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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 1993
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 1-6003
FEDERAL SIGNAL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 36-1063330
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1415 WEST 22ND STREET, OAK BROOK, ILLINOIS 60521
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 954-2000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
COMMON STOCK, PAR VALUE $1.00 PER SHARE,
WITH PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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 (Section 229.405 of this chapter) 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]
State the aggregate market value of voting stock held by nonaffiliates of the
Registrant as of March 1, 1994.
Common stock, $1.00 par value -- $852,243,000
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of March 1, 1994.
Common stock, $1.00 par value -- 45,566,616 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the annual report to shareholders for the year ended
December 31, 1993, are incorporated by reference into Parts I and II.
Portions of the proxy statement for the Annual Meeting of Shareholders
to be held on April 18, 1994, are incorporated by reference into Part
III.
PART I
Item 1. Business.
Federal Signal Corporation, founded in 1901, was reincorporated as a
Delaware Corporation in 1969. The company is a manufacturer and worldwide
supplier of public safety, signaling and communications equipment, fire
trucks and emergency vehicles, street sweeping, vacuum loader and catch basin
cleaning vehicles, parking control equipment, custom on-premise signage,
cutting tools, precision punches and related die components.
Products produced and services rendered by Registrant and its
subsidiaries (referred to collectively as "Registrant" herein, unless context
otherwise indicates) are divided into groups (business segments) as follows:
Signal, Sign, Tool and Vehicle. This classification of products and services
is based upon Registrant's historical divisional structure established by
management for the purposes of internal control, marketing and accounting.
Developments, including acquisitions of businesses, considered
significant to the company or individual segments are described under the
following discussions of the applicable groups.
The Financial Review sections, "Consolidated Results of Operations,"
"Group Operations" and "Financial Position and Cash Flow," and Note N -
Segment Information contained in the annual report to shareholders for the
year ended December 31, 1993 are incorporated herein by reference.
On February 3, 1994, the Registrant's Board of Directors declared
a 4-for-3 common stock split distributed March 1, 1994 to shareholders of
record on February 14, 1994. The 554,088 post-split treasury shares
held on February 14, 1994 were used to partially effect the split.
Previously reported financial information has been restated to give effect to
the stock split.
Signal Group
Signal Group products manufactured by Registrant consist of (1) a
variety of visual and audible warning and signaling devices used by private
industry, federal, state and local governments, building contractors, police,
fire and medical fleets, utilities and civil defense and (2) parking, revenue
control, and access control equipment and systems for parking facilities,
commercial businesses, bridge and pier installation and residential
developments.
The visual and audible warning and signaling devices include emergency
vehicle warning lights, electromechanical and electronic vehicle sirens and
industrial signal lights, sirens, horns, bells and solid state audible
signals, audio/visual emergency warning and evacuation systems, including
weather and nuclear power plant warning notification systems and fire alarm
system panels and devices.
Parking, revenue control, and access control equipment and systems
includes parking and security gates, card access readers, ticket issuing
devices, coin and token units, fee computers, various forms of electronic
control units and personal computer-based revenue and access control systems.
Warning and signaling products, which account for the principal portion
of the group's business, are marketed to both industrial and governmental
users. Products are sold to industrial customers through manufacturers'
representatives who sell to approximately 1,400 wholesalers. Products are
also sold to governmental customers through more than 900 active independent
distributors as well as through original equipment manufacturers and direct
sales. International sales are made through the Registrant's independent
foreign distributors or on a direct basis.
Because of the large number of Registrant's products, Registrant
competes with a variety of manufacturers and suppliers and encounters varying
competitive conditions among its different products and encounters different
classes of customers. Because of the variety of such products and customers,
no meaningful estimate of either the total number of competitors or
Registrant's overall competitive position can be made. Generally,
competition is intense as to all of Registrant's products and, as to most
such products, is based on price, including competitive bidding, on product
reputation and performance, and on product servicing. Although some
competitors in certain product lines are larger than Registrant, the
Registrant believes it is the leading supplier of particular products.
