<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1994
------------------------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from ________________ to ______________
Commission file number 0-8591
------
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below: FIGGIE INTERNATIONAL INC. SUPPLEMENTARY
RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office: FIGGIE INTERNATIONAL INC., 4420
SHERWIN ROAD, WILLOUGHBY, OHIO 44094.
<PAGE> 2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustees of the
Figgie International Inc.
Supplementary Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the Figgie International Inc. Supplementary Retirement Savings Plan (the
Plan) as of December 31, 1994 and 1993, and the related statement of changes in
net assets available for benefits for the year ended December 31, 1994, as
listed in the accompanying index. These financial statements and the schedules
referred to below are the responsibility of the Plan's trustees. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Plan's trustees, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1994 and 1993, and the changes in its net assets available for
benefits for the year ended December 31, 1994 in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes (Exhibit 1) as of December 31, 1994 and schedule of
reportable transactions (Exhibit 2) for the year ended December 31, 1994, are
presented for purposes of additional analysis and are not a required part of the
basic financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated, in all
material respects, in relation to the basic financial statements taken as a
whole.
Cleveland, Ohio,
July 28, 1995.
/s/ ARTHUR ANDERSEN LLP
<PAGE> 3
FIGGIE INTERNATIONAL INC.
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
DECEMBER 31, 1994 AND 1993
INDEX
Statements of Net Assets Available for Benefits as of December 31, 1994 and 1993
Statement of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 1994
Notes to Financial Statements
Exhibit 1 - Item 27a--Schedule of Assets Held for Investment Purposes as of
December 31, 1994
Exhibit 2 - Item 27d--Schedule of Reportable Transactions for the Year Ended
December 31, 1994
<PAGE> 4
FIGGIE INTERNATIONAL INC.
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
1994
-------------------------------------------------------------------------------------
Participant Directed
-------------------------------------------------------------------------------------
Figgie Figgie
International Inc. International Inc. International
Equity Class A Common Class B Common Fixed Income Stock
Fund Stock Fund Stock Fund Fund Fund
----------- ------------------ ------------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Cash (overdraft) $ -- $ 17,413 $ (244) $ 8,689 $ (1,477)
Investments, at fair value (Note 3) 14,295,909 187,003 197,493 28,957,397 1,210,970
Transfer (due to) receivable
from investment options -- -- -- -- --
Employee contribution receivable 110,868 (5,185) 10,977 343,285 32,880
Accrued interest income -- 39 8 469,116 148
----------- --------- --------- ----------- -----------
Total assets 14,406,777 199,270 208,234 29,778,487 1,242,521
----------- --------- --------- ----------- -----------
LIABILITIES:
Administrative expenses payable -- -- -- -- --
----------- --------- --------- ----------- -----------
Total liabilities -- -- -- -- --
----------- --------- --------- ----------- -----------
NET ASSETS (DEFICIT) AVAILABLE FOR
BENEFITS $14,406,777 $ 199,270 $ 208,234 $29,778,487 $ 1,242,521
=========== ========= ========= =========== ===========
</TABLE>
<TABLE>
<CAPTION>
1994 1993
------------------------------ -------------------------------------------------------
Nonparticipant
Directed Participant Directed
-------------- -------------------------------------------------------
Figgie Figgie
International Inc. International Inc.
