U.S. Securities and
Exchange Commission
Washington, DC 20549
General Signal Corporation
1995 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
Commission File No. 1-996
General Signal Corporation
Box 10010 High Ridge Park, Stamford, Connecticut 06904
Telephone Number (203) 329-4100
IRS Employer Identification No. 16-0445660
State of Incorporation: New York
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
- --------------------------------------------------------------------------------
Common Stock New York Stock Exchange
par value $1.00
(Par value reduced Pacific Stock Exchange
from $6.67 effective
April 21, 1969)
5.75% Convertible New York Stock Exchange
Subordinated
Debentures due
June 1, 2002
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 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]
The aggregate market value of voting stock held by non-affiliates as of March
15, 1996 was approximately $1.8 billion. As of March 15, 1996, there were 49.6
million shares of General Signal Corporation common stock outstanding.
Documents incorporated by reference Part
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Annual Report to Shareholders for the
Fiscal Year Ended December 31, 1995 I, II, IV
Proxy Statement for 1996 Annual Meeting III
Table of Contents
Item Page
1 Business ..................................................... 1
2 Properties ................................................... 4
3 Legal Proceedings ............................................ 4
4 Submission of Matters to a
Vote of Security Holders ..................................... 4
5 Market for the Registrant's Common
Stock and Related Shareholder Matters ........................ 4
6 Selected Financial Data ...................................... 4
7 Management's Discussion and
Analysis of Financial Condition
and Results of Operations .................................... 4
8 Financial Statements and
Supplementary Data ........................................... 4
9 Changes in and Disagreements
with Accountants on Accounting
and Financial Disclosure ..................................... 4
10 Directors and Executive Officers ............................. 4
11 Executive Compensation ....................................... 4
12 Security Ownership of Certain
Beneficial Owners and Management ............................. 4
13 Certain Relationships and
Related Transactions ......................................... 4
14 Exhibits, Financial Statements,
Schedules and Reports on Form 8-K ............................ 5
Note: Some of the information required in this Form 10-K report ("10-K") was
presented in the General Signal Corporation 1995 Annual Report to Shareholders
("Shareholders' Report") and is incorporated herein by reference. A complete
copy of the Shareholders' Report is bound on the outside of this 10-K to
facilitate reference. Except for those sections specifically referred to as
being incorporated herein by reference, the Shareholders' Report shall not be
deemed to be "filed" as part of this 10-K. The registrant is also referred to as
"the company."
Part I
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Item 1. Business
General Developments General Signal Corporation, incorporated in New York in
1904, is a manufacturer of equipment for the Process Controls, Electrical
Controls and Industrial Technology industries. The company's key Process
industry products include pumps, mixers, and valves for municipal water supply
and wastewater treatment, pulp, paper, food, pharmaceutical and chemical
manufacturing and ultra low-temperature freezers for life science research. In
the Electrical industry, key products include uninterruptible power supply and
conditioning equipment, power transformers, and fire detection systems. Products
serving the Industrial Technology industry include auto and bicycle components,
data networking equipment, and fare collection and vending equipment.
In November 1994, the company adopted a plan to sell Leeds & Northrup, formerly
a part of the Process Controls business sector, and Dynapower/Stratopower,
formerly a part of the Industrial Technology business sector. In 1995, the
Company sold the majority of these businesses. The remainder are expected to be
sold or shut down in 1996.
During the last five years, the company invested approximately $440 million in
cash and 4.4 million shares of common stock to acquire 20 businesses and/or
product lines. The notes to the financial statements on pages 32 and 33 of the
Shareholders' Report provide additional information for significant acquisitions
during the last three years and are incorporated herein by reference.
Financial Information about Business Segments Selected business segment
information for the last five fiscal years is summarized on page 35 of the
Shareholders' Report and is incorporated herein by reference. There were no
classes of similar products or services that exceeded 10 percent of consolidat
ed sales.
A summary of information by geographic area for the last five fiscal years is
included on page 36 of the Shareholders' Report and is incorporated herein by
reference.
