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Itw Finance Europe S.A. Illinois Tool Works Inc

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Itw Finance Europe S.A. Illinois Tool Works Inc Level: 5 – From: 5 – Tuesday, September 25, 2007 – 2:22 pm – mac7 – 3850 Intro : 3850 Intro ITW FINANCE EUROPE S.A. (incorporated with limited liability in Luxembourg) EUR 750,000,000 5.25 per cent. Guaranteed Notes due 2014 unconditionally and irrevocably guaranteed by ILLINOIS TOOL WORKS INC. (incorporated in Delaware) Issue price: 99.874 per cent. The EUR 750,000,000 5.25 per cent. Guaranteed Notes due 2014 (the Notes) are issued by ITW Finance Europe S.A. (the Issuer). The Notes will bear interest on their principal amount from (and including) the Interest Commencement Date to (but excluding) 1 October 2014 at a fixed rate of 5.25 per cent. per annum payable annually in arrear on 1 October in each year and commencing on 1 October 2007, as further described in Condition 6 of “Conditions of the Notes”. The Issuer may, at its option, redeem all, but not some only, of the Notes at any time at a redemption price to be determined in accordance with Condition 8(2) of “Conditions of the Notes”. Also, the Issuer may, at its option, redeem all, but not some only, of the Notes at any time at par plus accrued interest, in the event of certain tax changes as described under Condition 8(3) of “Conditions of the Notes”. Each Noteholder shall have the option, in the event of a Change of Control (as defined in Condition 8(4) of “Conditions of the Notes”), to require the Issuer to redeem or purchase the relevant Note at its principal amount together with accrued interest, as described in “Conditions of the Notes”. The Notes mature on 1 October 2014. Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 (the Luxembourg Act) on prospectuses for securities to approve this document as a prospectus and to the Luxembourg Stock Exchange for the listing of the Notes on the Official List of the Luxembourg Stock Exchange and admission to trading on the Luxembourg Stock Exchange’s regulated market. The Notes will be rated Aa3 by Moody’s Investors Service Inc. (Moody’s) and AA by Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. The Notes will initially be represented by a global certificate in registered form (the Global Certificate) which will be deposited with, and registered in the name of a nominee for a common depositary on behalf of Euroclear Bank SA/NV (Euroclear) and Clearstream Bank, société anonyme (Clearstream, Luxembourg) on or about 1 October 2007 (the Issue Date). Interests in the Global Certificate will be exchangeable for individual definitive Certificates in the denomination of EUR 50,000 and integral multiples of EUR 1,000 in excess thereof, only in certain limited circumstances—see “Summary of Provisions relating to the Notes while in Global Form”. An investment in Notes involves certain risks. Prospective investors should have regard to the factors described under the heading “Risk Factors” beginning on page 6 before making an investment decision. JPMorgan Société Générale Corporate & Investment Banking The date of this Prospectus is 26 September 2007. Level: 5 – From: 5 – Tuesday, September 25, 2007 – 2:22 pm – mac7 – 3850 Intro : 3850 Intro This Prospectus comprises a prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive) and for the purposes of the Luxembourg Act. The Issuer and Illinois Tool Works Inc. (the Guarantor) (together, the Responsible Persons) accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer and the Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The Issuer and the Guarantor, having made all reasonable enquiries, confirm that this Prospectus contains all material information with respect to the Issuer and the Guarantor and the Notes (including all information which, according to the particular nature of the Issuer, the Guarantor and of the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and the Guarantor and of the rights attaching to the Notes), that the information contained or incorporated in this Prospectus is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Prospectus are honestly held and that there are no other material facts the omission of which would make this Prospectus or any of such information or the expression of any such opinions or intentions misleading. The Issuer and the Guarantor accept responsibility accordingly. The Managers (as described under “Subscription and Sale”, below) have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Managers as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer or the Guarantor in connection with the offering of the Notes. No Manager accepts any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer or the Guarantor in connection with the offering of the Notes or their distribution. No person is or has been authorised by the Issuer, the Guarantor or the Managers or any of their affiliates to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantor or any of the Managers or any of their affiliates. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the Guarantor or any of the Managers that any recipient of this Prospectus or any other information supplied in connection with the offering of the Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and/or the Guarantor. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes constitutes an offer or invitation by or on behalf of the Issuer or the Guarantor or any of the Managers to any person to subscribe for or to purchase any Notes in any jurisdiction when it is unlawful to do so. Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall in any circumstances imply that the information contained herein concerning the Issuer and/or the Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Offering of the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Managers expressly do not undertake to review the financial condition or affairs of the Issuer or the Guarantor during the life of the Notes or to advise any investor in the Notes of any information coming to their attention. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or the securities laws of any state or other jurisdiction of the United States, and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to or for the account or benefit of U.S. persons (as 2 Level: 5 – From: 5 – Tuesday, September 25, 2007 – 2:22 pm – mac7 – 3850 Intro : 3850 Intro defined in Regulation S under the Securities Act). For a further description of certain restrictions on the offering and sale of the Notes and on distribution of this document, see “Subscription and Sale” below. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer, the Guarantor and the Managers do not represent that this Prospectus may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Guarantor or the Managers which is intended to permit a public offering of the Notes or the distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable securities laws and regulations.
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