - Italy (41) Subsidiary 100% IspraFlex s.r.l. - Italy (13) Subsidiary 85% Jambro Ltd. - New Zealand Subsidiary 100% Jambro Pty. Ltd. - Australia (2) Subsidiary 100% Jemco de Mexico, S.A. de C.V. - Mexico Subsidiary 100% Jemco Engineering Co. - Illinois Subsidiary 100% Jemco Wiring Components Canada Limited - Canada Subsidiary 100% Kingsley Machine Tool Co. - California Subsidiary 100% Kormag Industries e Comercio Ltda. - Brazil Affiliate 40% Liljendals Bruk Ab - Finland Subsidiary 100% Loveshaw Corporation, The - Delaware Subsidiary 100% Lys Comet S.A. - France (42) Subsidiary 100% Lys Fusion S.p.A. - Italy Subsidiary 100% Lys Poland - Poland (6) Affiliate 31% MHTI Inc. - Canada Subsidiary 100% Maple Control Company - Michigan Subsidiary 100% Maple Roll Leaf Company, Inc. - Michigan (43) Subsidiary 100% Meritex (Penang) Sdn. Bhd. - Malaysia (33) Subsidiary 100% Meritex Plastic Industries, Inc. - Texas Subsidiary 100% Metallogen GmbH - Germany (44) Affiliate 20% Meypack Verpackungs und Palettiertechnik GmbH - Germany (22) Subsidiary 100% Miller Electric Mfg. Co. - Wisconsin Subsidiary 100% Miller Europe, S.p.A. - Italy (45) Subsidiary 100% Miller Group France S.A., The - France (10) Subsidiary 100% Miller Insurance, Ltd. - Bermuda (45) Subsidiary 100% Mima, Inc. - Florida Subsidiary 100% Minigrip Inc. - Delaware Subsidiary 100% Muller USA Inc. - Delaware (46) Subsidiary 100% Muller Manufacturing Ltd. - Canada (46) Subsidiary 100% Muller Packaging Inc. - Canada Subsidiary 100% N. A. Woodworth Company - Michigan Subsidiary 100% Newtec Automation Ltd. - England (40) Subsidiary 100% Newtec Iberica, S.A. - Spain (10) Subsidiary 100% Newtec Inc. - Delaware Subsidiary 100% Newtec International S.A. - France Subsidiary 100% Newtec Palettisation S.A. - France (10) Subsidiary 100% Newtec U.K. Ltd. - England (47) Subsidiary 100% Nifco Hi-Cone Leasing Company Limited - Japan Affiliate 40% Nuova Canottieri Olona - Italy (13) Affiliate .5% Nova Electric, Inc. - New Jersey (5) Subsidiary 100% Odesign, Inc. - Illinois Subsidiary 100% Odesign II, Inc. - Illinois Subsidiary 100% Odesign III, Inc. - Illinois Subsidiary 100% Odesign IV, Inc. - Illinois Subsidiary 100% Oxo Welding Equipment Company Inc. - Illinois (45) Subsidiary 100%
Page 4... March 1996 ILLINOIS TOOL WORKS INC. Subsidiaries and Affiliates of the Company
PERCENT COMPANY RELATIONSHIP OWNERSHIP - ------------------------------------------------------- ------------ --------- Oy M Haloila Ab - Finland (10) Subsidiary 100% Packaging Leasing Systems Inc. - Delaware Subsidiary 80% Padlocker, Inc. - New York (48) Subsidiary 100% Paslode Corporation - Illinois Subsidiary 100% Paslode S.A.R.L. - France (10) Subsidiary 100% Plastiglide Manufacturing Leasing Limited Partnership - Illinois Partnership 60.4% Pow Con Incorporated - Delaware (45) Subsidiary 100% Pro/Mark Corporation - Connecticut (49) Subsidiary 100% Ransburg Comercial Ltda. - Brazil (11) Subsidiary 100% Ransburg Corporation - Indiana Subsidiary 100% Ransburg Equipamentos Industrials Ltda. - Brasil (51) Affiliate 50% Ransburg-Gema s.r.l. - Italy (11) Subsidiary 100% Ransburg Industrial Finishing KK - Japan (11) Subsidiary 100% Ransburg Manufacturing Corporation - Indiana (11) Subsidiary 100% S.A.T. S.A. - France (10) Subsidiary 100% Scybele S.A. - France (10) Subsidiary 100% Serim s.r.l. - Italy (13) Subsidiary 51% Shanghai ITW Plastic & Metal Company Limited - China (52) Subsidiary 93% Shippers Paper Products Company - Ohio Subsidiary 100% Signode B.V. - Netherlands (24) Subsidiary 100% Signode Bernpak GmbH - Germany Subsidiary 100% Signode Bernpak, Inc. - Delaware Subsidiary 100% Signode France - France (10) Subsidiary 100% Signode Hong Kong Limited - Hong Kong Subsidiary 100% Signode International Trading Corporation - Illinois Subsidiary 100% Signode Ireland Limited - England (53) Affiliate 50% Signode Kabushiki Kaisha - Japan Subsidiary 100% Signode Overseas Inc. of Illinois - Illinois Subsidiary 100% Signode Packaging Systems Limited - East Africa Affiliate 20% Signode Pickling Corporation - Delaware Subsidiary 100% Signode Systems GmbH - Germany (20) Subsidiary 100% Silicone Products & Technology, Inc. - New York Subsidiary 100% Simco (Europe) B.V. - Netherlands (11) Subsidiary 100% Simco Japan Kabushiki Kaisha - Japan (54) Affiliate 50% Simco (Nederland) B.V. - Netherlands (55) Subsidiary 100% Snipgrove Limited - England Affiliate 48.5% Sociedad Laboral - Spain (18) Affiliate 50% Societe de Prospection et d'Invention Techniques - France (10) Subsidiary 100% Societe Nouvelle SARL Provence Plastic - France (28) Subsidiary 100% Stretch Packaging Services Inc. - Canada Subsidiary 100% Stretch Packaging Systems Inc. - Canada Subsidiary 100% Tampo-Tool, Inc. - Illinois Subsidiary 100% Thermal Liquidating Corp - Ohio (5) Subsidiary 100% Thimeca S.A. - France (10) Subsidiary 100% Thimon S.A. - France (10) Subsidiary 100% Trans Tech America, Inc. - Illinois Subsidiary 100% United Silicone Inc. - New York Subsidiary 100% Vortec Corporation - Ohio (11) Subsidiary 100% W. A. Deutsher Pty. Ltd. - Australia Subsidiary 100% Waterbury Buckle Company - Connecticut Subsidiary 100% 3635 Touhy L.L.C. - Illinois (56) Subsidiary 100%