Narrative Description of Business
Major Markets and Products and Method of Distribution A description of the
registrant's business is included on pages 6 and 7 of the Shareholders' Report
and is incorporated herein by reference. The company's products are sold by its
own sales organization and through distributors and manufacturers'
representatives.
Materials and Supplies The company manufactures many of the components used in
its products, but it also purchases a variety of basic materials and component
parts. Although some basic materials and components have been and may be in
short supply from time to time, the company believes that generally it will be
able to obtain adequate supplies of major items or reasonable substitutes.
Patents The company holds many patents and has continued to secure other patents
that cover many of its products. While patents are important in the aggregate to
the company's competitive position, the loss of any single patent, patent
application or patent license agreement, or group thereof, would not materially
affect the conduct of its business as a whole. The company is both a licensor
and licensee of patents.
Working Capital A discussion of working capital is included on pages 19 and 20
of the Shareholders' Report and is incorporated herein by reference.
Backlog The amount of unfilled orders was approximately $435.8 million as of
December 31, 1995 and $307.2 million as of December 31, 1994 (excluding unfilled
orders of businesses sold or discontinued). All unfilled orders are expected to
be filled within the next succeeding year.
Competition Although the businesses of the company are highly competitive, the
competitive position cannot be determined accurately in the aggregate or by
segment since none of its competitors offers all of the same product lines or
serves all of the same markets, nor are reliable comparative figures available
for its competitors. In most product groups, competition comes from numerous
concerns, both large and small. The principal methods of competition are price,
service, product performance and technical innovation. These methods vary with
the type of product sold. The company believes that it can compete effectively
on the basis of each of these factors as they apply to the various products
offered.
Research and Development Research and development information for the last three
years is included on page 36 of the Shareholders' Report and is incorporated
herein by reference.
Environmental Matters The company is involved in various stages of investigation
and remediation relative to environmental protection matters, arising from its
own initiative, from indemnification of purchasers of divested operations, or
from legal or administrative proceedings, some of which involve waste disposal
sites. The company has a comprehensive environmental compliance program which
includes environmental audits conducted by internal and outside independent
environmental professionals and regular communications with the company's
operating units regarding environmental compliance requirements and anticipated
regulations.
Pursuant to the Federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ("CERCLA"), the company has been notified that it has been
named as a potentially responsible party ("PRP") at 34 CERCLA sites which are
listed on the National Priorities List ("NPL") maintained by the U.S.
Environmental Protection Agency ("EPA"). The law governing CERCLA sites provides
that PRPs may be jointly and severally liable for the total costs of
investigation and remediation. Based on information available to the company, at
five of these sites (Byron Barrell in Byron, NY; Iron Horse Park in Billerica,
MA; M.T. Richards in Crossville, IL; Doepke-Holliday in Holliday, KS; and North
Penn Water Authority in Montgomery Co., PA), the company believes that its
aggregate probable remaining liability will not exceed $3.0 million. At five
sites (Berks Associates in Douglasville, PA;
1
Commercial Oil Services in Oregon, OH; West KL in Kalamazoo, MI; Spectron in
Elkton, MD; and Stringfellow in Riverside, CA) the company is of the opinion,
based on information currently available, that it contributed less than one
percent of the total volume, weight or other allocation criteria at each site
and the company believes its aggregate probable remaining liability for these
sites will not exceed $350,000. At 16 of the remaining 24 CERCLA NPL sites, the
company has resolved its liability by entering into de minimis settlements or
buy-out agreements with either the EPA or PRP groups and paying its
proportionate share of costs of site investigation and remediation (at an
aggregate cost to the company of less than $600,000). The company believes,
based on information currently available, that it has no liability at seven
CERCLA NPL sites since the company's investigation has not revealed either a
record of its having transported or arranged for disposal of hazardous
substances to such sites or verifiable evidence of its responsibility for the
release or threatened release of hazardous substances at these sites, but the
company believes that it could incur future costs (including legal expenses)
related to the foregoing which would not exceed approximately $100,000 in the
aggregate. Finally, the company received a contractual indemnification claim
with respect to a CERCLA NPL site (Cork Street, Kalamazoo Co., MI). No
information regarding the company's involvement at such site is currently
available.
