Illinois Tool Works Inc – ‘SC 13D’ on 9/20/99 re: Premark International Inc

On:  Monday, 9/20/99   ·   Accession #:  902561-99-416   ·   File #:  5-37877

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General Statement of Beneficial Ownership   —   Schedule 13D
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              9     37K 

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SC 13D
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SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, D.C. 20549    

-----------------------------   

SCHEDULE 13D    
(Rule 13d-101)    

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND  
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)    
(Amendment No. ___)     

Premark International, Inc.     
------------------------------------------------------------------------------- 
(Name of Issuer)    

Common Stock, par value $1.00 per share     
------------------------------------------------------------------------------- 
(Title of Class of Securities)    

740459102       
------------------------------------------------------------------------------- 
(CUSIP Number)    

Stewart S. Hudnut     
Senior Vice President, General Counsel and Secretary    
Illinois Tool Works Inc.    
3600 West Lake Avenue     
Glenview, Illinois 60025    
(847) 724-7500    

--------------------------------------------------------      
(Name, Address and Telephone Number of Persons      
Authorized to Receive Notices and Communications)     

September 9, 1999     
--------------------------------------------------------      
(Date of Event Which Requires Filing of this Statement)     

   If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,        
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),     
check the following box [ ]                                                     

(Continued on following pages)    
(Page 1 of 9 Pages)     

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CUSIP NO.: [740459102]             13D                                          
-----------                                               

1        NAME OF REPORTING PERSONS                                              
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   
Illinois Tool Works Inc. (#36-1258310)    
------------------------------------------------------------------------------- 
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a) [ ]    
                                                                 (b) [ ]
------------------------------------------------------------------------------- 
3        SEC USE ONLY                                                           
------------------------------------------------------------------------------- 
4        SOURCE OF FUNDS                                                        
WC, OO                                                        
------------------------------------------------------------------------------- 
5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED               
      PURSUANT TO ITEM 2(d) or 2(e)                                    [ ]
------------------------------------------------------------------------------- 
6        CITIZENSHIP OR PLACE OF ORGANIZATION                                   
DELAWARE                        
------------------------------------------------------------------------------- 
7        SOLE VOTING POWER
         12,203,694 shares
                          ----------------------------------------------------
NUMBER OF                                                                       
SHARES                     8        SHARED VOTING POWER                         
BENEFICIALLY                        0                                           
OWNED BY                   ---------------------------------------------------- 
EACH                       9        SOLE DISPOSITIVE POWER                      
REPORTING                           12,203,694 shares                           
PERSON                     ---------------------------------------------------- 
            10       WITH SHARED DISPOSITIVE POWER
0       
                          ----------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           
12,203,694 shares         
------------------------------------------------------------------------------- 
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                 
       CERTAIN SHARES                                                    [ ]
------------------------------------------------------------------------------- 
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     
16.6%                     
------------------------------------------------------------------------------- 
14       TYPE OF REPORTING PERSON                                               
CO                                        
------------------------------------------------------------------------------- 

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ITEM 1.           SECURITY AND ISSUER                                           

 This statement relates to the common stock, par value $1.00 per
share (the "Premark Common Stock"), of Premark International, Inc., a           
Delaware corporation ("Premark"). Premark's principal executive offices are     
located at 1717 Deerfield Road, Deerfield, Illinois 60015.                      

ITEM 2.           IDENTITY AND BACKGROUND                                       

(a) - (c) This statement is being filed by Illinois Tool Works
Inc., a Delaware corporation ("ITW"). ITW's principal executive offices are     
located at 3600 West Lake Avenue, Glenview, Illinois 60025. ITW's principal     
business is the manufacture and marketing of a variety of products and          
systems that provide specific, problem-solving solutions for a diverse          
customer base worldwide. The names, business addresses and principal            
occupation or employment (and the name, principal business and address of       
any corporation or other organization in which such employment is               
conducted) of each of the persons specified by Instruction C of the             
Schedule 13D is set forth on Schedule 1.                                        

(d) - (e) To the knowledge of ITW, neither ITW nor any of the 
persons specified in Schedule 1 has, during the last five years, been           
convicted in a criminal proceeding (excluding traffic violations or similar     
misdemeanors) or has been a party to a civil proceeding of a judicial or        
administrative body of competent jurisdiction and as a result of such           
proceeding was or is subject to a judgment, decree or final order enjoining     
future violations of, or prohibiting or mandating activities subject to,        
Federal or State securities laws or finding any violation with respect to       
such laws.                                                                      

(f)      See (a) - (c) above.                                 

