As filed with the Securities and Exchange Commission on June 27, 1994
Registration No. 33-33929
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
POST EFFECTIVE AMENDMENT NO. 2
TO
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) 329-4100
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
_________________________
Edgar J. Smith, Jr., Esquire
General Signal Corporation
High Ridge Park
Stamford, Connecticut 06904
(203) 329-4100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________________
With a copy to:
W. Leslie Duffy, Esquire
Cahill Gordon & Reindel
80 Pine Street
New York New York 10005
(212) 701-3000
_________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment 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/
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of each class Proposed maximum Proposed maximum Amount of
of securities Amount to be offering price aggregate offering registration
to be registered registered per unit price fee
<S> <C> <C> <C> <C>
Debt Securities.............. (1)(3)(5) (2) (1)(2)(3) N/A
Debt Warrants................ (1)(6) (2) (1)(2)(6) N/A
Preferred Stock (par value
$1.00 per share)............ (1)(4)(5) (2) (1)(2)(4) N/A
Preferred Stock Warrants..... (1)(6) (2) (1)(2)(6) N/A
Common Stock (par value
$1.00 per share)............ (1)(5) (2) (1)(2)(5) N/A
Common Stock Warrants........ (1)(6) (2) (1)(2)(6) N/A
Total.................... $300,000,000 (2) $300,000,000 $ (7)
_________________________
(1) In no event will the aggregate maximum offering price of all securities issued
pursuant to this Registration Statement exceed $300,000,000. Any securities reg-
istered hereunder may be sold separately or as units with other securities regis-
tered hereunder.
(2) The proposed maximum offering price per unit will be determined, from time to
time, by the Registrant in connection with the issuance by the Registrant of the
securities registered hereunder.
(3) Subject to Footnote (1), there is being registered hereunder an indeterminate
principal amount of Debt Securities (which may be senior or subordinated).
(4) Subject to Footnote (1), there are being registered hereunder an indeterminate
number of shares of Preferred Stock (par value $1.00 per share) as may be sold,
from time to time, by the Registrant.
(5) Subject to Footnote (1), there are being registered hereunder an indeterminate
number of shares of Common Stock as may be sold, from time to time, by the Regis-
trant, or, as may be issuable upon conversion of the Preferred Stock or certain
Debt Securities registered hereby.
(6) Subject to Footnote (1), there are being registered hereunder an indeterminate
number of Preferred Stock Warrants, Common Stock Warrants and Debt Warrants rep-
resenting rights to purchase Preferred Stock, Common Stock and Debt Securities,
respectively, registered pursuant to this Registration Statement.
(7) Pursuant to Rule 457 of the rules and regulations under the Securities Act of
1933, as amended, no additional filing fee is required.
_________________________
</TABLE>
<PAGE>
The Registrant hereby amends this registration state-
ment on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further amend-
ment which specifically states that this registration statement
shall thereafter become effective in accordance with Section
8(A) of the Securities Act of 1933, as amended, or until this
registration statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(A), may
determine.
Pursuant to Rule 429 of the rules and regulations of
the Securities and Exchange Commission under the Securities Act
of 1933, as amended, this post-effective amendment also consti-
tutes a post-effective amendment with respect to $75,000,000
principal amount of unissued debt securities previously regis-
tered under Registrant's registration statement on Form S-3
(File No. 33-25926).
______________________________________________________________
<PAGE>
SUBJECT TO COMPLETION, DATED JUNE 27, 1994
*******************************************************************
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMEND- *
* MENT. A REGISTRATION STATEMENT WITH RESPECT TO THESE SECURI- *
* TIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMIS- *
* SION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY *
* BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT *
* BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN *
* OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL *
* THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH *
* SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO *
* REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY *
* SUCH STATE. *
*******************************************************************
GENERAL SIGNAL CORPORATION
Debt Securities
Preferred Stock
Common Stock
and
Warrants
General Signal Corporation (the "Company") may offer,
from time to time, in one or more series, its unsecured senior
debt securities (the "Senior Debt Securities"), warrants to
purchase Senior Debt Securities (the "Senior Debt Securities
Warrants"), its unsecured subordinated debt securities (the
"Subordinated Debt Securities" and, together with the Senior
Debt Securities, the "Debt Securities"), warrants to purchase
Subordinated Debt Securities (the "Subordinated Debt Securities
Warrants" and, together with the Senior Debt Securities War-
rants, the "Debt Warrants"), shares of its Preferred Stock, par
value $1.00 per share (the "Preferred Stock"), warrants to pur-
chase Preferred Stock (the "Preferred Stock Warrants" ), shares
of its Common Stock, par value $1.00 per share (the "Common
Stock") and warrants to purchase Common Stock (the "Common
Stock Warrants"). The Debt Securities Warrants, together with
the Preferred Stock Warrants and the Common Stock Warrants are
collectively referred to herein as the "Securities Warrants."
The Senior Debt Securities, the Subordinated Debt Securities,
the Preferred Stock, the Common Stock and the Securities War-
rants are collectively referred to herein as the "Securities."
The Securities will have a maximum aggregate offering price of
$300,000,000 (or the equivalent thereof in foreign currency or
currency units) and will be offered on terms to be determined
by market conditions at the time of sale.
<PAGE>
The Securities may be offered separately or together,
in separate series, in amounts and at prices and on terms to be
set forth in an accompanying prospectus supplement (a "Prospec-
tus Supplement"). In addition, the specific terms of the Secu-
rities in respect of which this Prospectus is being delivered,
and, whether such Securities will be listed on a national secu-
rities exchange, will be set forth in an accompanying Prospec-
tus Supplement.
The Senior Debt Securities, if issued, will rank
equally and ratably with all other unsecured and unsubordinated
indebtedness of the Company, and, the Subordinated Debt Securi-
ties, if issued, will be unsecured and subordinated to all pre-
sent and future Senior Indebtedness (as defined) of the Com-
pany. See "Description of Debt Securities."
___________________
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.
____________________
The Securities may be sold directly, through agents
from time to time or through underwriters and/or dealers. If
any agent of the Company or any underwriter is involved in the
sale of the Securities, the name of such agent or underwriter
and any applicable commission or discount will be set forth in
the accompanying Prospectus Supplement. See "Plan of
Distribution."
____________________
This Prospectus may not be used to consummate sales of
Securities unless accompanied by
a Prospectus Supplement.
____________________
The date of this Prospectus is , 1994.
<PAGE>
No dealer, salesman, or any other person has been
authorized to give any information or to make any representa-
tions other than those contained or incorporated by reference
in this Prospectus and, if given or made, such information or
representations must not be relied upon as having been autho-
rized by the Company or any underwriter, dealer, or agent.
This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy Securities by anyone in any
jurisdiction in which the offer or solicitation is not autho-
rized or in which the person making the offer or solicitation
is not qualified to do so or to any person to whom it is
unlawful to make the offer or solicitation.
AVAILABLE INFORMATION
The Company is subject to the informational require-
ments of the Securities Exchange Act of 1934 (the "Exchange
Act") and in accordance therewith files reports and other
information with the Securities and Exchange Commission (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 Center,
500 West Madison Street, Chicago, Illinois 60661, and 7 World
Trade Center, 15th Floor, New York, New York 10048. Copies of
such material can also be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washing-
ton, D.C. 20549, at prescribed rates. The Common Stock of the
Company 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 regis-
tration statement (the "Registration Statement") under the
Securities Act of 1933 with respect to the Securities covered
by this Prospectus. This Prospectus 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 Reg-
istration Statement and to the exhibits relating thereto for
further information with respect to the Company and the Secu-
rities covered by this Prospectus.
<PAGE>
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, 1993, (ii) Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1994, (iii) Amendment No. 1 on
Form 10-Q/A dated June 10, 1994 to Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1994, (iv) report on Form 8-K
dated March 7, 1986, previously filed with the Commission
under File No. 1-996 and (v) 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
offering of the securities 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
superseded, 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) 329-4100).
-2-
<PAGE>
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: Process Controls,
Electrical Controls, and Industrial Technology.