Page 5... March 1996 ILLINOIS TOOL WORKS INC. Subsidiaries and Affiliates of the Company (1) Wholly owned by Lys Fusion S.p.A. (2) Wholly owned by W. A. Deutsher Pty. Ltd. (3) 50% owned by ITW Packaging Corporation; 50% owned by ITW XP Inc. (4) Wholly owned by Burseryds Bruk AB (5) Wholly owned by Hobart Brothers Company (6) Ownership interest is by Lys Fusion S.p.A. (7) Wholly owned by ITW Espana S.A. (8) 80% owned by Maple Control Company; 20% owned by Illinois Tool Works Inc. (9) Wholly owned by ITW Leasing & Investments Inc (10) Wholly owned by Newtec International S.A. (11) Wholly owned by Ransburg Corporation (12) Wholly owned by Meypack Verpackungs und Palettiertechnik GmbH (13) Ownership interest is by Elettro GiBi S.p.A. (14) Wholly owned by Snipgrove Limited (15) Ownership interest is by ITW Espana S.A. (16) Ownership interest is by Odesign, Inc. (17) Wholly owned by Signode Bernpak GmbH (18) Ownership interest is by Hobart Brothers Company (19) Ownership interest is by Cahill Properties, Inc. (20) Wholly owned by ITW Signode Holdings GmbH (21) Wholly owned by ITW Dynatec Klebetechnik Holding GmbH (22) Wholly owned by ITW (Deutschland) GmbH (23) 99.9% owned by ITW Befestigungssysteme GmbH; .1% owned by ITW Automotive Products GmbH (24) Wholly owned by ITW Nederland B.V. (25) Wholly owned by ITW Overseas Holdings Inc. (26) Wholly owned by ITW South America Inc. (27) Wholly owned by ITW International Inc. (28) Wholly owned by Societe de Prospection et D'Invention Techniques (29) .1% owned by ITW Cayman; 99.9% by ITW Overseas Investments Corp. (30) .1% owned by ITW Cayman; 99.9% by ITW Hi-Cone Holdings (31) Wholly owned by Ransburg Industrial Finishing KK (32) 91.29% owned by Illinois Tool Works Inc.; .46% owned by ITW do Brasil Industrial e Comercial Ltda.. (33) Wholly owned by Meritex Plastic Industries, Inc. (34) 99% owned by Newtec International S.A.; 1% owned by ITW de France S.A. (35) Wholly owned by ITW Polska Inc. (36) 24% owned by ITW Belgium S.A.; 76% owned by Scybele S.A. (37) Wholly owned by DeVilbiss Holding, S.A. - France (38) 99% owned by ITW Mortgage Investments I; 1% owned by Illinois Tool Works Inc. (39) Ownership interest is by Signode Pickling Corporation (40) Wholly owned by Newtec U.K. Ltd. (41) Wholly owned by Elettro GiBi S.p.A. (42) 50% owned by Newtec International S.A.; 50% owned by Lys Fusion S.p.A. (43) Wholly owned by Maple Control Company (44) Ownership interest is by Hobart Brothers International A. G. (45) Wholly owned by Miller Electric Mfg. Co. (46) Wholly owned by Newtec Inc. (47) Wholly owned by ITW Limited (48) Wholly owned by The Loveshaw Corporation (49) Wholly owned by Maple Roll Leaf Company, Inc. (50) Wholly owned by ITW do Brasil Participacoes Ltda. (51) Ownership interest is by Ransburg Comercial Ltda. (52) Ownership interest is by ITW China Components Inc. (53) Ownership interst is by ITW Limited (54) Ownership interest is by Ransburg Corporation (55) Wholly owned by Simco (Europe) B.V. (56) 50% owned by I.T.W. Inc.; 50% owned by ITW Development Corporation EX-22 5 ELECTION OF DIRECTORS Exhibit 22 Election of Directors Thirteen directors of the Company are to be elected to hold office until the next annual meeting or until their successors are duly elected and qualified or until their earlier resignation or removal. Unless otherwise directed, proxies will be voted at the meeting for the election of the persons listed below, or in the event of an unforeseen contingency, for different persons as substitutes. The Nominating Committee and the Board of Directors as a whole are recommending this slate, and note with particular regret the retirements from the Board of Silas S. Cathcart, the Company's former Chairman, and John D. Nichols, the current Chairman, after 32 years and 15 years, respectively, of distinguished service on the Board. Set forth below are the name, age, principal occupation and other information concerning each nominee. Julius W. Becton, Jr. (69) Former President, Prairie View A&M University from 1989 through 1994. Mr. Becton served as Director of the Federal Emergency Management Agency from 1985 to 1989 after 40 years of commissioned service in the U.S. Army, during which he attained the rank of Lieutenant General. He is a director of The Wackenhut Corporation and has been a director of the Company since 1992. 