As filed with the Securities and Exchange Commission on February 4, 1994
Registration No. 33-50081
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
POST-EFFECTIVE AMENDMENT NO. 2
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
on
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________
GENERAL SIGNAL CORPORATION
(Exact name of Registrant as specified in its charter)
NEW YORK 16-0445660
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
HIGH RIDGE PARK
STAMFORD, CONNECTICUT 06904
(203) 357-8800
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
_________________________
EDGAR J. SMITH, JR.
GENERAL SIGNAL CORPORATION
HIGH RIDGE PARK
STAMFORD, CONNECTICUT 06904
(203) 357-8800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________________
Copy to:
W. LESLIE DUFFY, ESQUIRE
WILLIAM B. GANNETT, ESQUIRE
CAHILL GORDON & REINDEL
80 PINE STREET
NEW YORK, NEW YORK 10005
(212) 701-3000
<PAGE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time as determined by the Selling Stockholders.
_________________________
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestments plans, check the
following box. /__/
_________________________
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following
box. /x_/
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Regis-
trant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration State-
ment shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
<PAGE>
EXPLANATORY NOTE
NOT FORMING PART OF PROSPECTUS
This Post-Effective Amendment to General Signal Corporation's
(the "Company's") Registration Statement on Form S-4 (No. 33-50081) is
being filed for the purpose of converting such Registration Statement to a
Registration Statement on Form S-3 for the shares (the "Shares") of common
stock, par value $1.00 per share, of the Company issued to certain stock-
holders (the "Stockholders") of Revco Scientific, Inc. ("Revco"), without
registration under the Securities Act of 1933, as amended (the "Act"), in
connection with the merger (the "Merger") of GSRSI, Inc., a wholly owned
subsidiary of the Company, with and into Revco. The Company is filing this
Registration Statement on Form S-3 in accordance with a Registration Rights
Agreement dated October 15, 1993, between the Company and the Stockholders
pursuant to which the Company has agreed to maintain the effectiveness of a
Registration Statement on Form S-3 for two years after the effective time
of the Merger to cover the offer and sale of the Shares. After such two-
year period, the Stockholders may not resell the Shares without separate
registration under the Act, compliance with Rule 144 promulgated under the
Act, or reliance upon some other exemption under the Act in a manner speci-
fied in a written opinion of counsel satisfactory to the Company to the
effect that the proposed disposition will not be in violation of any of the
provisions of the Act, specifying such exemption.
All material that follows is new material.
<PAGE>
Prospectus
1,640,164 Shares
GENERAL SIGNAL CORPORATION
Common Stock
The shares (the "Shares") of common stock, par value
$1.00 per share (the "Common Stock"), being offered hereby are
being sold for the accounts of seven stockholders (the "Selling
Stockholders") of General Signal Corporation ("General Signal"
or the "Company"). The Shares were issued to the Selling
Stockholders, without registration under the Securities Act of
1933, as amended (the "Act"), in exchange for shares of common
stock, par value $.01 per share, of Revco Scientific, Inc.
("Revco") previously owned by such persons in connection with
the merger (the "Merger") of GSRSI, Inc., a wholly owned sub-
sidiary of the Company, with and into Revco. General Signal
will not receive any of the proceeds from the sale of the
Shares. The last sale price of the Common Stock as reported on
the New York Stock Exchange on February 3, 1994 was $36 1/2 per
share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
Each Selling Stockholder will, from time to time,
offer for sale and sell or distribute the Shares to be offered
by him hereby (a) in regular way brokerage transactions on the
New York Stock Exchange or the Pacific Stock Exchange or in
exchange distributions through the facilities of said
exchanges, (b) in negotiated transactions, (c) through one or
more underwriters, dealers or agents, or (d) through other
means; sales on or through the facilities of the New York Stock
Exchange or the Pacific Stock Exchange or in negotiated trans-
actions will be effected at such prices as may be obtainable
and as may be satisfactory to such Selling Stockholder; and no
sales or distributions other than as disclosed herein will be
effected until after this Prospectus shall have been appropri-
ately amended or supplemented, if required, to set forth the
terms thereof. In certain cases the Selling Stockholders,
underwriters that participate in the distribution of the
<PAGE>
Shares, brokers executing sales orders on behalf of the Selling
Stockholders and dealers purchasing Shares from the Selling
Stockholders for resale may be deemed to be "underwriters" as
that term is defined in Section 2(11) of the Act. Normal com-
mission expenses and brokerage fees are payable individually by
the Selling Stockholders.
Expenses of this offering, estimated at $50,000, will
be paid by General Signal.
