Edgar Filing: ILLINOIS TOOL WORKS INC

As filed with the Securities and Exchange Commission on August 19,
2003

Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-8
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)

DELAWARE 36-1258310
(State of incorporation) (I.R.S. Employer
Identification No.)

3600 WEST LAKE AVENUE
GLENVIEW, ILLINOIS 60025-5811
(Address of principal executive offices)

ILLINOIS TOOL WORKS INC. 1996 STOCK INCENTIVE PLAN
(Full title of the Plan)

STEWART S. HUDNUT, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
ILLINOIS TOOL WORKS INC.
3600 WEST LAKE AVENUE
GLENVIEW, ILLINOIS 60025-5811
(847) 724-7500
(Name, address and telephone number
of agent for service)

WITH A COPY TO:

EDWARD SPACAPAN, JR., ESQ.
SCHIFF HARDIN & WAITE
6600 SEARS TOWER
CHICAGO, ILLINOIS 60606-6473
(312) 258-5500
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CALCULATION OF REGISTRATION FEE

PROPOSED PROPOSED
TITLE OF SECURITIES TO BE REGISTERED AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE OFFERING AGGREGATE REGISTRATION
REGISTERED PRICE PER SHARE OFFERING PRICE FEE

Common Stock, par value $.01 per share 5,499,279 (1) $69.035 (2) $207,105,000(3) $16,754.80(3)

(1) Together with additional shares of Common Stock which became
issuable under the Illinois Tool Works Inc. 1996 Stock Incentive
Plan as the result of a stock split, stock dividend or similar
transaction affecting the Common Stock, pursuant to Rule 416(a)
and (b) under the Securities Act of 1933.

(2) Based upon the average of the high and low sales prices of the
Common Stock reported on the New York Stock Exchange on August
12, 2003 pursuant to Rule 457(c) and (h) of the Securities Act of
1933.

(3) Of the 5,499,279 shares being registered under the Illinois Tool
Works Inc. 1996 Stock Incentive Plan, 2,499,279 shares were
previously registered on Post-Effective Amendment No. 1 on Form
S-8 to Registration Statement on Form S-4 (File No. 333-88801)
and remain available for issuance under the Premark
International, Inc. 1994 Incentive Plan. The Registrant has
filed a post-effective amendment to that Form S-8 to deregister
the 2,499,279 shares, and the associated registration fee of
$38,382.94 previously paid on these shares is hereby carried
forward to cover the registration fee for the 2,499,279 shares
concurrently being registered under this Registration Statement.
Accordingly, the registration fee under this Registration
Statement is calculated with respect to 3,000,000 shares.

EXPLANATORY NOTE

Following stockholder approval, the Premark International, Inc.
1994 Incentive Plan was merged with and into the Illinois Tool Works
Inc. 1996 Stock Incentive Plan effective May 9, 2003.

GENERAL INSTRUCTIONS

E. REGISTRATION OF ADDITIONAL SECURITIES.

The contents of the Registration Statement on Form S-8 (File No.
333-22035) filed by the Registrant with the Securities and Exchange
Commission on February 19, 1997 registering its Common Stock, par
value $.01 per share, issuable pursuant to the Illinois Tool Works
Inc. 1996 Stock Incentive Plan are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

All information required in this Registration Statement not
included in the exhibits attached hereto or set forth on the signature
page is set forth in the Registration Statement (File No. 333-22035),
all of which is incorporated herein by reference. See footnote (3)
above with respect to 2,499,279 shares carried forward to this
Registration Statement.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Stewart S. Hudnut, Senior Vice President, General Counsel &
Secretary of the Registrant, who is delivering the opinion attached
hereto as Exhibit 5, owns 27,081 shares of the Registrant's Common
Stock and holds options to acquire an additional 205,000 shares of
Common Stock.

ITEM 8. EXHIBITS.

See Index to Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Glenview, State
of Illinois, on August 8, 2003.

ILLINOIS TOOL WORKS INC.

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

POWER OF ATTORNEY

Each of the undersigned officers and directors of the Registrant
hereby constitutes and appoints W. James Farrell, Jon C. Kinney,
Robert T. Callahan and Stewart S. Hudnut and each of them, his true
and lawful attorneys with full power to them and to each of them
singly, to sign, in any and all capacities, any and all amendments to
this Registration Statement, including post-effective amendments, to
file the same with all exhibits thereto, and other documents in
connection therewith, with the Commission under the Securities Act of
1933. 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 August 8, 2003.

SIGNATURE TITLE
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/s/ W. James Farrell Chairman & Chief Executive Officer
---------------------------- & Director
W. James Farrell (Principal Executive Officer)

/s/ Jon C. Kinney Senior Vice President & Chief
---------------------------- Financial Officer
Jon C. Kinney (Principal Financial & Accounting
Officer)

/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/ James R. Cantalupo Director
----------------------------
James R. Cantalupo

/s/ Susan Crown Director
----------------------------
Susan Crown

/s/ Don H. Davis, Jr. Director
----------------------------
Don H. Davis, Jr.

/s/ Robert C. McCormack Director
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Robert C. McCormack

/s/ Robert S. Morrison Director
----------------------------
Robert S. Morrison

/s/ Harold B. Smith Director
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Harold B. Smith

EXHIBIT INDEX

EXHIBIT NUMBER DESCRIPTION
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5 Opinion of Stewart S. Hudnut, Senior
Vice President, General Counsel &
Secretary regarding the validity of the
shares of Common Stock being registered.

23.1 Consent of Deloitte & Touche LLP.

23.2 Notice Regarding Consent of Arthur
Andersen LLP.

23.3 Consent of Stewart S. Hudnut (included
in Exhibit 5).

24 Powers of Attorney of directors and
certain officers of the Registrant are
included on the signature page.