-----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, PM67Pkvjo6hy5txvTpImfKf0Fcg8vzlk8m6NUBPJGA82NqVoWtOTmb/NW9A+Oq+v hflMJ+G1Rm4PIRFttxwimQ== 0000093469-96-000006.txt : 19960629 0000093469-96-000006.hdr.sgml : 19960629 ACCESSION NUMBER: 0000093469-96-000006 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960627 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: PITTWAY CORP /DE/ CENTRAL INDEX KEY: 0000093469 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 135616408 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04821 FILM NUMBER: 96587018 BUSINESS ADDRESS: STREET 1: 200 S WACKER DR STE 700 CITY: CHICAGO STATE: IL ZIP: 60606-5802 BUSINESS PHONE: 3128311070 MAIL ADDRESS: STREET 1: 200 S WACKER DR STE 700 CITY: CHICAGO STATE: IL ZIP: 60606-5802 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD SHARES INC DATE OF NAME CHANGE: 19900321 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD POWER & LIGHT CORP DATE OF NAME CHANGE: 19660905 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-4821 PITTWAY CORPORATION BLUE CHIP PROFIT SHARING AND SAVINGS PLAN (Full title of the Plan) PITTWAY CORPORATION (Name of Issuer of the Securities Held Pursuant to the Plan) 200 S. Wacker Drive, Suite 700 Chicago, Illinois 60606-5802 (Address of Issuer's Principal Executive Office) REQUIRED INFORMATION Page (a) Financial Statements - financial statements 3-16 required to be filed are listed in the Index to Financial Statements attached hereto, which is incorporated herein by reference. (b) Exhibit: Number Description 23 Consent of Independent Accountants 18 2 PITTWAY CORPORATION BLUE CHIP PROFIT SHARING AND SAVINGS PLAN FINANCIAL STATEMENTS DECEMBER 31, 1995 and 1994 3 PITTWAY CORPORATION BLUE CHIP PROFIT SHARING AND SAVINGS PLAN INDEX TO FINANCIAL STATEMENTS Title Page Report of independent accountants 5 Financial statements: Statement of Net Assets Available for Benefits (with Fund Information) at December 31, 1995 6 Statement of Net Assets Available for Benefits (with Fund Information) at December 31, 1994 7 Statement of Changes in Net Assets Available for Benefits (with Fund Information) for the year ended December 31, 1995 8 Statements of Changes in Net Assets Available for Benefits (with Fund Information) for the year ended December 31, 1994 9 Notes to financial statements 10-14 Supplemental schedules: Item 27a - Schedule of Assets held for Investment Purposes at December 31, 1995 15 Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1995 16 Note: All other schedules of additional financial information required by section 2520.103-10 of Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (ERISA) have been omitted because they are not applicable. 4 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and the Administrative Committee of the Pittway Corporation Blue Chip Profit Sharing and Savings Plan In our opinion, the accompanying statements of net assets available for benefits, and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Pittway Corporation Blue Chip Profit Sharing and Savings Plan at December 31, 1995 and 1994, and the changes in the net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's Administrative Committee; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates made by the Plan's Administrative Committee, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in the supplemental schedules is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and the changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits 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/ Price Waterhouse LLP Chicago, Illinois June 21, 1996 5 PITTWAY CORPORATION BLUE CHIP PROFIT SHARING AND SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION) AT DECEMBER 31, 1995