The date of this Prospectus is February 4, 1994.
<PAGE>
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AVAILABLE INFORMATION
The Company is subject to the informational require-
ments of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports and
other information with the Commission relating to its business,
financial position, results of operations and other matters.
Such reports and other information can be inspected and copied
at the Public Reference Section maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at its Regional Offices located at Northwestern Atrium Cen-
ter, 500 West Madison Street, Chicago, Illinois 60661, and 7
World Trade Center, 15th Floor, New York, New York 10048. Cop-
ies of such material can also be obtained from the Public Ref-
erence Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Common Stock
is listed on the New York Stock Exchange and the Pacific Stock
Exchange and such material can also be inspected at the offices
of such exchanges. The offices of such exchanges are: the New
York Stock Exchange, 20 Broad Street, New York, New York 10005
and the Pacific Stock Exchange, 115 Sansome Street, Suite 1104,
San Francisco, California 94104.
The Company has filed with the Commission a registra-
tion statement (the "Registration Statement") under the Securi-
ties Act with respect to the Shares offered hereby. This Pro-
spectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission.
Reference is made to the Registration Statement and to the
exhibits relating thereto for further information with respect
to the Company and the Shares offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference herein
its (i) Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, (ii) Quarterly Report on Form 10-Q for the
quarter ended March 31, 1993, (iii) Quarterly Report on
Form 10-Q for the quarter ended June 30, 1993, (iv) Quarterly
Report on Form 10-Q for the quarter ended September 30, 1993,
(v) report on Form 8-K dated February 4, 1994, (vi) report on
Form 8-K dated February 2, 1993, (vii) report on Form 8-K dated
March 7, 1986, and (viii) report on Form 8-K dated June 21,
1990, previously filed with the Commission under
File No. 1-996. All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Prospectus and before the termination of the
<PAGE>
-3-
offering of the Common Stock offered hereby shall be deemed
incorporated herein by reference, and such documents shall be
deemed to be a part hereof from the date of filing such docu-
ments. Any statement contained herein or in a document incor-
porated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or
in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or super-
seded, to constitute a part of this Prospectus.
The Company will provide without charge to each per-
son to whom this Prospectus is delivered, on the written or
oral request of any such person, a copy of any or all of the
above documents incorporated herein by reference (other than
exhibits to such documents, unless such exhibits are specifi-
cally incorporated by reference into the documents that this
Prospectus incorporates). Written or oral requests should be
directed to General Signal Corporation, High Ridge Park,
Box 10010, Stamford, Connecticut 06904, Attention: Vice Presi-
dent, General Counsel and Secretary (telephone (203) 357-8800).
THE COMPANY
The Company, incorporated in New York in 1904,
designs, manufactures and sells equipment and instruments for
the process control, electrical, automotive, mass transporta-
tion and telecommunications industries. The Company serves
these markets through three product sectors: (1) Process Con-
trols, (2) Electrical Controls, and (3) Industrial Technology.
USE OF PROCEEDS
The Company will not receive any proceeds from the
sale of the Shares.
<PAGE>
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SELLING STOCKHOLDERS
The Shares being offered hereby are owned of record ben-
eficially by seven stockholders of the Company who acquired their
interests by virtue of the Merger.
The following table sets forth the number of shares of
Common Stock owned by each of the Selling Stockholders, the number
of shares offered hereby and the number of shares to be owned if
all of the shares offered hereby are sold.
<TABLE>
<CAPTION>
Number of Shares
to be Owned
Shares if all of the
Number of Offered Shares Offered
Names and Address Shares Owned Hereby Hereby are Sold
<S> <C> <C> <C>
Daniel B. Dawley(1)(2) 491,183(3) 491,183(3) 0
28 Peach Knob
Asheville, NC 28804
Martha Driver Associates 37,487 37,487 0
Inc. Profit Sharing
Trust(2)
100 West 57th Street
New York, NY 10009
Martha M. Driver and 99,958 99,958 0
Albert W. Driver,
Co-Trustees 3/29/93
Martha M. Driver
Trust Agreement(2)
100 West 57th Street
New York, NY 10009
Richard L. Lasher(2)(4) 127,508(3) 127,508(3) 0
21 Robin Lane
Weaverville, NC 28787
Glenn A. Walters(2)(5) 206,772(3) 206,772(3) 0
8 Alpine Court
Asheville, NC 28805
<PAGE>
-5-
TCW Special Placement 657,642 657,642 0
Fund II(2)
c/o Patrick F. Clearly
Suite 2200
200 Park Avenue
New York, NY 10166
TCW Capital(2) 19,614 19,614 0
c/o Patrick Cleary
Suite 2200
200 Park Avenue
New York, NY 10166
(1) Mr. Dawley is President of Revco Scientific, Inc., a sub-
sidiary of the Company. Mr. Dawley was Chairman of the
Board, Chief Executive Officer and President of Revco
prior to the Merger.
