UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-K/A
Amendment No. 1 to Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 1-4797
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.)
3600 W. Lake Avenue, Glenview, Illinois 60025-5811
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847) 724-7500
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
Common Stock New York Stock Exchange
Chicago Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 12, 2002, was approximately $18,600,000,000.
Shares of Common Stock outstanding at March 12, 2002-- 305,895,308.
Documents Incorporated by Reference
2001 Annual Report to Stockholders.................................Parts I, II,
IV Proxy Statement dated March 21, 2002 for Annual Meeting
of Stockholders to be held on May 10, 2002........................Part III
PART III
ITEM 13. Certain Relationships and Related Transactions
The Company maintains a commercial banking relationship with The Northern Trust
Company and its wholly owned subsidiaries. (The Northern Trust Company is a
wholly owned subsidiary of Northern Trust Corporation.) Susan Crown, Robert C.
McCormack and Harold B. Smith, directors of ITW, are also directors of Northern
Trust Corporation and The Northern Trust Company. The commercial banking
relationship may involve, but is not strictly limited to the use of, the
following services: creating and maintaining deposit accounts, credit services,
investment banking services, payment and collection services, trade services,
credit enhancement or payment guaranty, acting as agent or fiduciary, consulting
services, risk management services, and broker dealer services. In addition, The
Northern Trust Company serves as the trustee under the Company's principal
pension plans. The banking and trustee relationships with The Northern Trust
Company are conducted in the ordinary course of business on an arms-length basis
and all amounts paid to or received from The Northern Trust Company are
immaterial.
Information regarding directors and officers is incorporated by reference to the
information under the captions "Director Compensation" and "Executive
Compensation" in the Company's Proxy Statement for the 2002 Annual Meeting of
Stockholders.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on this 14th day of January
2003.
ILLINOIS TOOL WORKS INC.
By /s/ Jon C. Kinney
-------------------------
Jon C. Kinney
Senior Vice President and
Chief Financial Officer
CERTIFICATIONS
Certification of Principal Executive Officer
I, W. James Farrell, Chairman and Chief Executive Officer, certify that:
1. I have reviewed this report on Form 10-K/A of Illinois Tool Works Inc.; and
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report.
Dated: January 14, 2003 /s/ W. James Farrell
-------------------------
W. James Farrell
Chairman and Chief Executive Officer
Certification of Principal Financial Officer
I, Jon C. Kinney, Chief Financial Officer, certify that:
1. I have reviewed this report on Form 10-K/A of Illinois Tool Works Inc.; and
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report.
Dated: January 14, 2003 /s/ Jon C. Kinney
-------------------------
Jon C. Kinney, Senior Vice President
and Chief Financial Officer
