Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Registration Statement for Securities Offered 16 80K
Pursuant to a Transaction
2: EX-1.1 Form of Underwriting Agreement 24 102K
3: EX-3.2 By-Laws of the Corporation 17 64K
4: EX-4.1 Indenture Dated November 1, 1986 68 335K
5: EX-4.2 First Supplemental Indenture 14 46K
6: EX-5.1 Opinion & Consent of Stewart S. Hudrut, Esq. 1 9K
7: EX-10.1 Second Amended Credit Agreement 113 392K
8: EX-10.2 Letter Agreement 8 33K
9: EX-12.1 Computation of Earnings 2± 9K
10: EX-23.1 Consent of Arthur Andersen LLP 1 7K
11: EX-25.1 Statement of Eligibility on Form T-1 5 23K
S-3 — Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 15, 1999
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ILLINOIS TOOL WORKS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 36-1258310
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
3600 WEST LAKE AVENUE
GLENVIEW, ILLINOIS 60025-5811
(847) 724-7500
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)
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STEWART S. HUDNUT
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ILLINOIS TOOL WORKS INC.
3600 WEST LAKE AVENUE
GLENVIEW, ILLINOIS 60025-5811
(847) 724-7500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
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DEWEY B. CRAWFORD TERRENCE R. BRADY
GARDNER, CARTON & DOUGLAS WINSTON & STRAWN
321 NORTH CLARK STREET, SUITE 2900 35 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60610 CHICAGO, ILLINOIS 60601
(312) 644-3000 (312) 558-5600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(2) OFFERING PRICE(2) FEE
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Debt Securities......................... $500,000,000(1) 100% $500,000,000 $139,000
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(1) Or, if any Debt Securities are to be issued at a discount, such greater
amount as shall result in an aggregate offering price to the public as shall
not exceed $500,000,000.
(2) Estimated solely for purposes of determining the amount of the registration
fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED JANUARY 15, 1999
PROSPECTUS
#ITW LOGO
ILLINOIS TOOL WORKS INC.
$500,000,000
DEBT SECURITIES
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Illinois Tool Works Inc. may use this prospectus from time to time to offer
and sell its debt securities in one or more offerings with a total initial
public offering price or purchase price of up to $500,000,000 or the equivalent
in one or more foreign currencies. The debt securities may be offered in one or
more separate series on terms to be determined at the time of sale. We may sell
the debt securities for U.S. dollars or a foreign or composite currency and
payments on debt securities may be made in U.S. dollars or a foreign or
composite currency. Debt securities may be issued as individual securities in
registered form without coupons or as one or more global securities in
registered form. We may offer the debt securities directly to purchasers or
through agents, dealers or underwriters or a syndicate of underwriters.
We will provide specific terms for these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
THE DATE OF THIS PROSPECTUS IS JANUARY , 1999.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, we may sell the debt securities described in this
prospectus in one or more offerings up to a total principal amount or initial
purchase price of $500,000,000. This prospectus provides you with a general
description of the securities we may offer. Each time we sell securities, we
will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update
or change information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional information
described under the heading "Where To Find More Information."
ILLINOIS TOOL WORKS INC.
GENERAL
Through 400 decentralized business units, we develop and manufacture
fasteners, components, assemblies and systems for customers throughout the
world. Our products include:
- plastic and metal components, fasteners and assemblies
- industrial fluids and adhesives
- fastening tools, welding equipment and consumables
- systems and consumables for consumer and industrial packaging
- marking, labeling and identification systems
- industrial spray coating equipment and systems
- quality measurement application equipment and systems
We strive to improve our customers' competitive positions by increasing
their productivity and quality while reducing their manufacturing and assembly
costs. We serve the construction, general industrial, automotive, food and
beverage, industrial capital goods, paper products, consumer durables and
electronics markets. We also invest a portion of our cash flow in commercial
real estate, equipment leasing, affordable housing, property development and
mortgage securities.
Our international operations, which are conducted in 34 countries,
accounted for approximately 35% of our operating revenues for the quarter ended
September 30, 1998.
Our principal executive offices are located at 3600 West Lake Avenue,
Glenview, Illinois 60025; our telephone number is (847) 724-7500; and our World
Wide Web home site is http://www.itwinc.com.
WHERE TO FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Our SEC filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549 and at
the SEC's regional offices located at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and Seven World Trade Center, New York, New
York 10048. You can call the SEC at 1-800-SEC-0330 for further information on
the public reference rooms.
