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, 2000 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 60523 (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, 2001. Common stock, $1.00 par value -- $858,672,540 Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of March 1, 2001. Common stock, $1.00 par value - 45,422,797 shares Documents Incorporated by Reference Portions of the Annual Report to Shareholders for the year ended December 31, 2000 are incorporated by reference into Parts I & II. Portions of the proxy statement for the Annual Meeting of Shareholders to be held on April 19, 2001 are incorporated by reference in Part 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, 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, plastic injection mold 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. The Financial Review and Note M - Segment Information included in the Notes to Consolidated Financial Statements contained in the Annual Report to Shareholders for the year ended December 31, 2000 are incorporated herein by reference. 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. Environmental Products Group The Environmental Products Group manufactures street sweeping, industrial vacuuming and municipal catch basin/sewer cleaning vehicles, hydroexcavation equipment, glycol recovery vehicles and high-pressure water blasting equipment. The group competes under the following major brand names: Elgin Sweeper, Vactor, Guzzler, Ravo, Broom Bear, Air Bear and Jetstream. Environmental Products manufactures a variety of self-propelled street cleaning vehicles, vacuum loader vehicles and municipal catch basin/sewer cleaning vacuum trucks as well as high-pressure water blasting equipment. Most sales are made to municipal customers, private contractors and government customers. Elgin is the leading U.S. brand of self-propelled street cleaning vehicles. Utilizing three basic cleaning methods (mechanical sweeping, vacuuming and recirculating air), Elgin brand products are primarily designed for large-scale cleaning of curbed streets and other paved surfaces. The group acquired Five Star Manufacturing in January 1998, a manufacturer of a unique design of street sweepers: the Broom Bear four-wheeled mechanical street sweeper and the Air Bear four-wheeled recirculating air street sweeper. The acquisition of Five Star accelerated the group's entry in industrial and contract sweeping market niches. Elgin and Five Star brand products are manufactured in the group's Elgin, Illinois and Youngsville, North Carolina facilities. Ravo is a leading European-brand of self-propelled street and sewer cleaning vehicles. Utilizing the vacuuming cleaning method, Ravo brand products are primarily designed for cleaning of curbed streets and other paved surfaces and are manufactured in the group's Alkmaar, Netherlands facilities. Guzzler is the leading U.S. brand of waste removal vehicles using vacuum-based technology for worldwide industrial and environmental markets. Vactor is the leading U.S. brand of municipal combination catch basin/sewer cleaning vacuum trucks. The acquisition of Vactor provided a significant expansion of municipal equipment and enhanced the domestic and international dealer networks of both Elgin Sweeper and Vactor. In late 2000, the Environmental Products Group consolidated production of its Guzzler industrial vacuum products from Birmingham, Alabama into its Streator, Illinois manufacturing facilities. Jetstream of Houston, Inc. ("Jetstream"), acquired in August 1998, is a Houston-based manufacturer of water blasting equipment. Jetstream sells its products predominately to the industrial vacuum loader customer base. This provides product and service cross-selling opportunities for the previously existing industrial customer base as well as the customer set already being served by Jetstream. A new product line acquired in March 2000 was the Vaxjet patented closed-loop surface cleaner. This product utilizes waterblast technology to remove oil, dirt and other accumulations from various surfaces while vacuuming, filtering and recycling the wash water. This patented system is an innovative combination of the group's sewer-cleaning vacuum truck and high-pressure waterblasting technologies, and has the ability to serve a potentially large emerging market. VaxJet products are manufactured in the group's Streator, Illinois facilities. All of the Environmental Products Group companies also sell accessories and replacement parts for their products. Some products and components thereof are not manufactured by the group but are purchased for incorporation with products of the group's manufacture. A majority of the group's sales are made primarily to municipal customers and government customers both domestic and overseas. The group competes with several U.S. and non-U.S. manufacturers and due to the diversity of products offered, no meaningful estimate of either the number of competitors or the group's relative position within the global market can be made, although the group does believe it is a major supplier within these product lines. The group competes with numerous