The company has also received requests for information from the EPA at nine NPL
sites for which the company believes, based on its investigation of such
matters, that its potential aggregate remaining liability will not exceed
$200,000.
The company recently received a notification of potential liability from the EPA
under the Toxic Substances Control Act of 1976 with respect to a multi-party
site, which is not a CERCLA site, based on the company's alleged generation of
toxic substances present at the site. The company's liability, based on
currently available information, is estimated to be approximately $100,000. At
six sites which are not CERCLA NPL sites, the company has been cited by the EPA
with respect to removal actions. The company has entered into settlements and
paid its proportionate share of costs at five of these sites, and the company
believes that its probable remaining liability at the sixth site is less than
$50,000.
The company has received notices of potential liability from various state
environmental authorities pursuant to state environmental laws regarding ten
multi-party sites based on the company's alleged generation of hazardous
materials present at those sites. The company's liability has been resolved and
satisfied at two sites and, based on the company's investigation, the company
believes that its aggregate probable remaining liability at the eight other
sites will not exceed $2.5 million. Although the company has received requests
for information from state environmental authorities at two additional sites,
the company's investigation has revealed no record of its having disposed of
hazardous substances at, or arranged for transportation of hazardous substances
to, such sites.
The company is engaged in site investigation and/or remediation at the following
sites presently or formerly owned by the company:
New York Air Brake Landfill/Kelsey Creek Site In February 1990, the company
entered into a consent order with the New York State Department of Environmental
Conservation ("NYSDEC") to conduct an investigation and remediation at the
company's discontinued New York Air Brake facility in Watertown, New York. On
March 30, 1994, NYSDEC issued a Record of Decision ("ROD") with respect to site
remediation. The remedial action will consist of consolidation of contamination
in the existing industrial landfill, capping the landfill, collecting
contaminated groundwater downgradient of the landfill, and the removal of
certain sediments in Kelsey Creek and a tributary creek. The future cost
estimated by the company for site remediation is approximately $11 million. The
company has filed litigation against the City of Watertown to challenge an
increase in sewer discharge fees for leachate at the landfill and believes that
it will ultimately prevail in such litigation.
Hevi-Duty Facility In August 1990, the EPA placed this manufacturing facility of
the company, located in Goldsboro, North Carolina, on the NPL; subsequently, the
company challenged the listing and the EPA delisted the facility in June 1993.
Following the delisting, the company investigated site contamination at this
facility and conducted limited initial remediation. The company is participating
in a voluntary clean-up program of the state of North Carolina and has entered
into an Administrative Order on Consent with the North Carolina Department of
Environmental Health and Natural Resources. The company currently believes that
the probable aggregate remaining liability for clean-up of this site will be
approximately $3 million.
2
Fairbanks Morse Facility On December 2, 1994, the company acquired Fairbanks
Morse, Inc. Based on the company's pre-acquisition environmental assessment and
site testing performed at the Fairbanks Morse facility located in Kansas City,
Kansas, the company determined that there is soil and groundwater contamination
at the site. The company has entered into an Interim Agreement with the Kansas
Department of Environment and Health with respect to additional site
investigation. The company believes that up to $5 million could be required to
investigate and remediate contaminated soil and groundwater at the site. The
company is accounting for the foregoing, and for any liability of Fairbanks
Morse at the Doepke-Holliday and Stringfellow sites discussed above, under
purchase accounting.
The company has reported site contamination to environmental authorities with
respect to eight sites which the company formerly owned or operated. The company
is undertaking site investigations and remediations at seven of those sites and
site investigations at one site. The company believes that the probable
aggregate remaining liability for investigation and remediation will not exceed
approximately $1.4 million. At one present manufacturing facility and two former
manufacturing facilities, the company is performing voluntary site investigation
and remediation at a remaining cost not estimated to exceed approximately
$600,000, based on information currently available.
