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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, 1994
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, 1995.
Common stock, $1.00 par value -- $817,151,270
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of March 1, 1995.
Common stock, $1.00 par value -- 45,291,023 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the annual report to shareholders for the year ended
December 31, 1994, 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 19, 1995, 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 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: Safety Products (previously known
as 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, 1994 are
incorporated herein by reference.
Safety Products Group
Safety Products Group (previously known as the 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; (2) safety containment products for handling and storing
hazardous materials used by a wide variety of industrial and
laboratory customers as well as military agencies and municipal,
state and federal governments; and (3) 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.
In May 1994, the Registrant acquired the principal operating
assets and assumed the principal operating liabilities of Justrite
Manufacturing Company for cash. Justrite is an Illinois-based
manufacturer of safety equipment for the storage, transfer, use and
disposal of flammable and hazardous materials.
The safety containment products offered by Justrite include
safety cabinets for flammables and corrosives; safety and dispenser
cans; waste receptacles and disposal cans; spill control pallets
and overpacks; and hazardous material storage buildings, lockers,
pallets and platforms. These products are designed in accordance
with various regulatory codes and standards, and meet agency
approvals such as FM and UL.
Parking, revenue control, and access control equipment and
systems include 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 Safety Products Group's strategic
objective of increasing international market penetration,
particularly in Europe.
The backlogs of orders of Safety Products Group products
believed to be firm at December 31, 1994 and 1993 were $14.0
million and $9.7 million, respectively. The backlogs at December
31, 1994 included approximately $2.4 million of backlog
attributable to Justrite, which was acquired in May 1994. Almost
all of the backlogs of orders at December 31, 1994 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
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-three 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 improved during 1994 with growth coming
from many of its national and multi-national customers, as well as
growth in the casino gaming industry. This growth, combined with
the results of the aggressive restructuring programs implemented
over the last few years, resulted in more than tripling profits in
1994 versus 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, 1994, applicable to sign products
and services was approximately $57.0 million compared to
approximately $54.2 million at December 31, 1993. 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, 1994, the
Sign Group had a backlog of approximately $39.8 million compared to
approximately $41.5 million at December 31, 1993, represented by
in-service sign maintenance contracts. With the exception of the
sign maintenance contracts, most of the backlog orders at December
31, 1994 are reasonably expected to be filled within the current
fiscal year.
Tool Group
Tool Group products are produced by the Registrant's
wholly-owned subsidiaries including: Dayton Progress Corporation,
Schneider Stanznormalien GmbH, acquired in 1992, 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 a 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 October 1994 the Container Tool operations were
relocated to Dayton Progress' facilities in Dayton, Ohio.
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. 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. 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
manufacturing facilities, as well as sales and distribution
offices, are located in Weston, Ontario; Sagamihara, Japan;
Kenilworth, England; 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, 1994 and
December 31, 1993 were $9.5 million and $7.5 million, respectively.
Almost all of the backlogs of orders at December 31, 1994 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,
Vactor Manufacturing, Inc., acquired in 1994, Guzzler
Manufacturing, Inc., acquired in 1993, and Ravo International,
acquired in 1990.
Emergency One, Inc. is a leading manufacturer of custom-designed
ambulances, 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.
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 June 1994, the Registrant acquired the principal operating
assets and assumed the principal operating liabilities of Peabody
Myers Corporation ("Vactor") for cash. Vactor Manufacturing, Inc.
is an Illinois-based manufacturer of municipal combination catch
basin/sewer cleaning vacuum trucks. This acquisition provides a
significant expansion of the Registrant's offering of municipal
equipment and enhances the domestic and international dealer
networks of both Elgin Sweeper and Vactor.
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 vacuum technology, for worldwide industrial
and environmental markets. The acquisition of Guzzler
Manufacturing, Inc. complements Elgin Sweeper Company's product
distribution and provides for increased exposure to the industrial
marketplace for both Elgin and Guzzler.
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. Industrial
vacuum loader vehicles produced by Guzzler are principally sold to
commercial and industrial 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, 1994, the Vehicle Group backlogs were $180.5
million compared to $150.3 million at December 31, 1993. The
backlogs at December 31, 1994, included approximately $10.2 million
of backlog attributable to Vactor Manufacturing, Inc., which was
acquired in June 1994. A substantial majority of the orders in the
backlogs at December 31, 1994 are reasonably expected to be filled
within the current fiscal year. Approximately $24.0 million of the
backlogs at December 31, 1994 and $34.3 million of the backlogs at
December 31, 1993 represent the funded portion of a subcontract to
build P-23 airport rescue and fire fighting vehicles for the U.S.
Air Force. The majority of the $24.0 million backlog at December
31, 1994 is expected to be produced and shipped during 1995.
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 $7.0 million in 1994, $5.6 million in 1993 and $5.2
million in 1992.
Note N - Segment Information, presented in the annual report to
shareholders for the year ended December 31, 1994, contains
information concerning the Registrant's foreign sales, export sales
and operations by geographic area, and is incorporated herein by
reference.
Certain of the Registrant's businesses are susceptible to the
influences of seasonal buying or delivery patterns. The
Registrant's businesses which tend to have lower sales in the first
calendar quarter compared to other quarters as a result of these
influences are signage, street sweeping, outdoor warning, other
municipal emergency signal products and parking systems
manufacturing operations.
No material part of the business of Registrant is dependent
either upon a single customer or very few customers. 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 5,243 people in ongoing businesses at the close
of 1994. The Registrant believes relations with its employees have
been satisfactory.