non-U.S. manufacturers, principally in non-U.S. markets. At December 31, 2000, Environmental Products Group backlog was $72.3 million compared to $57.2 million at December 31, 1999. A substantial majority of the orders in the backlog at December 31, 2000 are reasonably expected to be filled within current fiscal year. Fire Rescue Group The Fire Rescue Group manufactures fire/emergency apparatus, rescue vehicles and aerial access platforms under the following brand names: Emergency One (E-One), Bronto Skylift, Saulsbury and Superior. Together, E-One, Saulsbury and Superior, are referred to as Fire Rescue Group - North America. The group's products are manufactured in its facilities located in Ocala, Florida; Preble, New York; Red Deer, Alberta and Tampere and Pori, Finland. Emergency One is a leading brand of fire rescue vehicles including pumpers, tankers, aerial ladder trucks, custom chassis, and airport rescue and fire fighting vehicles (each of aluminum construction for rust-free operation and energy efficiency). E-One products are marketed and sold throughout the U.S. and the world. A full range of Superior brand truck bodies are manufactured and distributed primarily for the Canadian market and U.S. wildlands markets. Superior is the leading brand of fire/emergency apparatus in Canada. Headquartered in Tampere, Finland, Bronto manufactures vehicle-mounted aerial access platforms. Bronto is the leading manufacturer of such platforms for fire rescue markets in the world and a leading manufacturer of heavy-duty industrial platforms. In January 1998, the Registrant acquired Saulsbury Fire Equipment Corp., the leading manufacturer of stainless steel-bodied fire trucks and rescue vehicles in the United States. The Saulsbury brand of steel-bodied products complement the E-One brand of aluminum-bodied fire apparatus and custom fire chassis. The acquisition of Saulsbury Fire provides the group with additional distribution, a service center in the northeast United States and additional manufacturing capacity for aluminum-bodied trucks in the U.S. All of the Fire Rescue Group businesses also sell accessories and replacement parts for their products. Some products and components thereof are not manufactured by the group but are purchased for incorporation with products of the group's manufacture. The majority of Fire Rescue Group sales are made primarily to municipal customers, volunteer fire departments and government customers both in U.S. and non-U.S. markets. The group competes with several U.S. and non-U.S. manufacturers and due to the diversity of products offered, no meaningful estimate of either the number of competitors or the group's relative position within the global market can be made, although the group does believe it is a major supplier within these product lines. The group competes with numerous non-U.S. manufacturers, principally in non-U.S. markets. At December 31, 2000, Fire Rescue Group backlog was $255.6 million compared to $246.5 million at December 31, 1999. A substantial majority of the orders in the backlog at December 31, 2000 are reasonably expected to be filled within the current fiscal year. Safety Products Group Significant subsidiaries or operations of the Safety Products Group include the Signal Products Division, Aplicaciones Tecnologicas VAMA S.A. (VAMA), Victor Industries Ltd. (Victor), Pauluhn Electric Mfg. Co., Justrite Manufacturing Company (Justrite), and Federal APD. Virtually all of these businesses have the leading position in their respective domestic markets. The group also includes a number of other business units most of which have been acquired within the past five years and which are described later below. The group's products principally consist of: (1) a variety of visual and audible warning, signaling, and communications devices used by private industry, federal, state and local governments, building contractors, police, fire and medical fleets, utilities and civil defense; (2) hazardous area lighting and communications products used by mines, petrochemical plants, offshore oil platforms and other hazardous industrial sites; (3) 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 (4) parking, revenue control, and access control equipment and systems for parking facilities, commercial businesses, bridge and pier installation and residential developments. Visual and audible warning and signaling devices include emergency vehicle warning lights, electromechanical and electronic vehicle sirens and industrial signal lights, sirens, horns, bells and solid state audible signals, audio/visual emergency warning and evacuation systems, including weather and nuclear power plant warning notification systems and industrial intercoms and communications systems. Hazardous area lighting and communications products include specialized lights, control ballasts, connectors, and microprocessor-based public address and multi-party paging systems. 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. 