(2) Each of these persons was a director of Revco prior to the
Merger.
(3) Includes shares held in an Individual Retirement Account,
First Union National Bank of North Carolina, as custodian.
(4) Mr. Lasher is Vice President-Sales of Revco Scientific,
Inc., a subsidiary of the Company. Mr. Lasher was Vice
President-Marketing of Revco prior to the Merger.
(5) Mr. Walters was Vice President-Finance of Revco prior to
the Merger.
</TABLE>
<PAGE>
-6-
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists
of 75,000,000 shares of Common Stock, and 10,000,000 shares of
preferred stock, par value $1.00 per share (the "Preferred
Stock"). The Board of Directors of the Company is empowered to
cause shares of Preferred Stock to be issued in one or more
series, with the number of shares in each series and the
rights, preferences and limitations of each series determined
by it. As of the date of this Prospectus, no shares of the
Preferred Stock were outstanding.
Subject to any limitations prescribed in connection
with the issuance of any outstanding shares of Preferred Stock,
dividends, as determined by the Board of Directors of the Com-
pany, may be declared and paid on the Common Stock from time to
time out of any funds legally available therefor. The holders
of Common Stock are entitled to one vote per share and do not
have cumulative voting rights or preemptive rights. The Common
Stock is not subject to further calls and all of the outstand-
ing shares of Common Stock are fully paid and non-assessable,
except to the extent that under Section 630 of the New York
Business Corporation Law, the ten largest stockholders of the
Company, as determined by the fair value of their respective
beneficial interests, may under certain circumstances be held
personally liable for certain debts of the Company.
On March 7, 1986, the Board of Directors declared a
dividend distribution of one Common Stock Purchase Right (the
"Right") for each share of Common Stock outstanding on
March 21, 1986. Shares issued subsequent to March 21, 1986
automatically receive these Rights. A more detailed descrip-
tion of the terms of the Company's Rights is contained in the
March 7, 1986 Form 8-K and the June 21, 1990 Form 8-K, both of
which are incorporated herein by reference.
The Board of Directors of the Company is divided into
three classes having staggered three-year terms, so that the
terms of approximately one-third of the directors will expire
each year. The Company's Restated Certificate of Incorporation
requires the affirmative vote of two-thirds of all outstanding
shares entitled to vote to remove directors or to adopt, amend
or repeal any By-law, or any provision of the Restated Certifi-
cate of Incorporation, relating to (i) the number classifica-
tion and terms of office of directors, (ii) the quorum of
directors required for the transaction of business, (iii) the
filing of newly created directorships and vacancies occurring
in the Board of Directors, (iv) the removal of directors, or
<PAGE>
-7-
(v) the power of the Board of Directors to adopt, amend or
repeal By-laws of the Company or the vote of the Board of
Directors required for any such adoption, amendment or repeal.
The Transfer Agent and Registrar for the Common Stock
is The Bank of New York.
PLAN OF DISTRIBUTION
Each Selling Stockholder will, from time to time,
offer for sale and sell or distribute the Shares to be offered
by him hereby (a) in regular way brokerage transactions on the
New York Stock Exchange or the Pacific Stock Exchange or in
exchange distributions through the facilities of said
exchanges, (b) in negotiated transactions, (c) through one or
more underwriters, dealers or agents, or (d) through other
means; sales on or through the facilities of the New York Stock
Exchange or the Pacific Stock Exchange or in negotiated trans-
actions will be effected at such prices as may be obtainable
and as may be satisfactory to such Selling Stockholder; and no
sales or distributions other than as disclosed herein will be
effected until after this Prospectus shall have been appropri-
ately amended or supplemented, if required, to set forth the
terms thereof. In certain cases the Selling Stockholders,
underwriters that participate in the distribution of the
Shares, brokers executing sales orders on behalf of the Selling
Stockholders and dealers purchasing Shares from the Selling
Stockholders for resale may be deemed to be "underwriters" as
that term is defined in Section 2(11) of the Act. Normal com-
mission expenses and brokerage fees are payable individually by
the Selling Stockholders.
LEGAL MATTERS
Certain legal matters in connection with the Common
Stock being offered hereby will be passed upon for the Company
by Cahill Gordon & Reindel (a partnership including a profes-
sional corporation), New York, New York.
