Edgar Filing: ILLINOIS TOOL WORKS INC

As filed with the Securities and Exchange Commission on May 30, 2003

Registration No. 333-_____
======================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________

FORM S-8
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 of incorporation) (I.R.S. Employer
Identification No.)

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

ITW SAVINGS AND INVESTMENT 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
___________________________

CALCULATION OF REGISTRATION FEE

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

Common Stock, par value $.01 per 8,000,000 (1) $61.855 (2) $494,840,000 $40,032.56
share

Interests in the Plan (3) (3) (3) (3)

(1) Together with additional shares of Common Stock which become available under the ITW Savings and Investment
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 May 29, 2003 pursuant to Rule 457(c) and (h) of the Securities Act of 1933.

(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also
covers an indeterminate amount of interests to be offered or sold pursuant to the Plan for which no separate
fee is required.

GENERAL INSTRUCTIONS

E. REGISTRATION OF ADDITIONAL SECURITIES.

The contents of the Registration Statements on Form S-8 (File
Nos. 33-53517, 333-17473 and 333-37068) filed by the Corporation with
the Securities and Exchange Commission on May 6, 1994, December 9,
1996 and May 15, 2000 registering its Common Stock, par value $.01 per
share, issuable pursuant to the ITW Savings and Investment 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 Statements (File Nos. 33-53517,
333-17473 and 333-37068), all of which is incorporated herein by
reference.

ITEM 8. EXHIBITS.

See Index to Exhibits.

The Corporation has received from the Internal Revenue Service a
determination that the Plan is qualified under Section 401 of the
Internal Revenue Code, and the Corporation will cause to be made all
changes required by the Internal Revenue Service in order to continue
to so qualify the Plan.

SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities
Act, 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 May 30, 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.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities
indicated on May 30, 2003.

SIGNATURE TITLE
--------- -----

/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)

Director
-------------------------------
William F. Aldinger

/s/ Michael J. Birck Director
-------------------------------
Michael J. Birck

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
-------------------------------
Robert C. McCormack

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

Director
-------------------------------
Harold B. Smith

THE PLAN. Pursuant to the requirements of the Securities Act,
the Plan 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 May 30, 2003.

ITW SAVINGS AND INVESTMENT PLAN

By: Employee Benefits Committee
of Illinois Tool Works Inc.

By: /s/ Robert T. Callahan
-----------------------------------
Robert T. Callahan, Member of Employee
Benefits Committee and Senior Vice
President Human Resources

EXHIBIT INDEX

EXHIBIT NUMBER DESCRIPTION
-------------- -----------

23.1 Consent of Deloitte & Touche LLP.

23.2 Notice Regarding Consent of Arthur Andersen LLP.

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