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. During the five-year period ending December 31, 2000, the following businesses were acquired and became part of the Safety Products Group: Principal Entity Headquarters Acquired Principal Products/Services Millbank England January 1999 Commercial and industrial communications systems Atkinson Dynamics Illinois August 1998 Industrial intercoms, communications systems Stinger Spike California September 1998 Tire deflation products for the law enforcement industry Citicomp Brazil October 1998 Parking equipment - Brazil NRL Corp. Canada November 1998 Explosion-proof lighting for land based oil and gas rigs Extec Ltd. England December 1998 Explosion-proof telephone housing Akusta IFE England October 1997 Heavy duty and explosion-proof communications equipment Pauluhn Electric Texas July 1997 Hazardous area and explosion-proof electrical products Victor England June 1996 Hazardous area industrial lighting products Warning and signaling products, which account for the principal portion of the group's business, are marketed to both industrial and governmental users. Many of the group's products are designed in accordance with various regulatory codes and standards, and meet agency approvals such as Factory Mutual (FM) and Underwriters Laboratory (UL). Products are sold to industrial customers through manufacturers' representatives who sell to approximately 1,500 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 group's independent foreign distributors or on a direct basis. Because of the large number of the group's products, the group 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 group's overall competitive position within the global market can be made. Generally, competition is intense as to all of the group's products and, as to most such products, is based on price, including competitive bidding, product reputation and performance, and product servicing. The backlog of orders of the Safety Products Group products believed to be firm at December 31, 2000 and 1999 was $18.5 million and $27.3 million, respectively. Almost all of the backlog of orders at December 31, 2000, are reasonably expected to be filled within the current fiscal year. Tool Group The Tool Group manufactures a broad range of carbide and superhard cutting tools, mold-tooling products and punches and other die components used in metal stamping operations. The carbide cutting tool operations manufacture consumable carbide and superhard insert tooling for cutoff and deep grooving metal cutting applications. These operations include Manchester Tool Company and Clapp Dico Corporation. In July 1999, the company acquired Clapp & Haney Tool Company, the leading U.S. manufacturer and marketer of polycrystalline diamond and cubic boron nitride consumable tooling. The group's smaller Dico-brand superhard cutting-tool operations were consolidated into the larger, more efficient Whitehouse, Ohio facilities in October 2000. Together these two combined operations are now referred to as Clapp Dico. In March 2000, the Tool Group acquired P.C.S. Company (P.C.S.) located in Fraser, Michigan. P.C.S. provides precision tooling, ejector pins, core pins, sleeves and accessories to the growing plastic injection mold industry. By combining selective marketing and sales functions with the die components business, the P.C.S. acquisition enhances future growth prospects for both product segments. 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. Subsidiaries of 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). During the five-year period ending December 31, 2000, 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 The acquisition of MJI provided manufacturing capabilities on the European continent and greater access to European markets while TTI complemented and broadened the operations' can and body punch product lines. During 1996, sales and revenue were also generated by Bassett Rotary Tool Company, a manufacturer of rotary carbide cutting tools, which was sold at the end of 1996. Because of the nature of and market for the group's products, competition is keen at both domestic and international levels. Many customers have some ability to produce certain products 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 group'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 group competes with several U.S. and non-U.S. manufacturers and due to the diversity of products offered, no meaningful estimate of either the number of competitors or the group's relative position within the global market can be made, although the group does believe it is a major supplier within these product lines. The group competes with numerous non-U.S. manufacturers, principally in non-U.S. markets. The order backlogs of the Tool Group as of December 31, 2000 and December 31, 1999 were $14.7 million and $13.1 million, respectively. The entire backlog of orders at December 31, 2000 is expected to be filled within the current fiscal year. Sign Group The Sign Group manufactures and markets outdoor signs, neon and displays. The group additionally provides repair services and also enters into multi-year maintenance service contracts for signs and other electrical equipment such as parking lot lights and message boards. 