In May 1992, the Registrant acquired all of the outstanding shares of
Aplicaciones Tecnologicas VAMA S.L. for cash and an earnout to be based upon
future profitability of the company for a five-year period. VAMA is a
leading European manufacturer of emergency vehicular signaling products
located in Barcelona, Spain. The acquisition accelerates the Signal Group's
strategic objective of increasing international market penetration,
particularly in Europe.
The backlogs of orders of Signal Group products believed to be firm at
December 31, 1993 and 1992 were $9.7 million and $8.4 million, respectively.
Almost all of the backlogs of orders at December 31, 1993, are reasonably
expected to be filled within the current fiscal year.
Sign Group
The Sign Group, operating principally under the name "Federal Sign"
designs, engineers, manufactures, installs and maintains illuminated and non-
illuminated sign displays, for both sale and lease. Registrant additionally
provides sign repair services and also enters into maintenance service
contracts, usually over three-year to five-year periods, for signs it
manufactures as well as for signs produced by other manufacturers. Its
operations are oriented to custom designing and engineering of commercial and
industrial signs or groups of signs for its customers.
The sale and lease of signs and the sale of maintenance contracts are
conducted primarily through Registrant's direct sale organization which
operates from its twenty-two principal sales and manufacturing facilities
located strategically throughout the continental U.S. Customers for sign
products and services consist of local commercial businesses, as well as
major national and multi-national companies.
The Sign Group's markets stabilized during 1993, while the Registrant
continued with aggressive, strategic restructuring programs. The group
focused on reducing nonvalue-added tasks, redesigned work flow and emphasized
training programs to empower employees and to improve quality and customer
service. These programs, combined with a marketing effort targeted at more
sophisticated, higher value-added projects, resulted in a return to
profitability in 1993.
A large number of Registrant's displays are leased to customers for
terms of typically three to five years with both the lease and the
maintenance portions of many such contracts then renewed for successive
periods.
Registrant is nationally a principal producer of custom-designed signs,
but has numerous competitors (estimated at about 3,500 in total), most of
whom are localized in their operations. Competition for sign products and
services is intense and competitive factors consist largely of prices, terms,
aesthetic and design considerations, and maintenance services. In some
instances, smaller and more localized operations may enjoy some cost
advantages which may permit lower pricing for particular displays. However,
Registrant's reputation for creative design, quality manufacture and complete
nationwide service together with its financial ability to maintain customer
leasing programs and to undertake large project commitments in many cases
offset competitors' price advantages.
Total backlog at December 31, 1993, applicable to sign products and
services was approximately $54.2 million compared to approximately $54.6
million at December 31, 1992. A significant part of Registrant's sign
products and services backlog relates to sign maintenance contracts since
such contracts are usually performed over long periods of time. At
December 31, 1993, the Sign Group had a backlog of approximately $41.5
million compared to approximately $41.3 million at December 31, 1992,
represented by in-service sign maintenance contracts. With the exception of
the sign maintenance contracts, most of the backlog orders at December 31,
1993 are reasonably expected to be filled within the current fiscal year.
Tool Group
Tool Group products are produced by the Registrant's wholly-owned sub-
sidiaries including: Dayton Progress Corporation, Schneider Stanznormalien
GmbH, acquired in 1992, Container Tool Corp., acquired in 1991, Manchester
Tool Company, Dico Corporation, acquired in 1992, Bassett Rotary Tool Company
and Jamestown Punch and Tooling, Inc.
Dayton Progress Corporation manufactures and purchases for resale an
extensive variety of consumable die components for the metal stamping
industry. These components consist of piercing punches, matched die
matrixes, punch holders or retainers and many other products related to the
metal stamper's needs. Registrant also produces a large variety of
consumable precision metal products for customers' nonstamping needs,
including special heat exchanger tools, beverage container tools, powder
compacting units and molding components.
In March 1992, Dayton Progress Corporation acquired for cash the assets
of Schneider Stanznormalien GmbH, a German manufacturer of precision punch
and die components. This acquisition gives Dayton Progress manufacturing
capabilities on the European continent and provides greater access to
European markets.