1 Susan Crown (37) Vice President, Henry Crown and Company since 1984. Henry Crown and Company is a family owned and operated company with investments in securities, real estate, resort properties and manufacturing operations. Ms. Crown is a director of Baxter International Inc. She is also a trustee and executive committee member of Rush-Presbyterian-St. Luke's Medical Center in Chicago and a trustee of The Yale Corporation. She has been a director of the Company since 1994. H. Richard Crowther (63) Former Vice Chairman of the Company from 1990 through March 31, 1995. Prior to becoming Vice Chairman, Mr. Crowther was Executive Vice President from 1983 through 1989 and has a total of 36 years service with the Company. He is a director of Applied Power Inc. and has been a director of the Company since 1995. W. James Farrell (53) President of the Company since December 1994 and Chief Executive Officer since September 1995. Mr. Farrell served as Executive Vice President from 1983 to December 1994 and has a total of 30 years service with the Company. Mr. Farrell is a director of Hon Industries Inc. and has been a director of the Company since 1995. L. Richard Flury (48) Executive Vice President, Amoco Corporation (energy and chemicals) since January 1996; formerly Senior Vice President for Shared Services from June 1994 through December 1995 and Executive Vice President, Amoco Chemical Co., from January 1991 to June 1994, with a total of 26 years service with Amoco. Mr. Flury is a director of the Illinois Coalition, North Central College, the Field Museum and Amoco Foundation, and has been a director of the Company since 1995. Richard M. Jones (69) Former Chairman and Chief Executive Officer, Guaranty Federal Savings Bank from 1989 through 1991. Mr. Jones was President of Sears, Roebuck and Co. (diversified merchandise, insurance, real estate and financial services) from 1986 to 1988 and Chief Financial Officer from 1980 to 1988. Mr. Jones is a director of Applied Power Inc., Baker, Fentress & Co., Guaranty Federal Savings Bank and MCI Communications Corp., and has been a director of the Company since 1988. George D. Kennedy (69) Former Chairman, Mallinckrodt Group Inc. (animal and human health) from 1991 to 1994 and Chairman and Chief Executive Officer from 1986 to 1991. Mr. Kennedy is a director of American National Can Corporation, Brunswick Corporation, Kemper National Insurance Company, Scotsman Industries, Inc. and Stone Container Corporation, and has been a director of the Company since 1988. Richard H. Leet (69) Former Vice Chairman, Amoco Corporation (energy and chemicals) from March 1991 to October 1991 and Executive Vice President from 1983 through February 1991. Mr. Leet is a director of Great Lakes Chemical Corporation, Landauer Inc. and Vulcan Materials Corp., was formerly President of the Boy Scouts of America, and has been a director of the Company since 1988. Robert C. McCormack (56) Partner, Trident Capital L.P. (venture capital) since January 1993; Assistant Secretary of the Navy from 1990 to 1993; Deputy Under Secretary of Defense from 1987 to 1990; and Managing Director, Morgan Stanley & Co. Incorporated (investment banking) from 1985 to 1987. Mr. McCormack is a director of DeVry, Inc. and has been a director of the Company since 1993. He was previously a director from 1978 through 1987. Phillip B. Rooney (51) President and Chief Operating Officer, WMX Technologies Inc. (environmental services) since 1985; and Chairman and Chief Executive Officer, Wheelabrator Technologies Inc. (environmental services) since 1990. Mr. Rooney is a director of Caremark International Inc., The ServiceMaster Company, Urban 2 Shopping Centers Inc., Waste Management International plc, Wheelabrator Technologies Inc. and WMX Technologies, Inc., and has been a director of the Company since 1990. Harold B. Smith (62) Chairman of the Executive Committee of the Company since 1982. Mr. Smith is a director of W.W. Grainger Inc. and Northern Trust Corporation and a Trustee of The Northwestern Mutual Life Insurance Company. He has been a director of the Company since 1968. Ormand J. Wade (56) Former Vice Chairman, Ameritech Corp. (telecommunications products and services) from 1987 to 1993 and President and Chief Executive Officer, Illinois Bell Telephone Company, from 1982 through 1986. Mr. Wade is a director of Andrew Corporation and Westell Inc. and has been a director of the Company since 1985. Calvin A. H. Waller (58) Senior Vice President, Kaiser-Hill LLC (construction and environmental services) since August 1994. Former President and Chief Executive Officer of RKK, Ltd. (environmental technology) from 1993 to 1994 and Chief Operating Officer from November 1991 to May 1993. After 32 years of military service, Mr. Waller retired from the U.S. Army in October 1991 with the rank of Lieutenant General, having served as, among other positions, Deputy Commander-in-Chief of Operations Desert Shield and Desert Storm. Mr. Waller is a director of Interpoint Corp. and RADICA Games, Ltd. of Hong Kong and has been a director of the Company since 1995. 