It is the company's policy not to offset expected insurance recoveries against
expected obligations when determining the amount of environmental accruals.
The potential costs related to the matters described above and the possible
impact on future operations are uncertain due in part to the complexity of
government laws and regulations and their interpretations, the varying costs and
effectiveness of clean-up technologies, the uncertain level of insurance or
other types of recovery, and the questionable level of the company's
responsibility. In management's opinion, after considering reserves established
for such purposes, remedial actions for compliance with the present laws and
regulations governing the protection of the environment are not expected to have
a material adverse impact on the company's results of operations or financial
position.
Employees At December 31, 1995, the company had approximately 12,900 employees,
excluding employees of businesses held for sale. Approximately 2,600 employees
are represented by 33 different collective bargaining units. The company has
generally experienced satisfactory labor relations at its various locations.
Executive Officers of the Registrant
Name, Position, Age at December 31 and Other Information Age
- --------------------------------------------------------------------------------
Michael D. Lockhart...................................................... 46
Chairman and Chief Executive Officer since October 19, 1995. Previously
President and Chief Operating Officer since October 3, 1994. Prior to joining
the company, Vice President and General Manager of General Electric's Commercial
Engines and Services division, along with several other key executive positions
at GE. Prior to joining GE, served as vice president and director, The Boston
Consulting Group.
Terence D. Martin........................................................ 52
Executive Vice President and Chief Financial Officer since February 2, 1995.
Previously, Chief Financial Officer of American Cyanamid Company since 1991
and Treasurer since 1988.
Elizabeth D. Conklyn..................................................... 48
Senior Vice President Human Resources since December 14, 1995. Previously,
Senior Vice President, Human Resources and Organization for Mobile
Telecommunications Technologies since 1994. Served in various human resource
management positions with IBM from 1977 to 1994.
William W. Clark......................................................... 54
Vice President - Sourcing since June 15, 1995. Previously, Vice President -
Operations of Tau-tron unit since 1992. Served in various management
positions with Eastman Kodak Company from 1968 to 1992.
Nino J. Fernandez........................................................ 54
Vice President - Investor Relations since May 1, 1987. Previously, Director
of Communications since 1974.
Terry J. Mortimer........................................................ 50
Vice President and Controller since May 25, 1990. Previously Director Finance
and Chief Accountant for Apple Computer since June, 1988. Previously with Becton
Dickinson and Company from January, 1981 to June, 1988, most recently as Medical
Sector Controller.
Edgar J. Smith, Jr....................................................... 61
Vice President, General Counsel, and Secretary since April 19, 1984, and Vice
President and General Counsel since January 1, 1980. Previously, Assistant
General Counsel since 1967.
Thomas E. Taylor......................................................... 49
Vice President - Taxes since September 1, 1993. Previously with Elf
Aquitaine, Inc. as Vice President - Taxes since 1985.
Julian B. Twombly........................................................ 49
Vice President and Treasurer since December 17, 1991. Prior to joining the
company, associated with United Dominion Industries, Ltd. since 1974, most
recently as Senior Vice President and Treasurer.
3
The executive officers are elected annually by the Board of Directors.
There are no family relationships between any of the directors or executive
officers of the company.
Item 2. Properties
The Process Controls sector's operations consist of 27 manufacturing facilities
in 11 states and eight foreign countries, containing approximately 2.9 million
square feet, of which 91 percent is owned and nine percent is leased. The
Electrical Controls sector's operations consist of 39 manufacturing facilities
in 14 states and seven foreign countries, containing approximately 3.4 million
square feet, of which approximately 72 percent is owned and 28 percent is
leased. The Industrial Technology sector's operations consist of 11
manufacturing facilities in four states, containing approximately 0.9 million
square feet, of which approximately 88 percent is owned and 12 percent is
leased.