Equity Class A Common Class B Common
Other Total Fund Stock Fund Stock Fund
-------------- ----------- ------------ ----------------- ------------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Cash (overdraft) $ 694 $ 25,075 $ -- $ -- $ --
Investments, at fair value (Note 3) 22,814 44,871,586 16,559,189 405,756 374,712
Transfer (due to) receivable
from investment options -- -- (281,524) (47,499) (10,522)
Employee contribution receivable -- 492,825 -- -- --
Accrued interest income 3 469,314 -- 40 46
-------- ----------- ------------ --------- ---------
Total assets 23,511 45,858,800 16,277,665 358,297 364,236
-------- ----------- ------------ --------- ---------
LIABILITIES:
Administrative expenses payable 38,967 38,967 -- -- --
-------- ----------- ------------ --------- ---------
Total liabilities 38,967 38,967 -- -- --
-------- ----------- ------------ --------- ---------
NET ASSETS (DEFICIT) AVAILABLE FOR
BENEFITS $(15,456) $45,819,833 $ 16,277,665 $ 358,297 $ 364,236
======== =========== ============ ========= =========
</TABLE>
<TABLE>
<CAPTION>
1993
-------------------------------------------
Nonparticipant
Directed
------------ --------------
Fixed Income
Fund Other Total
------------ -------------- -----------
<S> <C> <C> <C>
ASSETS:
Cash (overdraft) $ -- $ -- $ --
Investments, at fair value (Note 3) 32,611,755 49,393 50,000,805
Transfer (due to) receivable
from investment options 339,545 -- --
Employee contribution receivable 534,772 -- 534,772
Accrued interest income 452,337 -- 452,423
----------- ------- -----------
Total assets 33,938,409 49,393 50,988,000
----------- ------- -----------
LIABILITIES:
Administrative expenses payable -- 35,874 35,874
----------- ------- -----------
Total liabilities -- 35,874 35,874
----------- ------- -----------
NET ASSETS (DEFICIT) AVAILABLE FOR
BENEFITS $33,938,409 $13,519 $50,952,126
=========== ======= ===========
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
<PAGE> 5
FIGGIE INTERNATIONAL INC.
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------------------
Figgie Figgie
International Inc. International Inc.
Equity Class A Common Class B Common Fixed Income
Fund Stock Fund Stock Fund Fund
------------ ------------------ ------------------ ------------
<S> <C> <C> <C> <C>
ADDITIONS:
Investment income (loss) $ 956,725 $ (7,685) $ (6,770) $ 960,337
Employee contributions 1,963,397 100,458 101,902 3,019,243
Participant transfers (to) from Advance
Security Inc. Supplementary Retirement
Savings Plan 2,804 -- -- (1,996)
Other -- -- -- --
------------ --------- ----------- ------------
Total additions 2,922,926 92,773 95,132 3,977,584
------------ --------- ----------- ------------
DEDUCTIONS:
Net depreciation in fair value of investments 921,781 202,449 205,550 1,011,102
Benefit payments 2,944,415 57,201 50,751 6,962,614
Administrative expenses -- 24 -- 4,213
Other -- 4,767 2,190 --
------------ --------- ----------- ------------
Total deductions 3,866,196 264,441 258,491 7,977,929
------------ --------- ----------- ------------
NET INCREASE (DECREASE) BEFORE INTERFUND TRANSFERS (943,270) (171,668) (163,359) (4,000,345)
INTERFUND TRANSFERS (927,618) 12,641 7,357 (159,577)
------------ --------- ----------- ------------
NET ADDITIONS (DEDUCTIONS) (1,870,888) (159,027) (156,002) (4,159,922)
NET ASSETS AVAILABLE FOR BENEFITS, beginning of
year 16,277,665 358,297 364,236 33,938,409
------------ --------- ----------- ------------
NET ASSETS (DEFICIT) AVAILABLE FOR BENEFITS, end
of year $ 14,406,777 $ 199,270 $ 208,234 $ 29,778,487
============ ========= =========== ============
</TABLE>
<TABLE>
<CAPTION>
Nonparticipant
Directed
------------- --------------
International
Stock
Fund Other Total
------------- -------------- ------------
<S> <C> <C> <C>
ADDITIONS:
Investment income (loss) $ 3,619 $ 107,557 $ 2,013,783
Employee contributions 305,013 -- 5,490,013
Participant transfers (to) from Advance
Security Inc. Supplementary Retirement
Savings Plan (721) -- 87
Other -- 40,299 40,299
----------- ----------- ------------
Total additions 307,911 147,856 7,544,182
----------- ----------- ------------
DEDUCTIONS:
Net depreciation in fair value of investments 39,143 1,032 2,381,057
Benefit payments 130,976 22,948 10,168,905
Administrative expenses 2,767 112,552 119,556
Other -- -- 6,957
----------- ----------- ------------
Total deductions 172,886 136,532 12,676,475
----------- ----------- ------------
NET INCREASE (DECREASE) BEFORE INTERFUND TRANSFERS 135,025 11,324 (5,132,293)
INTERFUND TRANSFERS 1,107,496 (40,299) --
----------- ----------- ------------
NET ADDITIONS (DEDUCTIONS) 1,242,521 (28,975) (5,132,293)
NET ASSETS AVAILABLE FOR BENEFITS, beginning of
year -- 13,519 50,952,126
----------- ----------- ------------
NET ASSETS (DEFICIT) AVAILABLE FOR BENEFITS, end
of year $ 1,242,521 $ (15,456) $ 45,819,833
=========== =========== ============
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE> 6
FIGGIE INTERNATIONAL INC.