Process Controls' major markets include the chemical,
pulp and paper, industrial/municipal water and wastewater
treatment, food and beverage, petroleum and petrochemical, life
sciences and industrial laboratory research, electric utility
and primary and fabricated metals processing industries. The
Process Controls operating units, Aurora Pump, DeZurik, Kinney
Vacuum, Leeds & Northrup, Lightnin and Revco/Lindberg, manufac-
ture and sell centrifugal and wastewater pumps; industrial
valves; high vacuum pumps; electronic measurement and control
instrumentation; mechanical mixers, industrial aerators and
electronically controlled feeders and scales; ultra low tem-
perature laboratory freezers and carbon dioxide incubators; and
heat processing equipment.
Electrical Controls' major markets are the electronic
equipment, non-residential construction, electric utility,
petroleum and petrochemical, broadcast, and small appliance
industries. The Electrical Controls operating units, Dielec-
tric Communications, GS Building Systems Corp., GS Electric,
O-Z/Gedney and Sola Electric manufacture and sell broadcast
transmission equipment and antennas; fire alarm and emergency
lighting systems, and signalling devices; electric motors;
firestop products, heat-trace products, transformers, and power
distribution switching equipment; electrical fittings, spe-
cialty fittings and enclosures; and power conditioning
equipment.
Industrial Technology's principal markets are the
telecommunications, auto and transit industries. Telecommuni-
cations products, manufactured by the Tau-tron and Telenex
units, include a comprehensive range of test instruments and
systems, transmission equipment, and data-network diagnostic
and management systems. The GFI-Genfare and Metal Forge units'
products include electronic fareboxes, turnstiles and vending
equipment, and cold-forged solid and tubular metal components
for automobiles and bicycles, respectively.
-3-
<PAGE>
The Company's principal executive offices are located
at High Ridge Park, Stamford, Connecticut 06904. The Company's
phone number is (203) 329-4100.
USE OF PROCEEDS
Except as otherwise provided in the Prospectus Sup-
plement, the net proceeds from the sale of the Securities will
be used for general corporate purposes, which may include the
reduction of outstanding indebtedness, working capital
increases, capital expenditures and possible acquisitions.
DESCRIPTION OF DEBT SECURITIES
Senior Debt Securities may be issued from time to
time in series under an indenture (the "Senior Indenture"),
between the Company and a trustee to be identified in the
applicable Prospectus Supplement (the "Senior Trustee"). The
Senior Indenture has been filed as an exhibit to the Registra-
tion Statement of which this Prospectus is a part. Subordi-
nated Debt Securities may be issued from time to time in series
under an indenture (the "Subordinated Indenture") between the
Company and a trustee to be identified in the applicable Pro-
spectus Supplement (the "Subordinated Trustee"). The Subordi-
nated Indenture has been filed as an exhibit to the Registra-
tion Statement of which this Prospectus is a part. The Senior
Indenture and the Subordinated Indenture are sometimes referred
to collectively as the "Indentures," and the Senior Trustee and
the Subordinated Trustee are sometimes referred to collectively
as the "Trustees." The statements under this caption are brief
summaries of certain provisions contained in the Indentures, do
not purport to be complete and are qualified in their entirety
by reference to the Indentures, including the definitions
therein of certain terms, copies of which are included or
incorporated by reference as exhibits to the Registration
Statement of which this Prospectus is a part. Capitalized
terms used herein and not defined shall have the meanings
assigned to them in the relevant Indenture. The particular
terms of the Debt Securities and any variations from such gen-
eral provisions applicable to any series of Debt Securities
will be set forth in the Prospectus Supplement with respect to
such series.
General
Each Indenture provides for the issuance of Debt
Securities in one or more series with the same or various
-4-
<PAGE>
maturities at par or at a discount. Any Debt Securities bear-
ing no interest or interest at a rate which at the time of
issuance is below market rates will be sold at a discount
(which may be substantial) from their stated principal amount.
Federal income tax consequences and other special consider-
ations applicable to any such discounted Debt Securities ("Dis-
counted Securities") will be described in the Prospectus Sup-
plement relating thereto. Neither Indenture limits the amount
of Debt Securities that can be issued thereunder.
Reference is made to the Prospectus Supplement for
the following terms, if applicable, of the Debt Securities
offered thereby: (1) the designation, aggregate principal
amount, currency or composite currency and denominations;
(2) the price at which such Debt Securities will be issued and,
if an index formula or other method is used, the method for
determining amounts of principal or interest; (3) the maturity
date and other dates, if any, on which principal will be pay-
able; (4) the interest rate (which may be fixed or variable),
if any; (5) the date or dates from which interest will accrue
and on which interest will be payable, and the record dates for
the payment of interest; (6) the manner of paying principal or
interest; (7) the place or places where principal and interest
will be payable; (8) the terms of any mandatory or optional
redemption by the Company; (9) the terms of any redemption at
the option of Holders; (10) whether such Debt Securities are to
be issuable as registered Debt Securities, bearer Debt Securi-
ties, or both, and whether and upon what terms registered Debt
Securities may be exchanged for bearer Debt Securities and vice
versa; (11) whether such Debt Securities are to be represented
in whole or in part by a Debt Security in global form and, if
so, the identity of the depositary ("Depositary") for any glo-
bal Debt Security; (12) any tax indemnity provisions; (13) if
the Debt Securities provide that payments of principal or
interest may be made in a currency other than that in which
Debt Securities are denominated, the manner for determining
such payments; (14) the portion of principal payable upon
acceleration of a Discounted Security); (15) whether and upon
what terms Debt Securities may be defeased; (16) any events of
default or restrictive covenants in addition to or in lieu of
those set forth in the Indentures; (17) provisions for elec-
tronic issuance of Debt Securities or for Debt Securities in
uncertificated form; (18) the terms, if any, upon which the
Debt Securities will be convertible into or exchangeable for
other securities or other property of the Company or another
person; and (19) any additional provisions or other special
terms not inconsistent with the provisions of the Indentures,
-5-
<PAGE>
including any terms that may be required or advisable under
United States or other applicable laws or regulations, or
advisable in connection with the marketing of the Debt
Securities.
Ranking of Debt Securities
The Senior Debt Securities will be unsecured and will
rank equally and ratably with other unsecured and unsubordi-
nated debt of the Company.
The obligations of the Company pursuant to any Subor-
dinated Debt Securities will be subordinate in right of payment
to all Senior Indebtedness of the Company. "Senior Indebted-
ness" of the Company is defined to mean the principal of (and
premium, if any) and interest on (a) any and all indebtedness
and obligations of the Company (including indebtedness of oth-
ers guaranteed by the Company) other than the Subordinated Debt
Securities, whether or not contingent and whether outstanding
on the date of the Subordinated Indenture or thereafter cre-
ated, incurred or assumed, which (i) are for money borrowed;
(ii) are evidenced by any bond, note, debenture or similar
instrument; (iii) represent the unpaid balance on the purchase
price of any property, business, or asset of any kind; (iv) are
obligations of the Company as lessee under any and all leases
of property, equipment or other assets required to be capital-
ized on the balance sheet of the lessee under generally
accepted accounting principles; (v) are reimbursement obliga-
tions of the Company with respect to letters of credit; and
(b) any deferrals, amendments, renewals, extensions, modifica-
tions and refundings of any indebtedness or obligations of the
types referred to above; provided that Senior Indebtedness
shall not include (i) the Subordinated Debt Securities;
(ii) any indebtedness or obligation of the Company which, by
its express terms or the express terms of the instrument creat-
ing or evidencing it, is not superior in right of payment to
the Subordinated Debt Securities; or (iii) any indebtedness or
obligation incurred by the Company in connection with the pur-
chase of assets, materials or services in the ordinary course
of business and which constitutes a trade payable.
The Subordinated Indenture does not contain any limi-
tation on the amount of Senior Indebtedness which may be here-
after incurred by the Company.