Fidelity Fidelity Fidelity AptarGroup Pittway Fidelity Growth & Money Managed Stock Stock Magellan Income Market Income Participant Fund Fund Fund Fund Fund Fund Loans Total ASSETS Investments $2,345,262 $18,079,480 $29,293,740 $11,234,402 $17,596,508 $3,427,981 - $81,977,373 Participant loans - - - - - - $1,649,742 1,649,742 Dividends and interest receivable - 33,804 - - - - - 33,804 Contributions receivable: From participating employees - 2,689 5,961 2,910 3,256 912 - 15,728 From employer - 880 1,907 865 1,128 278 - 5,058 Net assets available for benefits $2,345,262 $18,116,853 $29,301,608 $11,238,177 $17,600,892 $3,429,171 $1,649,742 $83,681,705 The accompanying notes are an integral part of this statement. 6
PITTWAY CORPORATION BLUE CHIP PROFIT SHARING AND SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION) AT DECEMBER 31, 1994
Fidelity Fidelity Fidelity AptarGroup Pittway Fidelity Growth & Money Managed Stock Stock Magellan Income Market Income Participant Fund Fund Fund Fund Fund Fund Loans Total ASSETS Investments $2,248,484 $9,665,865 $20,793,217 $5,922,393 $14,758,061 $2,474,352 - $55,862,372 Participant loans - - - - - - $1,228,651 1,228,651 Dividends and interest receivable - 28,631 - - - - - 28,631 Contributions receivable: From participating employees - 49,067 115,309 46,349 70,172 17,925 - 298,822 From employer - 19,499 45,887 18,490 27,896 7,215 - 118,987 Net assets available for benefits $2,248,484 $9,763,062 $20,954,413 $5,987,232 $14,856,129 $2,499,492 $1,228,651 $57,537,463 The accompanying notes are an integral part of this statement. 7
PITTWAY CORPORATION BLUE CHIP PROFIT SHARING AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION) FOR THE YEAR ENDED DECEMBER 31, 1995
Fidelity Fidelity Fidelity AptarGroup Pittway Fidelity Growth & Money Managed Stock Stock Magellan Income Market Income Participant Fund Fund Fund Fund Fund Fund Loans Total Contributions: From participating employees - $1,319,096 $ 2,931,575 $ 1,385,637 $ 1,773,819 $ 589,206 - $ 7,999,333 From employer - 427,273 918,205 398,248 584,843 122,219 - 2,450,788 - 1,746,369 3,849,780 1,783,885 2,358,662 711,425 - 10,450,121 Income from investments: Dividends and interest $ 23,473 133,637 1,674,556 485,173 888,970 176,053 $ 109,105 3,490,967 Net appreciation in market value of investments 544,503 7,430,981 5,958,431 1,951,545 - - - 15,885,460 Benefits paid to participants (134,407) (473,842) (1,324,554) (339,111) (966,202) (425,310) (18,880) (3,682,306) Transfers between funds, net (336,791) (483,354) (1,811,018) 1,369,453 463,333 467,511 330,866 - Net increase in net assets available for benefits for the period 96,778 8,353,791 8,347,195 5,250,945 2,744,763 929,679 421,091 26,144,242 Net Assets available for benefits, beginning of the period 2,248,484 9,763,062 20,954,413 5,987,232 14,856,129 2,499,492 1,228,651 57,537,463 Net assets available for benefits, end of the period $2,345,262 $18,116,853 $29,301,608 $11,238,177 $17,600,892 $3,429,171 $1,649,742 $83,681,705 The accompanying notes are an integral part of this statement. 8
PITTWAY CORPORATION BLUE CHIP PROFIT SHARING AND SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION) FOR THE YEAR ENDED DECEMBER 31, 1994
Fidelity Fidelity Fidelity AptarGroup Pittway Fidelity Growth & Money Managed Stock Stock Magellan Income Market Income Participant Fund Fund Fund Fund Fund Fund Loans Total Contributions: From participating employees - $ 774,437 $ 2,696,030 $1,028,923 $ 1,679,601 $ 326,680 - $ 6,505,671 From employer - 246,557 721,082 264,082 500,036 97,843 - 1,829,600 - 1,020,994 3,417,112 1,293,005 2,179,637 424,523 - 8,335,271 Income from investments: Dividends and interest $ 21,210 99,294 793,778 404,580 565,457 112,735 $ 51,575 2,048,629 Net appreciation (depreciation) in market value of investments 704,232 1,567,953 (1,190,658) (289,702) - - - 791,825 Benefits paid to participants (55,344) (147,977) (766,649) (239,775) (1,073,722) (50,393) (25,326) (2,359,186) Transfers between funds, net (663,978) 2,226,688 (901,360) 94,628 (1,929,870) 801,803 372,089 - Net increase (decrease) in net assets available for benefits for the period 6,120 4,766,952 1,352,223 1,262,736 (258,498) 1,288,668 398,338 8,816,539 Net assets available for benefits, beginning of the period 2,242,364 4,996,110 19,602,190 4,724,496 15,114,627 1,210,824 830,313 48,720,924 Net assets available for benefits, end of the period $2,248,484 $9,763,062 $20,954,413 $5,987,232 $14,856,129 $2,499,492 $1,228,651 $57,537,463 The accompanying notes are an integral part of this statement. 9
