-----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, S+AtbOHx2C2wlv7PxSL/RYmqLRB6NInxSXTnht8frCmfkUBHtAKlE9JIMFq23t1y stDdpaZ6aN1wcU8ZlVI4Bg== 0000093469-98-000004.txt : 19980626 0000093469-98-000004.hdr.sgml : 19980626 ACCESSION NUMBER: 0000093469-98-000004 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980625 SROS: NYSE 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: SEC FILE NUMBER: 001-04821 FILM NUMBER: 98654278 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, 1997 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 3-17 required to be filed are listed in the Index to Financial Statements attached hereto, which is incorporated herein by reference. (b) Signatures 18 (c) Exhibit: Number Description 23 Consent of Independent Accountants 19 2 PITTWAY CORPORATION BLUE CHIP PROFIT SHARING AND SAVINGS PLAN FINANCIAL STATEMENTS DECEMBER 31, 1997 and 1996 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, 1997 6 Statement of Net Assets Available for Benefits (with Fund Information) at December 31, 1996 7 Statement of Changes in Net Assets Available for Benefits (with Fund Information) for the year ended December 31, 1997 8 Statements of Changes in Net Assets Available for Benefits (with Fund Information) for the year ended December 31, 1996 9 Notes to Financial Statements 10-15 Supplemental schedules: Item 27a - Schedule of Assets held for Investment Purposes at December 31, 1997 16 Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1997 17 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, 1997 and 1996, 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 management, 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 12, 1998 5 PITTWAY CORPORATION BLUE CHIP PROFIT SHARING AND SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION) AT DECEMBER 31, 1997
Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity Diversified Fidelity Growth & Market Emerging Money Managed International Magellan Income Index Growth Market Income Fund Fund Fund Fund Fund Fund Fund ASSETS Investments $1,990,946 $33,580,413 $25,433,574 $2,289,081 $2,671,536 $17,464,277 $3,817,319 Participant loans - - - - - - - Dividends receivable - - - - - - - Contributions receivable: From participating employees 1,020 9,920 8,346 1,366 1,783 5,311 1,624 From employer 340 3,637 2,895 486 584 1,601 568 Net assets available for benefits $1,992,306 $33,593,970 $25,444,815 $2,290,933 $2,673,903 $17,471,189 $3,819,511 AptarGroup Pittway Stock Stock Participant Fund Fund Loans Total ASSETS Investments $2,984,156 $37,734,016 - $127,965,318 Participant loans - - $3,603,723 3,603,723 Dividends receivable - 49,863 - 49,863 Contributions receivable: From participating employees - 8,566 - 37,936 From employer - 3,158 - 13,269 Net assets available for benefits $2,984,156 $37,795,603 $3,603,723 $131,670,109 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, 1996 Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity Diversified Fidelity Growth & Market Emerging Money Managed International Magellan Income Index Growth Market Income Fund Fund Fund Fund Fund Fund Fund ASSETS Investments $1,082,637 $26,893,927 $17,708,679 $596,169 $1,361,302 $16,365,830 $3,710,371 Participant loans - - - - - - - Dividends and interest receivable - - - - - - - Contributions receivable: From participating employees 869 15,808 11,788 598 1,575 9,778 2,444 From employer 294 6,298 4,241 252 546 3,863 945 Net assets available for benefits $1,083,800 $26,916,033 $17,724,708 $597,019 $1,363,423 $16,379,471 $3,713,760
AptarGroup Pittway Stock Stock Participant Fund Fund Loans Total ASSETS Investments $1,973,496 $27,429,823 - $97,122,234 Participant loans - - $2,297,273 2,297,273 Dividends and interest receivable - 44,587 - 44,587 Contributions receivable: From participating employees - 11,462 - 54,322 From employer - 4,555 - 20,994 Net assets available for benefits $1,973,496 $27,490,427 $2,297,273 $99,539,410 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, 1997
Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity Diversified Fidelity Growth & Market Emerging Money Managed International Magellan Income Index Growth Market Income Fund Fund Fund Fund Fund Fund Fund Contributions: From participating employees $ 328,620 $ 2,594,655 $ 2,408,080 $ 339,914 $ 534,411 $ 1,516,042 $ 452,397 From employer 82,107 881,982 710,632 86,389 126,039 529,659 143,521 410,727 3,476,637 3,118,712 426,303 660,450 2,045,701 595,918 Income from investments: Dividends and interest 71,443 2,145,907 1,145,327 60,292 524,335 886,325 227,318 Net appreciation (depreciation) in market value of investments 160,196 4,874,044 4,619,774 318,609 (186,466) - - Benefits paid to participants (138,373) (1,424,742) (1,174,685) (124,716) (20,527) (1,488,160) (315,703) Transfers between funds, net 404,513 (2,393,909) 10,979 1,013,426 332,688 (352,148) (401,782) Net increase in net assets available for benefits for the period 908,506 6,677,937 7,720,107 1,693,914 1,310,480 1,091,718 105,751 Net assets available for benefits, beginning of the period 1,083,800 26,916,033 17,724,708 597,019 1,363,423 16,379,471 3,713,760 Net assets available for benefits, end of the period $1,992,306 $33,593,970 $25,444,815 $2,290,933 $2,673,903 $17,471,189 $3,819,511 AptarGroup Pittway Stock Stock Participant Fund Fund Loans Total Contributions: From participating employees - $ 2,451,886 - $10,626,005 From employer - 786,292 - 3,346,621 - 3,238,178 - 13,972,626 Income from investments: Dividends and interest $ 16,483 175,870 $ 210,330 5,463,630 Net appreciation (depreciation) in market value of investments 1,117,088 8,369,782 - 19,273,027 Benefits paid to participants (75,537) (1,679,782) (136,359) (6,578,584) Transfers between funds, net (47,374) 201,128 1,232,479 - Net increase in net assets available for benefits for the period 1,010,660 10,305,176 1,306,450 32,130,699 Net assets available for benefits, beginning of the period 1,973,496 27,490,427 2,297,273 99,539,410 Net assets available for benefits, end of the period $2,984,156 $37,795,603 $3,603,723 $131,670,109 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, 1996
Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity Diversified Fidelity Growth & Market Emerging Money Managed International Magellan Income Index Growth Market Income Fund Fund Fund Fund Fund Fund Fund Contributions: From participating employees $ 92,662 $ 2,844,554 $ 1,858,389 $ 43,903 $ 140,543 $ 1,728,443 $ 441,999 From employer 15,867 902,747 545,191 14,705 31,357 513,437 129,705 108,529 3,747,301 2,403,580 58,608 171,900 2,241,880 571,704 Income from investments: Dividends and interest 35,160 4,497,428 829,886 6,534 16,366 838,735 176,506 Net appreciation (depreciation) in market value of investments 38,515 (1,541,004) 1,845,079 42,414 34,713 - - Benefits paid to participants (1,478) (1,758,211) (1,347,635) (11,237) (151) (2,161,224) (390,193) Transfers between funds, net 903,074 (7,331,089) 2,755,621 500,700 1,140,595 (2,140,812) (73,428) Net increase (decrease) in net assets available for benefits for the period 1,083,800 (2,385,575) 6,486,531 597,019 1,363,423 (1,221,421) 284,589 Net assets available for benefits, beginning of the period - 29,301,608 11,238,177 - - 17,600,892 3,429,171 Net assets available for benefits, end of the period $1,083,800 $26,916,033 $17,724,708 $597,019 $1,363,423 $16,379,471 $3,713,760 AptarGroup Pittway Stock Stock Participant Fund Fund Loans Total Contributions: From participating employees - $ 1,838,674 - $8,989,167 From employer - 604,760 - 2,757,769 - 2,443,434 - 11,746,936 Income from investments: Dividends and interest $ 16,480 168,450 $ 147,215 6,732,760 Net appreciation (depreciation) in market value of investments (130,224) 4,145,382 - 4,434,875 Benefits paid to participants (94,198) (1,148,101) (144,438) (7,056,866) Transfers between funds, net (163,824) 3,764,409 644,754 - Net increase (decrease) in net assets available for benefits for the period (371,766) 9,373,574 647,531 15,857,705 Net assets available for benefits, beginning of the period 2,345,262 18,116,853 1,649,742 83,681,705 Net assets available for benefits, end of the period $1,973,496 $27,490,427 $2,297,273 $99,539,410 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 in the Plan is elected by authorizing contributions of 1 to 15 percent of the employee's pretax 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 addition, three funds, the Fidelity Market Index Fund, the Fidelity Emerging Growth Fund and the Fidelity Diversified International Fund, were added in June 1996. 