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 group's direct sales organization that operates from seventeen sales and manufacturing facilities located strategically throughout the continental U.S. Customers for sign products and services consist primarily of multi-location commercial businesses and large commercial and institutional developments. Some of the group'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 group is nationally a principal producer of high-end custom and custom-quantity signs. The group's marketing strategies focus on market segments to which it can provide a unique set of services. The group has multiple regional and national competitors. Competition for sign products and services is intense and competitive factors are largely quality, price, project and program management capabilities, aesthetic and design considerations, and lease/maintenance services. Total backlog at December 31, 2000, applicable to sign products and services was approximately $48.6 million compared to approximately $49.2 million at December 31, 1999. A significant part of the group's sign products and services backlog relates to sign maintenance contracts that are usually performed over three to five years. At December 31, 2000, the Sign Group had a backlog of in-service sign maintenance contracts of approximately $31.3 million compared to approximately $28.2 million at December 31, 1999. With the exception of the sign maintenance contracts, most of the backlog orders at December 31, 2000, are reasonably expected to be filled within the current fiscal year. In January 2000, the Registrant announced it is seeking buyers for the Sign Group due to the Registrant focusing on growth strategies for its other groups. The results of the Sign Group are reported as discontinued operations in the Registrant's consolidated financial statements. 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 $18.8 million in 2000, $15.8 million in 1999 and $11.9 million in 1998. Fire Rescue and Environmental Products each had sizeable increases in both 2000 and 1999. Note M - Segment and Related Information, presented in the Registrant's Annual Report to Shareholders for the year ended December 31, 2000, 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 street sweeping, outdoor warning, other municipal emergency signal products, parking systems, aerial access platform manufacturing operations and signage. 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 over 7,000 people in ongoing businesses at the close of 2000. The Registrant believes relations with its employees have been good. Item 2. Properties. As of December 31, 2000, the Registrant utilized thirty-four principal manufacturing plants located throughout North America, as well as thirteen in Europe, one in South Africa, one in South America, and one in the Far East. In addition, there were 50 sales and service/warehouse sites of which 39 were U.S.-based. In total, the Registrant devoted approximately 1,929,000 square feet to manufacturing and 1,112,000 square feet to service, warehousing and office space as of December 31, 2000. Of the total square footage, approximately 37% is devoted to the Safety Products Group, 14% to the Tool Group, 24% to the Fire Rescue Group, 17% to the Environmental Products Group and 8% to the Sign Group. Approximately 65% of the total square footage is owned by the Registrant, with the remaining 35% 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. 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. 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, 2000. 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 Q - Selected Quarterly Data (Unaudited) contained in the Annual Report to Shareholders for the year ended December 31, 2000 is incorporated herein by reference. As of March 1, 2001, there were 4,102 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, 2000 were free of any restrictions. Item 6. Selected Financial Data. Selected Financial Data contained in the Registrant's Annual Report to Shareholders for the year ended December 31, 2000 is incorporated herein by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. The Financial Review contained in the Registrant's Annual Report to Shareholders for the year ended December 31, 2000 is incorporated herein by reference. Item 7a. Qualitative and Quantitative Disclosures About Market Risk. The Financial Review caption "Market Risk Management" contained in the Registrant's Annual Report to Shareholders for the year ended December 31, 2000 is 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 Annual Report to Shareholders for the year ended December 31, 2000 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 Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on April 19, 2001 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, 2001: Joseph J. Ross, age 55, was elected Chairman, President and Chief Executive Officer in February 1990. Mr. Ross continues to serve in the capacities of Chairman and Chief Executive officer. John A. DeLeonardis, age 53, was elected Vice President-Taxes in January 1992. Duane A. Doerle, age 45, was elected Vice President-Corporate Development in July 