ITEM 3.           SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION             

   An irrevocable option (the "Option") to purchase up to 12,203,694
shares of Premark Common Stock (the "Option Shares") representing               
approximately 19.9% of the shares of Premark Common Stock issued and            
outstanding (without giving effect to the shares issued or issuable under       
the Option) is exercisable only upon the occurrence of the conditions set       
forth in the Stock Option Agreement described in Item 4. The Option may be      
exercised at $34.06 per share. If the Option becomes exercisable and ITW        
exercises the Option, ITW anticipates that it would fund the purchase with      
working capital of ITW and commercial paper issued by ITW.                      

ITEM 4.           PURPOSE OF THE TRANSACTION                                    

On September 9, 1999, Premark, ITW and CS Merger Sub Inc., a    
Delaware corporation and wholly owned subsidiary of ITW ("Merger Sub"),         
entered into an Agreement and Plan of Merger (the "Merger Agreement"),          
pursuant to which Merger Sub will merge with and into Premark (the              
"Merger") with Premark continuing in existence as the surviving corporation     
(the "Surviving Corporation") and a wholly owned subsidiary of ITW. Each        
share of Premark Common Stock issued and outstanding at the effective time      
of the Merger (other than shares of Premark Common Stock owned by ITW,          
Premark or any direct or indirect subsidiary of ITW or Premark, which will      
be canceled in the Merger) will be converted into between .5776 and .9181       
shares of common stock of ITW, par value $0.01 per share, subject to            
adjustment as provided in the Merger Agreement. All shares of Premark           
Common Stock, when so converted, will no longer be outstanding and will         
automatically be canceled and retired and will cease to exist. Each issued      
and outstanding share of common stock of Merger Sub, par value $0.01 per        
share, will be converted into one share of common stock of the Surviving        
Corporation.                                                                    

The closing of the Merger will occur on the second business day 
after the date on which the last of the closing conditions to the Merger        
contained in the Merger Agreement has been satisfied or waived or on such       
other date as Premark and ITW may agree. The Merger is intended to qualify      
as a reorganization for purposes of Section 368(a) of the Internal Revenue      
Code of 1986, as amended, and for accounting and financial purposes as a        
pooling of interests. The Merger is subject to a number of conditions set       
forth in the Merger Agreement.                                                  

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  Pursuant to the Merger Agreement, upon consummation of the Merger,
(i) the certificate of incorporation and bylaws of Merger Sub in effect         
immediately prior to the effective time of the Merger will be the               
certificate of incorporation and bylaws of the Surviving Corporation until      
duly amended as provided therein or by applicable law; (ii) the directors       
of Merger Sub at the effective time of the Merger will be the directors of      
the Surviving Corporation; and (iii) the officers of Premark at the             
effective time of the Merger will be the officers of the Surviving              
Corporation.                                                                    

The Merger Agreement provides that Premark may not take certain 
actions prior to the effective time of the Merger, except as agreed to in       
writing by ITW or as contemplated by the Merger Agreement, the Stock Option     
Agreement, or as disclosed or as required by applicable law, including the      
declaration, setting aside or payment of any dividend payable in cash,          
stock or property in respect of any capital stock, other than regular           
quarterly dividends not in excess of $0.11 per share of Premark Common          
Stock. The Merger Agreement also provides that, prior to the closing, the       
record date for determining shareholders who are entitled to receive            
Premark's regular quarterly dividends will be the close of business on the      
day on which ITW's then current fiscal quarter ends.                            

