-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A1iwJlC9PQl+a4h9wRwEri+cU8hFv4YnY5c2dEgjWrizIhyD69rQq/ns7vdw5NCw RraSNRoHa2fmyp3qX1kvMw== 0000950152-98-006904.txt : 19980819 0000950152-98-006904.hdr.sgml : 19980819 ACCESSION NUMBER: 0000950152-98-006904 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980817 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCOTT TECHNOLOGIES INC CENTRAL INDEX KEY: 0000720032 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 521297376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-12558 FILM NUMBER: 98693191 BUSINESS ADDRESS: STREET 1: 5875 LANDERBROOK DR STREET 2: STE 250 CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 BUSINESS PHONE: 4404461333 MAIL ADDRESS: STREET 1: 5875 LANDERBROOK DR STREET 2: STE 250 CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 FORMER COMPANY: FORMER CONFORMED NAME: FIGGIE INTERNATIONAL INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIGGIE INTERNATIONAL HOLDINGS INC DATE OF NAME CHANGE: 19870112 11-K 1 SCOTT TECHNOLOGIES 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]. For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from _____________ to ______________ Commission file number 0-8591 ------ A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Figgie International Inc. 401(k) Saving Plan for Bargaining Unit Employees B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Figgie International Inc., 4420 Sherwin Road. Willoughby. Ohio 44094. 2 ARTHUR ANDERSEN LLP FIGGIE INTERNATIONAL INC. 401(k) SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES FINANCIAL STATEMENTS AS OF DECEMBER 31, 1997 TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 3 ARTHUR ANDERSEN LLP REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Trustees of the Figgie International Inc. 401(k) Savings Plan for Bargaining Unit Employees: We have audited the accompanying statement of net assets available for plan benefits of the Figgie International Inc. 401(k) Savings Plan for Bargaining Unit Employees (the Plan) as of December 31, 1997, and the related statement of changes in net assets available for plan benefits for the period then ended as listed in the accompanying index. These financial statements and schedules referred to below are the responsibility of the Plan's trustees. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan's trustees, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1997 and the changes in its net assets available for plan benefits for the period then ended in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes (Exhibit 1) as of December 31, 1997 and schedule of reportable transactions (Exhibit 2) for the period ended December 31, 1997, are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. /s/ Arthur Andersen LLP Cleveland, Ohio, July 28, 1998. 4 FIGGIE INTERNATIONAL INC. ------------------------- 401(k) SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES ------------------------------------------------- DECEMBER 31, 1997 ----------------- INDEX ----- Statement of Net Assets Available for Plan Benefits as of December 31, 1997 Statement of Changes in Net Assets Available for Plan Benefits for the Period Ended December 31, 1997 Notes to Financial Statements Exhibit 1 - Item 27a--Schedule of Assets Held for Investment Purposes as of December 31, 1997 Exhibit 2 - Item 27d--Schedule of Reportable Transactions for the Period Ended December 31, 1997 5 FIGGIE INTERNATIONAL INC. ------------------------- 401(k) SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES ------------------------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS --------------------------------------------------- AS OF DECEMBER 31 1997 ----------------------