EXPERTS
The 1992 financial statements and schedules of Gen-
eral Signal Corporation and consolidated subsidiaries appearing
or incorporated by reference in General Signal Corporation's
Annual Report (Form 10-K) for the year ended December 31, 1992
have been audited by Ernst & Young, independent auditors, as
set forth in their report thereon included or incorporated by
<PAGE>
-8-
reference therein and incorporated herein by reference. Such
financial statements are incorporated herein in reliance upon
such report given upon the authority of such firm as experts in
accounting and auditing.
The financial statements and schedules of General
Signal Corporation and consolidated subsidiaries at
December 31, 1991 and for each of the two years in the period
ended December 31, 1991 appearing in General Signal Corporation's
Annual Report (Form 10-K) for the year ended December 31, 1992
have been audited by KPMG Peat Marwick, independent auditors,
as set forth in their report thereon included therein and
incorporated herein by reference. Such financial statements
are incorporated herein in reliance upon the report of KPMG
Peat Marwick pertaining to such financial statements given
upon the authority of such firm as experts in accounting and auditing.
<PAGE>
No dealer, salesperson or any
other person has been authorized to
give any information or to make any
representations not contained in
this Prospectus, and, if given or
made, such information or represen-
tations must not be relied upon as
having been authorized by the Com-
pany. This Prospectus does not 1,640,164 Shares
constitute an offer to sell, or
solicitation of an offer to buy, to
any person in any jurisdiction
where such an offer or solicitation
would be unlawful. Neither the GENERAL SIGNAL
delivery of this Prospectus nor CORPORATION
any sale made hereunder shall,
under any circumstances, create any
implication that the information
contained herein is correct as of
any time subsequent to the date Common Stock
hereof.
PROSPECTUS
TABLE OF CONTENTS
Page
Available Information......... 2
Incorporation of Certain
Documents by Reference...... 2
The Company................... 3
Use of Proceeds............... 3
Selling Stockholders.......... 4
Description of Capital
Stock....................... 6
Plan of Distribution.......... 7
Legal Matters................. 7
Experts....................... 7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>
Item 14. Other Expenses of Issuance and Distribution.
<S> <C>
Securities and Exchange Commission Registra-
tion Fee ....................................... $ 3,740*
Cost of Printing ................................. 3,500
Legal Services and Expenses (including Blue
Sky fees and expenses) ......................... 38,000
Miscellaneous .................................... 4,760
Total ...................... $50,000
Other than the Securities and Exchange Commission Regis-
tration Fee, all amounts set forth above are estimates.
</TABLE>
Item 15. Indemnification of Directors and Officers.
Article V, Section 1, Paragraph 1 of the By-Laws of
the Company reads as follows:
"SECTION 1: Except to the extent expressly
prohibited by the New York Business Corporation
Law, the Corporation shall indemnify each person
made or threatened to be made a party to any
action or proceeding, whether civil or criminal,
and whether by or in the right of the Corporation
or otherwise, by reason of the fact that such per-
son or such person's testator or intestate is or
was a director or officer of the Corporation, or
serves or served at the request of the Corporation
or any other corporation, partnership, joint ven-
ture, trust, employee benefit plan or other enter-
prise in any capacity while he or she was such a
director or officer (hereinafter referred to as
'Indemnified Person'), against judgments, fines,
penalties, amounts paid in settlement and reason-
able expenses, including attorneys' fees, incurred
in connection with such action or proceeding, or
any appeal therein, provided that no such
_________________________
* This amount was included as payment pursuant to Rule 457
of the Securities Act of 1933, as amended, in connection
with the filing of the Company's Registration Statement on
Form S-4 (No. 33-50081).
II-1
<PAGE>
indemnification shall be made if a judgment or
other final adjudication adverse to such Indem-
nified Person establishes that either (a) his or
her acts were committed in bad faith, or were the
result of active and deliberate dishonesty, and
were material to the cause of action so adjudi-
cated, or (b) that he or she personally gained in
fact a financial profit or other advantage towhich
he or she was not legally entitled."
The Company also has entered into individual con-
tracts with its directors, Chief Financial Officer and General
Counsel providing for indemnification similar to the indemnifi-
cation provisions in the Company's By-Laws. A copy of the Com-
pany's By-Laws has been filed with the Securities and Exchange
Commission as an exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1986.
Sections 721 through 726 of the New York Business
Corporation Law ("BCL") contain provisions for indemnification
by the Company, under certain circumstances, of officers and
directors of the Company for certain liabilities which may be
incurred by them in their capacities as such.
