-----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, OzLFPVrqGLcBtYLgJynltR34MLhG7/cbF9H8IrCd64In9Mnimstt7zTKsDj1/bQ0 L/+MON/3FiC2vz/a6N2z/w== 0000093469-99-000012.txt : 19990629 0000093469-99-000012.hdr.sgml : 19990629 ACCESSION NUMBER: 0000093469-99-000012 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990628 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: 99653710 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, 1998 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, 1998 and 1997 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, 1998 6 Statement of Net Assets Available for Benefits (with Fund Information) at December 31, 1997 7 Statement of Changes in Net Assets Available for Benefits (with Fund Information) for the year ended December 31, 1998 8 Statements of Changes in Net Assets Available for Benefits (with Fund Information) for the year ended December 31, 1997 9 Notes to Financial Statements 10-15 Supplemental schedules: Item 27a - Schedule of Assets held for Investment Purposes at December 31, 1998 16 Item 27d - Schedule of Reportable Transactions for the year ended December 31, 1998 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, 1998 and 1997, and the changes in net ssets 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 supplemental schedules of Assets Held for Investment Purposes and of Reportable Transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. 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 plan benefits and the changes in net assets available for benefits of each fund. These supplemental schedules and fund information are the responsibility of the Plan's Administrative Committee. 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/ PricewaterhouseCoopers LLP Chicago, Illinois June 17, 1999 5 PITTWAY CORPORATION BLUE CHIP PROFIT SHARING AND SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION) AT DECEMBER 31, 1998 Fidelity Fidelity Fidelity Fidelity Fidelity Diversified Fidelity Growth & Market Emerging Money International Magellan Income Index Growth Market Fund Fund Fund Fund Fund Fund ASSETS Investments $1,480,458 $27,129,999 $20,329,802 $ 2,679,645 $3,178,268 $ 8,710,071 Participant loans - - - - - - Dividends and interest receivable - - - - - - Net assets available for benefits $1,480,458 $27,129,999 $20,329,802 $ 2,679,645 $3,178,268 $ 8,710,071 Fidelity Penton Managed AptarGroup Media Pittway Income Stock Stock Stock Participant Fund Fund Fund Fund Loans Total ASSETS Investments $2,879,681 $ 2,387,482 $ 6,932,963 $28,550,901 - $104,259,270 Participant loans - - - - $3,224,243 3,224,243 Dividends and interest receivable - - 10,354 25,685 - 36,039 Net assets available for benefits $2,879,681 $ 2,387,482 $ 6,943,317 $28,576,586 $3,224,243 $107,519,552 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, 1997 Fidelity Fidelity Fidelity Fidelity Fidelity Diversified Fidelity Growth & Market Emerging Money International Magellan Income Index Growth Market 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 Participant loans - - - - - - Dividends receivable - - - - - - Contributions receivable: From participating employees 1,020 9,920 8,346 1,366 1,783 5,311 From employer 340 3,637 2,895 486 584 1,601 Net assets available for benefits $1,992,306 $33,593,970 $25,444,815 $2,290,933 $ 2,673,903 $17,471,189 Fidelity Managed AptarGroup Pittway Income Stock Stock Participant Fund Fund Fund Loans Total ASSETS Investments $3,817,319 $ 2,984,156 $37,734,016 - $127,965,318 Participant loans - - - $3,603,723 3,603,723 Dividends receivable - - 49,863 - 49,863 Contribution receivable: From participating employees 1,624 - 8,566 - 37,936 From employer 568 - 3,158 - 13,269 Net assets available for benefits $3,819,511 $ 2,984,156 $37,795,603 $3,603,723 $131,670,109 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, 1998 Fidelity Fidelity Fidelity Fidelity Fidelity Diversified Fidelity Growth & Market Emerging Money International Magellan Income Index Growth Market Fund Fund Fund Fund Fund Fund Contributions: From participating employees $ 356,721 $ 2,955,015 $ 2,828,500 $ 621,468 $ 774,011 $ 1,369,516 From employer 97,890 862,708 746,947 150,314 167,415 521,901 454,611 3,817,723 3,575,447 771,782 941,426 1,891,417 Income from investments: Dividends and interest 55,676 1,620,858 1,125,477 99,337 193,499 740,201 Net appreciation (depreciation) in market value of investments 80,849 4,913,870 3,181,311 371,877 601,690 - Benefits paid to participants (108,060) (1,885,993) (1,372,170) (173,672) (73,024) (1,736,925) Transfers between funds, net 82,380 (1,934,192) (1,112,103) 489,499 411,787 (1,321,529) Transfers to other plans, net (1,077,304) (12,996,237)(10,512,975) (1,170,111)(1,571,013) (8,334,282) Net increase (decrease) in net assets available for benefits for the period (511,848) (6,463,971) (5,115,013) 388,712 504,365 (8,761,118) Net assets available for benefits, beginning of the period 1,992,306 33,593,970 25,444,815 2,290,933 2,673,903 17,471,189 Net assets available for benefits, end of the period $1,480,458 $27,129,999 $20,329,802 $ 2,679,645 $3,178,268 $ 8,710,071 Fidelity Penton Managed AptarGroup Media Pittway