Item 2. Properties.
As of March 1, 1995, the Registrant utilized twenty-seven
principal manufacturing plants located primarily throughout North
America, as well as seven in Europe and one in the Far East. In
addition, there were thirty-six sales and service/warehouse sites,
with thirty-three being domestically based and three 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 1,464,000 square
feet to manufacturing and 890,000 square feet to service,
warehousing and office space, as of March 1, 1995. Of the total
square footage, approximately 31% is devoted to the Safety Products
Group, 14% to the Sign Group, 11% to the Tool Group and 44% to the
Vehicle Group. Not included in the manufacturing square footage is
approximately 21,000 square feet of unutilized manufacturing space
that resulted from the rearrangement of the Registrant's
manufacturing operations in the Sign and Tool groups. The majority
of this space is presently being marketed for lease to
nonaffiliates. Approximately 66% of the total square footage is
owned by the Registrant, with the remaining 34% 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, 1994,
1993, and 1992 were $11.1 million, $10.1 million, and $8.8 million,
respectively. Registrant anticipates total capital expenditures in
1995 will be approximately 30% to 50% greater than 1994 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. With the exception of the matter discussed below, 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 Registrant,
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 Registrant 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 Registrant 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 Registrant loses its
appeal of this case, there would be a charge to earnings for this
$17,745,000 verdict, plus interest and attorney fees of up to
$11,000,000. On the other hand, there would be no such charges to
earnings for a decision reversing the original verdict or the
appellate court could issue a decision somewhere in between.
Depending on the outcome of this matter, an adverse decision may
have a material effect on results of operations and cash flows in
the periods that the appellate court decision is made and required
payments are made. The Registrant believes that the ultimate
resolution of this contingency, however, will not have a material
effect on its financial condition nor its results of operations or
cash flows for periods subsequent to the appellate court decision
and payments required as a result of such decision. The Registrant
cannot reasonably estimate the ultimate amount of a judgment, if
any, or interest and attorney fees, if any, which may result from
an adverse appellate court decision. Accordingly, the Registrant
has not recorded any accruals for potential losses which may result
from an adverse judgment. In the event of an adverse decision, the
Registrant intends to aggressively pursue a substantial recovery
from its original trial counsel in this matter.
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, 1994.
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 1994 annual report to shareholders is incorporated
herein by reference. As of March 1, 1995, there were 5,403 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, 1994, were free of any
restrictions.
Item 6. Selected Financial Data.
Selected Financial Data contained in the 1994 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 1994 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, 1994, 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 1994 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 19, 1995 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, 1995:
Joseph J. Ross, age 49, 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.
John A. DeLeonardis, age 47, was elected Vice President-Taxes
in January 1992. He first joined the company as Director of Tax in
November 1986.
Henry L. Dykema, age 55, joined the Registrant as Vice President
and Chief Financial Officer in January 1995. He replaced Charles
R. Campbell, Chief Financial Officer since 1985, who retired at the
end of 1994. Mr. Dykema was self-employed from September 1993 to
December 1994 and served as Vice President-Finance and Chief
Financial Officer of Kennametal, Inc. from October 1989 to August
1993.
Robert W. Racic, age 46, was elected Vice President and
Treasurer in April 1984.
Richard L. Ritz, age 41, was elected Vice President and
Controller in January 1991. He was appointed Controller effective
November 1985.
Kim A. Wehrenberg, age 43, was elected Vice President, General
Counsel and Secretary effective October 1986.
These officers hold office until the next annual meeting of the
Board of Directors 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 19, 1995 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 19, 1995 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 19, 1995 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 1994
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, 1994 and
1993
Consolidated Statements of Income -- Years ended
December 31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows -- Years ended
December 31, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
The following consolidated financial statement schedule of
Federal Signal Corporation and Subsidiaries, for the three
years ended December 31, 1994, is filed as a part of this
report in response to Item 14(d):
Schedule II -- Valuation and qualifying accounts
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, filed as Exhibit (4)(a) to
Registrant's Form 10-K for the year ended December
31, 1993, is incorporated herein by reference.
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, 1994.
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.
c. Subsidiaries, Division and Other Designated Profit
Centers Management Incentive Bonus Plan.
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 theyear ended December 31, 1990, is incorporated
herein by reference.
f. Supplemental Savings and Investment Plan, filed as
Exhibit (10)(f) to Registrant's Form 10-K for the
year ended December 31, 1993, is incorporated herein
by reference.
g. Employment Agreement with Joseph J. Ross.
h. Change of Control Agreement with Kim A. Wehrenberg.
i. 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.
j. 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. 1994 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
27. Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed for the three months ended
December 31, 1994.
(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: Joseph J. Ross March 20, 1995
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 20, 1995, by the
following persons on behalf of the Registrant and in the capacities
indicated.
Henry L. Dykema Walter R. Peirson
Vice President and Chief Director
Financial Officer
Richard L. Ritz J. Patrick Lannan, Jr.
Vice President and Controller Director
James A. Lovell, Jr.
Director
Thomas N. McGowen, Jr.
Director
Richard R. Thomas
Director
SCHEDULE II
FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
For the Years Ended December 31, 1994, 1993 and 1992
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, 1994:
Deducted from asset accounts:
Allowance for doubtful accounts
Manufacturing activities $2,215,000 $2,848,000
Financial service activities 976,000 1,174,000
Total $3,191,000 $1,809,000 $ 978,000 $4,022,000
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