Securities and Exchange Commission
Washington, D.C. 20549
------------------------------------
Form 11-K
[x] Annual Report Pursuant to Section 15 (d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 1999
OR
[ ] Transition Report Pursuant to Section 15 (d) of the Securities Exchange
Act of 1934
Commission file number 1-6003
Federal Signal Corporation 401(K) Retirement Plan (Full
title of plans and address of plans if different from that of the issuer
named below)
Federal Signal Corporation
1415 West 22nd Street, Suite 1100
Oak Brook, Illinois 60523
--------------------------------
(Name of issuer of the securities held pursuant to the
plans and the address of its principal executive office)
Required Information
--------------------
Item 4
In lieu of the financial statements required by Items 1-3, the Plan is
submitting financial statements prepared in accordance with the financial
reporting requirements of ERISA for the years ended December 31, 1999 and
December 31, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan Administrative Committee has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: June 28,2000 FEDERAL SIGNAL CORPORATION
401(K) RETIREMENT PLAN
By: /s/ Joseph J. Ross
---------------------
Joseph J. Ross
Plan Administrative Committee
By: /s/ Kim A. Wehrenberg
---------------------
Kim A Wehrenberg
Plan Administrative Committee
By: /s/ Paul J. Wittig
---------------------
Paul J. Wittig
Plan Administrative Committee
FEDERAL SIGNAL CORPORATION
401(K) RETIREMENT PLAN
FINANCIAL STATEMENTS
DECEMBER 30, 1999 AND 1998
CONTENTS
Page
Independent Auditor's Report 1
Statement of Net Assets Available for Benefits,
December 30, 1999 and 1998 2
Statement of Changes in Net Assets Available for Benefits,
Years Ended December 30, 1999 and 1998 3
Notes to Financial Statements, December 30, 1999 and 1998 4
Schedules:
1 - Line 27a - Schedule of Assets Held for Investment Purposes,
December 30, 1999 9
2 - Line 27d - Schedule of Reportable Transactions,
Year Ended December 30, 1999 10
INDEPENDENT AUDITOR'S REPORT
Plan Administrator
Federal Signal Corporation
401(k) Retirement Plan
We have audited the accompanying statement of net assets available for benefits
of Federal Signal Corporation 401(k) Retirement Plan as of December 30, 1999 and
1998, and the related statement of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 30, 1999 and 1998, and the changes in net assets available for benefits
for the years then ended, in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes at year end and reportable transactions
are presented for the purposes of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedules have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
PHILIP ROOTBERG & COMPANY, LLP
Chicago, Illinois
May 26, 2000
FEDERAL SIGNAL CORPORATION
401(K) RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
- ---------------------------------------------------------------------------
December 30, 1999 1998
- ---------------------------------------------------------------------------
Assets
Contributions receivable from:
Federal Signal Corporation $ 3,213,583 $ 3,319,716
Participants 964,986 863,542
Dividends and interest receivable 193,154 382,904
Investments at fair value:
Vanguard Wellington Fund 12,887,350 11,723,077
Vanguard Explorer Fund 5,267,069 3,358,123
Vanguard Index 500 Portfolio 48,897,510 41,456,256
Vanguard Primecap Fund 36,342,904 22,922,159
Vanguard Retirement Savings Trust 39,995,663 37,375,188
Federal Signal Corporation common stock 21,727,190 32,570,471
Vanguard International Growth Fund 600,161 -
Vanguard Total Bond Market Index Fund 614,946 -
Participant Loan Fund 4,959,863 4,366,085
----------- -----------
Net Assets Available for Benefits $175,664,379 $158,337,521
=========== ===========
See accompanying notes to financial statements
FEDERAL SIGNAL CORPORATION
401(K) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
- ----------------------------------------------------------------------------
Years Ended December 30, 1999 1998
- ----------------------------------------------------------------------------
Additions
Contributions from employer $ 4,335,611 $ 4,362,026
Contributions from participants 11,605,221 10,500,473
Transfer of assets from plans mergers 791,822 4,706,161
Interest and dividends 8,644,114 5,938,040
Net realized and unrealized gains (losses)
in fair value of investments:
Mutual funds 15,521,044 11,966,957
Common stock (12,724,077) 5,754,339
---------- ----------
28,173,735 43,227,996
---------- ----------
Deductions
Withdrawals by participants (10,831,325) (7,510,536)
Other (15,552) (9,553)
----------- ----------
(10,846,877) (7,520,089)
----------- ----------
Net Additions 17,326,858 35,707,907
Net Assets Available for Benefits -
Beginning of Year 158,337,521 122,629,614
----------- -----------
Net Assets Available for Benefits -
End of Year $175,664,379 $158,337,521
=========== ===========
See accompanying notes to financial statements
FEDERAL SIGNAL CORPORATION
401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
December 30, 1999 and 1998
- -------------------------------------------------------------------------------
1 - Significant Accounting Policies
Basis of Accounting - The accompanying financial statements are prepared on
the accrual basis of accounting.
Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires the plan administrator to
make estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results may differ from those estimates.
Valuation of Investments - Shares of registered investment companies are
valued at quoted market prices which represent the net asset value of shares
held by the Federal Signal Corporation 401(k) Retirement Plan ("Plan").
Values for Federal Signal Corporation ("Company") common stock are based on
the December 30, 1999 and 1998, closing prices.
Accounting Method - Security transactions are accounted for on the date
securities are purchased or sold (trade date). Dividend income is recorded on
the ex-dividend date. Interest income is recognized when earned. Net realized
and unrealized appreciation is recorded in the accompanying financial
statements as net appreciaton in fair value of investments. Contributions are
recognized based on payroll dates and accrued if applicable.
Fees - Investment advisory fees for portfolio management of Vanguard Funds
are paid directly from fund earnings and will not reduce assets of the Plan.
Purchase fees, if applicable, are paid by the participants investing in those
funds which are subject to such fees.
Reclassifications - Certain amounts in the prior year financial statements
have been reclassified to conform with current year presentation.
2 - Description of Plan
The following description of the Plan provides only general information.
Participants should refer to the plan agreement for a more complete
description of the Plan's provisions.
General - The Plan is a defined contribution plan covering a majority of the
Company's employees who have three months of service. It is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
On April 1, 1994, the plan sponsor adopted the Vanguard Prototype 401(k)
Savings Plan. The Plan is sponsored by the Company.
Contributions - Each year, participants may contribute up to 15% of pretax
annual compensation, as defined in the Plan, and after-tax contributions of
up to 6% of compensation, limited to a maximum employer and employee
contribution of 23% as defined in the Plan. Participants may also transfer
amounts representing distributions from other qualified defined benefit or
contribution plans. Company contributions are based on a percentage of
employee contributions or as a discretionary amount based on eligible
employee compensation and/or participant eligible months in the Plan.
Participant Accounts - Each participant's account is credited with the
participant's contribution and allocations of (a) the Company's contribution
and (b) plan earnings and is charged with an allocation of investment
management fees and , for terminated employees, administrative expenses.
Allocations are based on participant earnings or account balances, as
defined. Forfeited balances of terminated participants' nonvested accounts
are used to reduce future Company contributions depending on the division.
The benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
Vesting - Participants are immediately vested in their contributions plus
actual earnings thereon. Vesting in the Company's matching and discretionary
contribution portion of their accounts plus actual earnings thereon is based
on years of continuous service. A participant is 100% vested after three
years of credited service.
Investment Options - Upon enrollment in the Plan, a participant may direct
employee contributions in 5% increments in a variety of investment choices at
Vanguard Fiduciary Trust Company ("Vanguard") including Federal Signal common
stock. Participants may change their investment by calling Vanguard.