3 Executive Compensation The table below summarizes the compensation of the Chief Executive Officer and the other four most highly compensated Executive Officers. On September 1, 1995 Mr. Farrell became Chief Executive Officer, succeeding Mr. Nichols who continued to serve as Chairman and as an Executive Officer. SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION ------------------------------- ANNUAL COMPENSATION AWARDS PAYOUTS ----------------------------------- --------------------- --------- RESTRICTED SECURITIES OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION POSITION YEAR ($)(/1/) ($)(/1/)(/2/) ($)(/3/) ($)(/4/) ($) ($) ($) ------------------ ---- -------- ------------- ------------ ---------- ---------- --------- ------------ John D. Nichols 1995 747,942 1,000,000 -- -- 80,000 1,413,025(/5/) 42,560(/7/)(/8/) Chairman and Chief 1994 652,067 750,000 -- -- -- 1,145,276(/5/) 27,014 Executive Officer 1993 600,000 567,600 -- -- 50,000 950,111(/5/) 18,269 W. James Farrell 1995 317,212 370,000 -- -- 60,000 -- 38,000(/7/)(/8/)(/9/) President and Chief 1994 250,850 291,200 -- 1,400,000 -- -- 9,236 Executive Officer 1993 242,000 228,000 -- -- 36,996 -- 7,332 Frank S. Ptak 1995 219,397 219,670 -- -- 30,000 -- 10,252(/7/)(/8/) Executive 1994 192,165 195,000 -- 1,400,000 -- -- 7,320 Vice President 1993 180,000 177,000 -- -- 30,000 139,758(/6/) 5,507 F. Ronald Seager 1995 209,501 206,150 -- -- 30,000 -- 11,306(/7/)(/8/) Executive 1994 199,606 182,608 -- 875,000 -- -- 7,733 Vice President 1993 189,479 166,000 -- -- 30,000 124,593(/6/) 5,814 Russell M. Flaum 1995 199,452 195,000 -- -- 15,000 -- 6,364(/7/)(/8/) Executive 1994 179,660 176,540 -- 875,000 -- -- 5,074 Vice President 1993 169,534 151,400 -- -- 15,000 -- 5,119
- -------- (1) Actual salary or bonus earned, including any amounts deferred under the Company's 1993 Executive Contributory Retirement Income Plan or the Savings and Investment Plan or both. (2) Amounts awarded under the Executive Incentive Plan are calculated on the base salary of record as of December 31 for the respective years and paid in the subsequent year. (3) Perquisites and other personal benefits, securities and property in the aggregate do not exceed the threshold reporting level of the lesser of $50,000 or 10% of total salary and bonus reported for the named Executive Officer. (4) Represents the value on the grant date (December 8, 1994) of restricted stock grants authorized under the 1979 Stock Incentive Plan. The number of shares granted and their value as of December 31, 1995 for each of the officers were: Mr. Farrell, 32,000 shares ($1,888,000); Mr. Ptak, 32,000 shares ($1,888,000); Mr. Seager, 20,000 shares ($1,180,000); and Mr. Flaum, 20,000 shares ($1,180,000). These individuals may exercise full voting rights as to the restricted stock and are entitled to receive all dividends and other distributions paid on the restricted stock from the date of grant until forfeited or sold. Messrs. Farrell's and Ptak's shares each vest in the following manner: 3,200 on December 31, 1995; 4,800 on December 31, 1996; 6,400 on December 31, 1997; 6,400 on December 31, 1998; 6,400 on December 31, 1999; 3,200 on December 31, 2000; and 1,600 on December 31, 2001. Messrs. Seager's and Flaum's shares each vest in the following manner: 2,000 on December 31, 1995; 3,000 on December 31, 1996; 4,000 on December 31, 1997; 4,000 on December 31, 1998; 4,000 on December 31, 1999; 2,000 on December 31, 2000; and 1,000 on December 31, 2001. Unvested shares will be forfeited if the executive leaves the Company for any reason other than retirement, death or disability. (5) For 1995, the market value of 20,000 phantom stock units, the vesting of which was approved by the Compensation Committee on February 16, 1996 to be effective March 31, 1996, was $1,180,000 as of 7 December 31, 1995; and interest and dividends credited on 284,000 shares in Mr. Nichols' Phantom Stock Account totaled $233,025. For 1994, the market value as of the date of vesting (March 31, 1995) for 20,000 phantom shares was $977,500 and interest and dividends credited on 264,000 shares in his account totaled $167,776. For 1993, the market value as of the date of vesting (March 31, 1994) for 20,000 phantom shares was $810,000 and interest and dividends credited on 244,000 shares in his account totaled $140,111. Units have been adjusted where appropriate to reflect the 2-for-1 stock split effective June 1993. (6) Cash and market value of Common Stock paid in 1993 for performance share appreciation units granted under the Company's 1979 Stock Incentive Plan for a three-year performance period ended December 31, 1992. (7) Includes company matching contributions to the Executive Officers' accounts in the 1993 Executive Contributory Retirement Income Plan. For 1995 the amounts are: Mr. Nichols, $22,438; Mr. Farrell, $9,516; Mr. Ptak, $6,582; and Mr. Seager, $6,306. The Company matching contribution to Mr. Flaum's Savings and Investment Plan account was $4,603. (8) Includes interest credited on deferred compensation in excess of 120% of the Applicable Federal Long Term Rate. For 1995 the amounts are: Mr. Nichols, $20,122; Mr. Farrell, $3,161; Mr. Ptak, $3,670; Mr. Seager, $5,000; and Mr. Flaum, $1,761. (9) Includes $25,323 representing imputed income for 1995 on Mr. Farrell's outstanding home loan balance. As of April 1, 1996, W. James Farrell, the Company's Chief Executive Officer, was indebted to the Company in the amount of $420,000 (formerly $460,000) arising out of a second mortgage on a home loan made by the Company in lieu