Our reports, proxy statements and other information may also be inspected
at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005 and the Chicago Stock Exchange, Incorporated, 440 South LaSalle
Street, Chicago, Illinois 60605.
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The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus and information that we file later with the
SEC will automatically update and supersede the information included or
incorporated by reference in this prospectus. We incorporate by reference the
documents listed below and any future filings with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all of
the debt securities:
- Annual Report on Form 10-K for the year ended December 31, 1997; and
- Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998.
You may request a free copy of these filings by writing or telephoning
Stewart S. Hudnut, Corporate Secretary, Illinois Tool Works Inc., 3600 West Lake
Avenue, Glenview, Illinois 60025-5811, telephone (847) 724-7500.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
USE OF PROCEEDS
Unless we specify otherwise in the applicable prospectus supplement, the
net proceeds from the sale of the debt securities will be used for general
corporate purposes, including capital expenditures, working capital,
acquisitions and the repayment of indebtedness. We have not allocated a specific
portion of the net proceeds for any particular use at this time. Until we apply
the net proceeds for specific purposes, we may invest such net proceeds in
marketable securities.
RATIO OF EARNINGS TO FIXED CHARGES
Our consolidated ratio of earnings to fixed charges for each of the years
in the five-year period ended December 31, 1997 and the nine-month periods ended
September 30, 1997 and 1998 is set forth below.
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NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
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1993 1994 1995 1996 1997 1997 1998
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Ratio of Earnings to Fixed Charges.......... 8.35 13.15 14.67 11.91 11.27 10.61 11.69
For the purpose of calculating the ratio of earnings to fixed charges,
earnings consist of income before income taxes plus fixed charges. Fixed charges
consist of interest expense plus that portion of rental expense that is deemed
to represent interest.
DESCRIPTION OF DEBT SECURITIES
GENERAL
We provide information to you about the debt securities in up to three
separate documents that progressively provide more detail:
1. This prospectus provides general information that may not apply to
each series of debt securities.
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2. The prospectus supplement is more specific than this prospectus. To
the extent the information provided in the prospectus supplement differs
from this prospectus, you should rely on the prospectus supplement.
3. The pricing supplement, if used, provides final details about a
specific series of debt securities. To the extent the pricing supplement
differs from this prospectus or the prospectus supplement, you should rely
on the pricing supplement.
The debt securities will be issued under an indenture (we refer to the
indenture, as supplemented from time to time, as the "Indenture") between ITW
and Harris Trust and Savings Bank, as Trustee. The following summary of certain
provisions of the debt securities and the Indenture is not complete and is
subject to the detailed provisions of the Indenture. We have filed a copy of the
Indenture as an exhibit to the Registration Statement. Whenever particular
provisions or defined terms in the Indenture are referred to in this prospectus,
such provisions or defined terms are incorporated by reference in this
prospectus. Article or Section references used in this prospectus are references
to the Indenture.
The debt securities will be our direct, unsecured obligations. They will
rank on a parity with all of our other unsecured and unsubordinated
indebtedness.
The Indenture provides that we may issue the debt securities from time to
time in one or more series without limitation on the amount. (Section 2.01)
Currently, $125,000,000 of 5 7/8% Notes due March 1, 2000 are outstanding under
the Indenture.
Unless we indicate otherwise in the applicable prospectus supplement,
principal of and any premium or interest on the debt securities will be payable,
and the debt securities may be transferred or exchanged without payment of any
charge (other than any tax or other governmental charge payable in connection
therewith), at the office or agency of the Trustee in Chicago, Illinois.
However, we may elect that payment of interest on registered debt securities be
made by check mailed to the address of the appropriate person as it appears on
the security register or by wire transfer as instructed by the appropriate
person. (Sections 2.06, 4.01 and 4.02)
The applicable prospectus supplement will include specific terms relating
to the offering of specific debt securities. These may include some or all of
the following:
- the title, denominations, amount and price of the debt securities;
- the maturity of the debt securities;
- the interest rates of the debt securities;
- the currency or currency unit of the debt securities;
- any redemption or sinking fund terms;
- any provisions for discharge;
- whether the debt securities will be registered or unregistered; and
- other specific terms associated with the debt securities. (Section 2.01)
Debt securities may be issued as Original Issue Discount Securities to be
offered and sold at a substantial discount below their stated principal amount.
