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, 1996
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 the 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) The Registrant's telephone number, including area code (630) 954-2000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered Common Stock, par value $1.00
per share, New York Stock Exchange with preferred share purchase rights
Securities registered pursuant to Section 12(g) of the Act: None
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 the 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, 1997.
Common stock, $1.00 par value -- $992,989,974
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of March 1, 1997.
Common stock, $1.00 par value -- 45,427,574 shares
Documents Incorporated by Reference
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be
held on April 16, 1997, are incorporated by reference into Parts I, II and III.
PART I
Item 1. Business.
Federal Signal Corporation, founded in 1901, was reincorporated as a
Delaware Corporation in 1969. The company is a manufacturer and worldwide
supplier of safety, signaling and communications equipment, fire rescue
products, 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 the Registrant and its
subsidiaries (referred to collectively as the "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 the Registrant's historical divisional
structure established by management for the purposes of internal control,
marketing and accounting.
Developments, including acquisitions and divestitures 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", "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 16, 1997, are incorporated herein by reference.
Safety Products Group
The Safety Products Group includes the Signal Products Division, Target
Tech, Aplicaciones Tecnologicas VAMA S.A. (VAMA), Victor Industries Ltd.
(Victor), Justrite Manufacturing Company (Justrite), and Federal APD.
Safety Products Group products manufactured by the Registrant consist of:
(1) a variety of visual and audible warning, signaling and lighting 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.
Visual and audible signaling devices include emergency vehicle warning
lights, electromechanical and electronic vehicle sirens and industrial signal
lights, sirens, horns, bells and solid state audible signals, hazardous area
lighting, audio/visual emergency warning and evacuation systems, including
weather and nuclear power plant warning notification systems and fire alarm
system panels and devices.
The safety containment products 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
Factory Mutual (FM) and Underwriters Laboratory (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, automatic paystations, 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 the Registrant's products, the Registrant
competes with a variety of manufacturers and suppliers and encounters varying
competitive conditions among its different products and different classes of
customers. Because of the variety of such products and customers, no meaningful
estimate of either the total number of competitors or the Registrant's overall
competitive position can be made. Generally, competition is intense as to all of
the Registrant's products and, as to most such products, is based on price,
including competitive bidding, product reputation and performance, and product
servicing. Although some competitors in certain product lines are larger than
the Registrant, the Registrant believes it is the leading supplier of particular
products.
The backlog of orders of the Safety Products Group products believed to be
firm at December 31, 1996 and 1995 were $18.6 million and $15.7 million,
respectively. The backlog at December 31, 1996, included approximately $2.9
million of backlog attributable to Victor, which was acquired in June 1996.
Almost all of the backlog of orders at December 31, 1996, are reasonably
expected to be filled within the current fiscal year.
During the period 1992-1996, the following businesses were acquired and became
part of the Safety Products Group:
Principal
Entity Headquarters Acquired Principal Products/Services
Victor England June 1996 Hazardous area industrial
lighting products
Target Tech Illinois December 1995 Amber signaling products for
construction and work vehicles
Justrite Illinois May 1994 Safety equipment for the
storage, transfer, use and
disposal of flammable and
hazardous materials
VAMA Spain May 1992 Emergency vehicular signaling
products
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. The Registrant
additionally provides sign repair services and also enters into maintenance
service contracts for signs it manufactures as well as signs produced by other
manufacturers. Its operations are oriented to custom designing and engineering
of commercial and industrial signs or groups of signs for its customers.
The sale and lease of signs and the sale of maintenance contracts are
conducted primarily through the 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.
Some of the 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.
The 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 on
quality, price, project and program management capabilities, aesthetic and
design considerations, and lease/maintenance services.
Total backlog at December 31, 1996, applicable to sign products and services
was approximately $52.4 million compared to approximately $61.4 million at
December 31, 1995. A significant part of the 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, 1996, the Sign
Group had a backlog of approximately $41.2 million compared to approximately
$41.4 million at December 31, 1995, represented by in-service sign maintenance
contracts. With the exception of the sign maintenance contracts, most of the
backlog orders at December 31, 1996, 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. The die components and precision tooling operations include:
Dayton Progress Corporation, Schneider Stanznormalien GmbH (Schneider),
Jamestown Precision Tooling, Inc., Technical Tooling, Inc. (TTI), and M.J.