Income Stock Stock Stock Participant Fund Fund Fund Fund Loans Total Contributions: From participating employees $ 486,974 - - $ 2,942,904 - $ 12,335,109 From employer 137,143 $ (272)$ (2,139) 919,695 - 3,601,602 624,117 (272) (2,139) 3,862,599 - 15,936,711 Income from investments: Dividends and interest 215,504 16,084 21,459 144,495 $ 278,210 4,510,800 Net appreciation (depreciation) in market value of investments - 30,981 521,413 2,611,700 - 12,313,691 Benefits paid to participants (474,780) (68,620) (58,508) (1,555,299) (247,057) (7,754,108) Transfers between funds, net 214,586 (62,076) 8,983,129 (6,673,698) 922,217 - Transfers to other plans, net (1,519,257) (512,771) (2,522,037) (7,608,814)(1,332,850) (49,157,651) Net increase (decrease) in net assets available for benefits for the period (939,830) (596,674) 6,943,317 (9,219,017) (379,480) (24,150,557) Net assets available for benefits, beginning of the period 3,819,511 2,984,156 - 37,795,603 3,603,723 131,670,109 Net assets available for benefits, end of the period $2,879,681 $ 2,387,482 $ 6,943,317 $28,576,586 $3,224,243 $107,519,552 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, 1997 Fidelity Fidelity Fidelity Fidelity Fidelity Diversified Fidelity Growth & Market Emerging Money International Magellan Income Index Growth Market 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 From employer 82,107 881,982 710,632 86,389 126,039 529,659 410,727 3,476,637 3,118,712 426,303 660,450 2,045,701 Income from investments: Dividends and interest 71,443 2,145,907 1,145,327 60,292 524,335 886,325 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) Transfers between funds, net 404,513 (2,393,909) 10,979 1,013,426 332,688 (352,148) 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 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 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 Fidelity Managed AptarGroup Pittway Income Stock Stock Participant Fund Fund Fund Loans Total Contributions: From participating employees $ 452,397 - $ 2,451,886 - $ 10,626,005 From employer 143,521 - 786,292 - 3,346,621 595,918 - 3,238,178 - 13,972,626 Income from investments: Dividends and interest 227,318 $ 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 (315,703) (75,537) (1,679,782) (136,359) (6,578,584) Transfers between funds, net (401,782) (47,374) 201,128 1,232,479 - Net increase (decrease) in net assets available for benefits for the period 105,751 1,010,660 10,305,176 1,306,450 32,130,699 Net assets available for benefits, beginning of the period 3,713,760 1,973,496 27,490,427 2,297,273 99,539,410 Net assets available for benefits, end of the period $3,819,511 $ 2,984,156 $37,795,603 $3,603,723 $131,670,109 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. Prior to January 1, 1999, an employee became eligible to participate on the first day of the first calendar quarter after the completion of one year of service. Beginning in January, 1999, an employee becomes eligible to participate in the plan upon completion of thirty days of service with an entry date on the first day of the next calendar quarter thereafter. Employees will automatically be enrolled in the plan upon their first eligible Entry Date at a contribution rate of 3 percent. These contributions will automatically be invested in the Fidelity Retirement Government Money Market Fund. Employees not interested in participating in the plan must decline the automatic enrollment. Before automatic enrollment was adopted in January, 1999, participation in the Plan was elected by employees. Employees may change the election percentage or investment options. The plan allows employees to contribute between 1 and 15 percent of the employee's pretax earnings (subject to Internal Revenue Service limitations) among the investment options offered by the plan. 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 Fidelity Diversified International Fund, the Fidelity Magellan Fund, the Fidelity Growth and Income Fund, the Fidelity Spartan Market Index Fund, the Fidelity Emerging Growth Fund, the Fidelity Retirement Government Money Market Fund, the Fidelity Managed Income Fund and the Pittway Stock Fund. In August, 1998, the Penton Media Stock Fund was established when the Company spun off its Penton Media Group into a separate company called Penton Media, Inc. and distributed one share of Penton Media, Inc. common stock for each share of Pittway Class A Stock held. In April 1993, the AptarGroup Stock Fund was established when the Company spun off its Seaquist Group into a separate 10 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 either the AptarGroup Stock Fund or the Penton Media 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 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. Such forfeitures totaled $90,972 and $97,400 in 1998 and 1997 respectively. Fidelity Management Trust Company is the trustee of the plan investments in the Fidelity Diversified International Fund, Fidelity Magellan Fund, Fidelity Growth and Income Fund, Fidelity Spartan Market Index Fund, Fidelity Emerging Growth Fund, Fidelity Retirement Government Money Market Fund, and the Fidelity Managed Income Fund. The Northern Trust Company is the trustee of the plan investments in the AptarGroup Stock Fund, the Penton Media 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. 