In addition to manufacturing plants, the company as lessee occupies executive
offices in Stamford, Connecticut, and various sales and service locations
throughout the world. All of these properties, as well as the related machinery
and equipment, are considered to be well maintained, suitable and adequate for
their intended purposes. Assets subject to lien are not significant.
As a result of business divestitures and restructuring activities, the company
holds 1.7 million square feet of idle facilities and facilities related to
discontinued operations for sale or sublease.
Item 3. Legal Proceedings
The company and certain of its subsidiaries are defendants in legal proceedings
incidental to its business. Although the ultimate disposition of these
proceedings is not presently determinable, management does not expect the
outcome to have a material adverse impact on the company's financial position.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Part II
- -------
Item 5. Market for Registrant's Common Stock and Related Shareholder Matters
The company's common stock is listed on the New York and Pacific stock exchanges
under the symbol "GSX". Information as to quarterly prices for the last two
years, and dividends paid is included on pages 24 and 37 of the Shareholders'
Report and is incorporated herein by reference. There were approximately 14,400
holders of record of the company's common stock on March 15, 1996.
Item 6. Selected Financial Data
Selected financial data of the company for the last five fiscal years are
incorporated herein by reference to pages 38 and 39 of the Shareholders' Report.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appears on pages 17 through 20 of the Shareholders' Report and is
incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The financial statements and related notes are incorporated herein by reference
to pages 22 through 37 of the Shareholders' Report. Quarterly financial
information is incorporated herein by reference to page 37 of the Shareholders'
Report. The Report of Independent Auditors, dated January 25, 1996, except for
the capital stock note to the financial statements, as to which the date is
February 1, 1996, is incorporated herein by reference to page 21 of the
Shareholders' Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Part III
- --------
Item 10. Directors and Executive Officers
This information is incorporated herein by reference to pages 5 through 10 of
the Proxy Statement for the 1996 annual meeting of shareholders. Also see page 3
of this 10-K as to information related to executive officers.
Item 11. Executive Compensation
This information is incorporated by reference to pages 11 through 20 of the
Proxy Statement for the 1996 annual meeting of shareholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management
This information is incorporated by reference to pages 2 through 4 of the Proxy
Statement for the 1996 annual meeting of shareholders.
Item 13. Certain Relationships and Related Transactions
Not applicable.
4
Part IV
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Item 14. Exhibits, Financial Statements, Schedules, and Reports on Form 8-K
(a) (1) Financial Statements and Other Financial Data.
The financial statements of the company and consolidated subsidiaries
are incorporated herein by reference to pages 22 through 37 of the
Shareholders' Report. The Independ-ent Auditors' Report of Ernst & Young
LLP, dated January 25, 1996, except for the capital stock note to the
financial statements, as to which the date is February 1, 1996, is
incorporated herein by reference to page 21 of the Shareholders' Report.
Page
(2) Schedule II Valuation and Qualifying Accounts...................... 8
All other schedules are omitted as the required information is not
applicable or the information is presented in the financial statements
or related notes.
(3) Exhibits.
3.1 Restated Certificate of Incorporation of General Signal Corporation,
as amended through April 21, 1994 incorporated herein by reference
to Exhibit 3.1 of the registrant's 1994 10-K filed March 21, 1995.
3.2 By-laws of General Signal Corporation, as amended through February
1, 1996.
4.1 Copies of the instruments with respect to the company's long-term
debt are available to the Securities and Exchange Commission upon
request.
4.2 Copies of the Credit Agreements among General Signal Corporation and
Various Commercial Banking Institutions, through June 1, 1995, as
described in the Notes to Financial Statements incorporated herein
by reference in (a)(1) above, are available to the Securities and
Exchange Commission upon request.
10.1 Description of General Signal Corporation Incentive Compensation
Plan is incorporated herein by reference to Exhibit 10.1 of the
registrant's 1991 Form 10-K filed March 25, 1992.