Participant Notes Receivable - Participants may borrow from their own
contributions a minimum of $1,000 up to a maximum equal to the lesser of
$50,000 or 50% of their account balance. Loan transactions are treated as a
transfer to (from) the investment fund from (to) the participant loan fund.
Loans are required to be repaid within five years, with the exception that a
loan which is used to acquire a principal residence may be repaid within ten
years. The loans are secured by the balance in the participant's account and
bear interest at a rate of prime plus one percent. Principal and interest are
paid rateably through payroll deductions.
Payment of Benefits - Participants are eligible to receive the vested portion
of their plan account upon retirement , termination of employment, or total
and permanent disability. Payment will generally be made in lump sum.
Forfeited Accounts - At December 30, 1999 and 1998, forfeited nonvested
accounts totaled $40,385 and $36,737, respectively. These accounts are used
to reduce future employer contributions. Also, in 1999 and 1998, employer
contributions were reduced by $36,737 and $32,794, respectively, from
forfeited nonvested accounts.
3 - Non-participant Directed Investments
In accordance with the adoption of Statement of Position 99-3, Accounting For
and Reporting of Certain Defined Contribution Plan Investments and Other
Disclosure Matters, the following information about net assets and the
significant components of changes in net assets available for benefits
relating to non-participant directed investments is being disclosed.
December 30,
----------------------------
1999 1998
---------- ----------
Net Assets:
Contribution receivable from
Federal Signal Corporation $1,715,900 $ 1,690,774
Dividends receivable - 120,681
Federal Signal Corporation
Common stock 6,033,856 18,894,909
--------- ----------
$7,749,756 $20,706,364
========= ==========
Changes in Net Assets: Years Ended December 30,
----------------------------
1999 1998
---------- ----------
Contributions from employer $ 2,357,174 $2,342,420
Interest and dividends 357,436 492,751
Net realized and unrealized
gains (losses) (6,462,393) 3,221,989
Withdrawals by participants (1,095,656) (1,054,081)
Reclassified to participant
directed investments (8,113,169) (301,356)
---------- ---------
Net Additions (Deductions) $(12,956,608) $4,701,723
=========== =========
4 - Related Party Transactions
Substantially all assets of the Plan are held in trust by the Vanguard Group
trustee for the Plan. Administrative and trustee fees in the amount of
$93,248 and $88,275, respectively, were paid during the years ended December
30, 1999 or 1998, from the Company and Plan assets.
The Plan has no reportable transactions with nonexempt parties-in-interest as
defined by the Department of Labor for the years ended December 30, 1999 or
1998.
5 - Mergers
Effective February 27, 1998, the Technical Tooling, Inc. Retirement Savings
Plan was merged into the Plan. The transferred net assets have been
recognized in the accounts of the Plan as of February 27, 1998, as previously
carried in the accounts of the Technical Tooling, Inc. Retirement Savings
Plan. The changes in net assets of the combined plans are included in the
accompanying statement of changes in net assets available for benefits from
February 27, 1998, and are included in the net assets available for benefits
as of December 30, 1998. The fair value of transferred investments was
$1,976,645 at February 27, 1998.
Effective September 30, 1998, the Saulsbury Fire Equipment Corp. Retirement
Plan and Trust was merged into the Plan. The transferred net assets have been
recognized in the accounts of the Plans as of September 30, 1998, as
previously carried in the accounts of the Saulsbury Fire Equipment Corp.
Retirement Plan and Trust. The changes in net assets of the combined plans
are included in the accompanying statement of changes in net assets available
for benefits from September 30, 1998, and are included in the net assets
available for benefits as of December 30, 1998. The fair value of transferred
investments was $2,729,516 at September 30, 1998.