In October 1991, Dayton Progress Corporation acquired for cash and stock
all of the outstanding shares of Container Tooling Corporation. Container
Tool manufactures and distributes body punch tooling used in the production
of aluminum and steel beverage cans. The product complements Dayton
Progress' tab-top tooling product line.
In July 1989, Dayton Progress Corporation acquired for cash all of the
outstanding stock of Electro Diecraft, a Canadian tool manufacturer. The
name of the corporation was changed to Dayton Progress Canada, Ltd.
Manchester Tool Company manufactures consumable carbide insert tooling
for cutoff and deep grooving metal cutting applications.
In November 1992, Manchester Tool Company acquired for cash all of the
outstanding shares of Dico Corporation, a manufacturer of polycrystalline
diamond and cubic boron nitride cutting tools. This product line complements
Manchester Tool's carbide insert products and allows for entry into new
market niches within general business areas already served.
Bassett Rotary Tool Company is a manufacturer of consumable carbide
cutting tools. Its products are medium to high precision in their
manufacture and at times are quite complex in their configuration. The
products represent a narrow band of the much broader cutting tool industry
and require a high level of manufacturing skill.
Jamestown Punch and Tooling, Inc. (previously known as Jamestown
Perforators, Inc.) manufactures an extensive line of consumable special die
components for the metal stamping and plastic molding industries in addition
to a variety of precision ground high alloy parts. The markets served are
located primarily east of the Mississippi River and price is an important
purchasing factor in this highly competitive market. Sales are made on both
a direct basis and through a limited distributor organization.
Because of the nature of and market for the Registrant's products,
competition is great at both domestic and international levels. Many
customers have some ability to produce the product themselves, but at a cost
disadvantage. Major market emphasis is placed on quality of product and
level of service.
Tool Group products are labor intensive with the only significant
outside cost being the purchase of the tool steel, carbide and diamond raw
material, as well as items necessary for manufacturing. Inventories are
maintained to assure prompt service to the customer with the average order
for standard tools filled in less than one week for domestic shipments and
within two weeks for international shipments.
Tool Group customers include metal and plastic fabricators and tool and
die shops throughout the world. Because of the nature of the products,
volume depends mainly on repeat orders from customers numbering in the
thousands. These products are used in the manufacturing process of a broad
range of items such as automobiles, appliances, construction products,
electrical motors, switches and components and a wide variety of other
household and industrial goods. Almost all business is done with private
industry.
Registrant's products are marketed in the United States, Japan and
Europe principally through industrial distributors. Foreign sales and
distribution offices are maintained in Weston, Ontario; Sagamihara and Tokyo,
Japan; Kenilworth, England and Oberursel, Germany. Foreign manufacturing
facilities are located in Weston, Ontario, Sagamihara, Japan and Oberursel,
Germany. Sales to nondomestic customers are made through five wholly-owned
subsidiaries: Dayton Progress Canada, Ltd., Dayton Progress International
Corporation, Dayton Progress (UK) Ltd., Nippon Dayton Progress K.K. and
Schneider Stanznormalien GmbH.
Order backlogs of the Tool Group as of December 31, 1993 and December
31, 1992 were $7.5 million and $6.7 million, respectively. Almost all of the
backlogs of orders at December 31, 1993 are expected to be filled within the
current fiscal year.
Vehicle Group
The Vehicle Group is composed of Emergency One, Inc., Superior Emergency
Vehicles, Ltd., acquired in 1991, Elgin Sweeper Company, Guzzler
Manufacturing, Inc., acquired in 1993, and Ravo International, acquired in
1990.
Emergency One, Inc. is the leading manufacturer of custom-designed fire
trucks and rescue vehicles including four and six-wheel drive rescue trucks,
tankers, pumpers, aerial ladder trucks, and airport rescue and fire fighting
vehicles (each of aluminum construction for rust-free operation and energy
efficiency).