In such event, the Federal income tax consequences and other special
considerations will be described in the applicable prospectus supplement. An
"Original Issue Discount Security" is any debt security that provides for the
declaration of acceleration of the maturity of an amount less than the principal
amount of the security upon the occurrence of an event of default and the
continuation of an event of default. (Section 1.01)
FORM OF SECURITIES
We may issue the debt securities in fully registered form without coupons
or in unregistered form with or without coupons. We also may issue the debt
securities in the form of one or more temporary or
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permanent global securities. Global securities are issued to a depository that
holds the securities for the benefit of investors. Book-entry debt securities
will be issued as registered global securities.(Section 2.03)
If any debt securities are issuable in temporary or permanent global form,
the applicable prospectus supplement will describe the circumstances, if any,
under which beneficial owners of interests in the global security may obtain
definitive debt securities. Payments on a permanent global debt security will be
made in the manner described in the prospectus supplement.
COVENANTS
The following covenants apply with respect to all series of debt
securities, unless we specify otherwise in the applicable prospectus supplement.
Both covenants are subject to the provision for exempted indebtedness described
below. We will describe any additional covenants for a particular series of debt
securities in the prospectus supplement.
For your reference, we have provided below definitions of the capitalized
terms used in the description of the covenants.
Limitation on Liens
We will not, nor will we permit any Restricted Subsidiary to, issue, assume
or guarantee any debt for money borrowed if such debt is secured by a mortgage,
security interest, lien, pledge or other encumbrance (referred to in this
prospectus as a "lien") on any Principal Property, or on any shares of stock or
indebtedness of any Restricted Subsidiary, without in any such case effectively
providing that the debt securities are secured equally and ratably. These
restrictions do not apply to debt secured by:
- liens on property of a corporation existing at the time it becomes a
subsidiary or at the time it is merged into or consolidated with ITW or a
subsidiary;
- liens on property existing at the time of its acquisition and certain
purchase money liens;
- liens securing the cost of construction of new plants, incurred within
180 days of completion of construction;
- liens securing the debt of a Restricted Subsidiary owing to ITW or
another Restricted Subsidiary;
- liens in connection with the issuance of certain industrial revenue bonds
or similar financings; and
- any extensions, renewals or replacements, in whole or in part, of any
lien referred to above. (Section 4.05)
Limitation on Sale and Lease-Back
We will not, nor will we permit any Restricted Subsidiary to, engage in a
sale and lease-back transaction of any Principal Property (except for certain
temporary leases) unless:
- we or the Restricted Subsidiary could (subject to the limitation on
liens) incur debt secured by a lien on the Principal Property to be
leased without equally and ratably securing the debt securities; or
- within 180 days following the transaction, we retire long-term debt equal
to the value of the transaction. (Section 4.06)
Exempted Indebtedness
We and our Restricted Subsidiaries may incur debt and enter into sale and
lease-back transactions without regard to the two covenants described above if
the sum of such debt and the value of such sale and lease-back transactions on a
cumulative basis does not exceed 10% of the Consolidated Net Tangible Assets
(which is total assets less current liabilities, goodwill and other intangibles)
as shown on our audited consolidated balance sheet. (Section 4.07)
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CONSOLIDATION OR MERGER
We may consolidate or merge with, or sell all or substantially all of our
assets to, another corporation. The remaining or acquiring corporation must
assume all of our responsibilities and liabilities under the Indenture,
including the payment of all amounts due on the debt securities and performance
of the covenants. (Section 11.01) Under these circumstances, if any Principal
Property, shares of stock or indebtedness of a Restricted Subsidiary would be
subject to a lien, we will equally and ratably secure the debt securities.
(Section 11.02)
DEFINITIONS
"Principal Property" means any manufacturing plant or other facility within
the United States that we or a subsidiary own or lease, unless our Board of
Directors determines that the plant or facility, together with any others so
determined, is not of material importance to the total business of ITW and its
Restricted Subsidiaries. (Article One)
"Restricted Subsidiary" means any subsidiary (other than a leasing or
finance subsidiary) that owns or leases a Principal Property if: (1) its
property is located in the United States, (2) substantially all of its business
is carried on in the United States, or (3) it is incorporated in the United
States. (Article One)
EVENTS OF DEFAULT
An event of default for any series of debt securities includes the
following:
- failure to pay interest on any debt securities for 30 days;
- failure to pay principal of or premium or sinking fund payment on any
debt securities when due;
- failure to perform any of the other covenants or agreements in the
Indenture relating to debt securities of that series that continues for
60 days after notice to ITW by the Trustee or holders of at least 25% in
aggregate principal amount of the outstanding debt securities of that
series; or
- certain events of bankruptcy, insolvency or reorganization of ITW.
