Registration Statement No. 333-71886
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3/A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FEDERAL SIGNAL CORPORATION
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(Exact name of issuer as specified in its charter)
Delaware 36-1063330
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(State or other jurisdiction of (I.R.S. Employer ID No.)
incorporation or organization)
1415 West 22nd Street, Oak Brook, Illinois 60523
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(Address of Principal Executive Offices) (Zip Code)
KIM A. WEHRENBERG
Vice President, General Counsel and Secretary
Federal Signal Corporation
1415 West 22nd Street, Suite 1100, Oak Brook, Illinois 60523
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(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(630) 954-2000
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Approximate date of commencement of proposed sale to public:
October 31, 2001
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered(1) unit (2) price (2) fee
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Common Stock 110,000 $20.58 $2,263,800 $565.95
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(1) Preferred Share Purchase Rights (the "Rights") which are attached to and
trade with the Common Stock are also registered under this Registration
Statement. Any value attributable to the Rights is reflected in the market
price of the Common Stock.
(2) Pursuant to Rule 457(h), the maximum offering price (estimated solely for
the purpose of calculating the registration fee) was calculated to be $20.58
upon the basis of the average of the high and low prices of the Common Stock
reported on the consolidated reporting system on October 16, 2001.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
Federal Signal Corporation (which, with its subsidiaries, is referred
to herein as "Federal Signal" or the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934 ("Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices, Room 1204,
Everett McKinley Dirksen Building, 219 South Dearborn Street, Chicago, Illinois
60604; and Room 1028, Jacob K. Javits Federal Building, 26 Federal Plaza, New
York, New York 10278; and copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. In addition, Federal Signal's Common Stock is
listed on the New York Stock Exchange and reports, proxy statements and other
information concerning Federal Signal can be inspected at the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
Federal Signal undertakes to provide without charge to each person to
whom a Prospectus is delivered, on the written or oral request of any such
person, a copy of any or all of the documents incorporated by reference herein
(not including the exhibits to such documents, unless such exhibits are
specifically incorporated by reference in such documents). Such requests should
be directed in
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writing to the office of the Corporate Secretary, Federal Signal
Corporation, 1415 West 22nd Street, Oak Brook, Illinois 60523 (telephone
630-954-2037).
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No dealer, salesman or other person has been authorized to give any
information or to make any representations, other than those contained or
incorporated by reference in this Prospectus or in any applicable supplement,
and, if given or made, such information or representations must not be relied
upon as having been authorized by Federal Signal Corporation. Neither this
Prospectus nor any supplement constitutes an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorized or in
which the person making such offer is not qualified to do so or to anyone to
whom it is unlawful to make such offer or solicitation. Information contained in
this Prospectus and any supplement to this Prospectus is provided as of the date
stated on the first page of such document. Although the Company may amend and
supplement this Prospectus from time to time, there will usually be a time
interval between the occurrence of a development relevant to the distribution
and the reporting of such development in this Prospectus, a supplement to this
Prospectus or a document incorporated into this Prospectus by reference. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of Federal Signal Corporation since the date hereof.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
NOTE TO AMENDMENT TO FORM S-3
This Amendment to Form S-3 is being filed to include the above delaying
amendment language in accordance with Rule 473 and make reference to specific
documents incorporated by reference as set forth in the following language.
INFORMATION INCORPORATED BY REFERENCE
The Company's (i) Annual Report on Form 10-K for the fiscal year ended December
31, 2000, (ii) the March 31, 2001 and June 30, 2001 Form 10-Qs and all reports
filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the Form
10-K, and (iii) a description of the Common Stock contained in the Company's
registration statement on Form 8-A, dated July 28, 1998, are hereby
incorporated by reference.
