SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 1999 ----------------- PREMARK INTERNATIONAL, INC. ---------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-9256 36-3461320 --------- ------- ----------- (State Or Other (Commission (IRS Employer Jurisdiction Of File Number) Identification No.) Incorporation) 1717 Deerfield Road, Deerfield, IL 60015 ---------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (847) 405-6000 -------------------------- ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit 2.1 Agreement and Plan of Merger, dated as of September 9, 1999, by and among Illinois Tool Works Inc., CS Merger Sub Inc. and Premark International, Inc.* Exhibit 99.1 Stock Option Agreement dated as of September 9, 1999 by and between Illinois Tool Works Inc. and Premark International, Inc.** Exhibit 99.2 Amendment to Rights Agreement dated as of September 9, 1999 by and between Premark International, Inc. and Norwest Bank Minnesota, N.A. (as Rights Agent)** Exhibit 99.3 Joint Press Release dated September 9, 1999** - -------------------- * Corrected version replacing Exhibit 2.1 previously filed. ** Filed previously. -1- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PREMARK INTERNATIONAL, INC. Date: September 13, 1999 By: /s/ John M. Costigan ------------------------------- Name: John M. Costigan Title: Senior Vice President, General Counsel and Secretary -2- EXHIBIT INDEX Exhibit 2.1 Agreement and Plan of Merger, dated as of September 9, 1999, by and among Illinois Tool Works Inc., CS Merger Sub Inc. and Premark International, Inc.* Exhibit 99.1 Stock Option Agreement dated as of September 9, 1999 by and between Illinois Tool Works Inc. and Premark International, Inc.** Exhibit 99.2 Amendment to Rights Agreement dated as of September 9, 1999 by and between Premark International, Inc. and Norwest Bank Minnesota, N.A. (as Rights Agent)** Exhibit 99.3 Joint Press Release dated September 9, 1999** - ----------------------- * Corrected version replacing Exhibit 2.1 previously filed. ** Filed previously. -3-