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. 10 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 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, Fidelity Managed Income Fund, Fidelity Market Index Fund, Fidelity Emerging Growth Fund and Fidelity Diversified International Fund. Effective October 1, 1996, The Northern Trust Company became the trustee of the plan investments in the AptarGroup Stock Fund and the Pittway Stock Fund. Prior to that date, CTC Illinois Trust Company, a subsidiary of The Bank of New York Company, Inc., was the trustee of these investments. 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. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. 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 a mutual fund that primarily invests in the common stocks of broadly diversified foreign and domestic companies. The Fidelity Growth and Income Fund is a mutual fund that primarily invests in foreign and domestic stocks. The Fidelity Money Market Fund is a money market 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 11 by one institution and insured by another as to the payment of principal at maturity. The Fidelity Market Index Fund is a mutual fund that invests primarily in stocks that are included in the Standard & Poor's Index of 500 stocks and in other securities that are based on the value of the index. The Fidelity Emerging Growth Fund is a mutual fund which invests in stocks of small and medium-sized developing companies. The Fidelity Diversified International Fund is a mutual fund which invests primarily in foreign stocks that are included in the Morgan & Stanley EAFE Index. Investments in the AptarGroup Stock Fund and Pittway Stock Fund are valued at quoted market prices. Investments in the Fidelity Magellan Fund, Fidelity Growth and Income Fund, Fidelity Market Index Fund, Fidelity Emerging Growth Fund and Fidelity Diversified International 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. 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 currently provides that a participant may, for any reason, borrow from the Plan an amount of at least $1,000 and not to exceed 50 percent of the participant's vested account balance. Prior to August 1, 1997, a participant could only borrow from the Plan for reasons of financial hardship. 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. 12 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: December 31, 1997 1996 Net assets available for benefits per the financial statements $131,670,109 $99,539,410 Amounts allocated to withdrawing participants (340,987) (156,418) Net assets available for benefits per Form 5500 $131,329,122 $99,382,992 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 consist 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. 13 NOTE 4 - FEDERAL INCOME TAX STATUS: The Internal Revenue Service has determined and informed the Company by letter dated May 22, 1995, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (IRC). Furthermore, the Plan administrator and the Plan's tax counsel believe 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 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, 1997 and 1996 were as follows: Market Number 1997 Cost Value of Shares Fidelity Diversified Int'l Fund $ 1,857,623 $ 1,990,946 123,431 Fidelity Magellan Fund 27,121,715 33,580,413 352,476 Fidelity Growth & Income Fund 18,658,147 25,433,574 667,548 Fidelity Market Index Fund 1,986,249 2,289,081 33,417 Fidelity Emerging Growth Fund 2,901,351 2,671,536 112,486 Fidelity Money Market Fund 17,464,277 17,464,277 