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
1. SUMMARY OF THE PLAN:
The Figgie International Inc. Supplementary Retirement Savings Plan (the Plan)
was established on January 1, 1985, and was amended and restated on January 1,
1989, to provide retirement benefits to employees (and their beneficiaries)
hired after December 31, 1984, of certain participating divisions and
subsidiaries of Figgie International Inc. (the Company). The Plan is a defined
contribution pension plan.
The Plan provides that the Company shall have the right to amend or terminate
the Plan at any time. Upon termination of the Plan, the assets then remaining in
the Plan shall be allocated and distributed to participants in accordance with
the terms and provisions of Section 4044 of ERISA, as amended. The Plan provides
that any excess assets will be returned to the Company once all the liabilities
have been satisfied.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The accompanying statements of net assets available for benefits and statement
of changes in net assets available for benefits are prepared on the accrual
basis of accounting.
The assets of the Plan are commingled with the assets of the Advance Security
Inc. Supplementary Retirement Savings Plan for investment purposes in the Figgie
International Inc. Supplementary Retirement Savings Plan Trust (the Trust). When
not specifically identifiable, income and expenses of the Trust are allocated
between the Plans.
Net appreciation in fair value and net realized gains on sale of investments for
1994 were calculated on a consolidated basis for the Trust, prior to allocation,
based on the fair value of the investments at the beginning of the year or
purchase price, if acquired in the current year.
Reportable Transactions
As the assets of the Plan are commingled in the Trust with the assets of the
Advance Security Inc. Supplementary Retirement Savings Plan, the identification
of reportable transactions for each plan is not possible. The schedule of
reportable transactions (Exhibit 2) is a comprehensive listing of the reportable
transactions of the Trust.
Contributions
Participants are eligible to contribute up to 7% of their salary based upon
their eligible earnings, as defined, subject to the limits of the Internal
Revenue Code. Contributions due from employees are accrued when they are
withheld. There are no employer contributions.
<PAGE> 7
-2-
Participants direct their contributions in 25% increments between the Equity
Fund, Fixed Income Fund and International Stock Fund. Contributions in the Class
A and Class B Common Stock Funds may be directed in 5% increments to each of the
funds, however, a participant's investment in both the Class A and Class B
Common Stock Funds may not exceed, in aggregate, 25% of the amounts credited to
his accounts, as defined.
Investment Income
Investment income includes dividend and interest income earned during the year,
as well as net gains and losses realized by dispositions of investments.
3. INVESTMENTS:
The Plan's investments consist of an Equity Fund, shares of Figgie International
Inc. Class A and Class B Common Stock, a Fixed Income Fund, an International
Stock Fund and units of Figgie International Inc. Investment Trust for
Retirement Trusts Pooled Fund.
The Equity Fund invests in stock of many U.S. companies. In addition, it invests
on a smaller basis in U.S. government obligations as well as short-term
holdings.
Effective April 1, 1990, a Class A Common Stock Fund and Class B Common Stock
Fund were established. The Plan invests amounts in these funds in shares of the
Company's Class A Common Stock and Class B Common Stock. At December 31, 1994,
the Plan held 29,061 and 31,690 shares of Class A and Class B Common Stock with
a cost basis of $483,037 and $576,959, respectively. At December 31, 1993, the
Plan held 28,587 and 24,428 shares of the Company's Class A and Class B Common
Stock, with a cost basis of $485,826 and $529,741, respectively.
The Fixed Income Fund consists of various investments carried at quoted and
estimated fair value. The detail of the investments held at December 31, 1994 is
as follows:
<TABLE>
<S> <C>
Government Bonds and Notes $ 8,460,175
Government Agency Bonds and Notes 6,798,399
Corporate Bonds and Notes 12,638,733
Money Market Fund 1,060,090
-----------
$28,957,397
===========
</TABLE>
The International Stock Fund is a multi-manager fund which invests in non-U.S.
companies with attractive return potential. The Fund's investments are balanced
among the large, well-established markets of Japan and Europe, and some of the
world's emerging markets as those in South America and Asia.