PITTWAY CORPORATION BLUE CHIP PROFIT SHARING AND SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF THE PLAN: The Pittway Corporation Blue Chip Profit Sharing and Savings Plan (the "Plan") covers eligible full-time employees of Pittway Corporation and certain of its subsidiaries (the "Company" or the "Employer"). The Plan is administered by a committee appointed by the Company. An employee becomes eligible to participate on the first day of each calendar quarter after the completion of one year of service. Participation is elected by authorizing employee earnings contributions to the plan. Contributions could be of not less than 1 percent and not more than 15 percent of earnings (subject to Internal Revenue Service limitations). Participants' earnings are generally defined as total compensation for services rendered to a participating Employer. Participants may elect to suspend their contributions at any time. Eligible employees will not share in any Employer contributions for any period in which they voluntarily suspend their contributions or do not participate in the Plan. Active participation can be elected again on the next regular enrollment date. The amount of Employer contributions is determined annually for each separate participating Employer. Such contributions are computed as a matching percentage of each participant's contribution within specified limits. The investment funds available to participants are the Pittway Stock Fund, Fidelity Magellan Fund, Fidelity Money Market Fund, the Fidelity Growth and Income Fund and the Fidelity Managed Income Fund. In April 1993, the AptarGroup Stock Fund was established when the Company spun off its Seaquist Group into a separate company called AptarGroup, Inc. and distributed one share of AptarGroup, Inc. common stock for each share of Pittway Class A Stock held. Any dividends paid on the AptarGroup Stock Fund are transferred and reinvested in the Pittway Stock Fund. A participant may elect to transfer certain portions of his or her account in the Plan from one fund to another up to twelve times per year subject to certain restrictions. Each participant is fully vested in his or her contributions at all times. Vesting of the Employer contribution occurs at the rate of 20 percent per 10 year on a cumulative basis for each year of service with a participating Employer. Forfeitures of nonvested amounts occur when a participant terminates employment for any reason other than retirement after age 65, death, or disability. Upon withdrawal from the Plan, the participant will receive the amount of his or her contributions plus the vested portion of his or her Employer contributions. Forfeited amounts are used to reduce future contributions of the Employer. Fidelity Management Trust Company is the trustee of the plan investments in the Fidelity Magellan Fund, Fidelity Growth & Income Fund, Fidelity Money Market Fund and Fidelity Managed Income Fund. CTC Illinois Trust Company, a subsidiary of The Bank of New York Company, Inc., is the trustee of the plan investments in the AptarGroup Stock Fund and the Pittway Stock Fund. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of accounting The financial statements of the Plan have been prepared on the accrual basis of accounting. Certain prior year amounts in the statement of changes in net assets available for benefits have been reclassified to conform to the current year classification. Investments The AptarGroup Stock Fund and Pittway Stock Fund invest in shares of AptarGroup, Inc. common stock and Pittway Corporation Class A stock, respectively. The Fidelity Magellan Fund is an open end mutual fund that invests in the stocks of both well-known and lesser-known foreign and domestic companies. The Fidelity Growth and Income Fund is an open end mutual fund that invests in common stocks, securities convertible into common stocks, preferred stocks and fixed-income securities. The Fidelity Money Market Fund is an open end mutual fund