The Company has purchased insurance to indemnify the
Company and all of its directors, officers and certain other
employees who hold management positions in the Company and its
operating divisions and subsidiaries for those liabilities in
respect of which such indemnification insurance is permitted
under the laws of the State of New York.
Limitation on Directors' Liability. The Company's
Restated Certificate of Incorporation includes a provision
eliminating directors' liability to the Company and stockhold-
ers of the Company in certain circumstances authorized by New
York law. This provision, which is authorized by
Section 402(b) of the BCL, provides that a director shall not
be personally liable to the Company or its stockholders for
monetary damages for breach of duty as a director unless the
director's acts or omissions (a) were in bad faith,
(b) involved intentional misconduct or a knowing violation of
law, (c) resulted in the director deriving an improper personal
benefit, or (d) resulted in the paying of a dividend, the
approval of a stock repurchase, the distribution of corporate
assets upon dissolution, or the making of a loan to a director
in violation of Section 718 of the BCL.
II-2
<PAGE>
Item 16. Exhibits
Exhibit No. Description
4* Registration Rights Agreement
dated October 15, 1993, between
the Registrant and the parties
named on the signature pages
thereto.
5* Opinion of Cahill Gordon &
Reindel regarding the legality of
the securities being registered.
23.1 Consent of Ernst & Young.
23.2 Consent of KPMG Peat Marwick.
23.3* Consent of Cahill Gordon &
Reindel (included in Exhibit 5).
24* Powers of Attorney.
_____________________
* Previously filed.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this
registration statement to include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registation statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
II-3
<PAGE>
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Secu-
rities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Secu-
rities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new reg-
istration statement relating to the securities offered therein,
and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities aris-
ing under the Securities Act of 1933 may be permitted to direc-
tors, officers and controlling persons of the registrant pursu-
ant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public pol-
icy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such lia-
bilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or con-
trolling person in connection with the securities being regis-
tered, the registrant will, unless in the opinion of its coun-
sel the matter has been settled by controlling precedent, sub-
mit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy, as
expressed in the Act and will be governed by the final adjudi-
cation of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration Statement or
amendment thereto to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Stamford, State of
Connecticut, on the 4th day of February, 1994.
GENERAL SIGNAL CORPORATION
By:/s/ Edgar J. Smith, Jr.
Edgar J. Smith, Jr.
Vice President, General
Counsel and Secretary
Powers of Attorney
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement or amendement thereto has
been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
*
(Edmund M. Carpenter) Chairman and Chief February 4, 1994
Executive Officer
and Director
(principal Executive
Officer)
*
(Stephen W. Nagy) Senior Vice Presi- February 4, 1994
dent-Finance and Chief
Financial Officer
(Principal Financial
and Accounting Officer)
*
(Terry J. Mortimer) Vice President and February 4, 1994
Controller (Principal
Accounting Officer)
*
(Ralph E. Bailey) Director February 4, 1994
II-5
<PAGE>
*
(Van C. Campbell) Director February 4, 1994
*
(Ronald E. Ferguson) Director February 4, 1994
*
(John P. Horgan) Director February 4, 1994
*
(C. Robert Kidder) Director February 4, 1994
*
(Richard J. Kogan) Director February 4, 1994
*
(Nathan R. Owen) Director February 4, 1994
*
(Roland W. Schmitt) Director February 4, 1994
*
(John R. Selby) Director February 4, 1994
*By: /s/ Edgar J. Smith, Jr.
(Edgar J. Smith, Jr.)
</TABLE>
II-6
<PAGE>
Exhibit Index
Exhibit No. Description
23.1 Consent of Ernst & Young
23.2 Consent of KPMG Peat Marwick
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the captions
"Experts" in the Registration Statement (Post-Effective Amend-
ment No. 2 to Form S-4 on Form S-3, No. 33-50081) and related
Prospectus of General Signal Corporation for the registration
of its common stock and to the inclusion herein of our reports
dated January 29, 1993, with respect to the 1992 financial
statements and financial statement schedules of General Signal
Corporation and consolidated subsidiaries.
Ernst & Young
Stamford, Connecticut
February 4, 1994
EXHIBIT 23.2
Consent of Independent Accountants
The Board of Directors
General Signal Corporation
We consent to incorporation by reference in the Registration
Statement on Form S-3 of General Signal Corporation of our
report dated January 24, 1992, relating to the consolidated
financial statements and the related financial statement sched-
ules at December 31, 1991 and for the two years then ended.
KPMG - Peat Marwick
Stamford, Connecticut
February 4, 1994