In 1991, the Plan began investing in units of the Figgie International Inc.
Investment Trust for Retirement Trusts (the Investment Trust) Pooled Fund. These
units, valued monthly at current market value, represent the Plan's interest in
a variety of securities, including net appreciation or depreciation in fair
value and interest and dividend income, net of investment and administrative
expenses. The Investment Trust's statements of net assets at December 31, 1994
and 1993, and the related statement of changes in net assets for the year ended
December 31, 1994, together with the unit value calculation, have been audited
and reported on by Arthur Andersen LLP, independent public accountants, in a
separate report dated July 28, 1995 (not included herein).
The Plan also invests in shares of the Rodney Square Money Market Fund (Money
Market Fund). The Money Market Fund consists primarily of investments in
commercial paper, with additional minor investments in certificates of deposit,
banker acceptances, time deposits and corporate notes. The investment in
commercial paper is distributed over a diverse range of industries, thereby
attempting to minimize the risk involved. The Plan's
<PAGE> 8
-3-
recordkeeper allocates the investment in the Money Market Fund between the
Equity Fund and the Fixed Income Fund at December 31 each year. As such, this
investment does not appear as a line item on the statements of net assets
available for benefits. Further, as the Trust has many transactions in the Money
Market Fund throughout the year, it appears on the schedule of reportable
transactions (Exhibit 2).
4. DISTRIBUTIONS TO PARTICIPANTS:
Distributions due to participants who have reached retirement age, withdrawn, or
otherwise separated from the Plan amounted to $2,429,046 and $2,392,452 at
December 31, 1994 and 1993, respectively.
5. FEDERAL INCOME TAXES:
In the opinion of the Plan's Administrator, the Plan, as amended, qualifies
under Section 401(a) of the Internal Revenue Code and is, therefore, not subject
to tax under present income tax laws. Accordingly, income taxes have not been
provided for in the accompanying financial statements. A favorable determination
as to the Plan's tax-exempt status has been received for the Plan and the seven
amendments thereto. A favorable determination for amendments 8 through 10 has
not been received, but it is the opinion of the plan administrator that the
contents of these amendments will not alter the Plan's tax-exempt status. In
addition, a favorable determination as to the amended and restated plan's tax
exempt status and one amendment thereto has not been received. Informational tax
returns are prepared and filed annually with the Internal Revenue Service.
<PAGE> 9
EXHIBIT 1
FIGGIE INTERNATIONAL INC.
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1994
EMPLOYER IDENTIFICATION NUMBER: 52-1297376
PLAN NUMBER: 002
<TABLE>
<CAPTION>
Fair
Identity of Issue and Description Cost Value
- ---------------------------------------------- ----------- -----------
<S> <C> <C>
Equity Fund $ 8,014,831 $14,295,909
=========== ===========
Figgie International Inc. Class A Common Stock $ 483,037 $ 187,003
=========== ===========
Figgie International Inc. Class B Common Stock $ 576,959 197,493
=========== ===========
Fixed Income Fund $28,956,524 $28,957,397
=========== ===========
International Stock Fund $ 1,250,010 $ 1,210,970
=========== ===========
Figgie International Inc. Investment Trust for
Retirement Trusts Pooled Fund $ 115 $ 22,814
=========== ===========
</TABLE>
The accompanying notes to financial statements are an integral part of this
exhibit.
<PAGE> 10
EXHIBIT 2
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
--------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1994
------------------------------------
EMPLOYER IDENTIFICATION NUMBER: 52-1297376
------------------------------------------
PLAN NUMBER: 002
----------------
During the year ended December 31, 1994, the Trust had the following
"reportable transactions," as defined.
<TABLE>
<CAPTION>
Expense Incurred Current Value of
Purchase Selling in Connection Cost of Asset on Net Gain
Identity of Party Involved Price Price With Transaction Asset Transaction Date or (Loss)
- -------------------------- -------- ------- ---------------- ------- ---------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Rodney Square Money Market
Fund
(147 transactions) $ 30,984,189 $ - $ - $ 30,984,189 $ 30,984,189 $ -
Equity Fund
(17 transactions) 4,320,512 - - 4,320,512 4,320,512 -
Rodney Square Money Market
Fund
(89 transactions) - 40,811,232 - 40,811,232 40,811,232 -
Equity Fund
(6 transactions) - 3,132,201 - 1,577,578 3,123,210 1,554,623
</TABLE>
The accompanying notes to financial statements are an integral part of this
exhibit.
