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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 11, 1999
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ILLINOIS TOOL WORKS INC.
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(Exact name of Registrant as specified in charter)
Delaware
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(State or other jurisdiction of incorporation)
1-4797 36-1258310
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(Commission File Number) (IRS Employer Identification No.)
3600 West Lake Avenue, Glenview, Illinois 60025
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(Address of principal executive offices) (Zip Code)
(847) 724-7500
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Employment Agreements
On November 11, 1999, James M. Ringler, Chairman of the Board, Chief
Executive Officer and President of Premark International, Inc. ("Premark"),
agreed to the terms of his going-forward employment relationship with Illinois
Tool Works Inc. ("ITW"). Premark has agreed to merge with a wholly owned
subsidiary of ITW pursuant to an Agreement and Plan of Merger, dated as of
September 9, 1999, among Premark, ITW and CS Merger Sub Inc. (the "Merger"). Mr.
Ringler agreed to accept $4,000,000 in lieu of amounts that would have been
payable to him under his employment agreement with Premark had he chosen to
terminate employment following the Merger. His initial annual base salary with
ITW will be $750,000 and he will have annual incentive opportunities comparable
to similarly situated employees of ITW. Mr. Ringler will receive a payment of
$1,500,000 in recognition that ITW does not maintain a long-term incentive plan
similar to the plan maintained by Premark and in consideration for his agreement
to remain employed with ITW at least through a transition period, which shall
not exceed one year. Provided that he remains employed through this transition
period, Mr. Ringler will receive ten years of pension benefit accrual service
for his pre-Merger service with Premark as well as pension benefit accrual
service for his service with ITW. The foregoing amount will be offset by the
actual benefits accrued after the Merger date under any pension plan maintained
by ITW or any of its subsidiaries, including Premark. Mr. Ringler also agreed on
November 11, 1999 to enter into a noncompetition agreement with ITW, for which
he will receive $7,160,000. The term of this noncompetition agreement is through
Mr. Ringler's period of employment and for twenty-four months thereafter.
On November 12, 1999, William Reeb, president of Wilsonart, a
subsidiary of Premark, also agreed to the terms of his employment relationship
with ITW. Mr. Reeb will receive $1,110,000 in lieu of amounts that would have
been payable to him under his employment agreement with Premark had he chosen to
terminate employment following the Merger. His initial annual base salary with
ITW will be $380,000 and he will have annual incentive opportunities comparable
to similarly situated employees of ITW. Mr. Reeb also agreed on November 12,
1999 to enter into a noncompetition agreement, for which he will receive
$3,135,000. The term of this noncompetition agreement is through Mr. Reeb's
period of employment and for twenty-four months thereafter.
Competition Law Clearances
The requisite waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act related to the Merger expired on October 24, 1999. Certain
other non-U.S. competition law clearances must be obtained prior to the closing
of the Merger.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Exhibit
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10.1 Letter of Understanding, dated November 11, 1999, by and between
James M. Ringler and Illinois Tool Works Inc.
10.2 Executive Noncompetition Agreement, dated November 11, 1999, by
and between James M. Ringler and Illinois Tool Works Inc.
10.3 Letter of Understanding, dated November 12, 1999, by and between
William Reeb and Illinois Tool Works Inc.
10.4 Executive Noncompetition Agreement, dated November 12, 1999, by
and between William Reeb and Illinois Tool Works Inc.
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SIGNATURE
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, thereunto duly authorized.
ILLINOIS TOOL WORKS INC.
Date: November 12, 1999 By: /s/ Stewart S. Hudnut
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Name: Stewart S. Hudnut
Title: Senior Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Exhibit
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10.1 Letter of Understanding, dated November 11, 1999, by and between
James M. Ringler and Illinois Tool Works Inc.
10.2 Executive Noncompetition Agreement, dated November 11, 1999, by
and between James M. Ringler and Illinois Tool Works Inc.
10.3 Letter of Understanding, dated November 12, 1999, by and between
William Reeb and Illinois Tool Works Inc.
10.4 Executive Noncompetition Agreement, dated November 12, 1999, by
and between William Reeb and Illinois Tool Works Inc.
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