Chase DSI Oppenheimer PIC Principal Bond FPA Disciplined Quest PBHG Small IVY Preservation Fund of Crescent Value Opportunity Growth Company International Fund America Fund Portfolio Value Fund Fund Portfolio Fund -------- -------- -------- -------- -------- -------- -------- -------- ASSETS: Cash and cash equivalents $ - $ - $ - $ - $ 12 $ - $ - $ - Investments at market value 1,202 4,271 13,234 16,172 18,920 12,259 9,337 17,312 Accrued interest income - 26 - - - - - 229 -------- -------- -------- -------- -------- -------- -------- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 1,202 $ 4,297 $ 13,234 $ 16,172 $ 18,932 $ 12,259 $ 9,337 $ 17,541 ======== ======== ======== ======== ======== ======== ======== ======== Figgie Figgie International International Conservative Moderate Aggressive Class A Class B Lifestyle Lifestyle Lifestyle Fund Fund Fund Fund Fund Total -------- -------- -------- -------- -------- -------- ASSETS: Cash and cash equivalents $ - $ - $ - $ - $ - $ 12 Investments at market value 1,464 1,095 2,138 36,670 28,945 163,019 Accrued interest income - - - - - 255 -------- -------- -------- -------- -------- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 1,464 $ 1,095 $ 2,138 $ 36,670 $ 28,945 $163,286 ======== ======== ======== ======== ======== ========
The accompanying notes to financial statements are an integral part of this statement. 6 FIGGIE INTERNATIONAL INC. ------------------------- 401(k) SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES ------------------------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS -------------------------------------------------------------- FOR THE PERIOD ENDED DECEMBER 31, 1997 --------------------------------------
Chase DSI Oppenheimer PIC Principal Bond FPA Disciplined Quest PBHG Small IVY Preservation Fund of Crescent Value Opportunity Growth Company International Fund America Fund Portfolio Value Fund Fund Portfolio Fund -------- -------- -------- -------- -------- -------- -------- -------- ADDITIONS: Contributions- Employee $ 1,202 $ 3,924 $ 12,690 $ 15,553 $ 18,029 $ 11,707 $ 9,061 $ 17,296 Rollover - 327 327 682 682 682 682 682 Investment Income - 40 374 2,085 515 - - 229 Net unrealized appreciation of investments - 6 - - - - - - Total additions 1,202 4,297 13,391 18,320 19,226 12,389 9,743 18,207 DEDUCTIONS: Benefits paid to participants - - - - - - - - Net unrealized depreciation of investments - - 157 2,148 294 130 406 666 -------- -------- -------- -------- -------- -------- -------- -------- Total deductions - - 157 2,148 294 130 406 666 -------- -------- -------- -------- -------- -------- -------- -------- Net additions 1,202 4,297 13,234 16,172 18,932 12,259 9,337 17,541 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of period - - - - - - - - -------- -------- -------- -------- -------- -------- -------- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of period $ 1,202 $ 4,297 $ 13,234 $ 16,172 $ 18,932 $ 12,259 $ 9,337 $ 17,541 ======== ======== ======== ======== ======== ======== ======== ======== Figgie Figgie International International Conservative Moderate Aggressive Class A Class B Lifestyle Lifestyle Lifestyle Fund Fund Fund Fund Fund Total -------- -------- -------- -------- -------- -------- ADDITIONS: Contributions- Employee $ 1,558 $ 1,041 $ 2,096 $ 36,126 $ 30,234 $160,517 Rollover - 164 - - - 4,228 Investment Income - - 83 2,291 1,057 6,674 Net unrealized appreciation of investments - - - - - 6 Total additions 1,558 1,205 2,179 38,147 31,291 171,425 DEDUCTIONS: Benefits paid to participants - - - - 511 511 Net unrealized depreciation of investments 94 110 41 1,747 1,835 7,628 -------- -------- -------- -------- -------- -------- Total deductions 94 110 41 1,747 2,346 8,139 -------- -------- -------- -------- -------- -------- Net additions 1,464 1,095 2,138 36,670 28,945 163,286 NET ASSETS AVAILABLE FOR PLAN BENEFITS, beginning of period - - - - - - -------- -------- -------- -------- -------- -------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, end of period $ 1,464 $ 1,095 $ 2,138 $ 36,670 $ 28,945 $163,286 ======== ======== ======== ======== ======== ========
The accompanying notes to financial statements are an integral part of this statement. 7 FIGGIE INTERNATIONAL, INC. -------------------------- 401(k) SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES ------------------------------------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- DECEMBER 31, 1997 ----------------- 1. SUMMARY OF THE PLAN: -------------------- The Figgie International Inc. 401(k) Savings Plan for Bargaining Unit Employees (the Plan) was established on July 1, 1997, to provide retirement benefits to bargaining unit employees (and their beneficiaries) of certain participating divisions and subsidiaries of Figgie International Inc. (the Company). The Plan is a defined contribution pension plan. The Plan provides that the Company shall have the right to amend or terminate the Plan at any time. Upon termination of the Plan, the assets then remaining in the Plan shall be allocated and distributed to participants in accordance with the terms and provisions of Section 4044 of ERISA, as amended. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: ------------------------------------------- Basis of Accounting - ------------------- The accompanying statement of net assets available for plan benefits and statement of changes in net assets available for plan benefits are prepared on the accrual basis of accounting. Net appreciation (depreciation) in fair value and net realized gains (losses) on sale of investments for 1997 were calculated based on the fair value of the investments at the purchase price. Accounting Estimates - -------------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reportable Transactions - ----------------------- The Department of Labor defines reportable transactions as those transactions or series of transactions which exceed 5% of beginning net assets. All transactions which exceed the threshold are included in Exhibit 2. Contributions - ------------- Participants are eligible to contribute up to 15% of their salary based upon their eligible earnings, as defined, subject to the limits of the Internal Revenue Code. Contributions due from employees are accrued when they are withheld. There are no employer contributions. 8 -2- Participants direct their contributions in 5% increments between the eight funds and two Company stock funds. However, a participant's investment in Company stock funds may not exceed, in aggregate, 25% of the participant's total contribution percentage. Participants may also choose one of three Lifestyle options in which allocations are automatically selected for the participants. The Conservative Lifestyle option automatically becomes the investment choice for any plan participant who does not submit an enrollment form which includes a valid investment direction. The Plan offers a telephone voice response system which allows participants to change allocations and contribution percentages on a daily basis. Investment Income - ----------------- Investment income includes dividend and interest income earned during the year, as well as net gains and losses realized by dispositions of investments. Retirement - ---------- The Plan provides that the accrued benefit of a participant is nonforfeitable if such participant is employed by the Company on or after the normal retirement date. Each participant who ceases to be employed by the Company for any reason, other than death, on or after the normal retirement date shall be entitled to receive a normal retirement benefit. The normal retirement benefit is equal to the participant's accrued benefit as of the date of the distribution. Participant Loans - ----------------- The Plan allows participants to take loans from their account balance. A participant can borrow up to the lesser of 50% of their vested account balance or $50,000. The minimum loan requested amounts is $1,000. Participants can have one outstanding loan at a time and loans can be requested for any reason. The interest rate is prime rate plus one percentage point. There were no outstanding loans as of December 31, 1997. 3. FEDERAL INCOME TAXES: --------------------- In the opinion of the Plan's Administrator, the Plan qualifies under Section 401(a) of the Internal Revenue Code and is, therefore, not subject to tax under present income tax laws. Accordingly, income taxes have not been provided for in the accompanying financial statements. A favorable determination as to the Plan's tax-exempt status has not yet been received for the Plan. 4. SUBSEQUENT EVENT: ----------------- Subsequent to December 31, 1997, the Company changed its name from Figgie International Inc. to Scott Technologies Inc. The name change does not affect the aspects of the Plan. 9 EXHIBIT 1 FIGGIE INTERNATIONAL INC. ------------------------- 401(k) SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES ------------------------------------------------- ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES --------------------------------------------------------- AS OF DECEMBER 31, 1997 ----------------------- EMPLOYER IDENTIFICATION NUMBER: 52-1297376 ------------------------------------------ PLAN NUMBER: 024 ----------------