In the event of any default in the payment of the
principal of, or interest on, any Senior Indebtedness in an
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<PAGE>
aggregate principal amount of at least $5,000,000 or any
default permitting the acceleration of Senior Indebtedness in
an aggregate amount of at least $5,000,000 where notice of such
default has been given to the Company, no payment with respect
to the principal of or interest on the Subordinated Debt Secu-
rities will be made by the Company unless and until such
default has been cured or waived. Upon any payment or distri-
bution of the Company's assets to creditors of the Company in a
liquidation or dissolution of the Company, or in a reorganiza-
tion, bankruptcy, insolvency, receivership or similar proceed-
ing relating to the Company or its property, whether voluntary
or involuntary, the holders of Senior Indebtedness will first
be entitled to receive payment in full of all amounts due
thereon before the holders of the Subordinated Debt Securities
will be entitled to receive any payment upon the principal of
or premium, if any, or interest on the Subordinated Debt Secu-
rities. By reason of such subordination, in the event of
insolvency of the Company, holders of Senior Indebtedness of
the Company may receive more, ratably, and holders of the Sub-
ordinated Debt Securities may receive less, ratably, than the
other creditors of the Company. Such subordination will not
prevent the occurrence of any Event of Default in respect of
the Subordinated Debt Securities.
Covenants
The Senior Indenture contains, among others, the cov-
enants summarized below, which will be applicable (unless
waived or amended) so long as any of the Senior Debt Securities
are outstanding, unless stated otherwise in the Prospectus
Supplement.
Limitations on Liens. If the Company or any
Restricted Subsidiary shall incur, issue, assume or guarantee
or suffer to exist any evidence of indebtedness for money bor-
rowed ("Debt") secured by a mortgage, pledge or lien ("Mort-
gage") on any Principal Property of the Company or any
Restricted Subsidiary, or on any share of stock or Debt of any
Restricted Subsidiary, the Company will secure or cause such
Restricted Subsidiary to secure the Debt Securities equally and
ratably with (or, at the Company's option, prior to) such
secured Debt, unless the aggregate amount of all such secured
Debt, together with all Attributable Debt with respect to sale
and leaseback transactions involving Principal Properties (with
the exception of such transactions which are excluded as
described in "Limitations on Sale and Lease-Back Transactions"
-7-
<PAGE>
below), would not exceed 20% of Consolidated Capitalization (as
defined below).
The above restriction will not apply to, and there
will be excluded from secured Debt in any computation under
such restrictions, Debt secured by (a) Mortgages on property
of, or on any shares of stock of or Debt of, any corporation
existing at the time such corporation becomes a Restricted Sub-
sidiary or Mortgages existing at the date of the Senior Inden-
ture, (b) Mortgages in favor of the Company or a Restricted
Subsidiary, (c) Mortgages in favor of governmental bodies to
secure (i) progress, advance or other payments pursuant to any
contract or provision of any statute or (ii) Debt incurred to
finance the construction or improvement of the property subject
to the lien, (d) Mortgages on property, shares of stock or Debt
existing at the time of acquisition thereof (including acquisi-
tion through merger or consolidation) and purchase money and
construction Mortgages which are entered into within 365 days
of such purchase or construction, (e) Mortgages in favor of any
customer to secure advance payments in the ordinary course of
business, and (f) any extension, renewal or refunding of any
Mortgage referred to in the foregoing clauses (a) through (e)
inclusive.
Limitations on Sale and Lease-Back Transactions.
Neither the Company nor any Restricted Subsidiary (as defined
below) may enter into any sale and lease-back transaction with
respect to a Principal Property (as defined below) (except for
transactions involving leases for a term, including renewals,
of not more than three years and except for transactions
between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries), the acquisition of which, or comple-
tion of construction and commencement of full operation of
which, has occurred more than 365 days prior to such sale and
lease-back transaction, unless (a) the Company or such
Restricted Subsidiary could create Indebtedness secured by a
Mortgage on such property pursuant to the "Limitations on
Liens" covenant in an amount equal to the Attributable Debt
with respect to the sale and lease-back transaction without
equally and ratably securing the Debt Securities, or (b) within
365 days of the sale, the Company applies an amount equal to
the net proceeds from the sale to the retirement (other than in
satisfaction of any mandatory sinking fund obligations) of the
Debt Securities, other indebtedness of the Company ranking on a
parity with the Debt Securities or any indebtedness of a
Restricted Subsidiary, subject to reduction as set forth in the
Indenture, or expends an amount equal to such net proceeds for
-8-
<PAGE>
the acquisition or construction of a Principal Property or
effects a combination of such retirements and expenditures.
"Attributable Debt" means, as to any particular lease
under which any person is at the time liable, at any date as of
which the amount thereof is to be determined, the total net
amount of rent (discounted from the respective due dates
thereof at the rate implicit in the term of such lease)
required to be paid by such person under such lease during the
remaining term thereof.
"Consolidated Capitalization" means the sum of Con-
solidated Debt and Consolidated Net Worth.
"Consolidated Debt" means the sum of all Debt of the
Company and its Consolidated Subsidiaries, all indebtedness
secured by assets of (and whether or not assumed by) the Com-
pany or any Consolidated Subsidiary (which indebtedness shall
be valued at the lesser of the outstanding principal amount
thereof or the book value of such assets), all capitalized
lease liabilities of the Company and Consolidated Subsidiaries
and all outstanding obligations under guarantees and similar
undertakings with respect to any such indebtedness or liabili-
ties of persons other than the Company and Consolidated Subsid-
iaries which is required to be reflected on the Company's bal-
ance sheet (excluding any note thereto) in accordance with
GAAP.
"Consolidated Net Worth" means the par value (or
value stated on the books of the Company) of the Capital Stock
of all classes of the Company and its Consolidated Subsidiaries
issued and outstanding, plus (or minus in the case of a surplus
deficit), the amount of the consolidated surplus, whether capi-
tal or earned, of the Company and its Consolidated
Subsidiaries.
"Consolidated Subsidiary" means any Subsidiary the
accounts of which are consolidated with those of the Company in
accordance with GAAP.
"Principal Property" means all real and tangible per-
sonal property owned by the Company or a Restricted Subsidiary
constituting a part of any manufacturing or processing plant
located within the United States, exclusive of any property
which the Company shall have determined is not of material
importance to the total business conducted by the Company and
its Subsidiaries as an entirety. Such determination shall be
-9-
<PAGE>
evidenced by an Officers' Certificate delivered to the Trustee.
In the absence of any such Officers' Certificate, the Senior
Trustee may be entitled to assume that any manufacturing or
processing plant within the United States of the Company or a
Restricted Subsidiary is a Principal Property.
"Restricted Subsidiary" means (a) any Subsidiary of
the Company other than (i) any Subsidiary substantially all the
physical property of which is located, and substantially all
the business of which is carried on, outside the United States
of America, (ii) any Subsidiary the primary business of which
consists of owning real property leased to the Company or any
Subsidiary, or (iii) any Subsidiary primarily engaged in the
business of a commercial finance company; and (b) any Subsid-
iary referred to in (i), (ii) or (iii) above which the Company
shall designate as a Restricted Subsidiary.
The term "Subsidiary" means a corporation more than
50% of the outstanding voting stock of which is owned, directly
or indirectly, by the Company or by one or more other Subsid-
iaries or by the Company and one or more other Subsidiaries.
Global Securities
The Debt Securities of a series may be issued in
whole or in part in the form of one or more global securities
("Global Securities") that will be deposited with, or on behalf
of, a Depositary identified in the Prospectus Supplement relat-
ing to such series. Global Securities will be issued in regis-
tered form and in either temporary or definitive form. Unless
and until it is exchanged in whole or in part for Notes in
definitive form, a Global Security may not be transferred
except as a whole by the Depositary for such Global Security to
a nominee of such Depositary or by a nominee of such Depositary
to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor of such
Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with
respect to Debt Securities of a series will be described in the
Prospectus Supplement relating to such series. The Company
anticipates that the following provisions will apply to all
Depositary arrangements.
Upon the issuance of a Global Security, the Deposi-
tary for such Global Security will credit, on its book-entry
registration and transfer system, the respective principal
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amounts of the Notes represented by such Global Security to the
accounts of institutions that have accounts with such Deposi-
tary ("Participants"). The accounts to be credited shall be
designated by the underwriters of such Debt Securities, by cer-
tain agents of the Company or by the Company, if such Debt
Securities are offered and sold directly by the Company. Own-
ership of beneficial interests in a Global Security will be
limited to Participants or persons that may hold interest
through Participants. Ownership of beneficial interest in such
Global Security will be shown on, and the transfer of that own-
ership will be effected only through, records maintained by the
Depositary with respect to Participants' to beneficial owners'
interests. The laws of some states require that certain pur-
chasers of securities take physical delivery of such securities
in definitive form. Such ownership limits and such laws may
impair the ability to transfer beneficial interests in a Global
Security.
