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, 2001
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, 2001 and
December 30, 2001 and 2000.
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, 2002 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 31, 2001, AND
DECEMBER 30, 2001 AND 2000
CONTENTS
Page
Independent Auditor's Report 1
Statement of Net Assets Available for Benefits,
December 31, 2001, and December 30, 2001 and 2000 2
Statement of Changes in Net Assets Available for Benefits,
One Day Ended December 31, 2001, and
Years Ended December 30, 2001 and 2000 3
Notes to Financial Statements,
December 31, 2001, and December 30, 2001 and 2000 4
Supplemental Schedule:
Schedule H, Line 4i - Schedule of Assets Held
for Investment Purposes, December 31, 2001,
and December 30, 2001 9
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 31, 2001,
and December 30, 2001 and 2000, and the related statement of changes in net
assets available for benefits for the one day ended December 31, 2001, and the
years ended December 30, 2001 and 2000. 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 U.S. 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 as of
December 31, 2001, and December 30, 2001 and 2000, and the changes in net assets
available for benefits for the one day ended December 31, 2001, and the years
ended December 30, 2001 and 2000, in conformity with U.S. 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 schedule of
assets held for investment purposes at year end is presented for the purposes of
additional analysis and is not a required part of the basic financial statements
but is 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 schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ PHILIP ROOTBERG & COMPANY, LLP
Chicago, Illinois
June 6, 2002
FEDERAL SIGNAL CORPORATION
401(K) RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, December 30,
2001 2001 2000
Assets
Contributions receivable from:
Federal Signal Corporation $ 4,227,198 $ 4,227,198 $ 3,954,790
Participants 810,813 810,813 927,018
Dividends and interest receivable - 497,036 196,514
Investments at fair value:
Vanguard Wellington Fund 14,791,764 14,840,620 13,494,681
Vanguard Explorer Fund 8,805,379 8,888,227 8,717,827
Vanguard Index 500 Portfolio 40,100,536 40,509,419 44,485,283
Vanguard Primecap Fund 37,497,010 37,872,908 42,733,422
Vanguard Retirement Savings Trust 44,955,583 44,742,395 38,847,321
Federal Signal Corporation common stock 32,432,843 33,127,416 27,286,590
Vanguard International Growth Fund 1,046,317 1,040,741 1,131,907
Vanguard Total Bond Market Index Fund 1,760,428 1,746,012 591,767
Participant Loan Fund 4,997,564 4,973,494 5,137,343
----------- ------------ -----------
Net Assets Available for Benefits $191,425,435 $193,276,279 $187,504,463
See accompanying notes to financial statements
FEDERAL SIGNAL CORPORATION
401(K) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
One Day Ended Years Ended
December 31, December 30,
2001 2001 2000
Additions
Contributions from employer $ - $ 5,484,759 $ 5,246,683
Contributions from participants - 12,022,512 12,320,883
Transfer of assets from plan mergers - 446,006 -
Interest and dividends 6,852 6,184,099 10,360,304
Net realized and unrealized
gains (losses) in fair value
of investments:
Mutual funds (1,201,292) (12,033,025) (7,229,334)
Common stock (654,690) 4,854,474 5,087,016
--------- ---------- ----------
(1,849,130) 16,958,825 25,785,552
---------- ---------- ----------
Deductions
Withdrawals by participants (1,714) (11,166,019) (13,927,181)
Other - (20,990) (18,287)
---------- ---------- ----------
(1,714) (11,187,009) (13,945,468)
---------- ---------- ----------
Net Additions (Deductions) (1,850,844) 5,771,816 11,840,084
Net Assets Available for Benefits -
Beginning of Period 193,276,279 187,504,463 175,664,379
----------- ----------- -----------
Net Assets Available for Benefits -
End of Period $191,425,435 $193,276,279 $187,504,463
=========== =========== ===========
See accompanying notes to financial statements
FEDERAL SIGNAL CORPORATION
401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2001, and December 30, 2001 and 2000
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 U.S.
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 31, 2001, and December 30, 2001 and 2000, 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 appreciation 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.
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 at most divisions 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 hours/months worked.
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, except for the participants from the Emergency
One division, who are immediately vested in the Company's discretionary
contribution.
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 the Company's
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 ratably 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 a lump
sum.