of Mr. Farrell's selling shares of common stock of the Company. The imputed rate of interest on the loan is 7.34% per annum and the loan is repayable in five annual installments. In addition, the Company has a loan program for executive officers to assist them in complying with the Company's stock ownership guidelines. As of February 29, 1996, Mr. Farrell had a loan outstanding for $83,975 payable December 31, 2000, bearing interest at a rate of 5.91% per annum and secured by 3,200 shares of common stock of the Company. The five-year term of the promissory note is renewable, but the note is repayable 180 days following termination of employment with the Company (or immediately if termination is for gross or willful misconduct) and upon bankruptcy, insolvency or death of the employee or breach of the terms of the note or the pledge agreement. ---------------- The table below sets forth information as to options granted during 1995 to the Executive Officers listed in the Summary Compensation Table. OPTION GRANTS IN 1995
INDIVIDUAL GRANTS ---------------------------------------- % OF NUMBER OF TOTAL POTENTIAL REALIZABLE VALUE SECURITIES OPTIONS AT ASSUMED ANNUAL RATES OF UNDERLYING GRANTED EXERCISE STOCK PRICE APPRECIATION OPTIONS TO OR BASE FOR OPTION TERM(/1/) GRANTED EMPLOYEES PRICE EXPIRATION ------------------------------- NAME (#)(/2/) IN 1995 ($/SH) DATE 0% ($) 5% ($) 10% ($) - ---- ---------- --------- -------- ---------- ------ --------- --------- John D. Nichols......... 80,000 10.3% 60.25 05/03/99(/3/) 0 871,999(/3/) 1,849,947(/3/) W. James Farrell........ 60,000 7.7% 60.25 12/08/05 0 2,273,454 5,761,379 Frank S. Ptak........... 30,000 3.8% 60.25 12/08/05 0 1,136,727 2,880,689 F. Ronald Seager........ 30,000 3.8% 60.25 12/08/05 0 1,136,727 2,880,689 Russell M. Flaum........ 15,000 1.9% 60.25 12/08/05 0 568,364 1,440,345
- -------- (1) The dollar amounts under these columns are the result of calculations at 0% and at the 5% and 10% rates set by the Securities and Exchange Commission. They are therefore not intended to forecast possible future appreciation, if any, of the Company's Common Stock price and reflect neither the income tax liability of the individual recipients nor the time value of money. The Company did not use 8 an alternative formula for a grant date valuation as the Company is not aware of any formula which will determine with reasonable accuracy a present value based on future unknown or volatile factors. (2) These grants become exercisable as to 25% of the shares underlying the options on each of the first four anniversaries of the grant, and are generally fully exercisable after the first anniversary in the event of retirement, disability or death. A restorative option right as described under the section "Proposal to Approve 1996 Stock Incentive Plan" applies to these grants so long as the option holder is employed by the Company. (3) Based on Mr. Nichols' planned retirement on May 3, 1996 and the program's current three year exercise period after retirement. ---------------- The table below sets forth information as to option exercises during 1995 as well as the number and value of unexercised options as of December 31, 1995 for the Executive Officers listed in the Summary Compensation Table. AGGREGATED OPTION EXERCISES IN 1995 AND 1995 YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS ACQUIRED VALUE OPTIONS AT YEAR END (#) AT YEAR END ($)(/1/) ON EXERCISE REALIZED ------------------------- ------------------------- NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ---- ----------- -------- ----------- ------------- ----------- ------------- John D. Nichols......... -- -- 25,000 105,000 565,625 565,625 W. James Farrell........ -- -- 59,996 75,000 1,768,787 339,375 Frank S. Ptak........... 4,000 198,250 42,000 45,000 1,265,250 339,375 F. Ronald Seager........ -- -- 55,000 45,000 1,736,250 339,375 Russell M. Flaum........ -- -- 22,300 22,500 646,088 169,688
- -------- (1) Based on the year-end closing market price of the Company's Common Stock ($59.00). RETIREMENT PLANS The Company's principal non-contributory defined benefit pension plan covers employees of participating business units. Executive Officers participate in this plan on the same basis as do approximately 10,000 other eligible employees. Benefit amounts are based on years of service and average monthly compensation for the five highest consecutive years out of the last ten years of employment. The following table illustrates the maximum estimated annual benefits to be paid upon normal retirement at age 65 to individuals in specified compensation and years of service classifications. The table does not reflect the limitations contained in the Internal Revenue Code of 1986 on benefit accruals under the Pension Plan. Under a plan adopted by the Board of Directors, supplemental payments in excess of those limitations will be made to participants designated by the Compensation Committee in order to maintain benefits upon retirement at the levels provided under the Pension Plan's formula.