So long as the Depositary for a Global Security, or
its nominee, is the holder of such Global Security, such
Depositary or such nominee, as the case may be, will be consid-
ered the sole owner or holder of the Debt Securities repre-
sented by such Global Security for all purposes under the
Indenture governing such Debt Securities. Except as set forth
below, owners of beneficial interests in a Global Security will
not be entitled to have Debt Securities of the series repre-
sented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of Debt
Securities of such series in definitive form and will not be
considered the owners or holders thereof under the Indenture
governing such Debt Securities.
Principal and interest payments on Debt Securities
registered in the name of or held by a Depositary or its nomi-
nee will be made to the Depositary or its nominee, as the case
may be, as the registered owner of the Global Security repre-
senting such Debt Securities. The Company expects that the
Depositary for Debt Securities of a series, upon receipt of any
payment of principal or interest in respect of a Global Securi-
ties, will immediately credit Participants' accounts with pay-
ments in amount proportionate to their respective beneficial
interest in the principal amount of such Global Security as
shown on the records of such Depositary. The Company also
expect that payments by Participants to owners of beneficial
interest in such Global Security held through such Participants
will be governed by standing instructions and customary prac-
tices, as is now the case with securities held for the accounts
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of customers in bearer form or registered in "street name," and
will be the responsibility of such Participants. None of the
Company, the Trustee for such Debt Securities, any paying agent
or any registrar for such Debt Securities will have any respon-
sibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interest in
a Global Security for such Debt Securities or for maintaining,
supervising or reviewing any records relating to such benefi-
cial ownership interests.
If a Depositary for Debt Securities of a series is at
any time unwilling or unable to continue a Depositary and suc-
cessor Depositary is not appointed by the Company within 90
days, the Company will issue Debt Securities of such series in
definitive form in exchange for the Global Security or Securi-
ties representing the Debt Securities of such a series repre-
sented by one or more Global Securities and, in such event,
will issue Debt Securities of such series in definitive form in
exchange for the Global Security or Securities representing
such Debt Securities.
Interest and Foreign Currency
Principal, premium, if any, and interest will be pay-
able, and the Debt Securities will be transferable, in the man-
ner described in the Prospectus Supplement relating to such
Debt Securities.
If any of the Debt Securities are sold for any for-
eign currency or currency unit or if principal of, premium, if
any, or any interest on any of the Debt Securities is payable
in any foreign currency or currency unit, the restrictions,
elections, tax consequences, specific terms and other informa-
tion with respect to such issue of Debt Securities and such
foreign currency or currency unit will be specified in a Pro-
spectus Supplement.
Consolidation, Merger, Sale or Conveyance
The Indentures provide that the Company may not con-
solidate with or merge into any other person or convey, trans-
fer or lease its properties and assets substantially as an
entirety to any person and the Company shall not permit any
person to consolidate with or merge into the Company or convey,
transfer or lease its properties and assets substantially as an
entirety to the Company, unless (i) the successor corporation
shall be a corporation organized and validly existing under the
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laws of the United States, any State thereof or the District of
Columbia, and shall expressly assume by a supplemental inden-
ture all obligations of the Company under the applicable Inden-
ture, the Debt Securities issued under such Indenture and any
coupons pertaining thereto; (ii) immediately after giving
effect to such transaction and treating any indebtedness which
becomes an obligation of the Company or a Subsidiary as a
result of such transaction as having been incurred by the Com-
pany or such Subsidiary at the time of such transaction, no
Default, and no event which, after notice or lapse of time or
both would become an Event of Default, shall have happened and
be continuing; (iii) if, as a result of any such transaction a
Principal Property would become subject to a mortgage, pledge,
lien, security interest or other encumbrance which would not be
permitted by the Senior Indenture, the Company or such succes-
sor Person, as the case may be, secures the Senior Debt Securi-
ties equally and ratably with or prior to such Lien. The suc-
cessor shall be substituted for the Company and thereafter all
obligations of the Company under the applicable Indenture, the
Debt Securities issued under such Indenture and any coupons
pertaining thereto shall terminate.
Events of Default; Waiver and Notice Thereof;
Debt Securities in Foreign Currencies
As to any series of Debt Securities, an Event of
Default occurs if
(1) the Company defaults in any payment of interest
on any Securities of the series when the same
becomes due and payable and the Default contin-
ues for a period of 30 days;
(2) the Company defaults in the payment of the prin-
cipal of any Securities of the series when the
same becomes due and payable at maturity or upon
redemption, acceleration or otherwise and the
Default continues for a period of five days;
(3) the Company defaults in the performance of any
of its other agreements applicable to the series
and the Default continues for 90 days after
notice is given by the Holders of at least 25%
in principal amount of the series of Debt Secu-
rities issued under the applicable Indenture;
and
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(4) certain events of bankruptcy, insolvency and
reorganization occur with respect to the
Company.
If an Event of Default occurs and is continuing with
respect to any series of Debt Securities, the applicable Trus-
tee, by notice to the Company, or the holders of at least 25%
in principal amount of the Debt Securities of the series, by
notice to the Company and the Trustee, may declare the princi-
pal (or, in the case of Discounted Securities, the portion
thereof specified in the terms thereof) and accrued interest
thereon on all Debt Securities of the series to be immediately
due and payable. Upon certain conditions such declarations may
be annulled and past defaults (except for defaults in the pay-
ment of principal of, any premium on, or any interest on, such
Debt Securities) may be waived by the holders of a majority in
principal amount of the Debt Securities of such series.
Under the Indentures, each Trustee must give to the
holders of each series of Debt Securities notice of all uncured
defaults known to it with respect to such series within 90 days
after such a default occurs (the term default to include the
events specified above without notice or grace periods); pro-
vided, that except in the case of a default in the payment of
principal of, any premium on, or any interest on, any of the
Debt Securities, or default in the payment of any sinking fund
installment or analogous obligations, a Trustee shall be pro-
tected from withholding such notice if such Trustee in good
faith determines that the withholding of such notice is in the
interests of the holders of the Debt Securities of such series;
provided, further, that in the case of a covenant default no
such notice shall be given until at least 90 days after the
occurrence thereof.
No holder of any Debt Securities of any series may
institute any action under the applicable Indenture unless
(a) such holder shall have given the Trustee thereunder written
notice of a continuing Event of Default with respect to the
Debt Securities of such series, (b) the holders of not less
than 25% in aggregate principal amount of the Debt Securities
of such series shall have requested the Trustee to pursue reme-
dies in respect of such Event of Default, (c) such holder or
holders shall have offered the Trustee indemnity satisfactory
to such Trustee, (d) the Trustee shall have failed to institute
an action for 60 days thereafter and (e) no inconsistent direc-
tion shall have been given to the Trustee during such 60-day
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period by the holders of a majority in principal amount of out-
standing Debt Securities of such series.
The holders of a majority in aggregate principal
amount of the Debt Securities of any series affected and then
outstanding will have the right, subject to certain limita-
tions, to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exer-
cising any trust or power conferred on the Trustee with respect
to such series of Debt Securities. The Indentures provide that
in case an Event of Default shall occur and be continuing, each
Trustee, in exercising its rights and powers under the Inden-
tures, will be required to use the degree of care of a prudent
man in the conduct of his own affairs. The Indentures further
provide that the Trustee shall not be required to expand or
risk its own funds or otherwise incur any financial liability
in the performance of any of its duties under such Indenture
unless it has reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or lia-
bility is reasonably assured to it.
The Company must furnish to each Trustee within 120
days after the end of such fiscal year of the Company a state-
ment signed by certain officers of the Company to the effect
that the Company is not in default in the performance and
observance of the terms of the relevant Indenture or, if the
Company is in default, specifying such default.