that invests in obligations issued or guaranteed as to principal and interest by the U.S. Government. The Fidelity Managed Income Fund is a pooled investment fund that invests in high-quality, short and long term investment contracts, bank investment contracts, short-term money market instruments and debt obligations issued by one institution and insured by another as to the payment of principal at maturity. Investments in the AptarGroup Stock Fund and Pittway Stock Fund are valued at quoted market prices. Investments in the Fidelity Magellan Fund and Fidelity Growth and Income Fund are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. Investments in the Fidelity Money Market Fund and Fidelity Managed Income Fund are stated at fair value as determined by the trustee. Participant loans are valued at cost which approximates market value. 11 Purchases and sales of securities, including related gains and losses, are recorded as of the trade date. Interest income is recorded when earned. Dividend income is recorded on the ex-dividend date. The cost of securities sold is determined on an average cost basis. In accordance with regulatory requirements for the Plan's Form 5500, the cost of securities sold is determined based on the fund price at the beginning of the plan year. This treatment results in a difference in realized and unrealized appreciation or depreciation between the Plan's Form 5500 and the financial statements. Participant loans The Plan provides that a participant may, for reasons of financial hardship, borrow from the Plan an amount of at least $1000 and not to exceed 50 percent of the participant's vested account balance. Each participant loan is evidenced by a note and is considered an investment of that participant's account. Accordingly, principal and interest payments are credited to the respective participant's account. Each participant note carries an interest rate equal to the prime rate plus one percent on the date of the loan, and repayment occurs through payroll withholding over a period not to exceed 54 months. Loan proceeds are withdrawn from the participant's account on a defined source and fund hierarchy. Loan repayments are applied to funds based on the most recent fund election percentage designated by the participant. This activity is reflected within net transfers between funds. All loan fees are paid by participants and netted against loan interest income. Contributions Employer and employee contributions are invested monthly directly in appropriate funds based on the most recent fund election percentage designated by the participant. Benefit payment obligations Benefit payment obligations to terminated employees at year-end are not presented as a liability in the Statements of Net Assets Available for Benefits or as benefit payments in the Statements of Changes in Net Assets Available for Benefits with Fund Information. This treatment results in a difference between the Plan's Form 5500 and the financial statements. The following is a reconciliation of net assets available for benefits per the financial statements and the Form 5500: 12 December 31, 1995 1994 Net assets available for benefits per the financial statements $83,681,705 $57,537,463 Amounts allocated to withdrawing participants (430,996) (697,164) Net assets available for benefits per Form 5500 $83,250,709 $56,840,299 Trustee and administrative expenses Expenses incurred in the administration of the Plan are paid by the Company. NOTE 3 - PARTY-IN-INTEREST TRANSACTIONS: Party-in-interest transactions consisted of loans made to participants and investments in the Pittway Stock Fund and AptarGroup Stock Fund. Stock in the Pittway Stock Fund is acquired on the open market at fair market value on the date purchased. Party-in-interest transactions also consist of the investments in the Fidelity Funds as Fidelity is the trustee of the plan. NOTE 4 - FEDERAL INCOME TAX STATUS: The Company has received a favorable determination from the Internal Revenue Service by letter dated May 22, 1995, that the Plan, as amended, is designed in accordance with section 401(a) of the Internal Revenue Code (IRC). The Trust has been determined to be exempt from taxation under Section 501(a). The Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. NOTE 5 - AMENDMENT AND TERMINATION OF PLAN: The Plan may be amended at any time by the Company. However, no amendment may adversely affect the current rights of the participants in the Plan with respect to contributions made prior to the date of the amendment. Employer contributions may be discontinued and the Company may terminate the Plan at any time. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) applicable to defined contribution plans. Since the Plan provides for an individual account for each participant and 13 for benefits based solely on the amount contributed to the participant's account and any income, expenses, gains and losses attributed thereto, its benefits are not insured by the Pension Benefit Guaranty Corporation pursuant to Title IV of ERISA. NOTE 6 - INVESTMENTS: The cost and market value of investments at December 31, 1995 and 1994 were as follows: Market Number 1995 Cost Value of Shares AptarGroup, Inc. Common Stock $ 824,268 $ 2,345,262 62,749 Pittway Corp. Class A Stock 7,901,584 18,079,480 266,856 Fidelity Magellan Fund 24,506,821 29,293,740 340,704 Fidelity Growth & Income Fund 9,490,752 11,234,402 415,320 Fidelity Money Market Fund 17,596,509 17,596,508 17,596,509 Fidelity Managed Income Portfolio 3,427,981 3,427,981 3,427,981 $63,747,915 $81,977,373 1994 AptarGroup, Inc. Common Stock $ 1,035,435 $ 2,248,484 78,208 Pittway Corp. Class A Stock 5,745,372 9,665,865 240,146 Fidelity Magellan Fund 21,270,462 20,793,217 311,276 Fidelity Growth & Income Fund 6,011,988 5,922,393 280,815 Fidelity Money Market Fund 14,758,061 14,758,061 14,758,061 Fidelity Managed Income Portfolio 2,474,352 2,474,352 2,474,352 $51,295,670 $55,862,372 14 PITTWAY CORPORATION BLUE CHIP PROFIT SHARING AND SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1995
Par Value/ Interest Security Description Share Cost Market Value Rate AptarGroup, Inc. Common Stock * 62,749 $ 824,268 $ 2,345,262 Pittway Corp. Class A Stock * 266,856 7,901,584 18,079,480 Fidelity Magellan Fund * 340,704 24,506,821 29,293,740 Fidelity Growth & Income Fund * 415,320 9,490,752 11,234,402 Fidelity Money Market Fund * 17,596,509 17,596,509 17,596,508 Fidelity Managed Income Portfolio * 3,427,981 3,427,981 3,427,981 Participant Loans * - 1,649,742 1,649,742 7.0% - 11.0% Total Assets Held for Investment $65,397,657 $83,627,115 * Party-in-interest. 15
PITTWAY CORPORATION BLUE CHIP PROFIT SHARING AND SAVINGS PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 AGGREGATED 5% SECURITY TRANSACTIONS BY ISSUE
Number of Purchase Selling Cost of Market Value Net Gain Security Description Transactions Price Price Asset of Asset or (Loss) Pittway Corp. Class A Stock: * Acquisitions 110 $4,248,340 $4,248,340 $4,248,340 Dispositions 46 $3,265,712 $2,092,127 $3,265,712 $1,173,585 Fidelity Magellan Fund: * Acquisitions 200 $7,930,148 $7,930,148 $7,930,148 Dispositions 116 $5,388,054 $4,693,788 $5,388,054 $ 694,266 Fidelity Growth & Income Fund: * Acquisitions 179 $4,947,974 $4,947,974 $4,947,974 Dispositions 85 $1,587,510 $1,469,210 $1,587,510 $ 118,300 Fidelity Money Market Fund: * Acquisitions 164 $6,557,335 $6,557,335 $6,557,335 Dispositions 139 $3,718,887 $3,718,887 $3,718,887 - Fidelity Managed Income Portfolio: * Acquisitions 143 $2,629,860 $2,629,860 $2,629,860 Dispositions 82 $1,676,231 $1,676,231 $1,676,231 - * Party-in-interest. 16
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. PITTWAY CORPORATION BLUE CHIP PROFIT SHARING AND SAVINGS PLAN BY: /s/ Paul R. Gauvreau Paul R. Gauvreau Member of Plan Administrative Committee Date: June 27, 1996 17 EX-23 2 EXHIBIT 23 PITTWAY CORPORATION DECEMBER 31, 1995 FORM 11-K CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-35168) of Pittway Corporation of our report dated June 21, 1996 appearing on page 5 of this Form 11-K. /s/ Price Waterhouse LLP Price Waterhouse LLP Chicago, Illinois June 27, 1996 18 -----END PRIVACY-ENHANCED MESSAGE-----