Industries (MJI). The cutting tool operations include Manchester Tool Company
and Dico Corporation. Over the past five years, sales and revenue were also
generated by Bassett Rotary Tool, a manufacturer of rotary carbide cutting
tools, which was sold at the end of December 1996.
The die components and precision tooling operations manufacture and purchase
for resale an extensive variety of consumable standard and special die
components for the metal stamping industry. These components consist of piercing
punches, matched die matrixes, punch holders or retainers, can and body punches,
precision ground high alloy parts and many other products related to a metal
stamper's needs. The die components and precision tooling operations also
produce a large variety of consumable precision metal products for customers'
nonstamping needs, including special heat exchanger tools, beverage container
tools, powder compacting tools and molding components.
During the period 1992-1996, the die components and precision tooling
operations continued to broaden the markets they serve through the following
acquisitions:
Principal
Entity Headquarters Acquired Principal Products/Services
MJI France August 1996 Precision punch and die
components
TTI Minnesota July 1996 Body punch tooling
Schneider Germany March 1992 Precision punch and die
components
The acquisitions of these businesses provide manufacturing capabilities on
the European continent and greater access to European markets and complement and
broaden the operations' can and body punch product lines.
The carbide cutting tool operations manufacture consumable carbide and
superhard insert tooling for cutoff and deep grooving metal cutting
applications. In November 1992, the operations acquired Dico Corporation, a
manufacturer of polycrystalline diamond and cubic boron nitride cutting tools.
This product line complements the operations' carbide insert products and
allowed for entry into new market niches within business areas already served.
Because of the nature of and market for the Registrant's products,
competition is keen 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, delivery and level of
service.
Tool Group products are capital intensive with the only significant outside
cost being the purchase of the tool steel, carbide, cubic boron nitride and
polycrystalline diamond material, as well as items necessary for manufacturing.
Inventories are maintained to assure prompt service to the customer with the
average order for standard tools filled in less than one week for domestic
shipments and within two weeks for international shipments.
Tool Group customers include metal and plastic fabricators and tool and die
shops throughout the world. Because of the nature of the products, volume
depends mainly on repeat orders from customers numbering in the thousands. These
products are used in the manufacturing process of a broad range of items such as
automobiles, appliances, construction products, electrical motors, switches and
components and a wide variety of other household and industrial goods. Almost
all business is done with private industry.
The Registrant's products are marketed in the United States, and many
international markets, principally through industrial distributors.
Foreign-owned manufacturing, sales and distribution facilities are located in
Weston, Ontario; Tokyo, Japan; Warwickshire, England; Frankfurt, Germany; and
Meaux, France.
The order backlog of the Tool Group as of December 31, 1996, and December
31, 1995, were $7.6 million and $7.7 million, respectively. All of the backlog
of orders at December 31, 1996, 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 (Bronto), Superior Emergency Vehicles, Ltd., Elgin Sweeper Company,
Vactor Manufacturing, Inc. (Vactor), Guzzler Manufacturing, Inc. (Guzzler),
and Ravo International.
Emergency One, Inc. is a leading manufacturer of fire rescue vehicles
including four-, six- and eight-wheel drive rescue trucks, tankers, pumpers,
aerial ladder trucks, custom chassis, and airport rescue and fire fighting
vehicles (each of aluminum construction for rust-free operation and energy
efficiency).
Superior Emergency Vehicles, Ltd. manufactures and distributes a full
range of fire truck bodies primarily for the Canadian market.
Acquired in August 1995, and headquarted in Tampere, Finland, Bronto is a
leading manufacturer of vehicle-mounted aerial access platforms for fire rescue
and heavy duty industrial markets. The acquisition enabled the Vehicle Group to
expand its worldwide fire apparatus product offering and distribution.
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.
Ravo International is a leading European manufacturer and marketer of
self-propelled street and sewer cleaning vehicles. Utilizing the vacuuming
cleaning method, Ravo's products are primarily designed for cleaning of curbed
streets and other paved surfaces.