In December 1991, Emergency One acquired for cash all of the outstanding
shares of Frontline Corporation, a manufacturer and distributor of
ambulances, rescue trucks and mobile communication vehicles. The acquisition
of Frontline Corporation complemented Emergency One's product line and
enabled Emergency One to provide a complete product line of fire trucks, fire
apparatus, emergency support and ambulance vehicles for distribution through
Emergency One's domestic and international dealer network. During 1993, the
company's ambulance operations were relocated to Emergency One's facilities
in Ocala, Florida and the mobile communications vehicles product line was
sold. The company was merged into Emergency One in January 1994.
In December 1991, Emergency One acquired for cash, Superior Emergency
Vehicles, Ltd., a manufacturer and distributor of a full range of fire truck
bodies primarily for the Canadian market. In addition to increased
manufacturing capacity, the acquisition of Superior Emergency Vehicles, Ltd.
provides greater access to the Canadian market.
In October 1989, Emergency One acquired for cash, American Eagle Fire
Apparatus Company, Inc., a manufacturer of a full range of bodies for fire
apparatus vehicles. The acquisition of American Eagle provided Emergency One
with additional capacity to accommodate its rapid growth. This company was
merged into Emergency One in June 1992.
Elgin Sweeper Company is the leading manufacturer in the United States
of self-propelled street cleaning vehicles. Utilizing three basic cleaning
methods (mechanical sweeping, vacuuming and recirculating air), Elgin's
products are primarily designed for large-scale cleaning of curbed streets
and other paved surfaces.
In March 1993, Elgin Sweeper Company acquired, principally for cash, all
of the outstanding shares of Guzzler Manufacturing, Inc. Guzzler is an
Alabama-based manufacturer and marketer of waste removal vehicles, using
state-of-the-art vacuum technology, for worldwide industrial, environmental
and municipal markets. The acquisition of Guzzler Manufacturing, Inc.
complements Elgin Sweeper Company's product distribution and provides for
increased exposure to the industrial and municipal marketplaces for Elgin and
Guzzler, respectively.
In December 1990, the Registrant, through Federal Signal Europe BV,
acquired all of the outstanding shares of Van Raaij Holdings BV (which, along
with its subsidiaries, is referred to herein as Ravo International), a
Netherlands-based street sweeper manufacturer, for cash and an earnout to be
based upon future profitability of the company for a five-year period. Ravo
International is a leading European manufacturer and marketer of self-
propelled street and sewer cleaning vehicles. Utilizing the vacuuming
cleaning method, Ravo's products are primarily designed for cleaning of
curbed streets and other paved surfaces. Both Ravo International and Elgin
Sweeper Company also sell accessories and replacement parts for their
sweepers. Ravo International also provides after market service and support
for its products in the Netherlands.
Some products and components thereof are not manufactured by Registrant
but are purchased for incorporation with products of Registrant's
manufacture.
A majority of Vehicle Group sales are made to domestic and overseas
municipalities and other governmental units, although in the street sweeper
market and with the 1993 acquisition of Guzzler Manufacturing, Inc., there is
an emerging trend towards commercial, industrial and private customers.
Worldwide sales are principally conducted by domestic and international
dealers, in most areas, with some sales being made on a direct-to-user basis.
Registrant competes with several domestic and foreign manufacturers and
due to the diversity of products offered, no meaningful estimate of either
the number of competitors or Registrant's relative position within the market
can be made, although Registrant does believe it is a major supplier within
these product lines. Registrant competes with numerous foreign manufacturers
principally in international markets.
At December 31, 1993, the Vehicle Group backlogs were $150.3 million
compared to $128.2 million at December 31, 1992. The backlogs at December
31, 1993, included approximately $3.2 million of backlog attributable to
Guzzler Manufacturing, Inc., which was acquired in March 1993. A substantial
majority of the orders in the backlogs at December 31, 1993 are reasonably
expected to be filled within the current fiscal year. Approximately $34.3
million of the backlogs at December 31, 1993 and $30.3 million of the
backlogs at December 31, 1992 represent the funded portion of a subcontract
to build P-23 airport rescue and fire fighting vehicles for the U.S. Air
Force, about half of which is expected to be produced and shipped after
December 31, 1994.