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PROSPECTUS
FEDERAL SIGNAL CORPORATION
120,000 SHARES
COMMON STOCK
This Prospectus relates to an offering of up to 120,000 shares (the
"Shares") of common stock, par value $1.00 per share (the "Common Stock"), of
Federal Signal Corporation, a Delaware corporation (the "Company" or "FSC"),
acquired pursuant to a Purchase Agreement whereby Manchester Tool Company, a
subsidiary of FSC, delivered the Shares to Tooling Specialties, Inc. ("TSI" or
the "Selling Stockholder") in exchange for the patents, business and assets of
TSI related to its Quattro, Octicut and Groovidex perishable tool product lines
with a value of approximately $1,900,000. The number of Shares was determined by
dividing $1,900,000 by the five-day average closing price of FSC stock on the
New York Stock Exchange.
The Common Stock being registered is being offered for the account of
the Selling Stockholder. See "Selling Stockholder." The Company will not receive
any proceeds from the sale of shares of Common Stock offered hereunder. The
shares may be offered in transactions on the New York Stock Exchange, in
negotiated transactions, or through a combination of such methods of
distribution at prices relating to the prevailing market prices or at negotiated
prices. See "Plan of Distribution."
The Common Stock is traded on the New York Stock Exchange under the
symbol "FSS." The Shares of Common Stock offered hereunder have been approved
for listing on the New York Stock Exchange. On October 16, 2001 the last sale
price of the Common Stock, as reported on the New York Stock Exchange, was
$20.96 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
No dealer, salesman or any other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this Prospectus and, if given or made, such other
information and representations must not be relied upon as having been
authorized by the Company or the Selling Stockholders. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained herein is
correct as of any time subsequent to its date. This Prospectus does not
constitute an offer to sell, or a solicitation or any offer to buy, any
securities other than the registered securities to which it relates. This
Prospectus does not constitute an offer to sell, or a solicitation of any offer
to buy, such securities in any circumstances in which such offer or solicitation
is unlawful.
The date of this Prospectus is October 18, 2001.
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AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements, information statements
and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements, information statements, and other
information filed by the Company with the Commission pursuant to the
requirements of the Exchange Act may be inspected and copied at Judiciary Plaza,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549-1004. Copies of such
material may be obtained from the Public Reference Room of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Company is
a publicly held corporation and its Common Stock is traded on the New York Stock
Exchange under the symbol "FSS." Reports, proxy statements, information
statements and other information can also be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005. The Commission
maintains a Web site that contains reports, proxy statements, information
statements and other information regarding registrants, including the Company.
The Commission's Web site address is http://www.sec.gov.
The Company intends to furnish its stockholders with annual reports
containing audited financial statements and such other periodic reports as it
may determine to furnish or as may be required by law.
The Company has filed with the Commission a Registration Statement on
Form S-3 (referred to herein, together with all exhibits, as the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the shares of Common Stock offered hereby. This Prospectus does
not contain all information set forth in the Registration Statement. Certain
parts of the Registration Statement have been omitted in accordance with the
rules and regulations of the Commission. For further information, reference is
made to the Registration Statement which can be inspected at the public
reference rooms at the offices of the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, including any beneficial owner, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates). Requests should be directed to:
Federal Signal Corporation
1415 West 22nd St.
Oak Brook, IL 60523
Attention: Kim Wehrenberg
Secretary
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The Company's (i) Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, (ii) the March 31, 2001 and June 30, 2001 Form 10-Q's and all
reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the
Form 10-K, and (iii) a description of the Common Stock contained in the
Company's registration statement on Form 8-A, dated July 28, 1998, are hereby
incorporated by reference into this Prospectus.
All documents filed with the Commission by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering relating to this
Prospectus will be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein will be deemed to be modified, replaced, or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded will be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
THE COMPANY
Federal Signal Corporation, founded in 1901, was reincorporated as a
Delaware Corporation in 1969. The Company's principal executive offices are
located at 1415 West 22nd St., Oak Brook, IL 60523, and its telephone number is
(630)954-2000. The Company is a manufacturer and worldwide supplier of safety,
signaling and communications equipment, hazardous area lighting, fire rescue
vehicles, vehicle-mounted aerial access platforms, street sweeping and vacuum
loader vehicles, high pressure water blasting systems, parking revenue and
access control equipment, carbide and superhard tipped cutting tools, precision
metal stamping punches and related die components and custom on-premise signage.
