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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 31,1995
-------------------------------------
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 (ss.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, 1996.
Common stock, $1.00 par value -- $ 1,041,138,996
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of March 1, 1996.
Common stock, $1.00 par value -- 45,374,264 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Shareholders
to be held on April 17, 1996, are incorporated by reference into Parts
I, II and III.
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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,
rescues, aerial access platforms, street sweeping and vacuum loader vehicles,
parking control equipment, custom on-premise signage, carbide 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, 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 M - Segment
Information contained in the Proxy Statement for the Annual Meeting of
Shareholders to be held on April 17, 1996 are incorporated herein by reference.
Safety Products Group
The Safety Products Group includes the Signal Products Division,
Aplicaciones Tecnologicas VAMA S.L., acquired in May, 1992, Justrite
Manufacturing, acquired in May, 1994, and Federal APD. The Signal Products
Division consists of Emergency Products, Electrical Products, Federal Warning
Systems and Commercial Products.
Safety Products 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.
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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.
In December 1995, the Registrant acquired the principal operating assets
of the Target Tech brand of warning lights for cash. Target Tech, located in
Washington, is the domestic market leader in amber signaling products for
construction and work vehicles.
The backlogs of orders of Safety Products Group products believed to be
firm at December 31, 1995 and 1994 were $15.7 million and $14.0 million,
respectively. Almost all of the backlogs of orders at December 31, 1995 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
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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 1995 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 an
improvement in operating income of 54% in 1995 versus 1994.
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 high-end custom and
custom- quantity signs. The registrant has modified its marketing strategies to
focus on a narrower market segment to which it can provide a more unique set of
services. As a result of this change, the Registrant estimates that it now has
approximately 100 regional and national competitors. Competition for sign
products and services is intense and competitive factors consist largely of
quality, prices, project and program management capabilities, aesthetic and
design considerations, and maintenance services.
Total backlog at December 31, 1995, applicable to sign products and
services was approximately $61.4 million compared to approximately $57.0 million
at December 31, 1994. 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, 1995, the Sign
Group had a backlog of approximately $41.4 million compared to approximately
$39.8 million at December 31, 1994, represented by in-service sign maintenance
contracts. With the exception of the sign maintenance contracts, most of the
backlog orders at December 31, 1995 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, Jamestown Punch and Tooling, Inc., Manchester Tool
Company, Dico Corporation, acquired in 1992, and Bassett Rotary Tool Company.
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
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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.
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.
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 round 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.
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 interna
tional 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, and many
international markets, principally through industrial distributors. Foreign
manufacturing facilities, as well as sales and distribution offices, are located
in Weston, Ontario; Tokyo, Japan; Warwickshire, England; and Frankfurt, Germany.
Order backlogs of the Tool Group as of December 31, 1995 and December 31,
1994 were $7.7 million and $9.5 million, respectively. All of the backlogs of
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orders at December 31, 1995 are expected to be filled within the current fiscal
year.
Vehicle Group
The Vehicle Group is composed of Emergency One, Inc., Bronto Skylift Oy Ab
acquired in August, 1995, 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.
Emergency One, Inc. is a leading manufacturer of 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
and rescue trucks. 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. The company was merged into Emergency One in January 1994.
In August 1995, The Registrant acquired for cash, Bronto Skylift Oy Ab,
located in Tampere, Finland. Bronto is a manufacturer of vehicle-mounted aerial
access platforms for fire rescue and heavy duty industrial markets. The
acquisition offers an excellent fit with Emergency One as both companies expand
their worldwide product offering.
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. complemented Elgin Sweeper Company's product
distribution and provided for increased exposure to the industrial marketplace
for both Elgin and Guzzler.
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Ravo International, a Netherlands-based street sweeper manufacturer, 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.
All of the Vehicle Group companies also sell accessories and replacement
parts for their products. 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. Vacuum loader vehicles produced by
Guzzler are principally sold to 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, 1995, the Vehicle Group backlogs were $166.7 million
compared to $180.5 million at December 31, 1994. The backlogs at December 31,
1995, included approximately $16.9 million of backlog attributable to Bronto
Skylift, which was acquired in August 1995. A substantial majority of the orders
in the backlogs at December 31, 1995 are reasonably expected to be filled within
the current fiscal year. Approximately $6.4 million of the backlogs at December
31, 1995 and $24.0 million of the backlogs at December 31, 1994 represent the
remaining funded portion of a subcontract to build P-23 airport rescue and fire
fighting vehicles for the U.S. Air Force. Production of vehicles under this
subcontract is expected to be completed in 1996.
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 1995, $7.0 million in 1994 and
$5.6 million in 1993.