Additional Information
Registrant's sources and availability of materials and components are
not materially dependent upon either a single vendor or very few vendors.
Registrant owns a number of patents and possesses rights under others to
which it attaches importance, but does not believe that its business as a
whole is materially dependent upon any such patents or rights. Registrant
also owns a number of trademarks which it believes are important in
connection with the identification of its products and associated goodwill
with customers, but no material part of Registrant's business is dependent on
such trademarks.
Registrant's business is not materially dependent upon research
activities relating to the development of new products or services or the
improvement of existing products and services, but such activities are of
importance as to some of Registrant's products. Expenditures for research
and development by the Registrant were approximately $5.6 million in 1993,
$5.2 million in 1992 and $5.1 million in 1991.
Note N - Segment Information, presented in the annual report to
shareholders for the year ended December 31, 1993, contains information
concerning the Registrant's foreign sales, export sales and operations by
geographic area, and is incorporated herein by reference.
No material part of the business of Registrant is dependent either upon
a single customer or very few customers. There are no significant seasonal
aspects to Registrant's business or any material portion thereof. The
Registrant is in substantial compliance with federal, state and local
provisions which have been enacted or adopted regulating the discharge of
materials into the environment, or otherwise relating to the protection of
the environment. These provisions have had no material adverse impact upon
capital expenditures, earnings or competitive position of the Registrant
and its subsidiaries. The Registrant employed 4,426 people in ongoing
businesses at the close of 1993. The Registrant believes relations with its
employees have been satisfactory.
Item 2. Properties.
As of March 1, 1994, the Registrant utilized twenty-four principal
manufacturing plants located primarily throughout North America, as well as
six in Europe and one in the Far East. In addition, there were thirty-six
sales and service/warehouse sites, with thirty being domestically based and
six located overseas. The majority of the manufacturing plants are owned,
whereas all the sales and service/warehouse sites are leased.
In total, the Registrant devoted approximately 1,202,000 square feet to
manufacturing and 788,000 square feet to service, warehousing and office
space, as of March 1, 1994. Of the total square footage, approximately 23%
is devoted to the Signal Group, 19% to the Sign Group, 13% to the Tool Group
and 45% to the Vehicle Group. Not included in the manufacturing square
footage is approximately 37,000 square feet of unutilized manufacturing space
that resulted from the rearrangement of the Registrant's manufacturing
operations, mostly in the Sign Group. This space is presently being marketed
for sale or lease to nonaffiliates. Approximately 71% of the total square
footage is owned by the Registrant, with the remaining 29% being leased.
All of the Registrant's properties, as well as the related machinery and
equipment, are considered to be well-maintained, suitable and adequate for
their intended purposes. In the aggregate, these facilities are of
sufficient capacity for the Registrant's current business needs.
Capital expenditures for the years ended December 31, 1993, 1992, and
1991 were $10.1 million, $8.8 million, and $12.0 million, respectively.
Capital expenditures in 1991 included expenditures relating to the airport
rescue and fire fighting vehicle manufacturing facility at Emergency One.
Registrant anticipates total capital expenditures in 1994 will not be
significantly greater than 1993 amounts.
Item 3. Legal Proceedings.
The Registrant is subject to various claims, other pending and possible
legal actions for product liability and other damages and other matters
arising out of the conduct of the Registrant's business. The Registrant
believes, based on current knowledge and after consultation with counsel,
that the outcome of such claims and actions will not have a material adverse
effect on the Registrant's consolidated financial position or the results of
operations.