Vactor, acquired in June 1994, is an Illinois-based manufacturer of
municipal combination catch basin/sewer cleaning vacuum trucks. This acquisition
provided a significant expansion of the Vehicle Group offering of municipal
equipment and enhanced the domestic and international dealer networks of both
Elgin Sweeper and Vactor.
Guzzler, acquired in March 1993, is an Alabama-based manufacturer and
marketer of waste removal vehicles, using vacuum based technology, for worldwide
industrial and environmental markets. The acquisition of Guzzler complemented
Elgin Sweeper Company's product distribution and provided for increased exposure
to the industrial marketplace for both Elgin and Guzzler.
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 the Registrant
but are purchased for incorporation with products of the 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
conducted by domestic and international dealers, in most areas, with some sales
being made on a direct-to-user basis.
The 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 the Registrant's relative position within the market
can be made, although the Registrant does believe it is a major supplier within
these product lines. The Registrant competes with numerous foreign
manufacturers, principally in international markets.
At December 31, 1996, the Vehicle Group backlog was $201.5 million compared
to $166.7 million at December 31, 1995. A substantial majority of the orders in
the backlog at December 31, 1996, are reasonably expected to be filled within
the current fiscal year.
Additional Information
The Registrant's sources and availability of materials and components are
not materially dependent upon either a single vendor or very few vendors.
The 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. The 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 the Registrant's business is dependent on such trademarks.
The 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 the Registrant's products. Expenditures for research
and development by the Registrant were approximately $11.2 million in 1996, $7.0
million in 1995 and $7.0 million in 1994.
Note M - Segment Information, presented in the Registrant's Proxy Statement
for the Annual Meeting of Shareholders to be held on April 16, 1997, contains
information concerning the Registrant's foreign sales, export sales and
operations by geographic area, and is incorporated herein by reference.
Certain of the Registrant's businesses are susceptible to the influences of
seasonal buying or delivery patterns. The Registrant's businesses which tend to
have lower sales in the first calendar quarter compared to other quarters as a
result of these influences are signage, street sweeping, outdoor warning, other
municipal emergency signal products, parking systems and aerial access platform
manufacturing operations.
No material part of the business of the 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 6,233
people in ongoing businesses at the close of 1996. The Registrant believes
relations with its employees have been very good.
Item 2. Properties.
As of March 1, 1997, the Registrant utilized twenty-seven principal
manufacturing plants located throughout North America, as well as eleven in
Europe, one in South Africa, and one in the Far East. In addition, there were
forty-four sales and service/warehouse sites, with thirty-nine being
domestically based and five located overseas. About half of the manufacturing
facilities are owned, whereas all the sales and service/warehouse facilities are
leased.
In total, the Registrant devoted approximately 1,710,000 square feet to
manufacturing and 960,000 square feet to service, warehousing and office space,
as of March 1, 1997. Of the total square footage, approximately 35% is devoted
to the Safety Products Group, 11% to the Sign Group, 11% to the Tool Group and
43% to the Vehicle Group. Approximately 64% of the total square footage is owned
by the Registrant, with the remaining 36% 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, 1996, 1995 and 1994
were $16.9 million, $15.7 million, and $11.1 million, respectively. The
Registrant anticipates total capital expenditures in 1997 will be approximately
20% to 30% greater than 1996 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 Registrant settled a lawsuit with Duravision, Inc.
and Manufacturers Product Research Group of North America, Inc. for $6.7
million. As a result of the settlement, the Registrant 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 Registrant's future operating
performance as it involved a discontinued product line. The Registrant 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,
1996.
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 16, 1997 is incorporated herein by reference. As of March 1, 1997,
there were 5,194 holders of record of the Registrant's common stock.
Certain long-term debt agreements impose restrictions on the Registrant's
ability to pay cash dividends on its common stock. All of the retained earnings
at December 31, 1996, 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 16, 1997, 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 16, 1997, 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 16, 1997, are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information under the caption "Election of Directors" contained in the
the Registrant's Proxy Statement for the Annual Meeting of Shareholders to be
held on April 16, 1997, is incorporated herein by reference.