(Section 6.01)
An event of default with respect to a particular series of debt securities
does not necessarily constitute an event of default with respect to any other
series. Additional events of default may be prescribed for the benefit of
holders of certain series of debt securities and described in the applicable
prospectus supplement. (Section 10.01) The Indenture provides that the Trustee
will, with certain exceptions, notify the holders of debt securities of each
series of any event of default known to it and affecting that series within 90
days after the occurrence thereof. (Section 6.07)
If an event of default is continuing for any series of debt securities, the
Trustee or the holders of not less than 25% in aggregate principal amount of the
affected series of debt securities may declare the principal amount (or, if the
debt securities of that series are Original Issue Discount Securities, the
specified portion of the principal amount) of that series to be due and payable.
In such a case, subject to certain conditions, the holders of a majority in
principal amount of such series then outstanding can annul the declaration and
waive past defaults. (Sections 6.01 and 6.06)
We are required to file an annual officers' certificate with the Trustee
concerning our compliance with the Indenture. (Section 4.08) Subject to the
provisions of the Indenture relating to the duties of the Trustee, the Trustee
is not obligated to exercise any of its rights or powers at the request or
direction of any of the holders unless they have offered the Trustee reasonable
security or indemnity. (Sections 7.01 and 7.02) If they provide reasonable
security or indemnity, the holders of a majority in principal amount of the
outstanding debt securities of each series affected by an event of default may
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee under the Indenture or exercising any of the Trustee's
trusts or powers with respect to that series. (Section 6.06)
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MODIFICATION AND AMENDMENT OF THE INDENTURE
We may enter into supplemental indentures with the Trustee without the
consent of the holders of the debt securities to, among other things:
- evidence the assumption by a successor corporation of our obligations;
- appoint additional, separate or successor trustees to act under the
Indenture;
- add covenants for the protection of the holders of the debt securities;
- cure any ambiguity or correct any inconsistency in the Indenture; and
- establish the form or terms of debt securities of any series.
With the consent of the holders of a majority in principal amount of the
debt securities of each series at the time outstanding, we may execute
supplemental indentures with the Trustee to add provisions or change or
eliminate any provision of the Indenture or any supplemental indenture or to
modify the rights of the holders of those debt securities. However, no such
supplemental indenture will (1) extend the fixed maturity of any debt security,
or reduce the principal amount (including in the case of a discounted debt
security the amount payable upon acceleration of the maturity thereof), reduce
the rate or extend the time of payment of any interest, reduce any premium
payable upon redemption, or change the currency in which any debt security is
payable, without the consent of the holder of each affected debt security, or
(2) reduce the aforesaid majority in principal amount of the debt securities of
any series, the consent of the holders of which is required for any such
supplemental indenture, without the consent of the holders of all debt
securities of such series. (Sections 10.01 and 10.02)
DISCHARGE OF INDENTURE
At our option, we (1) will be discharged from all obligations under the
Indenture in respect of the debt securities of a series (except for certain
obligations to register the transfer or exchange of those debt securities,
replace stolen, lost or mutilated debt securities, maintain paying agencies and
hold monies for payment in trust) or (2) need not comply with certain covenants
of the Indenture (including the limitation on liens and the limitation on sale
and lease-back) and will not be limited by any restrictions with respect to
merger, consolidation or sales of assets with respect to those debt securities,
in each case if we deposit with the Trustee, in trust, money or U.S. government
obligations (or a combination thereof) sufficient to pay the principal
(including any mandatory sinking fund payments) of and any premium or interest
on those debt securities when due. In order to select either option, we must
provide the Trustee with an opinion of counsel or a ruling from, or published
by, the Internal Revenue Service, to the effect that holders will not recognize
income, gain or loss for Federal income tax as if we had not exercised either
option. (Sections 12.01(a) and 12.02(b))
In the event we exercise our option under (2) above with respect to the
debt securities of any series and the debt securities of that series are
declared due and payable because of the occurrence of any event of default other
than default with respect to such obligations, the amount of money and U.S.
government obligations on deposit with the Trustee will be sufficient to pay
amounts due on the debt securities of such series at the time of their stated
maturity but may not be sufficient to pay amounts due on the debt securities of
such series at the time of the acceleration resulting from such event of
default. We would remain liable, however, for such payments.
CONCERNING THE TRUSTEE
We maintain lines of credit and have customary banking relationships with
Harris Trust and Savings Bank, the Trustee under the Indenture.