   Pursuant to the Merger Agreement, Premark must pay ITW a fee of $75
million in cash (the "Termination Fee") if the Merger Agreement is              
terminated:                                                                     

(i) (x) by either ITW or Premark following completion of the    
Premark stockholders meeting held to consider the Merger Agreement on the       
basis that Premark's stockholders have not adopted the Merger Agreement,        
and (y) an Acquisition Proposal (as defined in the Merger Agreement) has        
been publicly announced and not withdrawn prior to the Premark stockholders     
meeting, and (z) Premark's board of directors has withdrawn or materially       
modified, in a manner adverse to ITW, the board's approval or                   
recommendation of the Merger Agreement or the Merger;                           

(ii) by ITW on the basis that Premark's board of directors has  
withdrawn, materially modified, in a manner adverse to ITW, or changed, in      
a manner adverse to ITW, its approval or recommendation of the Merger           
Agreement or the Merger, to such an extent that Premark's board of              
directors is no longer approving or recommending the Merger Agreement or        
the Merger;                                                                     

(iii) (x) by either ITW or Premark following completion of the  
Premark stockholders meeting held to consider the Merger Agreement on the       
basis that Premark's stockholders have not adopted the Merger Agreement,        
and (y) an Acquisition Proposal has been publicly announced and not             
withdrawn prior to the Premark stockholders meeting, and (z) within one         
year after such termination, Premark enters into a definitive agreement         
with respect to an Acquisition Proposal or an Acquisition Proposal is           
consummated with any person; or                                                 

(iv) by Premark at any time prior to the adoption of the Merger 
Agreement by Premark's stockholders, by reason of a Superior Proposal (as       
defined below), but only if Premark has provided ITW notice and a copy of       
such proposal and four business days' notice of Premark's intent to enter       
into a binding agreement with respect to such proposal and, during such         
four business day period, Premark has considered any adjustment in the          
terms and conditions of the Merger Agreement that ITW may propose. A            
"Superior Proposal" is an Acquisition Proposal that the Premark board of        
directors concludes in good faith (after consultation with its outside          
legal counsel and its financial advisor) is reasonably capable of being         
completed, and would, if consummated, result in a transaction more              
favorable to Premark's stockholders than the Merger.                            

As an inducement and condition to ITW's and Merger Sub's        
willingness to enter into the Merger Agreement, Premark entered into a          
Stock Option Agreement with ITW, dated as of September 9, 1999 (the "Stock      
Option Agreement"), whereby Premark granted ITW an option to purchase up to     
12,203,694, shares of Premark Common Stock, or such number of shares of         
Premark Common Stock as represents 19.9% of the then                            

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outstanding shares of Premark Common Stock (without giving effect to the        
shares issued or issuable under the Option), at a price per share of            
$34.06, subject to adjustment as described in the Stock Option Agreement.       

  The Option is exercisable within 135 days following the occurrence
of any event entitling ITW to receive the Termination Fee under the Merger      
Agreement (a "Triggering Event"), unless prior to the Triggering Event, the     
effective time of the Merger has occurred or the Option has expired. The        
Option expires upon either (i) the effective time of the Merger or (ii) the     
close of business on the earlier of (x) 135 days after the date that ITW        
becomes entitled to receive the Termination Fee under the Merger Agreement      
and (y) the date that ITW is no longer potentially entitled to receive the      
Termination Fee under the Merger Agreement for a reason other than that ITW     
has already received the Termination Fee.                                       

 The Stock Option Agreement provides that ITW may require Premark,
within 135 days after the occurrence of a Triggering Event, to (i)              
repurchase the Option at a price equal to (w) the number of shares of           
Common Stock then purchasable upon exercise of the Option (or a lesser          
number requested by ITW) multiplied by (x) the amount by which the              
market/offer price exceeds $34.06 and (ii) repurchase the number of shares      
of Premark Common Stock acquired by ITW pursuant to the Option that ITW         
designates at a price equal to (y) the number of shares designated by ITW       
multiplied by (z) the market/offer price. The market/offer price is the         
highest of (i) the price per share of Premark Common Stock at which a           
tender or exchange offer for Premark Common Stock has been made during the      
term of the Option, (ii) the price per share of Premark Common Stock to be      
paid by any third party pursuant to an agreement with Premark with respect      
to a business combination transaction, and (iii) the highest trading price      
for a share of Premark Common Stock on the New York Stock Exchange within       
the six month period immediately preceding the date of ITW's delivery to        
Premark of its repurchase request.                                              