Forfeited Accounts - As of December 31, 2001, and December 30, 2001 and
2000, forfeited nonvested accounts totaled $42,889, $43,322 and $37,800,
respectively. These accounts are used to reduce future employer
contributions. Also, in 2001 and 2000, employer contributions were reduced
by $38,062 and $40,385, 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 31, December 30,
2001 2001 2000
--------- -------- --------
Net Assets:
Contribution receivable from
Federal Signal Corporation $ 1,917,434 $ 1,917,434 $ 1,852,912
Dividend receivable - 82,126 -
Federal Signal Corporation
common stock 9,943,315 10,062,109 8,308,866
---------- ---------- ----------
$11,860,749 $12,061,669 $10,161,778
========== ========== ==========
One Day ended Years Ended
December 31, December 31,
2001 2001 2000
-------- ---------- ---------
Changes in Net Assets:
Contributions from employer $ - $2,637,013 $2,549,078
Interest and dividends - 244,012 381,867
Net realized and unrealized
gains (losses) (200,920) 1,422,373 1,423,888
Withdrawals by participants - (1,022,056) (836,536)
Reclassified to participant-
directed investments - (1,381,451) (1,106,275)
------- --------- ---------
Net Additions (Deductions) $(200,920) $1,899,891 $2,412,022
======= ========= =========
4 - Related Party Transactions
Substantially all assets of the Plan are held in trust by Vanguard, trustee
for the Plan. Administrative and trustee fees in the amount of $103,810 and
$95,528, respectively, were paid during the years ended December 30, 2001
and 2000, from the Company.
The Plan has no reportable transactions with nonexempt parties-in-interest
as defined by the Department of Labor for the one day ended December 31,
2001, and the years ended December 30, 2001 and 2000.
5 - Plan Merger
The Company purchased the Dico Corporation in 1994 and, as a result of the
acquisition, the Dico Corporation 401(k) Plan ("Dico Plan") was effectively
merged into the Plan on December 31, 1994. The Dico Plan assets consisted of
insurance contracts that expired in 2001 and participant loans. Nationwide
Insurance Company administered the insurance contracts, participant loans
and participant accounts through October 16, 2001, at which time the assets
were transferred to the Plan's trust. On the date of the transfer, the net
assets of the Dico Plan were valued at $446,006.
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 Events
The Company will be restating the Plan effective January 1, 2002. The
Company will no longer be using the Vanguard Prototype 401(k) Savings Plan.
The Company will draft its own plan document in order to include
descriptions of the different contribution structures for each of its
divisions. The new plan document will also include the provisions of the
most recent tax law changes.
The Company intends to amend the restated plan, effective June 1, 2002. The
Plan will be amended to add an employee stock ownership feature wherein all
employer contributions will be invested in Company stock. However, the
participants will be allowed to transfer their funds out of Company stock at
any time. The amendment will also provide for the participants to have the
option of receiving Company stock dividends in cash instead of having the
dividends automatically reinvested in the Plan.
SUPPLEMENTAL SCHEDULE
FEDERAL SIGNAL CORPORATION 401(K) RETIREMENT PLAN Schedule 1
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES
December 31, 2001
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 $15,018,210 $14,791,764
* Vanguard Explorer Fund Registered Investment Company 8,887,178 8,805,379
* Vanguard Index 500 Portfolio Registered Investment Company 32,734,692 40,100,536
* Vanguard Primecap Fund Registered Investment Company 34,269,368 37,497,010
* Vanguard Retirement
Savings Trust Common/Collective Trust 44,955,583 44,955,583
* Federal Signal Corporation
Common Stock Common Stock 28,583,521 32,432,843
* Vanguard International
Growth Fund Registered Investment Company 1,357,271 1,046,317
* Vanguard Total Bond
Market Index Fund Registered Investment Company 1,743,875 1,760,428
* Participant Loan Fund Interest at Rates From 5.75% to 10.5% - 4,997,564
* A party-in-interest as defined by ERISA.
FEDERAL SIGNAL CORPORATION 401(K) RETIREMENT PLAN Schedule 1
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES - Continued
December 30, 2001
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 $15,023,875 $14,840,620
* Vanguard Explorer Fund Registered Investment Company 8,888,232 8,888,227
* Vanguard Index 500 Portfolio Registered Investment Company 32,692,685 40,509,419
* Vanguard Primecap Fund Registered Investment Company 34,273,877 37,872,908
* Vanguard Retirement
Savings Trust Common/Collective Trust 44,742,395 44,742,395
* Federal Signal Corporation
Common Stock Common Stock 28,354,794 33,127,416
* Vanguard International
Growth Fund Registered Investment Company 1,357,271 1,040,741
* Vanguard Total Bond
Market Index Fund Registered Investment Company 1,736,396 1,746,012
* Participant Loan Fund Interest at Rates From 5.75% to 10.5% - 4,973,494
* A party-in-interest as defined by ERISA.