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PLAN OF DISTRIBUTION
We may offer debt securities directly, through agents or dealers or through
one or more underwriters or a syndicate of underwriters in an underwritten
offering. In the prospectus supplement for a particular offering, we will
describe how the offering of debt securities will be made, including the names
of any underwriters, the purchase price of the securities, the proceeds of the
offering any underwriters' discounts, concessions or commissions.
If we use underwriters or dealers in the sale, they will acquire the debt
securities for their own account and may resell them in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. We may offer debt
securities to the public either through underwriting syndicates represented by
managing underwriters or by underwriters without a syndicate. Unless we state
otherwise in the applicable prospectus supplement, the obligations of the
underwriters to purchase debt securities will be subject to certain conditions
precedent, and the underwriters must purchase all of such debt securities if
they buy any of them. The underwriters may change any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers
from time to time.
We also may sell debt securities directly or through designated agents. We
will name any agent involved in the offer or sale of debt securities and
describe any commissions payable by us to such agent in the applicable
prospectus supplement. Unless we indicate otherwise, an agent will act on a best
efforts basis for the period of its appointment.
Any underwriters, dealers or agents participating in the distribution of
debt securities may be deemed to be underwriters under the Securities Act of
1933, as amended. Furthermore, any discounts, concessions or commissions
received by them on the sale or resale of debt securities may be deemed to be
underwriting discounts and commissions under the Securities Act. We will
indemnify underwriters and agents against certain civil liabilities, including
liabilities under the Securities Act. These underwriters and agents may be
entitled to contribution with respect to payments that the underwriters or
agents may be required to make in respect of such liabilities. These
underwriters and agents may be customers of, engage in transactions with, or
perform services for us in the ordinary course of business.
We may indicate in the applicable prospectus supplement that we have
authorized underwriters or agents to solicit offers by certain specified
institutions to purchase debt securities from us at the offering price pursuant
to delayed delivery contracts providing for payment and delivery on a specified
date or dates in the future. These delayed delivery contracts will be subject
only to those conditions described in the prospectus supplement and to the
condition that at the time of delivery the purchase of debt securities shall not
be prohibited under the laws of the jurisdiction to which the purchaser is
subject. The prospectus supplement will describe any commission payable for the
solicitation of such contracts.
LEGAL OPINIONS
Stewart S. Hudnut, who is our Senior Vice President, General Counsel and
Secretary, will issue an opinion about the legality of the offered securities
for us. Gardner, Carton & Douglas, Chicago, Illinois, will issue an opinion for
us with respect to certain other matters. Winston & Strawn, Chicago, Illinois,
will pass on the validity of the offered securities for any underwriters or
agents.
As of December 15, 1998, Mr. Hudnut owned 6,000 shares of ITW common stock
directly and 778 shares of ITW common stock indirectly through the ITW Savings &
Investment Plan. As of the same date, Mr. Hudnut held options to acquire an
additional 104,450 shares. As of December 15, 1998, a partner of Gardner, Carton
& Douglas working on these matters owned 4,000 shares of ITW common stock.
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EXPERTS
The consolidated financial statements and schedule appearing in our Annual
Report on Form 10-K for the year ended December 31, 1997 incorporated by
reference in this prospectus and elsewhere in the registration statement have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses relating to the registration of debt will be borne by Illinois
Tool Works Inc. ("ITW"). Except for the Securities and Exchange Commission
registration fee and the rating agency fees, the following expenses are
estimates:
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Securities and Exchange Commission registration fee......... $139,000
Legal fees and expenses..................................... 100,000
Accountants' fees........................................... 50,000
Printing fees............................................... 35,000
Trustee's fees and expenses................................. 12,000
Rating Agency fees.......................................... 363,000
Miscellaneous............................................... 26,000
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Total............................................. $725,000
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") permits a
Delaware corporation to indemnify directors and officers under certain
circumstances. ITW's restated certificate of incorporation and by-laws provide
that ITW shall, subject to certain limitations, indemnify its directors and
officers against expenses (including attorneys' fees, judgments, fines and
certain settlements) actually and reasonably incurred by them in connection with
any suit or proceeding to which they are a party so long as they acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to a criminal action or
proceeding, so long as they had no reasonable cause to believe their conduct to
have been unlawful.