If any Debt Securities are denominated in currency
other than that of the United States, then for the purposes of
determining whether the holders of the requisite principal
amount of Debt Securities have taken any action as herein
described, the principal amount of such Debt Securities shall
be deemed to be that amount of United States dollars that could
be obtained for such principal amount on the basis of the mar-
ket rate of exchange into United States dollars for the cur-
rency in which such Debt Securities are denominated (as evi-
denced to the relevant Trustee by an Officers' Certificate) as
of the date the taking of such action by the holders of such
requisite principal amount is evidenced to the relevant Trustee
as provided in the applicable Indenture.
If any Debt Securities are Discounted Securities,
then for the purposes of determining whether the holders of the
requisite principal amount of Debt Securities have taken any
action herein described, the principal amount of such Debt
Securities shall be deemed to be the portion of such principal
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amount that would be due and payable at the time of the taking
of such action upon a declaration of acceleration of maturity
thereof.
Modification of Indentures
Unless the resolution establishing the terms of a
series otherwise provides, the applicable Indenture and the
Debt Securities or any coupons of the series may be amended,
and any default may be waived as follows: the Debt Securities
and the applicable Indenture may be amended with the consent of
holders of a majority in principal amount of the Debt Securi-
ties of all series affected voting as one class. A default
with respect to a series may be waived with the consent of the
holders of a majority in principal amount of the Debt Securi-
ties of the series. However, without the consent of each
holder affected, no amendment or waiver may (1) reduce the
amount of Debt Securities whose holders must consent to an
amendment or waiver, (2) reduce the interest on or change the
time for payment of interest on any Debt Security, (3) change
the fixed maturity of any Debt Security, (4) reduce the princi-
pal of any non-Discounted Security or reduce the amount of
principal of any Discounted Security that would be due on
acceleration thereof, (5) change the currency in which princi-
pal or interest on a Debt Security is payable, (6) waive any
default in payment of interest on or principal of a Debt Secu-
rity or (7) change certain provisions of the applicable Inden-
ture regarding waiver of past defaults and amendments with the
consent of holders other than to increase the principal amount
of Debt Securities required to consent. Without the consent of
any holder, either Indenture, the Debt Securities or any cou-
pons may be amended to cure any ambiguity, omission, defect or
inconsistency; to provide for the assumption of Company obliga-
tions to holders in the event of a merger or consolidation
requiring such assumption; to provide that specific provisions
in the applicable Indenture not apply to a series of Debt Secu-
rities not previously issued; to create a series and establish
its terms; to provide for a separate Trustee for one or more
series; or to make any change that does not materially
adversely affect the rights of any holder.
Defeasance
Debt Securities of a series may be defeased in accor-
dance with their terms and, unless the resolution establishing
the terms of the series otherwise provides, as set forth below.
The Company at any time may terminate as to a series all of its
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<PAGE>
obligations (except for certain obligations with respect to the
defeasance trust and obligations to register the transfer or
exchange of a Debt Security, to replace destroyed, lost or sto-
len Debt Securities and coupons and to maintain agencies in
respect of the Debt Securities) with respect to the Debt Secu-
rities of that series and any related coupons and the appli-
cable Indenture ("legal defeasance"). The Company at any time
may terminate as to a series its obligations with respect to
the Debt Securities and coupons of that series under the cove-
nants described under "Covenants" ("covenant defeasance").
The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance
option. If the Company exercises its legal defeasance option,
a series may not be accelerated because of an Event of Default.
If the Company exercises its covenant defeasance option, a
series may not be accelerated by reference to the covenants
described under "Covenants."
To exercise either option as to a series, the Company
must deposit in the trust (the "defeasance trust") with the
applicable Trustee money or U.S. Government Obligations for the
payment of principal, premium, if any, and interest on the Debt
Securities of the series to redemption or maturity and must
comply with certain other conditions. In particular, if the
defeasance occurs more than twelve months prior to the earlier
of the maturity or the date fixed for redemption of the series
to be defeased, the Company must obtain an opinion of tax coun-
sel that the defeasance will not result in recognition for Fed-
eral income tax purposes of any gain or loss to holders of the
series. "U.S. Government Obligations" are direct obligations
of the United States of America which have the full faith and
credit of the United States of America pledged for payment and
which are not callable at the issuer's option, or certificates
representing an ownership interest in such obligations.
Conversion Rights of Debt Securities
If so indicated in the applicable Prospectus Supple-
ment with respect to a particular series of Debt Securities,
holders of such series of Debt Securities will be entitled, at
any time prior to the date set forth in the Prospectus Supple-
ment relating to such series, subject to prior redemption, to
convert such Debt Securities or portions thereof (which are
$1,000 or integral multiples thereof) into Common Stock, at the
conversion rate stated in the Prospectus Supplement, subject to
adjustment as described below or in the applicable Prospectus
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<PAGE>
Supplement. The right to convert Debt Securities called for
redemption will terminate at the close of business on the
redemption date, and will be lost if not exercised prior to
that time unless the Company defaults in making the payments
due upon redemption.
To convert a Debt Security, a Holder must
(i) complete and manually sign the conversion notice (the "Con-
version Notice") on the back of the Debt Security (or complete
and manually sign a facsimile thereof) and deliver such notice
to the Conversion Agent or any other office or agency main-
tained for such purpose, (ii) surrender the Debt Security to
the Conversion Agent or at such other office or agency by
physical delivery, (iii) if required, furnish appropriate
endorsements and transfer documents, and (iv) if required, pay
all transfer or similar taxes. The date by which such notice
shall have been received and the Debt Security shall have been
so surrendered to the Conversion Agent is the Conversion Date.
Such Conversion Notice shall be irrevocable and may not be
withdrawn by a Holder for any reason.
Unless otherwise provided in the applicable Prospec-
tus Supplement, the conversion rate is subject to adjustment
upon the occurrence of certain events, including the issuance
of Common Stock as a dividend or distribution on the Common
Stock; subdivisions, combinations and certain reclassifications
of Common Stock; the issuance to all holders of Common Stock of
shares or certain rights or warrants to subscribe for shares of
Common Stock at less than the then current Market Price per
share; and the distribution to all holders of Common Stock of
any assets (other than cash dividends paid out of retained
earnings) or debt securities or any rights or warrants to pur-
chase assets or debt securities. The Company may also increase
the conversion rate at any time, temporarily or otherwise, by
any amount so long as the conversion rate does not cause Common
Stock to be issued at less than its par value.
No adjustment in the conversion rate will be required
unless such adjustment would require a change of at least 1% of
the price then in effect; provided, however, that any adjust-
ment that would otherwise be required to be made shall be car-
ried forward and taken into account in any subsequent
adjustment.
If any Debt Security is converted between the record
date for the payment of interest and the next succeeding inter-
est payment date, such Debt Security must be accompanied by
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funds equal to the interest payable on such succeeding interest
payment date on the principal amount so converted (unless such
Debt Security shall have been called for redemption during such
period, in which case no such payment shall be required), and
the interest on the principal amount of the Debt Security being
converted will be paid on such next succeeding interest payment
date to the registered holder of such Debt Security on the
immediately preceding record date. A Debt Security converted
on an interest payment date need not be accompanied by any pay-
ment, and the interest on the principal amount of the Debt
Security being converted will be paid on such interest payment
date to the registered holder of such Debt Security on the
immediately preceding record date, except as otherwise provided
by the applicable Indenture. Subject to the aforesaid right of
the registered holder to receive interest, no payment or
adjustment will be made on conversion for interest accrued on
the converted Subordinated Debt Security or for dividends on
the Common Stock issued on conversion.