Fair Identity of Issue and Description Cost Value - ---------------------------------------------- -------- --------- Chase Principal Preservation Fund $ 1,202 $ 1,202 Bond Fund of America 4,266 4,271 FPA Crescent Fund 13,392 13,234 DSI Disciplined Value Portfolio 18,324 16,172 Oppenheimer Quest Opportunity Value Fund 19,215 18,920 PBHG Growth Fund 12,378 12,259 PIC Small Company Portfolio 9,738 9,337 IVY International Fund 17,978 17,312 Figgie International Class A Fund 1,559 1,464 Figgie International Class B Fund 1,207 1,095 Conservative Lifestyle Fund: Chase Principal Preservation Fund 838 838 FPA Crescent Fund 432 426 DSI Disciplined Value Portfolio 244 209 BHM&S Bond Portfolio 665 665 Moderate Lifestyle Fund: FPA Crescent Fund 14,876 14,688 DSI Disciplined Value Portfolio 12,300 10,790 PBHG Growth Fund 3,612 3,563 BHM&S Bond Portfolio 7,626 7,629 Aggressive Lifestyle Fund: DSI Disciplined Value Portfolio 6,747 5,917 PBHG Growth Fund 7,430 7,329 PLC Small Company Portfolio 8,915 8,495 MJI International Equity Portfolio 7,675 7,204 -------- -------- $170,619 $163,019 ======== ========
The accompanying notes to financial statements are an integral part of this exhibit. 10 EXHIBIT 2 FIGGIE INTERNATIONAL INC. ------------------------- 401(k) SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES ------------------------------------------------- ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS --------------------------------------------- FOR THE PERIOD ENDED DECEMBER 31, 1997 -------------------------------------- EMPLOYER IDENTIFICATION NUMBER: 52-1297376 ------------------------------------------ PLAN NUMBER: 024 ----------------
Current Value of Purchase Selling Cost of Asset on Net Identity of Party Involved Price Price Asset Transaction Date Loss - --------------------------------------- -------- ------------ ------------ ------------------ ------- Employee Benefit Short-term Money Market Fund (63 transactions) $91,073 $ - $91,073 $91,073 $ - Chase Principal Preservation Fund (47 transactions) 1,949 - 1,949 1,949 - Bond Fund of America (30 transactions) 4,266 - 4,266 4,266 - FPA Crescent Fund (87 transactions) 28,700 - 28,700 28,700 - DSI Disciplined Value Portfolio (117 transactions) 37,718 - 37,718 37,718 - Oppenheimer Quest Opportunity Value Fund (30 transactions) 19,215 - 19,215 19,215 - PBHG Growth Fund (76 transactions) 22,314 - 22,314 22,314 - PIC Small Company Portfolio (53 transactions) 18,808 - 18,808 18,808 - IVY International Fund (27 transactions) 17,978 - 17,978 17,978 - Figgie International Class A Fund (22 transactions) 1,328 - 1,328 1,328 - Figgie International Class B Fund (24 transactions) 1,117 - 1,117 1,117 -
11 -2-
Current Value of Purchase Selling Cost of Asset on Net Identity of Party Involved Price Price Asset Transaction Date Loss - ------------------------------------------- --------- -------- --------- ----------------- ------ BHM&S Bond Portfolio (56 transactions) $ 8,267 $ - $ 8,267 $ 8,267 $ - MJI International Equity Portfolio (29 transactions) 7,811 - 7,811 7,811 - Employee Benefit Short-term Money Market Fund (61 transactions) - 90,926 90,926 90,926 - DSI Disciplined Value Portfolio (1 transaction) - 102 103 102 (1) PBHG Growth Fund (1 transaction) - 128 128 128 - PIC Small Company Portfolio (1 transaction) - 153 155 153 (2) MJI International Equity Portfolio (1 transaction) - 128 136 128 (8)
The accompanying notes to financial statements are an integral part of this exhibit. 12 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. FIGGIE INTERNATIONAL INC. 401(k) SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES By: Wilmington Trust Company, Trustee /s/ Linda Bailey Date: August 14, 1998 ----------------------------------------------- Linda Bailey, Senior Financial Services Officer 13 EXHIBIT INDEX 23.1 Consent of Arthur Andersen LLP EX-23.1 2 EXHIBIT 23.1 1 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our reports included in this Form 11-K, into the Company's previously filed Registration Statements File No. 333-38175. ARTHUR ANDERSEN LLP Cleveland, Ohio August 12, 1998. -----END PRIVACY-ENHANCED MESSAGE-----