Section 102 of the DGCL permits a Delaware corporation to include in its
certificate of incorporation a provision eliminating or limiting a director's
liability to a corporation or its stockholders for monetary damages for breaches
of fiduciary duty. DGCL Section 102 provides, however, that liability for
breaches of the duty of loyalty, acts or omissions not in good faith or
involving intentional misconduct, or knowing violation of the law, and the
unlawful purchase or redemption of stock or payment of unlawful dividends or the
receipt of improper personal benefits cannot be eliminated or limited in this
manner. ITW's restated certificate of incorporation includes a provision that
eliminates, to the fullest extent permitted, director liability for monetary
damages for breaches of fiduciary duty.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The Exhibits to this Registration Statement are listed in the Index to
Exhibits.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of
II-1
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
(d) (1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-2
(e) To file, if necessary, an application for the purpose of
determining the eligibility of the Trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act of 1939, as amended, in accordance
with the rules and regulations prescribed by the Securities and Exchange
Commission under Section 305(b)(2) of such Act.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Glenview, Illinois on the 15th day of January 1999.
ILLINOIS TOOL WORKS INC.
(Registrant)
/s/ STEWART S. HUDNUT
--------------------------------------
Stewart S. Hudnut
Senior Vice President, General
Counsel & Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints, jointly and severally, W. James Farrell, Jon C.
Kinney, John Karpan and Stewart S. Hudnut, or any of them (with full power to
each of them to act alone), as his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, for him or her
and on his or her behalf to sign, execute and file this Registration Statement,
any or all amendments (including, without limitation, post-effective amendments)
to this Registration Statement, and any and all additional registration
statements filed pursuant to Rule 462(b) related to this Registration Statement,
and to file the same, with all exhibits thereto and all documents required to be
filed with respect therewith, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith and about the
premises in order to effectuate the same as fully to all intents and purposes as
he or she might or could do if personally present, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any of them, or his,
her or their substitute or substitutes, may lawfully do or cause to be done.
S-1
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 15th day of January 1999.
[Enlarge/Download Table]
/s/ W. JAMES FARRELL Chairman and Chief Executive Officer,
-------------------------------------------- Director
W. James Farrell (Principal Executive Officer)
/s/ JON C. KINNEY Senior Vice President and Chief Financial
-------------------------------------------- Officer
Jon C. Kinney (Principal Financial and Accounting Officer)
/s/ WILLIAM F. ALDINGER Director
--------------------------------------------
William F. Aldinger
/s/ MICHAEL J. BIRCK Director
--------------------------------------------
Michael J. Birck
/s/ MARVIN D. BRAILSFORD Director
--------------------------------------------
Marvin D. Brailsford
/s/ SUSAN CROWN Director
--------------------------------------------
Susan Crown
/s/ H. RICHARD CROWTHER Director
--------------------------------------------
H. Richard Crowther
/s/ L. RICHARD FLURY Director
--------------------------------------------
L. Richard Flury
/s/ ROBERT C. MCCORMACK Director
--------------------------------------------
Robert C. McCormack
/s/ PHILLIP B. ROONEY Director
--------------------------------------------
Phillip B. Rooney
/s/ HAROLD B. SMITH Director
--------------------------------------------
Harold B. Smith
Director
--------------------------------------------
Ormand J. Wade
S-2
INDEX TO EXHIBITS
[Download Table]
EXHIBIT DESCRIPTION
------- -----------
1.1 -- Form of Underwriting Agreement
3.1 -- Restated Certificate of Incorporation*
3.2 -- By-Laws of the Corporation
4.1 -- Indenture between Illinois Tool Works Inc. and The First
National Bank of Chicago, as Trustee, dated as of November
1, 1986
4.2 -- First Supplemental Indenture between Illinois Tool Works
Inc. and Harris Trust and Savings Bank, as Trustee, dated as
of May 1, 1990
5.1 -- Opinion and consent of Stewart S. Hudnut, Esq.
10.1 -- Second Amended and Restated Credit Agreement, dated as of
September 30, 1998, among Illinois Tool Works Inc., the
Lenders and The First National Bank of Chicago, as Agent
10.2 -- Letter Agreement, dated November 1, 1998, between Illinois
Tool Works Inc. and The First National Bank of Chicago, as
extended by letter dated December 28, 1998
12.1 -- Computation of Ratio of Earnings to Fixed Charges
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Stewart S. Hudnut, Esq. (included in Exhibit 5.1)
24.1 -- Powers of Attorney (included on the signature page)
25.1 -- Statement of Eligibility on Form T-1 of Harris Trust and
Savings Bank
---------------
* Previously filed as Exhibit 3.1 of the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1997 and incorporated by reference
herein.
E-1
Dates Referenced Herein and Documents Incorporated by Reference
1 Subsequent Filing that References this Filing
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