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 four major operating groups:
Safety Products, Tool, Environmental Products and Fire Rescue. A smaller group,
Sign, reported as discontinued operations in the Registrant's financial
statements, is currently being offered for sale. Business units are organized
under each segment because they share certain characteristics, such as
technology, marketing, and product application that create long-term synergies.
Additional description and discussion of the Company's business are set forth
under Item 1 Business of the Company's December 31, 2000 10-K and in subsequent
10-Q filings which are incorporated herein by reference.
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RISK FACTORS
Federal Signal Corporation has been profitable and paid dividends for
more than 25 years; however, past performance is not necessarily indicative of
future performance. Economic conditions in various regions of the United States
and internationally, product and price competition, raw material prices and
availability, especially aluminum and component parts for trucks, foreign
currency exchange rate changes, technology changes, intellectual property and
litigation matters, legal and regulatory developments, the strength of
industrial and municipal markets, interest rates and availability of financing
and other risks and uncertainties described in documents filed with the
Securities and Exchange Commission which are incorporated herein by reference
are various risk factors that could potentially affect the value of an
investment in the Company Common Stock.
SELLING STOCKHOLDER
The Selling Stockholder has informed the Company that it reasonably
expects to sell the 120,000 shares of Common Stock being registered within
eighteen months after the date of this Prospectus. The Selling Stockholder does
not own any Federal Signal Corporation Common Stock immediately prior to this
offering and its only relationship to the Company has been as a supplier of
perishable tools. There are currently 45,016,464 shares of Company Common Stock
outstanding and the average daily trading volume of Company Common Stock on the
New York Stock Exchange for the five trading days of October 10 to October 16,
2001 was 160,600 shares per day.
PLAN OF DISTRIBUTION
The sale of the Common Stock offered hereby may be effected from time
to time directly, or by one or more broker-dealers or agents, in one or more
transactions (which may involve crosses and block transactions) on the New York
Stock Exchange in negotiated transactions, or through a combination of such
methods of distribution, at prices related to prevailing market prices or at
negotiated prices.
In the event one or more broker-dealers or agents agree to sell the
Common Stock, they may do so by purchasing the Common Stock as principals or by
selling the Common Stock as agent for the Selling Stockholders. Any such
broker-dealers may receive compensation in the form of discounts, concessions,
or commissions from the Selling Stockholders or the purchasers of the shares of
Common Stock for which such broker-dealer may act as agent or to whom they sell
as principal, or both (which compensation as to a particular broker-dealer may
be in excess of customary compensation).
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Common Stock may not simultaneously
engage in market-making activities with respect to the Company's Common Stock
for a period of two business days prior to the
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commencement of such distribution. In addition and without limiting the
foregoing, the Selling Stockholders will be subject to applicable provisions of
the Exchange Act and the rules with regulations thereunder, including, without
limitation, Rule 10b-6.
USE OF PROCEEDS
The Company will not receive any proceeds from the offering; however,
the 120,000 shares were issued to Selling Stockholder in exchange for the
acquisition of the Quattro, Octicut and Groovidex perishable tool product lines
as discussed above.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon by
Kim A. Wehrenberg, Esq., legal counsel for the Company, Oak Brook, Illinois. Mr.
Wehrenberg is Vice President, General Counsel and Secretary of the Company and
owns, directly or indirectly, 203,591 shares of Common Stock and has 86,500
stock options on the Common Stock or a total of approximately .6% of the shares
of Common Stock Outstanding.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended December 31, 2000, as set forth in their report, which is
incorporated by reference in this prospectus. Our financial statements and
schedule are incorporated by reference in reliance on Ernst & Young LLP's
report, given on their authority as experts in accounting and auditing.