10.2 Retirement Plan for Directors of General Signal Corporation is
incorporated herein by reference to Exhibit 10.7 of the registrant's
1988 Form 10-K filed March 17, 1989.
10.3 General Signal Corporation Change in Control Severance Pay Plan, as
amended, is incorporated herein by reference to Exhibit 10.8 of the
registrant's 1989 Form 10-K filed March 16, 1990.
10.4 General Signal Corporation Deferred Compensation Plan, dated
October 14, 1993, is incorporated herein by reference to Exhibit
10.4 of the registrant's 1993 Form 10-K filed March 21, 1994.
10.5 General Signal Corporation Benefit Equalization Plan as amended and
restated October 14, 1993, is incorporated herein by reference to
Exhibit 10.5 of the registrant's 1993 Form 10-K filed March 21,
1994.
10.6 General Signal Corporation 1992 Stock Incentive Plan as amended and
restated July 7, 1993, is incorporated herein by reference to
Exhibit 10.6 of the registrant's 1993 Form 10-K filed March 21,
1994.
10.7 General Signal Corporation 1989 Stock Option and Incentive Plan as
amended July 7, 1993, is incorporated herein by reference to Exhibit
10.7 of the registrant's 1993 Form 10-K filed March 21, 1994.
10.8 General Signal Corporation 1985 Stock Option Plan as amended and
restated July 7, 1993, is incorporated herein by reference to
Exhibit 10.8 of the registrant's 1993 Form 10-K filed March 21,
1994.
10.9 General Signal Corporation 1981 Stock Option Plan as amended and
restated July 7, 1993, is incorporated herein by reference to
Exhibit 10.9 of the registrant's 1993 Form 10-K filed March 21,
1994.
10.10 Employment agreement between Michael D. Lockhart and the
registrant dated October 3, 1994 is incorporated herein by reference
to exhibit 10.12 of the registrant's 1994 Form 10-K filed March 21,
1995.
10.11 Employment agreement between Terence D. Martin and the registrant
dated February 2, 1995 is incorporated herein by reference to
exhibit 10.13 of the registrant's 1994 Form 10-K filed March 21,
1995.
10.12 Severance agreement between Edmund M. Carpenter and the registrant
dated October 19, 1995.
10.13 Severance agreement between Joel S. Friedman and the registrant
dated December 21, 1995.
5
10.14 Severance agreement between George Falconer and the registrant
dated November 7, 1995.
10.15 Shareholder Rights Plan dated February 1, 1996.
11.0 Computation of Earnings per Share. See page 9 of this report.
12.0 Calculation of Ratios of Earnings to Fixed Charges. See page 10 of
this report.
13.0 1995 Annual Report to Shareholders. Except for those portions
specifically incorporated herein by reference, the company's 1995
Annual Report to Shareholders is furnished for the information of
the Commission and is not deemed to be "filed." Pages 17 through 39,
including the Independent Auditors' Report on page 21, are
specifically incorporated herein by reference.
21.0 Subsidiaries. See pages 10 through 12 of this report.
23.0 Consent of Ernst & Young LLP. See page 13.
27 Financial Data Schedule (EDGAR version only)
(b) Reports on Form 8-K
A report on Form 8-K was filed on November 2, 1995, reporting the
resignation of Edmund M. Carpenter as chairman, chief executive officer and
director of the registrant.
6
Signatures
Pursuant to the requirements of Section 13 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.