Effective December 31, 1998, the Jetstream of Houston, Inc. Profit Sharing
Plan and Trust was merge into the Plan. The transferred net assets have been
recognized in the accounts of the Plan as of December 31, 1998, as previously
carried in the accounts of the Jetstream of Houston, Inc. Profit Sharing Plan
and Trust. The changes in net assets of the combined plans are included in
the accompanying statement of changes in net assets available for benefits
for the entire 1999 plan year and are included in the nets assets available
for benefits as of December 30, 1999. The fair value of transferred
investments was $791,822 at December 31, 1998.
6 - Income Tax Status
The Internal Revenue Service ("IRS") has ruled that the Vanguard Prototype
401(k) Savings Plan which was adopted by the plan sponsor qualifies under
Sections 401(a) and 501(a) of the Internal Revenue Code ("IRC") by a letter
dated September 7, 1994. The IRS has determined and informed the Company by a
letter dated July 31, 1996, that the Plan and related trust are designed in
accordance with applicable sections of the IRC.
7 - Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts.
8 - Subsequent Event
In September 1999, the Company sold the assets of Haz-Stor, a division of
Justrite Manufacturing Co., which is a division of the Company. In connection
with the sale, the Company fully vested all Haz-Stor employees in the company
match, effective December 31, 1999.
FEDERAL SIGNAL CORPORATION 401(K) RETIREMENT PLAN Schedule 1
LINE 27a - SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES
- ----------------------------------------------------------------------------------------------------
December 30, 1999
- ----------------------------------------------------------------------------------------------------
EIN: 36-1063330
PN: 003
(c) (e)
(b) Description of (d) Current
(a) Identity of Issue Investment Cost Value
- --- ------------------ ---------------------- ----------- -----------
* Vanguard Wellington Fund Registered Investment Company $12,743,766 $12,887,350
* Vanguard Explorer Fund Registered Investment Company 4,303,825 5,267,069
* Vanguard Index 500 Portfolio Registered Investment Company 27,473,686 48,897,510
* Vanguard Primecap Fund Registered Investment Company 22,863,145 36,342,904
* Vanguard Retirement
Savings Trust Common/Collective Trust 39,995,663 39,995,663
* Federal Signal Corporation
Common Stock Common Stock 26,260,680 21,727,190
* Vanguard International
Growth Fund Registered Investment Company 521,366 600,161
* Vanguard Total Bond
Market Index Fund Registered Investment Company 640,431 614,946
* Participant Loan Fund Interest at Rates From 7% to 10.4% - 4,959,863
* A party-in-interest as defined by ERISA.
FEDERAL SIGNAL CORPORATION 401(K) RETIREMENT PLAN Schedule 2
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
- --------------------------------------------------------------------------------------------------------------------------------
Year Ended December 30, 1999
- --------------------------------------------------------------------------------------------------------------------------------
EIN: 36-1063330
PN: 004
(h)
Current
(g) Value of
(a) (c) (d) Historical Asset on (i)
Identity of (b) Purchase Selling Cost of Transaction Net Gain
Party Involved Description of Asset Price Price Asset Date (Loss)
--------------- --------------------------- ----------- ---------- ---------- ----------- ---------
Vanguard Group Federal Signal Corporation
Common Stock $10,575,216 $ - $ - $10,575,216 $ -
Vanguard Group Federal Signal Corporation
Common Stock - 8,694,420 7,897,250 8,694,420 797,170
Vanguard Group Vanguard Index 500 Portfolio 11,786,925 - - 11,786,925 -
Vanguard Group Vanguard Index 500 Portfolio - 11,928,218 8,608,088 11,928,218 3,320,130
Vanguard Group Vanguard Retirement
Savings Trust 18,388,567 - - 18,388,567 -
Vanguard Group Vanguard Retirement
Savings Trust - 15,768,092 15,768,092 15,768,092 -
Vanguard Group Vanguard Primecap Fund 10,556,778 - - 10,556,778 -
Vanguard Group Vanguard Primecap Fund - 4,825,720 3,699,521 4,825,720 1,126,199