<PAGE> 11
[ARTHUR ANDERSEN LLP LETTERHEAD]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustees of the
Figgie International Inc.
Supplementary Retirement Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the Figgie International Inc. Supplementary Retirement Savings Plan
(the Plan) as of December 31, 1993 and 1992, and the related statements of
changes in net assets available for benefits for the year ended December 31,
1993, as listed in the accompanying index. These financial statements and the
schedules referred to below are the responsibility of the Plan's trustees. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the Plan's trustees, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1993 and 1992, and the changes in its net assets available for
benefits for the year ended December 31, 1993 in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes (Exhibit 1) as of December 31, 1993 and schedule of
reportable transactions (Exhibit 2) for the year ended December 31, 1993, are
presented for purposes of additional analysis and are not a required part of
the basic financial statements but are supplementary information required by
the Department of Labor Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated, in
all material respects, in relation to the basic financial statements taken as a
whole.
/s/ Arthur Andersen LLP
Cleveland, Ohio,
July 20, 1994.
<PAGE> 12
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
DECEMBER 31, 1993 AND 1992
--------------------------
INDEX
-----
Statements of Net Assets Available for Benefits as of
December 31, 1993 and 1992
Statement of Changes in Net Assets Available for Benefits for
the Year Ended December 31, 1993
Notes to Financial Statements
Exhibit 1 - Item 27a--Schedule of Assets Held for Investment
Purposes as of December 31, 1993
Exhibit 2 - Item 27d--Schedule of Reportable Transactions
for the Year Ended December 31, 1993
<PAGE> 13
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
DECEMBER 31, 1993 AND 1992
--------------------------
<TABLE>
<CAPTION>
1993
------------------------------------------------------------------------------------------------
Nonparticipant
Participant Directed Directed
--------------------------------------------------------------------- --------------
Figgie Figgie
International Inc. International Inc.
Equity Class A Common Class B Common Fixed Income
Fund Stock Fund Stock Fund Fund Other Total
------------- ------------------ ------------------ ------------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash $ - $ - $ - $ - $ - $ -
Investments, at fair value
(Note 3) 16,559,189 405,756 374,712 32,611,755 49,393 50,000,805
Transfer (due to) receivable
from investment options (281,524) (47,499) (10,522) 339,545 - -
Employee contribution receivable - - - 534,772 - 534,772
Accrued interest income - 40 46 452,337 - 452,423
----------- -------- -------- ----------- ------- -----------
Total assets 16,277,665 358,297 364,236 33,938,409 49,393 50,988,000
----------- -------- -------- ----------- ------- -----------
LIABILITIES:
Administrative expenses payable - - - - 35,874 35,874
----------- -------- -------- ----------- ------- -----------
Total liabilities - - - - 35,874 35,874
----------- -------- -------- ----------- ------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $16,277,665 $358,297 $364,236 $33,938,409 $13,519 $50,952,126
=========== ======== ======== =========== ======= ===========
<CAPTION>
1992
------------------------------------------------------------------------------------------------
Nonparticipant
Participant Directed Directed
--------------------------------------------------------------------- --------------
Figgie Figgie
International Inc. International Inc.
Equity Class A Common Class B Common Fixed Income
Fund Stock Fund Stock Fund Fund Other Total
------------- ------------------ ------------------ ------------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash $ - $ 4,859 $ 6,503 $ - $ 87 $ 11,449
Investments, at fair value
(Note 3) 13,076,856 343,543 252,846 28,714,140 479,645 42,867,030
Transfer (due to) receivable
from investment options - - - - - -
Employee contribution receivable 279,361 26,261 103,689 533,986 - 943,297
Accrued interest income - 10 16 374,995 - 375,021
----------- -------- -------- ----------- -------- -----------
Total assets 13,356,217 374,673 363,054 29,623,121 479,732 44,196,797
----------- -------- -------- ----------- -------- -----------
LIABILITIES:
Administrative expenses payable - - - - 21,263 21,263
----------- -------- -------- ----------- -------- -----------
Total liabilities - - - - 21,263 21,263
----------- -------- -------- ----------- -------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $13,356,217 $374,673 $363,054 $29,623,121 $458,469 $44,175,534
=========== ======== ======== =========== ======== ===========
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
<PAGE> 14
<TABLE>
<CAPTION>
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
------------------------------------
Nonparticipant
Participant Directed Directed
--------------------------------------------------------------- ----------
Figgie Figgie
International Inc. International Inc.