General Signal Corporation
/s/ Michael D. Lockhart
- ------------------------------
(Michael D.Lockhart, Chairman) March 21, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
/s/ Michael D. Lockhart
- ------------------------------
(Michael D. Lockhart) March 21, 1996
Chairman and Director (Principal Executive Officer)
/s/ Terence D. Martin
- ------------------------------
(Terence D. Martin) March 21, 1996
Executive Vice President and Chief Financial Officer
/s/ Terry J. Mortimer
- ------------------------------
(Terry J. Mortimer) March 21, 1996
Vice President and Controller (Chief Accounting Officer)
/s/ Ralph E. Bailey
- ------------------------------
(Ralph E. Bailey) March 21, 1996
Director
/s/ Van C. Campbell
- ------------------------------
(Van C. Campbell) March 21, 1996
Director
/s/ Ursula F. Fairbairn
- ------------------------------
(Ursula F. Fairbairn) March 21, 1996
Director
/s/ Ronald E. Ferguson
- ------------------------------
(Ronald E. Ferguson) March 21, 1996
Director
/s/ John P. Horgan
- ------------------------------
(John P. Horgan) March 21, 1996
Director
/s/ Roland W. Schmitt
- ------------------------------
(Roland W. Schmitt) March 21, 1996
Director
/s/ John R. Selby
- ------------------------------
(John R. Selby) March 21, 1996
Director
7
Schedule II Valuation and Qualifying Accounts
- ----------------------------------------------------------------------------
General Signal Corporation and Consolidated Subsidiaries
Years Ended December 31, 1995, 1994 and 1993 (In millions)
Additions
charged
Balance at (credited) Balance at
beginning to cost and end of
of period expense Deductions period
- ---------------------------------------------------------------------------------------------
1995
Reserves deducted from assets:
Allowance for doubtful accounts ..... $ 10.7(7) $ 4.9 $ (5.0)(1) $ 10.6
Assets held for sale ................ $ 8.6 59.5 (0.2)(2) $ 67.9
Dispositions and special items:
Consolidation of operations and other $ 15.9 40.4 (31.6)(1) 24.7
Acquisition related ................. 0.6 5.6 (2.1)(4) 4.1
Semiconductor ....................... 18.1 -- (14.9)(4) 3.2
Restructuring ....................... 2.5 -- (1.8)(4) 0.7
- ---------------------------------------------------------------------------------------------
$ 37.1 $ 46.0 $ (50.4) $ 32.7
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1994
Reserves deducted from assets:
Allowance for doubtful accounts ..... $ 10.5 $ 4.5 $ (4.9)(1) $ 10.1
- ---------------------------------------------------------------------------------------------
Assets held for sale ................ $ 14.4 $ 8.6 $ (14.4)(3) $ 8.6
- ---------------------------------------------------------------------------------------------
Dispositions and special items:
Consolidation of operations and other $ -- $ 19.3 $ (3.4)(4) $ 15.9
Acquisition related ................. 8.8 (1.5) (6.7)(4) 0.6
Semiconductor ....................... 13.3 (0.6) 5.4(4),(5) 18.1
Restructuring ....................... 13.0 (3.5) (7.0)(4) 2.5
- ---------------------------------------------------------------------------------------------
$ 35.1 $ 13.7 $ (11.7) $ 37.1
- ---------------------------------------------------------------------------------------------
1993
Reserves deducted from assets:
Allowance for doubtful accounts ..... $ 8.9 $ 4.6 $ (3.0)(1) $ 10.5
- ---------------------------------------------------------------------------------------------
Assets held for sale ................ $ 18.6 $ -- $ (4.2)(3) $ 14.4
- ---------------------------------------------------------------------------------------------
Dispositions and special items:
Acquisition related ................. $ -- $ 13.2 $ (4.4)(4) $ 8.8
Semiconductor ....................... 57.3 (53.2) 9.2(4),(6) 13.3
Restructuring ....................... -- 30.5 (17.5)(4) 13.0
- ---------------------------------------------------------------------------------------------
$ 57.3 $ (9.5) $ (12.7) $ 35.1
- ---------------------------------------------------------------------------------------------
<FN>
(1) Write-off of bad debts, net of recoveries. Includes reclassifications in
1994 of discontinued operations to assets held for sale.
(2) Reflects reclassification to accruals.
(3) Charges to reserve related to businesses divested during 1993 and 1994.
(4) Charges to reserve for related costs incurred during the year.
(5) Includes reclassification of $8.4 credit balance of GS Japan's
cumulative translation adjustment as of December 31, 1994.
(6) Includes $47.6 of excess proceeds on disposal of businesses divested
during 1993.
(7) Includes $0.6 of reserves recorded by Data Switch which were
consolidated effective January 1, 1995.
8