ESTIMATED ANNUAL NORMAL RETIREMENT BENEFITS(/1/) -------------------------------------------------------------- YEARS OF SERVICE AT NORMAL RETIREMENT(/2/) COMPENSATION(/3/) 10 15 20 25 30 35 40 ----------------- -------- -------- -------- -------- -------- -------- -------- $ 250,000.............. $ 41,250 $ 61,875 $ 82,500 $103,125 $123,750 $133,125 $142,500 500,000.............. 82,500 123,750 165,000 206,250 247,500 266,250 285,000 750,000.............. 123,750 185,625 247,500 309,375 371,250 399,375 427,500 1,000,000.............. 165,000 247,500 330,000 412,500 495,000 532,500 570,000 1,250,000.............. 206,250 309,375 412,500 515,625 618,750 665,625 712,500 1,500,000.............. 247,500 371,250 495,000 618,750 742,500 798,750 855,000 1,750,000.............. 288,750 433,125 577,500 721,875 866,250 931,875 997,500
- -------- (1) Amounts shown exceed actual amounts by .65% of Social Security covered compensation for each year of service up to 30 years. (2) Years of service as of December 31, 1995 for the five most highly compensated Executive Officers were as follows: Mr. Nichols, 26.2 years; Mr. Farrell, 30.5 years; Mr. Ptak, 20.1 years; Mr. Flaum, 20.2 years; 9 Security Ownership The following table sets forth information regarding ownership of the Company's Common Stock as of December 31, 1995 by each director and nominee for director; by each of the named executive officers; by directors, nominees and executive officers as a group; and by other persons who, to the knowledge of the Company, own of record or beneficially more than 5% of the outstanding Common Stock of the Company.
DIRECTORS' NAME OF BENEFICIAL OWNER AMOUNT AND NATURE OF PHANTOM STOCK PERCENT OF OR GROUP BENEFICIAL OWNERSHIP(/1/) UNITS(/2/) CLASS - ------------------------ ------------------------- ------------- ---------- Directors and Nominees (Other than Executive Officers) Julius W. Becton, Jr............................ 1,300 1,713 * Silas S. Cathcart............................... 159,974(/3/) 1,713 * Susan Crown..................................... 3,900(/4/) 1,000 * H. Richard Crowther............................. 232,986(/5/)(/6/)(/7/) 1,075 * L. Richard Flury................................ 600(/7/) 1,000 * Richard M. Jones................................ 5,500 1,713 * George D. Kennedy............................... 1,760 1,713 * Richard H. Leet................................. 4,500 1,713 * Robert C. McCormack............................. 7,260,050(/8/)(/9/) 1,000 6.1 Phillip B. Rooney............................... 5,500 1,000 * Harold B. Smith................................. 19,678,858(/9/)(/1//0/) -- 16.7 Ormand J. Wade.................................. 1,900 1,000 * Calvin A. H. Waller............................. 600(/7/) 1,000 * Executive Officers W. James Farrell................................ 105,432(/6/)(/1//1/) * Russell M. Flaum................................ 42,957(/6/)(/1//2/) * John D. Nichols................................. 439,157(/6/)(/1//3/) * Frank S. Ptak................................... 80,952(/6/) * F. Ronald Seager................................ 85,100(/6/)(/1//4/) * Directors, Nominees and All Executive Officers as a Group (25 Persons)............................ 20,993,615(/6/) 15,640 17.5 Other Principal Beneficial Owners Edward Byron Smith, Jr........................... 7,572,506(/1//5/) 6.3 The Northern Trust Company....................... 23,701,591(/1//6/) 19.8
- -------- *Less than 1% of Class (1) Unless otherwise noted, ownership is direct. (2) Represents units of phantom stock granted under the phantom stock plan for non-officer directors. Each unit is equal in value to one share of Common Stock. The units are not transferable and have no voting rights. (3) Includes 12,920 shares owned by Mr. Cathcart's wife, as to which he disclaims beneficial ownership; 11,664 shares owned by a trust as to which Mr. Cathcart has sole voting and investment power; 560 shares owned by a trust as to which he shares voting and investment power; and 5,000 shares owned by a charitable organization of which he is president and a director. (4) Includes 1,000 shares owned in a trust as to which Ms. Crown shares voting and investment power. (5) Includes 152,176 shares held in a revocable living trust as to which Mr. Crowther shares voting and investment power. (6) Includes shares covered by stock options exercisable within 60 days of December 31, 1995 as follows: Mr. Crowther, 75,620; Mr. Farrell 59,996; Mr. Flaum, 22,300; Mr. Nichols, 25,000; Mr. Ptak, 42,000; Mr. Seager, 55,000; and directors, nominees and executive officers as a group, 396,466. 5 (7) Includes 600 shares of restricted stock granted on January 2, 1996 under the Directors' Restricted Stock Plan. (8) Includes 3,760 shares held in a revocable living trust as to which Mr. McCormack has sole voting and investment power, 200 shares owned in a trust as to which he shares voting and investment power with The Northern Trust Company, and 7,255,890 shares as described in Footnote 9. (9) Robert C. McCormack, Edward Byron Smith, Jr., Harold B. Smith and The Northern Trust Company are trustees of twelve trusts owning 7,255,890 shares as to which they share voting and investment power. (10) Includes 175,088 shares held in a revocable living trust as to which Harold B. Smith has sole voting and investment power; 10,944,128 shares owned in twelve trusts as to which he shares voting and investment power with The Northern Trust Company and others; 1,082,240 shares owned in eleven trusts as to which he shares voting and investment power; 7,255,890 shares as described in Footnote 9; and 43,056 shares owned by a charitable foundation of which he is a director. (11) Includes 1,506 shares held by Mr. Farrell as custodian for his minor child and 1,000 shares owned by his wife, as to both of which Mr. Farrell disclaims beneficial ownership. (12) Includes 657 shares allocated to Mr. Flaum's account in the Company's Savings and Investment Plan. (13) Includes 322,038 shares held in a family partnership of which Mr. Nichols is general partner and shares voting and investment power; 5,600 shares owned in a revocable living trust as to which Mr. Nichols has