SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: July 9, 1998
Date of earliest event reported: July 9, 1998
Federal Signal Corporation
(Exact name of registrant as specified in its charter)
Delaware 0-693 36-1063330
(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
1415 W. 22nd Street, Oak Brook,Illinois 60523
(Address of principal executive offices) (Zip Code)
(630) 954-2000
(Registrant's telephone number, including area code)
Item 5. Other Events.
On July 9, 1998, the Board of Directors of Federal Signal
Corporation (the "Company") declared a dividend distribution of one
preferred share purchase right (a "Right") for each outstanding
share of common stock, par value $1.00 per share (the "Common
Shares"), of the Company. The dividend is payable as of the Close
of Business on August 18, 1998 to shareholders of record on that
date. Each Right entitles the registered holder to purchase from
the Company one one-hundredth of a share of a Series A Preferred
Stock, $1.00 par value, of the Company (the "Preferred Shares") at
a price of $100 per one one-hundredth of a Preferred Share (the
"Purchase Price"), subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") dated as of July 9, 1998 between the Company and Harris
Trust and Savings Bank, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") acquired or obtained the
right to acquire, beneficial ownership of 20% or more of the
outstanding Common Shares or (ii) 10 days following the
commencement or announcement of an intention to make a tender offer
or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 30% or more of such
outstanding Common Shares (the earlier of such dates being called
the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of
August 18, 1998, by such Common Share certificate with a copy of
this Summary of Rights attached thereto. The Rights Agreement
provides that, until the Distribution Date, the Rights will be
transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the
Rights), new Common Share certificates issued after the Close of
Business on August 18, 1998 upon transfer or new issuance of the
Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer
of any certificates for Common Shares, outstanding as of the Close
of Business on July 5, 1988, even without such notation or a copy
of this Summary of Rights being attached thereto, will also
constitute the transfer of the Rights associated with the Common
Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of
record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will
then evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on after the Close of Business on August 18,
2008, unless earlier redeemed by the Company as described below.
The Purchase Price payable, and the number of Preferred
Shares or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of the Preferred Shares, (ii) upon
the grant to holders of the Preferred Shares of certain rights or
warrants to subscribe for or purchase Preferred Shares at a price,
or securities
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convertible into Preferred Shares with a conversion price, less
than the current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends
out of earnings or retained earnings or dividends payable in
Preferred Shares) or of subscription rights or warrants (other than
those referred to above).
The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each
Right are also subject to adjustment in the event of a stock split
of the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidations or
combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Each Preferred Share will be entitled to a minimum
preferential quarterly dividend payable of $25 per share but will
be entitled to an aggregate dividend of 100 times the dividend
declared per Common Share. In the event of liquidation, the holders
of the Preferred Shares will be entitled to a minimum preferential
liquidation payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per Common Share.
Each Preferred Share will have one hundred votes, voting together
with the Common Shares. Finally, in the event of any merger,
consolidation or other transaction in which Common Shares are
exchanged, each Preferred Share will be entitled to receive 100
times the amount received per Common Share. These rights are
protected by customary antidilution provisions.
In the event that the Company is acquired in a merger or
other business combination transaction or 50% or more of its
consolidated assets or earning power is sold, proper provision will
be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock
of the acquiring company which at the time of such transaction
would have a market value of two times the exercise price of the
Right. In the event that the Company were the surviving corporation
in a merger and the Common Shares were not changed or exchanged, or
in the event that an Acquiring Person engages in one of a number of
self-dealing transactions specified in the Rights Agreement, proper
provision will be made so that each holder of a Right, other than
Rights that were beneficially owned by the Acquiring Person on the
earlier of the Distribution Date or the date an Acquiring Person
acquires 20% or more of the outstanding Common Shares (which will
thereafter be void), will thereafter have the right to receive upon
exercise that number of Common Shares having a market value of two
times the exercise price of the Right.
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
Preferred Shares will be issued (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share, which
may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made
based on the market price of the Preferred Shares on the last
trading date prior to the date of exercise.
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The Board of Directors, under certain circumstances, is
entitled to redeem the Rights at $.10 per Right (payable in cash or
Common Shares) at any time prior to the expiration of 20 days
(subject to extension by the Board of Directors) following the
public announcement that a 20% position has been acquired.
Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
The terms of the Rights generally may be amended by the
Board of Directors of the Company without the consent of the
holders of the Rights except that no such amendment may adversely
affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a shareholder of the Company, including,
without limitation, the right to vote or to receive dividends.
A copy of the Rights Agreement is available free of
charge from the Company. This summary description of the Rights
does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is hereby incorporated
herein by reference.
Item 7. Exhibits.
1. Rights Agreement dated as of July 9, 1998 between
the Company and the Rights Agent.
2. Press Release, dated July 9, 1998.
3. Letter to the Company's shareholders.
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SIGNATURES
Pursuant to the requirements 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
Dated: July 9, 1998 By: /s/ Kim A. Wehrenberg
Kim A. Wehrenberg
Vice President, General
Counsel and Secretary
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