INDEMNIFICATION
Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify directors, officers and controlling persons of the
corporation who are parties to or are threatened to be made parties to actions,
suits or proceedings, whether civil, criminal administrative or investigative,
by reason of such status. The Company's Certificate of Incorporation provides
that the Company shall indemnify directors, officers and employees to the full
extent permitted by Section 145, and the Company's bylaws similarly provide for
such indemnification. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers, and controlling
persons of the Registrant under Delaware law, the Company's Certificate of
Incorporation or bylaws, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities 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
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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 Securities Act and will be governed against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration fee $ 565.95
Accounting fees and expenses* $ 3,000.00
Legal fees and expenses* $ 8,750.00
Miscellaneous expenses* $ 1,000.00
Total $13,315.95
*estimated
All of the above expenses will be paid for by the Selling Stockholder.
Item 15. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation provides that the Company
shall indemnify any director, officer or employee, or former director, officer
or employee, of the Company, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement to the fullest extent permitted
by Section 145 of the General Delaware Corporation Law (the "GDCL"). GDCL
Section 145 provides, among other things, that the Company may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the Company) by reason of the fact that he is or
was a director, officer, agent or employee of the Company or who serves or
served at the Company's request as a director, officer, agent, employee, partner
or trustee of another corporation or of a partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with such action, suit or proceeding. The power to indemnify applies (a) if such
person is successful on the merits or otherwise in defense of any action, suit
or proceeding, or (b) if such person acted in good faith and in a manner he
reasonably believed to be in the best interest, or not opposed to the best
interest, of the Company or corporation and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
power to indemnify applies to actions brought by or in the right of the
corporation as well, but only to the extent of defense expenses (including
attorneys' fees but
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excluding amounts paid in settlement) actually and reasonably incurred and not
to any satisfaction of a judgment or settlement of the claim itself, and with
the further limitation that in such actions no indemnification shall be made in
the event of any adjudication of negligence or misconduct in the performance of
his duties to the Company, unless the court believes that in light of all the
circumstances indemnification should apply.
The Company's Bylaws are deemed to be a contract with the officers and
directors of the Company to indemnify them to the fullest extent possible under
Delaware law or any other applicable law.
The Company may advance expenses to the potential indemnitee only if
the Company's Board of Directors so authorizes and if the potential indemnitee
undertakes in writing to repay the expenses if it is subsequently determined
that he is not entitled to indemnification. The indemnification provisions
contained in the Company's Certificate of Incorporation and Bylaws are not
exclusive of any other rights to which a person may be entitled by law,
agreement, vote of stockholders or disinterested directors or otherwise.
Item 16. Exhibits.
Exhibit 5 Opinion Re: Legality
Exhibit 23(1) Consent of Counsel
Exhibit 23(2) Consent of Ernst & Young LLP
Power of Attorney
Included on page 12 of the Registration Statement
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) 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 Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the Village of Oak Brook, State of Illinois, on October 18,
2001.
FEDERAL SIGNAL CORPORATION
By: /s/ Kim A. Wehrenberg
--------------------------------
Kim A. Wehrenberg
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities on the date indicated.
Each person whose signature appears below constitutes and appoints
Joseph J. Ross and Kim A. Wehrenberg, and each of them, his true and lawful
attorney-in-fact and agent, each acting alone, with full powers of substitution
and resubstitution, for him and his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done to file such Registration
Statement and amendments, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ Henry L. Dykema Vice President and Chief 10/18/01
-------------------------- Financial Officer
Henry L. Dykema
/s/ Richard L. Ritz Vice President & Controller 10/18/01
-------------------------- (Principal Accounting Officer)
Richard L. Ritz
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/s/ Charles R. Campbell Director 10/18/01
--------------------------
Charles R. Campbell
/s/ James C. Janning Director 10/18/01
--------------------------
James C. Janning
/s/ Paul W. Jones Director 10/18/01
--------------------------
Paul W. Jones
/s/ James A. Lovell, Jr. Director 10/18/01
--------------------------
James A. Lovell, Jr.
/s/ Walden W. O'Dell Director 10/18/01
---------------------------
Walden W. O'Dell
/s/ Joseph J. Ross Director, Chairman and 10/18/01
-------------------------- Chief Executive Officer
Joseph J. Ross
/s/ Richard R. Thomas Director 10/18/01
--------------------------
Richard R. Thomas
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