On May 3, 1993, a Texas federal court jury rendered a verdict of
$17,745,000 against Federal Sign, a division of the company, for alleged
violation of the Texas Deceptive Trade Practices Act and misrepresentations
to Duravision, Inc. and Manufacturers Product Research Group of North
America, Inc. in connection with a 1988 research and development project for
indoor advertising signs. The company believes the court erroneously
excluded important evidence and that the verdict was against the weight of
the evidence. Both inside and outside counsel that initially handled the
case opined at the time of the verdict that the likelihood of a substantially
unfavorable result to the company on appeal was remote. Trial counsel has
turned the case over to new appellate counsel and has stated they cannot
currently give an opinion on the appeal because they are no longer handling
the case. Appellate counsel now handling the appeal of the case has not
issued an opinion on its outcome. However, if the company loses its appeal
of this case, there would be a charge to earnings for this verdict, plus
interest and attorney fees. The company believes that the ultimate
resolution of this contingency will not have a material effect on its
financial condition, and accordingly, the company has not recorded any
accruals for potential losses resulting from this judgment.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders through the
solicitation of proxies or otherwise during the three months ended
December 31, 1993.
PART II
Item 5. Market for the Registrant's Common Stock and Related Security
Holder Matters.
Federal Signal Corporation's Common Stock is listed and traded on the
New York Stock Exchange under the symbol FSS. Per share data listed in Note
O -Selected Quarterly Data (Unaudited) contained in the 1993 annual report to
shareholders is incorporated herein by reference. As of March 1, 1994, there
were 4,818 holders of record of the Registrant's common stock.
Certain long-term debt agreements impose restrictions on Registrant's
ability to pay cash dividends on its common stock. All of the retained
earnings at December 31, 1993, were free of any restrictions.
Item 6. Selected Financial Data.
Selected Financial Data contained in the 1993 annual report to
shareholders is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The Financial Review sections "Consolidated Results of Operations,"
"Group Operations" and "Financial Position and Cash Flow" contained in the
1993 annual report to shareholders are incorporated herein by reference.
Note M - Contingency, contained in the annual report to shareholders for
the year ended December 31, 1993, is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements and accompanying footnotes of the
Registrant and the report of the independent auditors set forth in the
Registrant's 1993 annual report to shareholders are incorporated herein by
reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information under the caption "Election of Directors" contained in
the Registrant's Proxy Statement for the Annual Meeting of Shareholders to be
held on April 18, 1994 is incorporated herein by reference.
The following is a list of the Registrant's executive officers, their
ages, their business experience and their positions and offices as of March
1, 1994:
Joseph J. Ross, age 48, was elected Chairman, President and Chief
Executive Officer in February, 1990. Previously he served as President and
Chief Executive Officer since December 1987 and as Chief Operating Officer
since July 1986.
Charles R. Campbell, age 54, was elected Senior Vice President and Chief
Financial and Administrative Officer in July 1986.
John A. DeLeonardis, age 46, was elected Vice President-Taxes in January
1992. He first joined the company as Director of Tax in November 1986.
Theodore S. Fries, age 49, was elected President of Emergency One, Inc.
in August 1984.
Richard G. Gibb, age 50, was appointed President of the Signal Products
Division in February 1985.
Roger B. Parsons, age 53, was elected President of Elgin Sweeper Company
in January 1983.
Jesse N. Polan, age 44, was appointed President of Federal APD in
February 1985.
Robert W. Racic, age 45, was elected Vice President and Treasurer in
April 1984.
Richard L. Ritz, age 40, was elected Vice President and Controller in
January 1991. He was appointed Controller effective November 1985.
Richard R. Thomas, age 60, was appointed President of the Tool Group in
January 1983.
Kim A. Wehrenberg, age 42, was elected Vice President, General Counsel
and Secretary effective October 1986.
These officers hold office until the next annual meeting of the
respective Boards following their election and until their successors shall
have been elected and qualified.
There are no family relationships among any of the foregoing executive
officers.
Item 11. Executive Compensation.
The information contained under the caption "Executive Compensation" of
Registrant's Proxy Statement for the Annual Meeting of Shareholders to be
held April 18, 1994 is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information contained under the caption "Security Ownership of
Certain Beneficial Owners" of Registrant's Proxy Statement for the Annual
Meeting of Shareholders to be held April 18, 1994 is incorporated herein by
reference.
Item 13. Certain Relationships and Related Transactions.