Limitations on Issuance of Bearer Securities
In compliance with United States federal tax laws and
regulations, Bearer Securities (including Debt Securities in
permanent global bearer form) may not be offered, sold, resold
or delivered in connection with their original issuance in the
United States or to United States persons (each as defined
below) other than to offices located outside the United States
of United States financial institutions (as defined in Treasury
Regulations Section 1.165.12(c)(1)(v)) that are purchasing for
their own account or for the account of a customer and that
agree in writing to comply with the requirements of Section
165(j)(3)(A), (B), or (C) of the Internal Revenue Code of 1986,
as amended (the "Code") and the regulations thereunder. Any
underwriters, agents and dealers participating in the offering
of Bearer Securities must agree that such person will not
offer, sell, resell, or deliver any Bearer Securities in the
United States or to United States persons (other than the
financial institutions which are described above, and which
agree to provide a certificate to that effect) in connection
with the original issuance thereof. In addition, any such
underwriters, agents and dealers must agree to send a confirma-
tion to each purchaser of a Bearer Security confirming that
such purchaser represents that it is not a United States person
or, if it is a United States person, it is a financial institu-
tion described above purchasing for its own account or the
account of a customer and, if such person is a dealer, that it
will send similar confirmations to its purchasers. In
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connection with the original issuance of the Bearer Securities,
such Bearer Securities will be delivered in permanent form (or
issued, if the obligation is not in permanent form) to the per-
son entitled to physical delivery thereof only upon presenta-
tion of a certificate signed by such person to the Company,
underwriter, agent or dealer participating in the offering of
Bearer Securities, which certificate states that the Bearer
Security is not being acquired by or on behalf of a United
States person, or for offer to resell or for resale to a United
States person or any person inside the United States, or, if a
beneficial interest in a Bearer Security is being acquired by a
United States person, that such person is a financial institu-
tion as defined in Treasury Regulations Section
1.165.12(c)(1)(v) or is acquiring through a financial institu-
tion and that the Bearer Security is held by a financial insti-
tution that has agreed to comply with the requirements of
Section 165(j)(3)(A), (B), or (C) of the Code and the regula-
tions thereunder and that it is not purchasing for offer to
resell or for resale inside the United States, Bearer Securi-
ties and any coupons appertaining thereto will bear a legend
substantially to the following effect: "Any United States per-
son who holds this obligation will be subject to limitations
under the United States income tax laws, including the limita-
tions provided in Sections 165(j) and 257(a) of the Internal
Revenue Code." The Code Sections referred to in such legend
provide that a United States person (other than a United States
financial institution described above or a United States person
holding through such financial institution) who holds a Bearer
Security will not be allowed to deduct any loss realized on the
sale, exchange or redemption of such Bearer Security and any
gain (which might otherwise be characterized as capital gain)
recognized on such sale, exchange or redemption will be treated
as ordinary income.
As used herein, "United States person" means a citi-
zen or resident of the United States, a corporation, partner-
ship or other entity created or organized in or under the laws
of the United States or any political subdivision thereof or an
estate or trust the income of which is subject to United States
federal income taxation regardless of its source, and "United
States" means the United States of America (including the
States and the District of Columbia), its territories, its pos-
sessions, the Commonwealth of Puerto Rico and other areas sub-
ject to its jurisdiction.
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Governing Law
The Indentures and the Debt Securities will be gov-
erned by, and construed in accordance with, the laws of the
State of New York.
DESCRIPTION OF CAPITAL STOCK
General
The Company is authorized to issue 150,000,000 shares
of Common Stock, par value $1.00 per share and 10,000,000
shares of Preferred Stock, par value $1.00 per share. All out-
standing shares of Common Stock are fully paid and
nonassessable.
Common Stock
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 or preemptive rights. The Company's
Common Stock is not subject to further calls and all of the
outstanding shares of Common Stock are fully paid and nonas-
sessable, except to the extent that under Section 630 of the
New York Business Corporation Law, the ten largest shareholders
of the Company, as determined by the fair value of their
respective beneficial interests, may under certain circum-
stances 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 Certificate of Incorporation requires
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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 Certificate of
Incorporation, relating to (i) the number, classification and
terms of office of directors, (ii) the quorum of directors
required for the transaction of business, (iii) the filling of
newly created directorships and vacancies occurring in the
Board of Directors, (iv) the removal of directors, or (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 Company's Certificate of Incorporation authorizes
the Board of Directors from time to time to authorize the issu-
ance of Preferred Stock without any action of the shareholders
and to fix the dividend and liquidaton preferences, voting
rights, concession privileges and redemption terms of any
series of Preferred Stock. The existence of the Rights, the
division of the Board of Directors into classes and the ability
to fix the terms of a series of Preferred Stock could have the
effect of delaying or preventing a change in control of the
Company.
The Common Stock is listed on the New York Stock
Exchange and the Pacific Stock Exchange. The Transfer Agent
for the Common Stock is The Bank of New York.
Preferred Stock
As of the date of the Prospectus there are no out-
standing shares of Preferred Stock. The Preferred Stock may be
issued by resolution of the Company's Board of Directors from
time to time without any action of the shareholders. Such res-
olutions may authorize issuances in one or more series, and may
fix and determine dividend and liquidation preferences, voting
rights, conversion privileges, redemption terms, and other
privileges and rights of the shareholders of each class or
series so authorized. The specific terms of any series of Pre-
ferred Stock will be described in the Prospectus Supplement
relating to such series.
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DESCRIPTION OF SECURITIES WARRANTS
The Company may issue Securities Warrants for the
purchase of Debt Securities, Preferred Stock or Common Stock.
Securities Warrants may be issued independently or together
with Debt Securities, Preferred Stock or Common Stock offered
by any Prospectus Supplement and may be attached to or separate
from such Debt Securities, Preferred Stock or Common Stock.
Each series of Securities Warrants will be issued under a sepa-
rate warrant agreement (a "Warrant Agreement") to be entered
into between the Company and a bank or trust company, as War-
rant Agent (the "Warrant Agent"), all as set forth in the Pro-
spectus Supplement relating to the particular issue of offered
Securities Warrants. The Warrant Agent will act solely as an
agent of the Company in connection with the Securities Warrant
certificates relating to the Securities Warrants and will not
assume any obligation or relationship of agency or trust for or
with any holders of Securities Warrant certificates or benefi-
cial owners of Securities Warrants. The following summaries of
certain provisions of the Warrant Agreements and Securities
Warrants do not purport to be complete and are subject to, and
are qualified in their entirety by reference to, all the provi-
sions of the Warrant Agreement and the Securities Warrant cer-
tificates relating to each series of Securities Warrants which
will be filed with the Commission and incorporated by reference
as an exhibit to the Registration Statement of which this Pro-
spectus is a part at or prior to the time of the issuance of
such series of Securities Warrants.
General
If Securities Warrants are offered, the applicable
Prospectus Supplement will describe the terms of such Securi-
ties Warrants, including, in the case of Securities Warrants
for the purchase of Debt Securities, the following where appli-
cable: (i) the offering price; (ii) the denominations and
terms of the series of Debt Securities purchasable upon exer-
cise of such Securities Warrants and whether such Debt Securi-
ties are Senior Debt Securities or Subordinated Debt Securi-
ties; (iii) the designation and terms of any series of Debt
Securities or Preferred Stock with which such Securities War-
rants are being offered and the number of such Securities War-
rants being offered with each such Debt Security or share of
Preferred Stock; (iv) the date, if any, on and after which such
Securities Warrants and the related series of Debt Securities
or Preferred Stock will be transferable separately; (v) the
principal amount of the series of Debt Securities purchasable
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upon exercise of each such Securities Warrant and the price at
which such principal amount of Debt Securities of such series
may be purchased upon such exercise; (vi) the date on which the
right to exercise such Securities Warrants shall commence and
the date (the "Expiration Date") on which such right shall
expire; (vii) whether the Securities Warrants will be issued in
registered or bearer form; (viii) any special United States
Federal income tax consequences; (ix) the terms, if any, on
which the Company may accelerate the date by which the Securi-
ties Warrants must be exercised; and (x) any other terms of
such Securities Warrants.
In the case of Securities Warrants for the purchase
of Preferred Stock or Common Stock, the applicable Prospectus
Supplement will describe the terms of such Securities Warrants,
including the following where applicable: (i) the offering
price; (ii) the aggregate number of shares purchasable upon
exercise of such Securities Warrants, the exercise price and,
in the case of Securities Warrants for Preferred Stock, the
designation, aggregate number and terms of the series of Pre-
ferred Stock purchasable upon exercise of such Securities War-
rants; (iii) the designation and terms of the series of Debt
Securities or Preferred Stock with which such Securities War-
rants are being offered and the number of such Securities War-
rants being offered with each such Debt Security or share of
Preferred Stock; (iv) the date, if any, on and after which such
Securities Warrants and the related series of Debt Securities
or Preferred Stock or Common Stock will be transferable sepa-
rately; (v) the date on which the right to exercise such Secu-
rities Warrants shall commence and the Expiration Date; (vi)
any special United States Federal income tax consequences; and
(vii) any other terms of such Securities Warrants. Securities
Warrants for the purchase of Preferred Stock or Common Stock
will be offered and exercisable for United States dollars only
and will be in registered form only.
