Illinois Tool Works Inc – ‘POS AM’ on 12/28/99

On:  Tuesday, 12/28/99   ·   Accession #:  902561-99-612   ·   File #:  333-88801

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post Effective Amendment No. 1                         5     21K 
 2: EX-23.1     Consent of Arthur Andersen LLP                         1      5K 

POS AM   —   Post Effective Amendment No. 1
Document Table of Contents

POS AM
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As Filed with the Securities and Exchange Commission on December 28, 1999       

                                                  Registration No. 333-88801

SECURITIES AND EXCHANGE COMMISSION    
Washington, D.C. 20549    

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

POST-EFFECTIVE AMENDMENT NO. 1    
ON    
FORM S-8    
TO    
FORM S-4    
Registration Statement under the Securities Act of 1933     

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

Illinois Tool Works Inc.    
(Exact name of Registrant as specified in its charter)    

 Delaware                                           36-1258310
(State or other jurisdiction of                          (I.R.S. Employer       
incorporation or organization)                          Identification No.)   

Premark International, Inc. 1994 Incentive Plan     
Premark International, Inc. Director Stock Plan     
(Full Title of the Plans)     

Stewart S. Hudnut     
Senior Vice President, General Counsel and Secretary      
3600 West Lake Avenue     
Glenview, Illinois 60025      
(847) 724-7500      
(Name, address, including, zip code and telephone number,     
including area code, of agent for service)      

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

                                                        [Enlarge/Download Table]

                      Calculation of Registration Fee                                                      

===========================================================================================================
                                                 Proposed maximum     Proposed maximum                     
 Title of each class of          Amount to be   offering price per   aggregate offering      Amount of     
 securities to be registered      registered          share                price          registration fee 
-----------------------------------------------------------------------------------------------------------
                                                                                                           
Common Stock, par value            8,239,306           (2)                  (2)                 (2)        
 $0.01 per share (1).....           Shares                                                                 
===========================================================================================================

(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, as           
amended, this Registration Statement also registers such      
    indeterminate number of additional shares as may be issuable under
the Plans in connection with share splits, share dividends or 
similar transactions.                                         
(2)      Not applicable. All filing fees payable in connection with the         
   registration of these securities were paid in connection with the
filing with the Securities and Exchange Commission of (a) the 
    preliminary proxy materials on Schedule 14A of Illinois Tool Works
 Inc. and Premark International, Inc. on October 1, 1999 and (b)
    the Registration Statement on Form S-4 of Illinois Tool Works Inc.
(File No. 333-88801) on October 12, 1999.                     

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INTRODUCTORY STATEMENT    

Illinois Tool Works hereby amends the S-4 by filing this      
Post-Effective Amendment No. 1 on Form S-8 relating to up to 8,239,306 shares   
of Illinois Tool Works common stock, par value $0.01 per share, issuable by     
Illinois Tool Works pursuant to the Premark International, Inc. 1994            
Incentive Plan and the Premark International, Inc. Director Stock Plan          
(collectively, the "Plans"). All such shares of Illinois Tool Works common      
stock were originally registered pursuant to the S-4.                           

  On November 23, 1999, CS Merger Sub Inc., a Delaware corporation
and a wholly owned subsidiary of Illinois Tool Works, was merged with and       
into Premark pursuant to the Agreement and Plan of Merger dated as of           
September 9, 1999 among Premark, Illinois Tool Works and CS Merger Sub.         
Pursuant to the merger agreement, when the merger was completed, among          
other things, each share of Premark common stock issued and outstanding at      
the effective time of the merger was converted into .8081 shares of             
Illinois Took Works common stock.                                               

Pursuant to the merger, the outstanding stock options and     
restricted stock granted under the Plans will no longer be exercisable for      
Premark common stock but, instead, will be exercisable for Illinois Tool        
Works common stock.                                                             

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PART II     

INFORMATION NOT REQUIRED IN PROSPECTUS    

Item 3.  Incorporation of Documents by Reference.                               