The information contained under the caption "Executive Compensation" of
Registrant's Proxy Statement for the Annual Meeting of Shareholders to be
held April 18, 1994 is incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a)1. Financial Statements
The following consolidated financial statements of Federal Signal
Corporation and Subsidiaries included in the 1993 annual report of
the Registrant to its shareholders are filed as a part of this
report and are incorporated by reference in Item 8:
Consolidated Balance Sheets -- December 31, 1993 and 1992
Consolidated Statements of Income -- Years ended December 31,
1993, 1992 and 1991
Consolidated Statements of Cash Flows -- Years ended December
31, 1993, 1992 and 1991
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
The following consolidated financial statement schedules of
Federal Signal Corporation and Subsidiaries, for the three years
ended December 31, 1993, are filed as a part of this report in
response to Item 14(d):
Schedule II -- Amounts receivable from related parties and
underwriters, promoters and employees other than related
parties
Schedule VIII -- Valuation and qualifying accounts
Schedule IX -- Short-term borrowings
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
are not required under the related instructions or are
inapplicable, and therefore, have been omitted.
3. Exhibits
3. a. Restated Certificate of Incorporation of Registrant and
Certificate of Amendment, filed as Exhibit (3)(a) to
Registrant's Form 10-K for the year ended December 31,
1991, is incorporated herein by reference.
b. By-laws of Registrant, filed as Exhibit (3)(b) to
Registrant's Form 10-K for the year ended December 31,
1991, is incorporated herein by reference.
4. a. Rights Agreement.
b. The Registrant has no long-term debt agreements for which
the related outstanding debt exceeds 10% of consolidated
total assets as of December 31, 1993. Copies of debt
instruments for which the related debt is less than 10%
of consolidated total assets will be furnished to the
Commission upon request.
10. a. 1988 Stock Benefit Plan, filed as Exhibit (10)(a) to
Registrant's Form 10-K for the year ended December 31,
1991, is incorporated herein by reference.
b. Corporate Management Incentive Bonus Plan, filed as
Exhibit (10)(b) to Registrant's Form 10-K for the year
ended December 31, 1990, is incorporated herein by
reference.
c. Subsidiaries, Division and Other Designated Profit
Centers Management Incentive Bonus Plan, filed as exhibit
(10)(c) to Registrant's Form 10-K for the year ended
December 31, 1989, is incorporated herein by reference.
d. Supplemental Pension Plan, filed as Exhibit (10)(d) to
Registrant's Form 10-K for the year ended
December 31, 1990, is incorporated herein by reference.
e. Executive Disability, Survivor and Retirement Plan, filed
as Exhibit (10)(e) to Registrant's Form 10-K for the
year ended December 31, 1990, is incorporated herein by
reference.
f. Supplemental Savings and Investment Plan.
g. Employment Agreement with Charles R. Campbell, filed as
Exhibit (10)(g) to Registrant's Form 10-K for the year
ended December 31, 1989, is incorporated herein by
reference.
h. Employment Agreement with Joseph J. Ross, filed as
Exhibit (10)(h) to Registrant's Form 10-K for the year
ended December 31, 1989, is incorporated herein by
reference.
i. Change of Control Agreement with Kim A. Wehrenberg, filed
as Exhibit (10)(i) to Registrant's Form 10-K for the year
ended December 31, 1989, is incorporated herein by
reference.
j. Director Deferred Compensation Plan, filed as Exhibit
(10)(j) to Registrant's Form 10-K for the year ended
December 31, 1992, is incorporated herein by reference.
k. Director Retirement Plan, filed as Exhibit (10)(k) to
Registrant's Form 10-K for the year ended December 31,
1992, is incorporated herein by reference.
11. Computation of net income per common share
13. 1993 Annual Report to Shareholders of Federal Signal
Corporation. Such report, except for those portions thereof
which are expressly incorporated by reference in this Form
10-K, is furnished for the information of the Commission only
and is not to be deemed "filed" as part of this filing.
21. Subsidiaries of the Registrant
23. Consent of Independent Auditors
(b) Reports on Form 8-K
No reports on Form 8-K were filed for the three months ended December
31, 1993.
(c) and (d)
The response to this portion of Item 14 is being submitted as a separate
section of this report.