sole voting and investment power; 7,200 shares owned by Mr. Nichols' wife, as to which Mr. Nichols disclaims beneficial ownership; 6,148 shares held by Mrs. Nichols as custodian for their children, as to which Mr. Nichols disclaims beneficial ownership; 3,741 shares allocated to his account in the Company's Savings and Investment Plan; and 69,430 shares owned by a charitable foundation of which he is a co-trustee. (14) Includes 10,876 shares held in a revocable living trust as to which Mr. Seager has sole voting and investment power and 1,138 shares owned by his wife, as to which Mr. Seager disclaims beneficial ownership. (15) Includes 10,874 shares owned in a trust as to which Edward Byron Smith, Jr. has sole voting and investment power; 96,200 shares owned in a trust as to which The Northern Trust Company has sole voting and investment power; 116,800 shares owned in three trusts as to which Mr. Smith shares voting and investment power; and 7,255,890 shares as described in Footnote 9. Also includes the following shares held for the benefit of Mr. Smith's children: 59,990 shares owned in two trusts as to which The Northern Trust Company has sole voting and investment power; 6,720 shares held in a trust as to which Mr. Smith and his wife share voting and investment power; 9,320 shares held in a trust as to which Mr. Smith's wife and sisters share voting and investment power; and 4,400 shares owned in two trusts as to which Mr. Smith's sisters share voting and investment power. (16) Including its holdings as trustee described in Footnotes 8, 9, 10 and 15, The Northern Trust Company and its affiliates act as sole fiduciary or co-fiduciary of trusts and other fiduciary accounts which own an aggregate of 23,701,591 shares. They have sole voting power with respect to 4,382,707 shares and share voting power with respect to 18,821,882 shares. They have sole investment power with respect to 1,629,910 shares and share investment power with respect to 19,400,590 shares. In addition, The Northern Trust Company holds in other accounts, but does not beneficially own, 7,298,079 shares, resulting in aggregate holdings by The Northern Trust Company of 30,999,670 shares (25.9%). Because of their holdings individually and as trustees, the holdings of their immediate families and/or their positions with the Company, Robert C. McCormack, Edward Byron Smith Jr. and Harold B. Smith may be deemed to be "controlling persons" of the Company within the meaning of the Securities Act of 1933, as amended. Robert C. McCormack, Edward Byron Smith, Jr. and Harold B. Smith have a common great grandfather, Byron L. Smith. The Company maintains normal commercial banking relationships with The Northern Trust Company, which also acts as the trustee under the Company's pension plan. The Northern Trust Company is a wholly owned subsidiary of Northern Trust Corporation. Harold B. Smith, a director of the Company, is also a director of Northern Trust Corporation. 6 EX-23 6 CONSENT OF ACCOUNTANTS EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our reports dated January 29, 1996 included in this Form 10-K into the Company's previously filed registration statements on Form S-8 (File No.'s 33-8510 and 33-53517), Form S-4 (File No. 33-60013) and Form S-3(File No. 33-5780). ARTHUR ANDERSEN LLP Chicago, Illinois March 28, 1996 EX-24 7 POWERS OF ATTORNEY EXHIBIT 24 ILLINOIS TOOL WORKS INC. FORM 10-K ANNUAL REPORT _______________________ POWER OF ATTORNEY _______________________ KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints John D. Nichols, W. James Farrell, Harold B. Smith, and Stewart S. Hudnut, and each of them, his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign the Company's Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 16th day of February 1996. (s) Julius W. Becton, Jr. ----------------------------------- (signature) Julius W. Becton, Jr. ------------------------------------ (printed name) ILLINOIS TOOL WORKS INC. FORM 10-K ANNUAL REPORT _______________________ POWER OF ATTORNEY _______________________ KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints John D. Nichols, W. James Farrell, Harold B. Smith, and Stewart S. Hudnut, and each of them, his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign the Company's Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 16th day of February 1996. (s) Silas S. Cathcart ----------------------------------- (signature) Silas S. Cathcart ------------------------------------ (printed name) ILLINOIS TOOL WORKS INC. FORM 10-K ANNUAL REPORT _______________________ POWER OF ATTORNEY _______________________ KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints John D. Nichols, W. James Farrell, Harold B. Smith, and Stewart S. Hudnut, and each of them, his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign the Company's Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 16th day of February 1996. (s) Susan Crown ----------------------------------- (signature) Susan Crown ------------------------------------ (printed name) ILLINOIS TOOL WORKS INC. FORM 10-K ANNUAL REPORT _______________________ POWER OF ATTORNEY _______________________ KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints John D. Nichols, W. James Farrell, Harold B. Smith, and Stewart S. Hudnut, and each of them, his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign the Company's Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 16th day of February 1996. (s) H. Richard Crowther ----------------------------------- (signature) H. Richard Crowther ------------------------------------ (printed name) ILLINOIS TOOL WORKS INC. FORM 10-K ANNUAL REPORT _______________________ POWER OF ATTORNEY _______________________ KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints John D. Nichols, W. James Farrell, Harold B. Smith, and Stewart S. Hudnut, and each of them, his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign the Company's Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 16th day of February 1996. (s) W. James Farrell ----------------------------------- (signature) W. James Farrell ------------------------------------ (printed name) ILLINOIS TOOL WORKS