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, Penton Media Stock Fund, and Pittway Stock Fund invest in shares of AptarGroup, Inc. common stock, Penton Media, Inc. common stock and Pittway Corporation Class A stock, respectively. The Fidelity Diversified International Fund is a mutual fund which invests primarily in foreign stocks that are included in the Morgan & Stanley EAFE 11 Index. 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 Spartan 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 Retirement Government 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 by one institution and insured by another as to the payment of principal at maturity. Investments in the AptarGroup Stock Fund, Penton Media Stock Fund, and Pittway Stock Fund are valued at quoted market prices. Investments in the Fidelity Magellan Fund, Fidelity Growth and Income Fund, Fidelity Spartan 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. Loan proceeds are withdrawn from the participant's account on a defined 12 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, 1998 1997 Net assets available for benefits per the financial statements $107,519,552 $131,670,109 Amounts allocated to withdrawing participants (612,030) (340,987) Net assets available for benefits per Form 5500 $106,907,522 $131,329,122 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, Penton Media 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 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. 13 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, 1998 and 1997 were as follows: Market Number 1998 Cost Value of Shares Fidelity Diversified Int'l Fund $ 1,318,149 $ 1,480,458 83,547 Fidelity Magellan Fund 18,780,604 27,129,999 224,549 Fidelity Growth & Income Fund 13,911,294 20,329,802 443,493 Fidelity Spartan Market Index Fund 2,074,174 2,679,645 31,418 Fidelity Emerging Growth Fund 2,662,222 3,178,268 100,026 Fidelity Money Market Fund 8,710,070 8,710,071 8,710,070 Fidelity Managed Income Portfolio 2,879,681 2,879,681 2,879,681 AptarGroup, Inc. Common Stock 520,495 2,387,482 85,076* Penton Media, Inc. Common Stock 3,010,928 6,932,963 342,369 Pittway Corp. Class A Stock 12,691,923 28,550,901 863,531* $66,559,540 $104,259,270 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 * The number of shares in Aptar Group and Pittway stock increased following a 2 for 1 stock split paid August 26, 1998 and September 11, 1998 respectively. 14 NOTE 7 - TRANSFER TO OTHER PLAN On August 7, 1998, the Company spun off its Penton Media Group into a separate company called Penton Media, Inc. On this date, Plan net assets for Penton Media Group employees totaling $49,157,651 were transferred to a new plan established by Penton Media, Inc. 15 PITTWAY CORPORATION BLUE CHIP PROFIT SHARING AND SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1998 Number of Interest Security Description Shares Cost Market Value Rate Fidelity Diversified International Fund * 83,547 $ 1,318,149 $ 1,480,458 Fidelity Magellan Fund * 224,549 18,780,604 27,129,999 Fidelity Growth & Income Fund * 443,493 13,911,294 20,329,802 Fidelity Market Index Fund * 31,418 2,074,174 2,679,645 Fidelity Emerging Growth Fund * 100,026 2,662,222 3,178,268 Fidelity Money Market Fund * 8,710,071 8,710,070 8,710,071 Fidelity Managed Income Portfolio * 2,879,681 2,879,681 2,879,681 AptarGroup, Inc. Common Stock * 85,076 520,495 2,387,482 Penton Media, Inc. Common Stock * 342,369 3,010,928 6,932,963 Pittway Corp. Class A Stock * 863,531 12,691,923 28,550,901 Participant Loans * - - 3,224,243 7.75% - 10.00% Total Assets Held for Investment $66,559,540 $107,483,513 * 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, 1998 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 220 $7,430,641 $7,430,641 $7,430,641 Dispositions 193 $18,794,926 $15,771,752 $18,794,926 $3,023,174 Fidelity Growth & Income Fund: * Acquisitions 219 $7,878,560 $7,878,560 $7,878,560 Dispositions 191 $16,163,643 $12,625,412 $16,163,643 $3,538,231 Fidelity Money Market Fund: * Acquisitions 190 $4,985,792 $4,985,792 $4,985,792 Dispositions 194 $13,729,176 $13,729,176 $13,729,176 - Fidelity Managed Income Portfolio: * Acquisitions 168 $3,262,815 $3,262,815 $3,262,815 Dispositions 160 $4,200,453 $4,200,453 $4,200,453 - Pittway Corp. Class A Stock: * Acquisitions 145 $9,032,304 $9,032,304 $9,032,304 Dispositions 100 $11,164,897 $8,782,999 $11,164,897 $2,381,898 Penton Corp. Stock: * Acquisitions 40 $9,673,327 $9,673,327 $9,673,327 Dispositions 38 $3,261,777 $2,649,305 $3,261,777 $612,472 * 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 28, 1999 18 EX-23 2 EXHIBIT 23 PITTWAY CORPORATION DECEMBER 31, 1998 FORM 11-K CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-71613, 333-71617 and 333-12615) of Pittway Corporation of our report dated June 17, 1999 appearing on page 5 of this Form 11-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Chicago, Illinois June 28, 1999 19 -----END PRIVACY-ENHANCED MESSAGE-----