Equity Class A Common Class B Common Fixed Income
Fund Stock Fund Stock Fund Fund Other Total
------------- ------------------ ------------------ ------------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income $ 1,292,277 $ 10,777 $ 8,448 $ 2,233,617 $112,397 $ 3,657,516
Employee contributions 2,265,760 126,442 120,335 3,607,990 - 6,120,527
Net appreciation (depreciation)
in fair value of investments 424,140 (95,702) (88)483) 862,097 4,740 1,106,792
Participant transfers to (from)
Advance Security Inc.
Supplementary Retirement
Savings Plan (1,438) - - 3,648 - 2,210
----------- -------- -------- ----------- -------- -----------
Total additions 3,980,739 41,517 40,300 6,707,352 117,137 10,887,045
----------- -------- -------- ----------- -------- -----------
DEDUCTIONS:
Benefit payments 1,059,291 57,584 32,899 2,392,064 - 3,541,838
Administrative expenses - 3 21 - 107,339 107,363
Other - 306 6,198 - 454,748 461,252
----------- -------- -------- ----------- -------- -----------
Total deductions 1,059,291 57,893 39,118 2,392,064 562,087 4,110,453
----------- -------- -------- ----------- -------- -----------
NET ADDITIONS (DEDUCTIONS) 2,921,448 (16,376) 1,182 4,315,288 (444,950) 6,776,592
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year 13,356,217 374,673 363,054 29,623,121 458,469 44,175,534
----------- -------- -------- ----------- -------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $16,277,665 $358,297 $364,236 $33,938,409 $ 13,519 $50,952,126
=========== ======== ======== =========== ======== ===========
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
<PAGE> 15
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1993 AND 1992
--------------------------
1. SUMMARY OF THE PLAN:
--------------------
The Figgie International Inc. Supplementary Retirement Savings Plan (the Plan)
was established on January 1, 1985, to provide retirement benefits to employees
(and their beneficiaries) hired after December 31, 1984, of certain
participating divisions and subsidiaries of Figgie International Inc. (the
Company). The Plan is a defined contribution pension plan.
The Plan provides that the Company shall have the right to amend or terminate
the Plan at any time. Upon termination of the Plan, the assets then remaining
in the Plan shall be allocated and distributed to participants in accordance
with the terms and provisions of Section 4044 of ERISA, as amended. The Plan
provides that any excess assets will be returned to the Company once all the
liabilities have been satisfied.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Basis of Accounting
- -------------------
The accompanying statements of net assets available for benefits and statement
of changes in net assets available for benefits are prepared on the accrual
basis of accounting.
The assets of the Plan are commingled with the assets of the Advance Security
Inc. Supplementary Retirement Savings Plan for investment purposes in the
Figgie International Inc. Supplementary Retirement Savings Plan Trust (the
Trust). When not specifically identifiable, income and expenses of the Trust
are allocated between the Plans.
Net appreciation in fair value and net realized gains on sale of investments
for 1993 were calculated on a consolidated basis for the Trust, prior to
allocation, based on the fair value of the investments at the beginning of the
year or purchase price, if acquired in the current year.
Reportable Transactions
- -----------------------
As the assets of the Plan are commingled in the Trust with the assets of the
Advance Security Inc. Supplementary Retirement Savings Plan, the identification
of reportable transactions for each plan is not possible. The schedule of
reportable transactions (Exhibit 2) is a comprehensive listing of the
reportable transactions of the Trust.
Contributions
- -------------
Participants are eligible to contribute up to 7% of their salary based upon
their eligible earnings, as defined, subject to the limits of the Internal
Revenue Code. Contributions due from employees are accrued when they are
withheld. There are no employer contributions.
<PAGE> 16
-2-
Participants direct their contributions in 25% increments between the Equity
Fund and Fixed Income Fund. Contributions in the Class A and Class B Common
Stock Funds may be directed in 5% increments to each of the funds, however, a
participant's investment in both the Class A and Class B Common Stock funds may
not exceed, in aggregate, 25% of the amounts credited to his accounts, as
defined.