To the extent ITW does not exercise its rights described in the 
preceding paragraph, Premark has the right, within 135 days after the           
expiration of ITW's rights described in the preceding paragraph, to             
repurchase from ITW, and ITW shall sell, three-quarters (but not less than      
three-quarters) of the shares of Premark Common Stock acquired by ITW           
pursuant to the Stock Option Agreement and then owned by ITW at a price per     
share equal to the greater of (i) the market/offer price and (ii) $34.06        
per share for the shares acquired.                                              

 The Stock Option Agreement limits the amount of total profit that
ITW may receive from the Option to an aggregate of $30 million.                 

The preceding are summaries of certain principal terms of the   
Merger Agreement and the Stock Option Agreement and do not purport to be        
complete. Reference is made to the full text of such agreements which are       
filed as exhibits to this statement and are incorporated in this Schedule       
13D by this reference. The full text of the joint press release filed as an     
exhibit to this statement is also incorporated in this Schedule 13D by this     
reference.                                                                      

Except as set forth in this Item 4 or as provided in the Merger 
Agreement or the Stock Option Agreement or as otherwise referred to or          
described in this Schedule 13D, ITW has no present plan or proposal which       
relates to or would result in any of the matters referred to in Items (a)       
through (j) of Item 4 of Schedule 13D.                                          

ITEM 5.           INTEREST IN SECURITIES OF THE ISSUER                          

   (a) - (b) By reason of its execution of the Stock Option Agreement,
ITW may be deemed to beneficially own 12,203,694 shares, or approximately       
16.6% of the Premark Common Stock outstanding after giving effect to the        
issuance of shares of Premark Common Stock upon exercise of the Option.         
However, ITW disclaims beneficial ownership of shares of Premark Common         
Stock which are purchasable by ITW upon exercise of the Option on the           
grounds that the Option is not currently exercisable and only becomes           
exercisable upon the occurrence of the events set forth in the Stock Option     
Agreement, none of which has occurred. Subject to the limitations set forth     
in the Stock Option Agreement, if the Option becomes exercisable and ITW        
exercises the                                                                   

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Option, ITW would have the sole right to vote and to dispose of the shares      
of Premark Common Stock acquired as a result of such exercise.                  

 W. James Farrell, the Chairman and Chief Executive Officer of ITW
and a Director of Premark, owns 1,446 shares of Premark Common Stock and an     
option to purchase 750 shares of Premark Common Stock.                          

(c) Other than the execution of the Stock Option Agreement on   
September 9, 1999, none of ITW or, to ITW's knowledge, any of the persons       
named on Schedule 1 have effected any transactions in Premark Common Stock      
in the past 60 days.                                                            

(d) - (e) Not applicable.                                       

ITEM 6.           CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH 
RESPECT TO SECURITIES OF THE ISSUER         

Reference is made to Item 4 above.                            

Except as provided in the Merger Agreement, the Stock Option  
Agreement and as otherwise referred to or described in this Schedule 13D,       
to ITW's knowledge, there are no contracts, arrangements, understandings or     
relationships (legal or otherwise) between ITW and Premark or any other         
person with respect to any securities of Premark.                               

ITEM 7.           MATERIAL TO BE FILED AS EXHIBITS.                             

Exhibit No.                Description                                          
-----------                -----------                                          

99(a)(1)      Agreement and Plan of Merger dated as of September 9, 1999, among 
             Premark, ITW and Merger Sub (incorporated by reference to Exhibit
       2.1 to the Current Report on Form 8-K/A filed by Premark on
September 14, 1999).                                

