<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
Federal Signal Corporation
------------------------------------------
(Name of Issuer)
Common Shares, Without Par Value
------------------------------------------
(Title of Class of Securities)
313855-10-8
------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Initial Filing
Page 1 of 6 Pages
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SCHEDULE 13G
CUSIP NO. 313855-10-8
-----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fifth Third Bancorp
31-0854434
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporation
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5 SOLE VOTING POWER
3,342,081
NUMBER OF ----------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 94,766
EACH ----------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 3,332,275
----------------------------------------
8 SHARED DISPOSITIVE POWER
131,449
----------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,463,724
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.63%
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12 TYPE OF REPORTING PERSON*
HC
-------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 6 Pages
<PAGE> 3
SCHEDULE 13G
CUSIP NO. 313855-10-8
-----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fifth Third Bank
03-0854433
-------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ X ]
(b)
-------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporation
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5 SOLE VOTING POWER
3,172,013
NUMBER OF ----------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 94,266
EACH ----------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 3,174,098
----------------------------------------
8 SHARED DISPOSITIVE POWER
117,924
----------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,292,022
-------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
NOT APPLICABLE
-------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.25%
-------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
HC
-------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 6 Pages
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ITEM 1 (a) NAME OF ISSUER:
Federal Signal Corporation
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE:
1415 West 22nd Street
Oak Brook, IL 60521-9945
ITEM 2 (a) - (c) NAMES, ADDRESSES & CITIZENSHIP OF PERSONS FILING:
Fifth Third Bancorp
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Fifth Third Bank
38 Fountain Square Plaze
Cincinnati, Ohio 45263
ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
Common Shares, without par value
ITEM 2 (e) CUSIP NUMBER:
313855-10-8
ITEM 3 FIFTH THIRD BANCORP IS FILING AS A PARENT HOLDING COMPANY IN
ACCORDANCE WITH SECTION 240.13 (d-1) (b (II) (G) OF THE EXCHANGE
ACT RULES.
ITEM 4 OWNERSHIP:
This report relates to beneficial holdings by Fifth Third Bancorp,
through several of its banking subsidiaries, of an aggregate of
3,463,724 outstanding shares of the Common Stock of Federal Signal
Corporation, no par value.
The following tabulations set forth the shares with respect of
which voting rights are held or shared and those shares to which
there is the power of disposal.
(a) Amount Beneficially Owned:
Fifth Third Bancorp, through fiduciary accounts held in its banking
subsidiaries, has neither voting power no dispositive power with respect
to 69,331 shares and are not deemed to be beneficially owned.
The following are held in fiduciary accounts in Bancorp's banking
subsidiaries and are deemed to be beneficially owned:
Page 4 of 6 Pages
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Powers:
No. of Shares
Full voting; full dispositive 3,332,275
Full voting; shared dispositive 9,806
Full voting; no dispositive -0-
Shared voting; full dispositive -0-
Shared voting; shared dispositive 94,766
Shared voting; no dispositive -0-
No voting; full dispositive -0-
No voting; shared dispositive 26,877
No voting; no dispositive 69,331
(b) Percentage of Class:
Fifth Third Bancorp has aggregate beneficial ownership of 7.63%.
(c) Number of Shares as to which such Person has:
(i) Sole Power to Vote or to Direct the Vote 3,342,081
(ii) Shared Power to Vote or to Direct the Vote 94,766
(iii) Sole Power to Dispose or to Direct the
Disposition of 3,332,275
(iv) Shared Power to Dispose or to Direct
the disposition of 131,449
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Fifth Third Bancorp, as parent holding company of the banking subsidiaries
listed below, has filed this schedule. The subsidiaries are filing in
accordance with Section 240.13 (d-1)(b) (ii) (G) of the Exchange Act Rules, none
of which hold more than 5% of the outstanding stock of the Issuer.
<TABLE>
<CAPTION>
List of Banking Subsidiaries Federal Tax ID Number Item 3 Classification
---------------------------- --------------------- ---------------------
<S> <C> <C>
Fifth Third Bak 31-0854433 BK
Fifth Third Bank of Columbus 31-1137357 BK
Fifth Third Bank of Northwestern Ohio 34-4208980 BK
Fifth Third Trust Co. & Savings Bank, FSB 59-3085783 BK
Fifth Third Bank of Northern Kentucky 61-0335110 BK
</TABLE>
Page 5 of 6 Pages
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<TABLE>
<S> <C> <C>
Fifth Third Bank of Central Indiana 35-0545660 BK
Fifth Third Bank of Western Ohio 31-0676865 BK
Fifth Third Bank of Kentucky, Inc. 61-0290030 BK
Fifth Third Bank of Northeastern Ohio 34-1796329 BK
</TABLE>
ITEMS 8-9 Not Applicable
ITEM 10 CERTIFICATION:
By signing below the undersigned certifies that, to the best of his
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
SIGNATURE
February 13,1997
- ----------------
Date
FIFTH THIRD BANK THE FIFTH THIRD BANCORP
By: /s/ JAMES D. BERGHAUSEN By: /s/ MICHAEL K. KEATING
----------------------- ------------------------
Name: James D. Berghausen Name: Michael K. Keating
Title: Senior Vice President Title: Secretary
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