The following is a list of the Registrant's executive officers, their ages,
business experience and positions and offices as of March 1, 1997:
Joseph J. Ross, age 51, was elected Chairman, President and Chief Executive
Officer in February 1990.
John A. DeLeonardis, age 49, was elected Vice President-Taxes in January
1992.
Duane A. Doerle, age 41, was elected Vice President-Corporate Development in
July 1996. Previously, he served as Director-Corporate Development since April
1992. He has worked for the Registrant in various capacities since October 1984.
Henry L. Dykema, age 57, 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 48, was elected Vice President and Treasurer in April
1984.
Richard L. Ritz, age 43, was elected Vice President and Controller in
January 1991.
Kim A. Wehrenberg, age 45, 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 the
Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held
April 16, 1997, 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 the Registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held April 16, 1997, is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
The information contained under the caption "Executive Compensation" of the
Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held
April 16, 1997, is incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a)1. Financial Statements
The following consolidated financial statements of Federal Signal
Corporation and Subsidiaries included in the Registrant's Proxy Statement
for the Annual Meeting of Shareholders to be held on April 16, 1997, are
filed as a part of this report and are incorporated by reference in Item
8:
Consolidated Balance Sheets -- December 31, 1996 and 1995
Consolidated Statements of Income -- Years ended December 31,
1996, 1995 and 1994
Consolidated Statements of Cash Flows -- Years ended December 31,
1996, 1995 and 1994
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, 1996,
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 the Registrant.
b. By-laws of the Registrant.
4. a. Rights Agreement, filed as Exhibit (4)(a) to the 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, 1996. Copies of debt instruments for which the
related debt is less than 10% of consolidated total assets will be
furnished to the Commission upon request.
10.a. 1996 Stock Benefit Plan. The 1988 Stock Benefit Plan was filed
as Exhibit (10)(a) to the 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 the Registrant's Form 10-K for the year ended December 31, 1994,
is incorporated herein by reference.
c. Supplemental Pension Plan, filed as Exhibit (10)(c) to the
Registrant's Form 10-K for the year ended December 31, 1995, is
incorporated herein by reference.
d. Executive Disability, Survivor and Retirement Plan, filed as Exhibit
(10)(d) to the Registrant's Form 10-K for the year ended December
31, 1995, is incorporated herein by reference.
e. Supplemental Savings and Investment Plan, filed as Exhibit (10)(f)
to the 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 the 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 the 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 the
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 the
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
13.1996 Proxy Statement for the Annual Meeting of Shareholders to be held
April 16, 1997. 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,
1996.
(c) and (d)
The response to this portion of Item 14 is being submitted as a separate
section of this report.
Other Matters
For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned, the Registrant, hereby undertakes as follows, which undertaking
shall be incorporated by reference into the Registrant's Registration Statements
on Form S-8 Nos. 33-14251, 33-12876, 33-22311, 33-38494, 33-41721 and 33-49476,
dated October 16, 1996, April 14, 1987, June 26, 1988, December 28, 1990, July
15, 1991 and June 9, 1992, respectively:
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Signatures
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
FEDERAL SIGNAL CORPORATION
By: /s/ Joseph J. Ross
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, 1997, by the following persons on behalf of
the Registrant and in the capacities indicated.
/s/ Henry L. Dykema /s/ Walter R. Peirson
Vice President and Chief Director
Financial Officer
/s/ Richard L. Ritz /s/ J. Patrick Lannan, Jr.
Vice President and Controller Director
/s/ James A. Lovell, Jr.
Director
/s/ Thomas N. McGowen, Jr.
Director
/s/ Richard R. Thomas
Director
SCHEDULE II
FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
For the Years Ended December 31, 1996, 1995 and 1994
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, 1996:
Deducted from asset accounts:
Allowance for doubtful accounts
Manufacturing activities $3,058,000 $2,602,000
Financial service activities 1,124,000 1,348,000
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Total $4,182,000 $1,719,000$1,951,000 $3,950,000
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
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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
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Total $3,191,000 $1,809,000 $978,000 $4,022,000