99(a)(2)      Stock Option Agreement dated as of September 9, 1999, between     
             Premark and ITW (incorporated by reference to Exhibit 99.1 to the
Current Report on Form 8-K filed by Premark on      
September 13, 1999).                                

99(a)(3)      Text of Joint Press Release dated September 9, 1999, issued by    
             Premark and ITW (incorporated by reference to Exhibit 99.3 to the
Current Report on Form 8-K filed by Premark on      
September 13, 1999).                                

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SCHEDULE 1    

Information Concerning Executive Officers and     
Directors of Illinois Tool Works Inc.     

   The current executive officers and directors of Illinois Tool Works
Inc. ("ITW") are listed below. The address of ITW is: Illinois Tool Works       
Inc., 3600 West Lake Avenue, Glenview, Illinois 60025. Unless otherwise         
indicated, the business address listed for each individual not principally      
employed by ITW is also the address of the corporation or other                 
organization which principally employs that individual.                         

NAME                     PRESENT POSITION WITH ITW                  CITIZENSHIP 
CORPORATE OFFICERS                                                              
------------------                                                              
Thomas W. Buckman        Vice President, Patents and Technology         USA     
W. James Farrell         Chairman and Chief Executive Officer           USA     
Russell M. Flaum         Executive Vice President                       USA     
Thomas J. Hansen         Executive Vice President                       USA     
Stewart S. Hudnut        Senior Vice President, General Counsel         USA     
and Secretary                 
John Karpan              Senior Vice President, Human Resources         USA     
Jon C. Kinney            Senior Vice President and Chief Financial      USA     
Officer                       
Dennis J. Martin         Executive Vice President                       USA     
Frank S. Ptak            Vice Chairman                                  USA     
F. Ronald Seager         Executive Vice President                       USA     
Harold B. Smith          Chairman of the Executive Committee            USA     
David B. Speer           Executive Vice President                       USA     
Allan C. Sutherland      Senior Vice President                          USA     
Hugh J. Zentmeyer        Executive Vice President                       USA     

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POSITION/PRESENT PRINCIPAL    
OCCUPATION OR EMPLOYMENT AND  
NAME                     BUSINESS ADDRESS                         CITIZENSHIP   
DIRECTORS                                                                       
William F. Aldinger III  Chairman and Chief Executive Officer           USA     
Household International, Inc. 
2700 Sanders Road             
  Prospect Heights, Illinois 60070

Michael J. Birck         President and Chief Executive Officer          USA     
Tellabs, Inc.                 
4951 Indiana Avenue           
Lisle, Illinois 60532         

Marvin D. Brailsford     Vice President                                 USA     
Kaiser-Hill Company, LLC      
10828 State Highway 93        
Golden, Colorado 80402        

Susan Crown              Vice President                                 USA     
Henry Crown and Company       
222 North LaSalle Street      
Chicago, Illinois 60601       

H. Richard Crowther      Director of ITW                                USA     

W. James Farrell         Chairman and Chief Executive Officer of ITW    USA     

Robert C. McCormack      Partner                                        USA     
Trident Capital, L.P.         
190 South LaSalle Street      
Chicago, Illinois 60603       

Phillip B. Rooney        Vice Chairman                                  USA     
ServiceMaster Company         
One ServiceMaster Way         
Downers Grove, Illinois 60515 

Harold B. Smith          Chairman of the Executive Committee of ITW     USA     

Ormand J. Wade           Director of ITW                                USA     

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SIGNATURE     

After reasonable inquiry and to the best of my knowledge and  
belief, I certify that the information set forth in this statement is true,     
complete and correct.                                                           

Dated: September 20, 1999                                                       

ILLINOIS TOOL WORKS INC.    

By:  /s/ Stewart S. Hudnut  
                    ------------------------------------------
Name:  Stewart S. Hudnut    
                     Title: Senior Vice President, General Counsel and
Secretary     

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:		9/20/99		9					3
		9/14/99		6					8-K,  8-K/A
		9/13/99		6					8-K
		9/9/99		1		6			3,  8-K,  8-K/A
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