Rule 424(b)(3)
File No. 33-50081
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 Stockhold-
ers, 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") previ-
ously owned by such persons in connection with the merger (the
"Merger") of GSRSI, Inc., a wholly owned subsidiary of the Com-
pany, 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 9, 1994 was $35 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 such
Selling Stockholder hereby (a) in transactions (which may involve
one or more block transactions) on the New York Stock Exchange or
the Pacific Stock Exchange or in exchange distributions through
the facilities of said exchanges, (b) in privately negotiated
transactions, (c) through one or more underwriters, dealers or
agents, (d) through other means, including sales occurring in the
public market off such exchanges, or (e) through any combination
of such transactions; sales on or through the facilities of the
New York Stock Exchange or the Pacific Stock Exchange or in pri-
vately negotiated transactions will be effected at such prices as
may be obtainable (which may be market prices prevailing at the
time of such sale or at negotiated prices) and as may be satis-
factory to such Selling Stockholder; and no sales or distribu-
tions other than as disclosed herein will be effected until after
this Prospectus shall have been appropriately amended or supple-
mented, 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
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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 commission 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 9, 1994.
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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. Copies
of such material can also be obtained from the Public Reference
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 Fran-
cisco, 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 exhib-
its 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 offering of the Common Stock
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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 documents. Any statement contained herein or
in a document incorporated or deemed to be incorporated by refer-
ence herein shall be deemed to be modified or superseded for pur-
poses 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 person
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 specifically incorpo-
rated by reference into the documents that this Prospectus incor-
porates). Written or oral requests should be directed to General
Signal Corporation, High Ridge Park, Box 10010, Stamford, Con-
necticut 06904, Attention: Vice President, 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 transportation and telecom-
munications industries. The Company serves these markets through
three product sectors: (1) Process Controls, (2) Electrical Con-
trols, and (3) Industrial Technology.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale
of the Shares.
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SELLING STOCKHOLDERS
The Shares being offered hereby are owned of record
beneficially 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 num-
ber of shares offered hereby and the number of shares to be owned
if all of the shares offered hereby are sold.
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
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
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TCW Special Placement 657,642 657,642 0
Fund II(2)
c/o Patrick F. Cleary
Suite 2200
200 Park Avenue
New York, NY 10166
TCW Capital(2) 19,614 19,614 0
c/o Patrick F. Cleary
Suite 2200
200 Park Avenue
New York, NY 10166
(1) Mr. Dawley is President of Revco Scientific, Inc., a subsid-
iary 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.
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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 pre-
ferred 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, prefer-
ences 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 outstanding shares
of Common Stock are fully paid and non-assessable, except to the
extent that under Section 630 of the New York Business Corpora-
tion Law, the ten largest stockholders of the Company, as deter-
mined 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 description 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 incor-
porated 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 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 filing of
newly created directorships and vacancies occurring in the Board
of Directors, (iv) the removal of directors, or (v) the power of
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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 such
Selling Stockholder hereby (a) in transactions (which may involve
one or more block transactions) on the New York Stock Exchange or
the Pacific Stock Exchange or in exchange distributions through
the facilities of said exchanges, (b) in privately negotiated
transactions, (c) through one or more underwriters, dealers or
agents, (d) through other means, including sales occurring in the
public market off such exchanges, or (e) through a combination of
such transactions; sales on or through the facilities of the New
York Stock Exchange or the Pacific Stock Exchange or in privately
negotiated transactions will be effected at such prices as may be
obtainable (which may be market prices prevailing at the time of
such sale or at negotiated prices) 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 Pro-
spectus shall have been appropriately amended or supplemented, if
required, to set forth the terms thereof. In certain cases the
Selling Stockholders, underwriters that participate in the dis-
tribution 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 "under-
writers" as that term is defined in Section 2(11) of the Act.
Normal commission expenses and brokerage fees are payable indi-
vidually 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 professional
corporation), New York, New York.
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EXPERTS
The 1992 financial statements and schedules of General
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 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 Sig-
nal 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 incorpo-
rated herein by reference. Such financial statements are incor-
porated 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.
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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 representations
must not be relied upon as having been
authorized by the Company. This Pro-
spectus does not constitute an 1,640,164 Shares
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. GENERAL SIGNAL
Neither the delivery of this CORPORATION
Prospectus nor 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 hereof. Common Stock
________________
PROSPECTUS
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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.......................... 8