Securities Warrant certificates may be exchanged for
new Securities Warrant certificates of different denominations,
may (if in registered form) be presented for registration of
transfer, and may be exercised at the corporate trust office of
the Warrant Agent or any other office indicated in the appli-
cable Prospectus Supplement. Prior to the exercise of any
Securities Warrant to purchase Debt Securities, holders of such
Securities Warrants will not have any of the rights of Holders
of the Debt Securities purchasable upon such exercise, includ-
ing the right to receive payments of principal, of premium, if
any, or interest, if any, on such Debt Securities or to enforce
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<PAGE>
covenants in the applicable Indenture. Prior to the exercise
of any Securities Warrants to purchase Preferred Stock or Com-
mon Stock, holders of such Securities Warrants will not have
any rights of holders of such Preferred Stock or Common Stock,
including the right to receive payments of dividends, if any,
on such Preferred Stock or Common Stock, or to exercise any
applicable right to vote.
Exercise of Securities Warrants
Each Securities Warrant will entitle the holder
thereof to purchase such principal amount of Debt Securities or
number of shares of Preferred Stock or Common Stock, as the
case may be, at such exercise price as shall in each case be
set forth in, or calculable from, the Prospectus Supplement
relating to the offered Securities Warrants. After the close
of business on the Expiration Date (or such later date to which
such Expiration Date may be extended by the Company),
unexercised Securities Warrants will become void.
Securities Warrants may be exercised by delivering to
the Warrant Agent payment as provided in the applicable Pro-
spectus Supplement of the amount required to purchase the Debt
Securities, Preferred Stock or Common Stock, as the case may
be, purchasable upon such exercise together with certain infor-
mation set forth on the reverse side of the Securities Warrant
certificate. Securities Warrants will be deemed to have been
exercised upon receipt of payment of the exercise price in cash
or by certified or official bank check, subject to the receipt
within five (5) business days of the Securities Warrant cer-
tificate evidencing such Securities Warrants. Upon receipt of
such payment and the Securities Warrant certificate properly
completed and duly executed at the corporate trust office of
the Warrant Agent or any other office indicated in the appli-
cable Prospectus Supplement, the Company will, as soon as prac-
ticable, issue and deliver the Debt Securities, Preferred Stock
or Common Stock, as the case may be, purchasable upon such
exercise. If fewer than all of the Securities Warrants repre-
sented by such Securities Warrant certificate are exercised, a
new Securities Warrant certificate will be issued for the
remaining amount of Securities Warrants.
Amendments and Supplements to Warrant Agreements
The Warrant Agreements may be amended or supplemented
without the consent of the holders of the Securities Warrants
issued thereunder to effect changes that are not inconsistent
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<PAGE>
with the provisions of the Securities Warrants and that do not
adversely affect the interests of the holders of the Securities
Warrants.
Warrant Adjustments
The applicable Prospectus Supplement will specify the
manner, if any, in which the exercise price of, and the number
or amount of securities covered by, a Common Stock Warrant or
Preferred Stock Warrants are subject to adjustment in certain
circumstances.
PLAN OF DISTRIBUTION
The Company may sell the Securities (i) through
underwriters or dealers; (ii) through agents; (iii) directly to
purchasers; or (iv) through a combination of any such methods
of sale. Any such underwriter, dealer or agent may be deemed
to be an underwriter within the meaning of the Securities Act
of 1933, as amended. The Prospectus Supplement relating to the
Securities will set forth their offering terms, including the
name or names of any underwriters, the purchase price of the
Securities and the proceeds to the Company from such sale, any
underwriting discounts, commissions and other items constitut-
ing underwriters' compensation, any initial public offering
price, and any underwriting discounts, commissions and other
items allowed or reallowed or paid to dealers and any securi-
ties exchanges on which the Securities may be listed.
If underwriters are used in the sale, the Securities
will be acquired by the underwriters for their own account and
may be resold from time to time in one or more transactions, at
a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, or at prices related to
such prevailing market prices, or at negotiated prices. The
Securities may be offered to the public either through under-
writing syndicates represented by one or more managing under-
writers or directly by one or more of such firms. Unless
otherwise set forth in the Prospectus Supplement, the obliga-
tions of the underwriters to purchase the Securities will be
subject to certain conditions precedent and the underwriters
will be obligated to purchase all the Securities if any are
purchased. Any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
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<PAGE>
Securities may be sold directly by the Company or
through agents designated by the Company from time to time.
Any agent involved in the offer or sale of the Securities in
respect of which this Prospectus is delivered will be named,
and any commissions payable by the Company to such agent will
be set forth, in the accompanying Prospectus Supplement.
Unless otherwise indicated in the Prospectus Supplement, any
such agent will be acting on a best efforts basis for the
period of its appointment.
If so indicated in the Prospectus Supplement, the
Company will authorize underwriters, dealers or agents to
solicit offers by certain specified institutions to purchase
Securities from the Company at the public offering price set
forth in the accompanying Prospectus Supplement pursuant to
delayed delivery contracts providing for payment and delivery
on a specified date in the future. Such contracts will be sub-
ject to any conditions set forth in the accompanying Prospectus
Supplement and such Prospectus Supplement will set forth the
commission payable for solicitation of such contracts. The
underwriters and other persons soliciting such contracts will
have no responsibility for the validity or performance of any
such contracts.
Underwriters, dealers and agents may be entitled,
under agreements entered into with the Company, to indemnifica-
tion by the Company against certain civil liabilities, includ-
ing liabilities under the Securities Act of 1933, as amended,
or to contribution by the Company to payments they may be
required to make in respect thereof.
Each underwriter, dealer and agent participating in
the distribution of any Debt Securities which are Bearer Secu-
rities will agree that it will not offer, sell or deliver,
directly or indirectly, Bearer Securities in the United States
or to United States persons (other than qualifying financial
institutions), in connection with the original issuance of the
Debt Securities. See "Limitations on Issuance of Bearer
Securities."
Debt Securities may not be offered or sold directly
or indirectly in Great Britain other than to purchasers whose
ordinary business it is to buy or sell shares or debentures
(except in circumstances which do not constitute an offer to
the public within the meaning of the Companies Act 1985), and
this Prospectus and any Prospectus Supplement or any other
offering material relating to the Debt Securities may not be
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<PAGE>
distributed in or from Great Britain other than to persons
whose business involves the acquisition and disposal, or the
holding, of securities whether as principal or as agent.
Certain of the underwriters, agents or dealers and
their associates may be customers of, or engage in transactions
with and perform services for the Company in the ordinary
course of business.
LEGAL MATTERS
Certain legal matters in connection with the Securi-
ties will be passed upon for the Company by Cahill Gordon &
Reindel (a partnership including a professional corporation),
New York, New York, and for any underwriters, by counsel named
in the related Prospectus Supplement.
EXPERTS
The consolidated financial statements and schedules
of General Signal Corporation at December 31, 1993 and 1992, and
for the years then ended, appearing or incorporated by refer-
ence in General Signal Corporation's Annual Report (Form 10-K)
for the year ended December 31, 1993 have been audited by Ernst
& Young, independent auditors, as set forth in their reports
thereon included or incorporated by reference therein and
incorporated herein by reference. Such financial statements
are incorporated herein in reliance upon such reports given
upon the authority of such firm as experts in accounting and
auditing.
The statements of earnings, shareholders' equity and
cash flows and related schedules of General Signal Corporation
and consolidated subsidiaries for the year ended December 31,
1991 (prior to the acquisition of Revco Scientific, Inc.) which
appear in the December 31, 1993 annual report on Form 10-K of
General Signal Corporation, have been incorporated by reference
herein and elsewhere in the Prospectus in reliance upon the report
of KMPG Peat Marwick, independent certified public accountants,
incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Securities and Exchange Commission
Registration Fee ............................... $ 75,000
Cost of Printing ................................. 40,000
Rating Agency Fees ............................... 60,000
Independent Auditors' Services and Expenses ...... 20,000
Legal Services and Expenses (including
Blue Sky fees and expenses) .................... 75,000
Trustee's Fees and Expenses ...................... 20,000
Miscellaneous .................................... 10,000
Total ................. 300,000
Other than the SEC Registration Fee, all amounts set
forth above are estimates.