17,464,277 Fidelity Managed Income Portfolio 3,817,319 3,817,319 3,817,319 AptarGroup, Inc. Common Stock 692,427 2,984,156 53,769 Pittway Corp. Class A Stock 18,091,747 37,734,016 541,960 $92,590,855 $127,965,318 14 Market Number 1996 Cost Value of Shares Fidelity Diversified Int'l Fund $ 1,045,280 $ 1,082,637 73,602 Fidelity Magellan Fund 24,435,903 26,893,927 333,477 Fidelity Growth & Income Fund 14,670,432 17,708,679 576,267 Fidelity Market Index Fund 556,857 596,169 11,160 Fidelity Emerging Growth Fund 1,328,373 1,361,302 54,041 Fidelity Money Market Fund 16,365,830 16,365,830 16,365,830 Fidelity Managed Income Portfolio 3,710,371 3,710,371 3,710,371 AptarGroup, Inc. Common Stock 728,520 1,973,496 55,986 Pittway Corp. Class A Stock 14,189,064 27,429,823 512,707 $77,030,630 $97,122,234 NOTE 7 - SUBSEQUENT EVENT: In December 1997, Pittway Corporation announced that its Penton Media, Inc. subsidiary ("Penton") had signed a letter of intent to acquire Donohue Meehan Publishing Company, contingent on the Company spinning off Penton to the Company's shareholders in a tax-free distribution. In May 1998, a favorable ruling was received on the spin-off from the Internal Revenue Service and a definitive combination agreement was signed. Subject to certain other conditions, the spin-off is expected to be completed in the third quarter of 1998. Common stock of Penton will be distributed on a share for share basis in respect of Pittway class A stock held in the Pittway Corp. Class A Stock fund. Pittway may in the future require the disposition of Penton stock held in the Plan. Assets attributable to employees of Penton's operating units will be transferred from the Plan to a new plan to be adopted by Penton after the spin-off. Penton's participants' account balances totaled $50,785,542 at December 31, 1997. 15 PITTWAY CORPORATION BLUE CHIP PROFIT SHARING AND SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1997
Number of Interest Security Description Shares Cost Market Value Rate Fidelity Diversified International Fund * 123,431 $ 1,857,623 $ 1,990,946 Fidelity Magellan Fund * 352,476 27,121,715 33,580,413 Fidelity Growth & Income Fund * 667,548 18,658,147 25,433,574 Fidelity Market Index Fund * 33,417 1,986,249 2,289,081 Fidelity Emerging Growth Fund * 112,486 2,901,351 2,671,536 Fidelity Money Market Fund * 17,464,277 17,464,277 17,464,277 Fidelity Managed Income Portfolio * 3,817,319 3,817,319 3,817,319 AptarGroup, Inc. Common Stock * 53,769 692,427 2,984,156 Pittway Corp. Class A Stock * 541,961 18,091,747 37,734,016 Participant Loans * - 3,603,723 3,603,723 7.0% - 10.0% Total Assets Held for Investment $96,194,578 $131,569,041 * Party-in-interest. 16
PITTWAY CORPORATION BLUE CHIP PROFIT SHARING AND SAVINGS PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997 AGGREGATED 5% SECURITY TRANSACTIONS BY ISSUE
Current Value of Asset on Number of Purchase Selling Cost of Transaction Net Gain Security Description Transactions Price Price Asset Date or (Loss) Fidelity Magellan Fund: * Acquisitions 223 $7,627,133 $7,627,133 $7,627,133 Dispositions 193 $ 5,690,403 $4,817,033 $5,690,403 $ 873,370 Fidelity Growth & Income Fund: * Acquisitions 235 $7,939,297 $7,939,297 $7,939,297 Dispositions 181 $ 4,834,175 $3,951,582 $4,834,175 $ 882,593 Fidelity Money Market Fund: * Acquisitions 191 $6,833,345 $6,833,345 $6,833,345 Dispositions 188 $5,745,722 $5,745,722 $5,745,722 - Fidelity Managed Income Portfolio: * Acquisitions 166 $2,703,679 $2,703,679 $2,703,679 Dispositions 146 $2,596,731 $2,596,731 $2,596,731 - Pittway Corp. Class A Stock: * Acquisitions 143 $6,885,170 $6,885,170 $6,885,170 Dispositions 100 $4,950,759 $2,982,487 $4,950,759 $1,968,272 * Party-in-interest. 17
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 25, 1998 18 EX-23 2 EXHIBIT 23 PITTWAY CORPORATION DECEMBER 31, 1997 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 19, 1998 appearing on page 5 of this Form 11-K. /s/ Price Waterhouse LLP Price Waterhouse LLP Chicago, Illinois June 25, 1998 19 -----END PRIVACY-ENHANCED MESSAGE-----