Other Matters
For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned Registrant hereby undertakes as follows, which undertaking shall
be incorporated by reference into Registrant's Registration Statements on
Form S-8 Nos. 33-12876, 33-22311, 33-38494, 33-41721 and 33-49476, dated
April 14, 1987, June 26, 1988, December 28, 1990, July 15, 1991 and June 9,
1992, respectively:
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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.
FEDERAL SIGNAL CORPORATION
By: /s/ Joseph J. Ross March 25, 1994
Chairman, President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below, on March 25, 1994, by the following persons on
behalf of the Registrant and in the capacities indicated.
/s/ Charles R. Campbell /s/ Walter R. Peirson
Senior Vice President and Chief Director
Financial and Administrative Officer
/s/ Richard L. Ritz /s/ J. Patrick Lannan, Jr.
Vice President and Controller Director
/s/ James A. Lovell, Jr.
Director
/s/ Thomas N. McGowen, Jr.
Director
SCHEDULE II
FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES
Amounts Receivable from Related Parties and Underwriters, Promoters
and Employees Other than Related Parties
For the Years Ended December 31, 1993, 1992 and 1991
Balance at Balance
beginning Amounts at end
Name of debtor of year Additions collected of year
Year ended December 31, 1993:
Joseph J. Ross, two demand
notes outstanding: one in
the amount of $121,359 at
3.41% per annum compounded
quarterly, and one in the
amount of $8,590 at 6.88%
per annum compounded
annually $127,108 $ 4,398 $ 1,557 $129,949
Year ended December 31, 1992:
Joseph J. Ross, two demand
notes outstanding: one in
the amount of $117,305 at
4.12% per annum compounded
quarterly, and one in the
amount of $9,803 at 6.88%
per annum compounded
annually $237,112 $ 19,496 $129,500 $127,108
Year ended December 31, 1991:
Joseph J. Ross, demand note,
8.5% per annum compounded
semi-annually $218,171 $ 18,941 -0- $237,112
Robert L. Gray, demand note,
8.5% per annum compounded
semi-annually $124,471 $ 7,798 $132,269 -0-
Charles R. Campbell, demand
note, 7.25% per annum
compounded semi-annually -0- $274,711 $274,711 -0-
SCHEDULE VIII
FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
For the Years Ended December 31, 1993, 1992 and 1991
Deductions
Additions Accounts
Balance at Charged to written off Balance
beginning costs and net of at end
Description of year expenses recoveries of year
Year ended December 31, 1993:
Deducted from asset accounts:
Allowance for doubtful accounts
Manufacturing activities $1,688,000 $2,215,000
Financial service activities 1,138,000 976,000
Total $2,826,000 $2,710,000 $2,345,000 $3,191,000
Year ended December 31, 1992:
Deducted from asset accounts:
Allowance for doubtful accounts
Manufacturing activities $1,392,000 $1,688,000
Financial service activities 857,000 1,138,000
Total $2,249,000 $2,521,000 $1,944,000 $2,826,000
Year ended December 31, 1991:
Deducted from asset accounts:
Allowance for doubtful accounts
Manufacturing activities $1,392,000 $1,392,000
Financial service activities 734,000 857,000
Total $2,126,000 $2,310,000 $2,187,000 $2,249,000
SCHEDULE IX
FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES
Short-term Borrowings
For the Years Ended December 31, 1993, 1992 and 1991
Maximum Average Weighted
Weighted amount amount average
average outstanding outstanding interest
Category of aggregate Balance at interest during during rate during
short-term borrowings end of year rate the year the year* the year*
Year ended December 31, 1993:
Commercial paper and notes
payable to banks $74,443,000 3.60% $99,080,000 $89,180,000 3.54%
Year ended December 31, 1992:
Commercial paper and notes
payable to banks $72,794,000 3.79% $88,362,000 $77,231,000 4.47%
Year ended December 31, 1991:
Commercial paper and notes
payable to banks $64,034,000 5.26% $64,034,000 $42,580,000 7.02%
* Computed on an average daily basis.