 The following documents previously filed by Illinois Tool Works
with the Commission pursuant to the Securities Exchange Act of 1934, as         
amended, (the "Exchange Act") are incorporated herein by reference:             

     (a)  Illinois Tool Works' Annual Report on Form 10-K for the fiscal
year ended December 31, 1998;                       

  (b)  Illinois Tool Works' Quarterly Reports on Form 10-Q for the
     quarters ended March 31, June 30, and September 30, 1999;

(c)  Illinois Tool Works' Current Reports on Form 8-K dated   
September 14, November 16, and December 8, 1999; and

    (d)  The description of Illinois Tool Works common stock set forth
     in Exhibit 99 to Illinois Tool Works' Quarterly Report on
         Form 10-Q for the quarter ended March 31, 1997, including any
         amendment or report filed with the Commission for the purpose
of updating such description.                       

  All documents subsequently filed by Illinois Tool Works pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the        
filing of a post-effective amendment which indicates that all securities        
offered hereby have been sold or which deregisters all securities then          
remaining unsold, shall be deemed to be incorporated by reference herein        
and to be a part hereof from the date of the filing of such documents. Any      
statement contained in a document incorporated or deemed to be incorporated     
by reference herein shall be deemed to be modified or superseded for            
purposes of this Registration Statement to the extent that a statement          
contained herein or in any subsequently filed document which also is or is      
deemed to be incorporated by reference herein modifies or supersedes such       
statement. Any such statement so modified or superseded shall not be            
deemed, except as so modified or superseded, to constitute a part of this       
Registration Statement.                                                         

Item 4.  Description of Securities.                                             

Not applicable.                                               

Item 5.  Interests of Named Experts and Counsel.                                

Not applicable.                                               

Item 6.  Indemnification of Directors and Officers.                             

Previously filed.  (See Item 20 of the S-4.)                  

Item 7.  Exemption from Registration Claimed.                                   

Not applicable.                                               

Item 8.  Exhibits.                                                              

  See Index to Exhibits included herewith which is incorporated by
reference herein.                                                               

Item 9.  Undertakings.                                                          

Previously filed.  (See Item 22 of the S-4.)                  

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SIGNATURES    

 Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its      
behalf by the undersigned, thereunto duly authorized, in Glenview,              
Illinois on December 28, 1999.                                                  

            ILLINOIS TOOL WORKS INC.

           By:/s/ W. James Farrell
                      ----------------------------
              W. James Farrell
                    Director, Chairman and
                         Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the          
capacities indicated on this 28th day of December, 1999.                        

/s/  W. James Farrell           Director, Chairman and Chief Executive Officer  
-----------------------         (Principal Executive Officer)                   
W. James Farrell                                                                

Jon C. Kinney*                  Senior Vice President  and Chief                
     Financial Officer
                            (Principal Accounting and Financial Officer)

William F. Aldinger*                                                            
Michael J. Birck*                                                               
Marvin D. Brailsford.*                                                          
Susan Crown*                                                                    
H. Richard Crowther*                                                            
Robert C. McCormack*            Directors                                       
Phillip B. Rooney*                                                              
Harold B. Smith*                                                                
Ormand J. Wade*                                                                 

*By:/s/ W. James Farrell                                                        
------------------------                                                
W. James Farrell                                              
Attorney-in-Fact                                              

POS AM
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EXHIBIT INDEX     

Exhibit                                                                 
Number                 Document Description                           

5.1        Opinion of Stewart S. Hudnut, Senior Vice President,     
        General Counsel and Secretary of Illinois Tool Works.*

10.14       Premark International, Inc. 1994 Incentive Plan as amended
and restated effective May 5, 1999.*          

  10.18       Premark International, Inc. Director Stock Plan, as amended.
      (Filed as Exhibit 10.6 to Premark's Annual Report on
       Form 10-K for the fiscal year ended December 26, 1998
           (File No. 1-9256), and incorporated by reference herein.)

    23.1        Consent of Arthur Andersen LLP, independent public accountants
to Illinois Tool Works.                       

23.4        Consent of Stewart S. Hudnut.*                            

24.1        Power of Attorney of certain directors and officers of    
Illinois Tool Works.*                         

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

* Previously filed.                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS AM’ Filing		Date		First		Last			Other Filings
Filed on:		12/28/99		1		4
		12/8/99		3					8-K
		11/23/99		2					8-K,  8-K/A
		10/12/99		1					S-4
		10/1/99		1
		9/30/99		3					10-Q
		9/9/99		2					3,  8-K
		5/5/99		5
		12/31/98		3					10-K,  11-K
		12/26/98		5
		3/31/97		3					10-Q
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