1996. Previously, he served as Director-Corporate Development since April 1992. Henry L. Dykema, age 61, was elected as Vice President and Chief Financial Officer in January 1995. Richard G. Gibb, age 57, was elected Executive Vice President in January 1998. Previously, Mr. Gibb was President of the Safety Products Group and the Signal Products Division, having served in those capacities since April 1995 and February 1985, respectively. Andrew E. Graves, age 42, was elected President and Chief Operating Officer in February 2001. From 1994 to 1998, Mr. Graves was Vice President-Latin America for Case Corporation and from 1998 to 1999 was President of Case Capital. From 1999 to 2000, he was President of CNH Capital, a subsidiary of CNH Global, Inc., the successor company to Case Corporation and New Holland Corporation. Robert W. Racic, age 52, was elected Vice President and Treasurer in April 1984. Richard L. Ritz, age 47, was elected Vice President and Controller in January 1991. Kim A. Wehrenberg, age 49, 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 19, 2001 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 19, 2001 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 19, 2001 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 Annual Report to Shareholders for the year ended December 31, 2000 are filed as a part of this report and are incorporated by reference in Item 8: Consolidated Balance Sheets -- December 31, 2000 and 1999 Consolidated Statements of Income -- Years ended December 31, 2000, 1999 and 1998 Consolidated Statements of Comprehensive Income -- Years ended December 31, 2000, 1999 and 1998 Consolidated Statements of Cash Flows -- Years ended December 31, 2000, 1999 and 1998 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, 2000 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, filed as Exhibit (3)(a) to the Registrant's Form 10-K for the year ended December 31, 1996 is incorporated herein by reference. b. By-laws of the Registrant, incorporated herein. 4. a. Rights Agreement dated 7/9/98, filed as Exhibit (4) to the Registrant's Form 8-A dated July 28, 1998 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, 2000. 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. The amended 1996 Stock Benefit Plan, filed as Exhibit (10)(a) to the Registrant's Form 10-K for the year ended December 31, 1998 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, 1998 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. Employment agreement with Andrew E. Graves dated February 1, 2001 incorporated herein. h. 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. i. Director Deferred Compensation Plan, filed as Exhibit (10)(h) to the Registrant's Form 10-K for the year ended December 31, 1997 is incorporated herein by reference. j. Retirement Plan for Outside Directors (applies only to individuals who became a director prior to October 9, 1997), filed as Exhibit (10)(I) to the Registrant's Form 10-K for the year ended December 31, 1997 is incorporated herein by reference. 13. Annual Report to Shareholders for the year ended December 31, 2000. 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 (b) Reports on Form 8-K for the three months ended December 31, 2000 A current report on Form 8-K dated December 15, 2000 pursuant to Item 9- "Regulation FD" announced guidance for the fourth quarter of 2000 and the year 2001. (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. 33-12876, 33-22311, 33-38494, 33-41721, 33-49476, 33-14251 and 33-89509 dated April 14, 1987, June 26, 1988, December 28, 1990, July 15, 1991, June 9, 1992, October 16, 1996 and October 22, 1999, 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, Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below, as of March 30, 2001, by the following persons on behalf of the Registrant and in the capacities indicated. /s/ Henry L. Dykema /s/ Charles R. Campbell Vice President and Chief Director Financial Officer /s/ Richard L. Ritz /s/ James C. Janning Vice President and Controller Director /s/ Paul W. Jones Director /s/ James A. Lovell, Jr. Director /s/ Richard R. Thomas Director
<TABLE> <CAPTION> SCHEDULE II FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES Valuation and Qualifying Accounts For the Years Ended December 31, 2000, 1999 and 1998 <S> <C> <C> <C> <C> Deductions Additions Accounts Balance at Charged to written off Balance beginning costs and net of at end Description of year expenses recoveries of year ---------- --------- ----------- -------- Deducted from asset accounts - Allowance for doubtful accounts Year ended December 31, 2000: Manufacturing activities $2,901,000 $2,629,000 Financial service activities 976,000 683,000 --------- --------- Total $3,877,000 $881,000 $1,446,000 $3,312,000 Year ended December 31, 1999: Manufacturing activities $2,174,000 $2,901,000 Financial service activities 675,000 976,000 --------- --------- Total $2,849,000 $2,098,000 $1,070,000 $3,877,000 Year ended December 31, 1998: Manufacturing activities $2,219,000 $2,174,000 Financial service activities 520,000 675,000 --------- --------- Total $2,739,000 $1,358,000 $1,248,000 $2,849,000 </TABLE>