Note M - Segment Information, presented in the Registrant's Proxy
Statement for the Annual Meeting of Shareholders to be held on April 17, 1996,
contains
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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, parking systems and aerial access
platform 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 6,015
people in ongoing businesses at the close of 1995. The Registrant believes
relations with its employees have been satisfactory.
Item 2. Properties.
As of March 1, 1996, the Registrant utilized twenty-nine principal
manufacturing plants located primarily throughout North America, as well as ten
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. About half of the manufacturing plants are owned, whereas all
the sales and service/warehouse sites are leased.
In total, the Registrant devoted approximately 1,585,000 square feet to
manufacturing and 955,000 square feet to service, warehousing and office space,
as of March 1, 1996. Of the total square footage, approximately 30% is devoted
to the Safety Products Group, 14% to the Sign Group, 11% to the Tool Group and
45% to the Vehicle Group. Approximately 61% of the total square footage is owned
by the Registrant, with the remaining 39% 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, 1995, 1994, and 1993
were $15.7 million, $11.1 million, and $10.1 million, respectively. Registrant
anticipates total capital expenditures in 1996 will be approximately 30% to 50%
greater than 1995 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 December 29, 1995, the company settled a lawsuit with Duravision, Inc.
and Manufacturers Product Research Group of North America, Inc. for
$6.7 million.
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As a result of the settlement, the company recorded a net after-tax charge to
income of $4.2 million, or $.09 per share. The charge, included in other income
and expense, was recorded in the fourth quarter of 1995. The resolution of this
case will have no effect on the company's future operating performance as it
involved a discontinued product line. The company is actively seeking recoveries
from its original trial counsel.
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,
1995.
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. Market price range and dividend per
share data listed in Note N - Selected Quarterly Data (Unaudited) contained in
the Registrant's Proxy Statement for the Annual Meeting of Shareholders to be
held on April 17, 1996 is incorporated herein by reference. As of March 1, 1996,
there were 5,450 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, 1995, were free of any restrictions.
Item 6. Selected Financial Data.
Selected Financial Data contained in the Registrant's Proxy Statement for
the Annual Meeting of Shareholders to be held on April 17, 1996 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," "Financial Services Activities," and "Financial Position and Cash
Flow" contained in the Registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held on April 17, 1996 are 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 Proxy Statement for the Annual Meeting of Shareholders to be held
on April 17, 1996 are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.
None.
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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 17, 1996 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,
1996:
Joseph J. Ross, age 50, 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 48, was elected Vice President-Taxes in January
1992. He first joined the company as Director of Tax in November 1986.
Henry L. Dykema, age 56, joined the Registrant as Vice President and Chief
Financial Officer in January 1995. 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 47, was elected Vice President and Treasurer in April
1984.
Richard L. Ritz, age 42, was elected Vice President and Controller in
January 1991. He was appointed Controller effective November 1985.
Kim A. Wehrenberg, age 44, 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 17, 1996 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 17, 1996 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 17, 1996 is incorporated herein by reference.
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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 Registrant's Proxy
Statement for the Annual Meeting of Shareholders to be held on
April 17, 1996 are filed as a part of this report and are
incorporated by reference in Item 8:
Consolidated Balance Sheets -- December 31, 1995 and 1994
Consolidated Statements of Income -- Years ended December 31,
1995, 1994 and 1993
Consolidated Statements of Cash Flows -- Years ended December
31, 1995, 1994 and 1993
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, 1995, 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, 1995.
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.
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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, 1994, is incorporated herein by
reference.
c. Supplemental Pension Plan.
d. Executive Disability, Survivor and Retirement Plan.
e. 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.
f. Employment Agreement with Joseph J. Ross, filed as
Exhibit (10)(g) to Registrant's Form 10-K for the year
ended December 31, 1994, is incorporated herein by
reference.
g. Change of Control Agreement with Kim A. Wehrenberg,
filed as Exhibit (10)(h) to Registrant's Form 10-K for
the year ended December 31, 1994, is incorporated
herein by reference.
h. 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.
i. 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. 1995 Proxy Statement for the Annual Meeting of Shareholders to
be held April 17, 1996. 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,
1995.
(c) and (d)
The response to this portion of Item 14 is being submitted as a separate
section of this report.
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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.
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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 27, 1996
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 27, 1996, 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
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SCHEDULE II
FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
For the Years Ended December 31, 1995, 1994 and 1993
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, 1995:
Deducted from asset accounts:
Allowance for doubtful accounts
Manufacturing activities $2,848,000 $3,058,000
Financial service activities 1,174,000 1,124,000
---------- ----------
Total $4,022,000 $1,716,000 $ 1,556,000 $4,182,000
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