INC. FORM 10-K ANNUAL REPORT _______________________ POWER OF ATTORNEY _______________________ KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints John D. Nichols, W. James Farrell, Harold B. Smith, and Stewart S. Hudnut, and each of them, his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign the Company's Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 16th day of February 1996. (s) L . Richard Flury ----------------------------------- (signature) L. Richard Flury ------------------------------------ (printed name) ILLINOIS TOOL WORKS INC. FORM 10-K ANNUAL REPORT _______________________ POWER OF ATTORNEY _______________________ KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints John D. Nichols, W. James Farrell, Harold B. Smith, and Stewart S. Hudnut, and each of them, his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign the Company's Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 16th day of February 1996. (s) Richard M. Jones ----------------------------------- (signature) Richard M. Jones ------------------------------------ (printed name) ILLINOIS TOOL WORKS INC. FORM 10-K ANNUAL REPORT _______________________ POWER OF ATTORNEY _______________________ KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints John D. Nichols, W. James Farrell, Harold B. Smith, and Stewart S. Hudnut, and each of them, his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign the Company's Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 16th day of February 1996. (s) George D. Kennedy ----------------------------------- (signature) George D. Kennedy ------------------------------------ (printed name) ILLINOIS TOOL WORKS INC. FORM 10-K ANNUAL REPORT _______________________ POWER OF ATTORNEY _______________________ KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints John D. Nichols, W. James Farrell, Harold B. Smith, and Stewart S. Hudnut, and each of them, his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign the Company's Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 16th day of February 1996. (s) Richard H. Leet ----------------------------------- (signature) Richard H. Leet ------------------------------------ (printed name) ILLINOIS TOOL WORKS INC. FORM 10-K ANNUAL REPORT _______________________ POWER OF ATTORNEY _______________________ KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints John D. Nichols, W. James Farrell, Harold B. Smith, and Stewart S. Hudnut, and each of them, his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign the Company's Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 16th day of February 1996. (s) Robert C. McCormack ----------------------------------- (signature) Robert C. McCormack ------------------------------------ (printed name) ILLINOIS TOOL WORKS INC. FORM 10-K ANNUAL REPORT _______________________ POWER OF ATTORNEY _______________________ KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints John D. Nichols, W. James Farrell, Harold B. Smith, and Stewart S. Hudnut, and each of them, his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign the Company's Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 16th day of February 1996. (s) John D. Nichols ----------------------------------- (signature) John D. Nichols ------------------------------------ (printed name) ILLINOIS TOOL WORKS INC. FORM 10-K ANNUAL REPORT _______________________ POWER OF ATTORNEY _______________________ KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints John D. Nichols, W. James Farrell, Harold B. Smith, and Stewart S. Hudnut, and each of them, his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign the Company's Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 16th day of February 1996. (s) Phillip B. Rooney ----------------------------------- (signature) Phillip B. Rooney ------------------------------------ (printed name) ILLINOIS TOOL WORKS INC. FORM 10-K ANNUAL REPORT _______________________ POWER OF ATTORNEY _______________________ KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints John D. Nichols, W. James Farrell, Harold B. Smith, and Stewart S. Hudnut, and each of them, his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign the Company's Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 16th day of February 1996. (s) Harold B. Smith ----------------------------------- (signature) Harold B. Smith ------------------------------------ (printed name) ILLINOIS TOOL WORKS INC. FORM 10-K ANNUAL REPORT _______________________ POWER OF ATTORNEY _______________________ KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints John D. Nichols, W. James Farrell, Harold B. Smith, and Stewart S. Hudnut, and each of them, his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign the Company's Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 16th day of February 1996. (s) Ormand J. Wade ----------------------------------- (signature) Ormand J. Wade ------------------------------------ (printed name) ILLINOIS TOOL WORKS INC. FORM 10-K ANNUAL REPORT _______________________ POWER OF ATTORNEY _______________________ KNOW ALL MEN BY THESE PRESENTS, that the undersigned whose signature appears below constitutes and appoints John D. Nichols, W. James Farrell, Harold B. Smith, and Stewart S. Hudnut, and each of them, his true and lawful attorneys- in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign the Company's Form 10-K Annual Report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 16th day of February 1996. (s) Calvin A. H. Waller ----------------------------------- (signature) Calvin A. H. Waller ------------------------------------ (printed name) EX-27 8 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Statement of Income and the Statement of Financial Position and is qualified in its entirety by reference to such financial statements. 1,000 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 116,600 0 764,827 23,500 518,964 1,532,490 1,620,584 925,653 3,613,076 850,932 615,557 239,688 0 0 1,684,549 3,613,076 4,152,170 4,152,170 2,717,076 2,717,076 31,999 6,889 31,581 623,708 236,100 387,608 0 0 0 387,608 3.29 3.29
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