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
II-1
<PAGE>
any appeal therein, provided that no such indemni-
fication shall be made if a judgment or other
final adjudication adverse to such Indemnified
Party establishes that either (a) his or her acts
were committed in bad faith, or were the result of
active and deliberate dishonesty, and were mate-
rial to the cause of action so adjudicated, or
(b) that he or she personally gained in fact a
financial profit or other advantage to which 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 year ended December 31, 1993.
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.
The Company's Restated Certificate of Incorporation
includes a provision eliminating directors' liability to the
Company and shareholders of the Company in certain circum-
stances authorized by New York law. This provision, which is
authorized by Section 402(b) of the BCL, provides that a direc-
tor shall not be personally liable to the Company or its share-
holders 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.
1.1 -- Form of Underwriting Agreement**
3.1 -- Restated Certificate of Incorporation of
General Signal Corporation, as amended
through April 21, 1994 (incorporated
herein by reference to Exhibit 3.1 of
the Company's Quarterly Report on Form
10-Q for the quarter ended March 31,
1994 (the "March 1994 Form 10-Q"))**
3.2 -- By-laws of General Signal Corporation,
as amended through April 21, 1994
(incorporated herein by reference to
Exhibit 3.2 of the March 1994 Form 10-Q)**
4.1 -- Form of Senior Indenture**
4.2 -- Form of Subordinated Indenture**
4.3 -- Copies of the instruments with respect
to the Company's long-term debt are
available to the Securities and Exchange
Commission upon request**
4.4 -- Copies of the Credit Agreements among
General Signal Corporation and Various
Commercial Banking Institutions, as
amended through January 12, 1994, as
described in the Notes to Financial
Statements (incorporated herein by ref-
erence to Exhibit 4.2 of the Company's
Annual Report on Form 10-K for the year
ended December 31, 1993 (the "1993 Form
10-K")**
5.1 -- Opinion of Cahill Gordon & Reindel**
12.1 -- Statement of Computation of Ratio of
Earnings to Fixed Charges for the five
years ended December 31, 1993 (incorpo-
rated herein by reference to Exhibit
11.0 of the 1993 Form 10-K)**
12.2 -- Statement of Computation of Ratio of
Earnings to Fixed Charges for the three
months ended March 31, 1994 (incorpo-
rated herein by reference to
Exhibit 11.1 of the Company's Report on
10-Q for the quarter ended March 31,
1994)**
23.1 -- Consent of Ernst & Young*
23.2 -- Consent of KPMG Peat Marwick*
24.1 -- Consent of Cahill Gordon & Reindel**
(included as part of Exhibit 5.1)
II-3
<PAGE>
26.1 -- Form T-1 Statement of Eligibility and
Qualification of the Senior Trustee
under the Trust Indenture Act of 1939,
as amended***
26.2 -- Form T-1 Statement of Eligiblity and
Qualification of the Subordinated Trus-
tee under the Trust Indenture Act of
1939, as amended***
* Filed herewith.
** Previously filed.
*** To be filed by amendment.
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 amend-
ment to this Registration Statement:
(i) To include any prospectus required by Sec-
tion 10(a)(3) of the Securities Act;
(ii) To reflect in the Prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamen-
tal change in the information set forth in the Registration
Statement;
(iii) 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 Registration Statement;
provided, however, that the undertakings set forth in clauses
(i) and (ii) of this paragraph shall not apply if the informa-
tion required to be included in such post-effective amendment
is contained in periodic reports filed by the Registrant pursu-
ant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any lia-
bility under the Securities Act, 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.
II-4
<PAGE>
(3) To remove from registration by means of a post-
effective amendment any of the securities being offered therein
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement 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 offer-
ing thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, offic-
ers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Com-
mission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforce-
able. In the event that a claim for indemnification against
such liabilities (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, offi-
cer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling prece-
dent, submit to a court of appropriate jurisdiction the ques-
tion of whether such indemnification by it is against public
policy, as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
(d) For purposes of determining any liability under the
Securities Act, the information omitted from the form of pro-
spectus filed as part of a registration statement in reliance
upon Rule 430A and contained in the form of prospectus filed by
the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of the reg-
istration statement as of the time it was declared effective.
(e) For the purpose of determining any liability under
the Securities Act, each post-effective amendment that contains
a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
II-5
<PAGE>
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reason-
able 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 Stam-
ford, State of Connecticut, on the 24th day of June, 1994.
GENERAL SIGNAL CORPORATION
By: /s/ Edgar J. Smith, Jr.
Edgar J. Smith, Jr.
Vice President, General
Counsel and Secretary
II-7
<PAGE>
Power of Attorney
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed
by the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
* Edmund M. Carpenter
(Edmund M. Carpenter) Chairman and Chief June 24, 1994
Executive Officer
and Director
(Principal Executive
Officer)
* Stephen W. Nagy
(Stephen W. Nagy) Senior Vice June 24, 1994
President-
Finance and Chief
Financial Officer
(Principal Financial
Officer)
* Terry J. Mortimer
(Terry J. Mortimer) Vice President and June 24, 1994
Controller
(Principal Accounting
Officer)
* Ralph E. Bailey
(Ralph E. Bailey) Director June 24, 1994
* Van C. Campbell
(Van C. Campbell) Director June 24, 1994
II-8
<PAGE>
* Ronald E. Ferguson
(Ronald E. Ferguson) Director June 24, 1994
* John P. Horgan
(John P. Horgan) Director June 24, 1994
(C. Robert Kidder) Director June 24, 1994
* Richard J. Kogan
(Richard J. Kogan) Director June 24, 1994
* Nathan R. Owen
(Nathan R. Owen) Director June 24, 1994
* Roland W. Schmitt
(Roland W. Schmitt) Director June 24, 1994
* John R. Selby
(John R. Selby) Director June 24, 1994
By: _________________________
Edgar J. Smith, Jr.
Attorney-in-fact
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<PAGE>
INDEX TO EXHIBITS
SEQUENTIAL
EXHIBITS PAGE NUMBER
1.1 -- Form of Underwriting Agreement**
4.1 -- Form of Senior Indenture**
4.2 -- Form of Subordinated Indenture**
5.1 -- Opinion of Cahill Gordon & Reindel**
23.1 -- Consent of Ernst & Young*
23.2 -- Consent of KPMG Peat Marwick*
23.3 -- Consent of Cahill Gordon & Reindel
(included as part of Exhibit 5.1)**
26.1 -- Form T-1 Statement of Eligibility and
Qualification of the Senior Trustee
under the Trust Indenture Act of 1939,
as amended***
26.2 -- Form T-1 Statement of Eligiblity and
Qualification of the Subordinated Trus-
tee under the Trust Indenture Act of
1939, as amended***
* Filed herewith.
** Previously filed.
*** To be filed by amendment.
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors
General Signal Corporation
We consent to the reference of our firm under the caption
"Experts" in the Registration Statement (Post-Effective Amend-
ment No. 1 on Form S-3 No. 33-33929) and related Prospectus of
General Signal Corporation for the registration of certain
securities and to the incorporation by reference therein of our
reports (a) dated January 25, 1994, with respect to the 1993
and 1992 financial statements of General Signal Corporation and
consolidated subsidiaries, and (b) dated March 18, 1994 with
respect to its 1993 and 1992 financial statement schedules,
included or incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 31, 1993, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young
Stamford, Connecticut
June 24, 1994
Exhibit 23.2
Consent of Independent Accountants
The Board of Directors
General Signal Corporation:
We consent to incorporation by reference in the reg-
istration statement on Form S-3 (No. 33-33929) of General Sig-
nal Corporation of our report dated January 24, 1992, relating
to the statements of earnings, shareholders' equity and cash
flows and related schedules for the year ended December 31,
1991 (prior to the acquisition of Revco Scientific, Inc.),
which report appears in the December 31, 1993 annual report on
Form 10-K of General Signal Corporation.
/s/ KPMG Peat Marwick
Stamford, Connecticut
June 24, 1994