Investment Income
- -----------------
Investment income includes dividend and interest income earned during the year,
as well as net gains and losses realized by dispositions of investments.
3. INVESTMENTS:
- ---------------
The Plan's investments consist of an Equity Fund, shares of Figgie
International Inc. Class A and Class B Common Stock, a Fixed Income Fund and
units of Figgie International Inc. Investment Trust for Retirement Trusts
Pooled Fund.
The Fixed Income Fund consists of various investments carried at quoted and
estimated fair value. The detail of the investments held at December 31, 1993
is as follows:
<TABLE>
<CAPTION>
<S> <C>
Government Bonds and Notes $ 8,845,073
Government Agency Bonds and Notes 867,698
Corporate Bonds and Notes 13,982,519
Money Market Fund 8,187,569
Other obligations 728,896
-----------
$32,611,755
===========
</TABLE>
Effective April 1, 1990, a Class A Common Stock Fund and Class B Common Stock
Fund were established. The Plan invests amounts in these funds in shares of the
Company's Class A Common Stock and Class B Common Stock. At December 31, 1993,
the Plan held 28,587 and 24,428 shares of Class A and Class B Common Stock with
a cost basis of $485,826 and $529,741, respectively. At December 31, 1992, the
Plan held 20,510 and 14,047 shares of the Company's Class A and Class B Common
Stock, with a cost basis of $348,602 and $342,650, respectively.
The investment in an insurance company guaranteed annuity is held with the
Hartford Insurance Company. The annuity was part of the Mojonnier Bros. Profit
Sharing Plan which was merged into the Plan in 1988. This annuity is not an
investment option under the Plan.
In 1991, the Plan began investing in units of the Figgie International Inc.
Investment Trust for Retirement Trusts (the Investment Trust) Pooled Fund.
These units, valued monthly at current market value, represent the Plan's
interest in a variety of securities, including net appreciation or depreciation
in fair value and interest and dividend income, net of investment and
administrative expenses. The Investment Trust's statements of net assets at
December 31, 1993 and 1992, and the related statement of changes in net assets
for the year ended December 31, 1993, together with the unit value
calculation, have been audited and reported on by Arthur Andersen & Co,
independent public accountants, in a separate report dated July 20, 1994 (not
included herein).
<PAGE> 17
-3-
The Plan also invests in shares of the Rodney Square Money Market Fund (Money
Market Fund). The Money Market Fund consists primarily of investments in
commercial paper, with additional minor investments in certificates of deposit,
banker acceptances, time deposits and corporate notes. The investment in
commercial paper is distributed over a diverse range of industries, thereby
attempting to minimize the risk involved. The Plan's recordkeeper allocates
the investment in the Money Market Fund between the Equity Fund and the Fixed
Income Fund at December 31 each year. As such, this investment does not appear
as a line item on the statements of net assets available for benefits. Further,
as the Trust has may transactions in the Money Market Fund throughout the year,
it appears on the schedule of reportable transactions (Exhibit 2).
4. DISTRIBUTIONS TO PARTICIPANTS:
------------------------------
Distributions due to participants who have reached retirement age, withdrawn,
or otherwise separated from the Plan amounted to $2,392,452 and $518,592 at
December 31, 1993 and 1992, respectively.
5. FEDERAL INCOME TAXES:
---------------------
In the opinion of the Plan's Administrator, the Plan, as amended, qualifies
under Section 401(a) of the Internal Revenue Code and is, therefore, not
subject to tax under present income tax laws. Accordingly, income taxes have
not been provided for in the accompanying financial statements. A favorable
determination as to the Plan's tax-exempt status has been received for the Plan
and the seven amendments thereto. A favorable determination for amendments 8
through 10 has not been received, but it is the opinion of the plan
administrator that the contents of these amendments will not alter the Plan's
tax-exempt status. Annually, informational tax returns are prepared and filed
with the Internal Revenue Service.
6. CONDITION OF COMPANY:
---------------------
As a result of 1993 operating results, the Company was not in compliance as of
December 31, 1993 with certain financial covenants contained in certain debt
agreements, which permit its lenders to accelerate the due date on its debt;
however, the Company has subsequently received temporary waivers with respect
to those financial covenants. Additionally, the Company has experienced a
significant decline in value of its stock. The Company is currently negotiating
with banks party to its revolving credit facility, other domestic and foreign
banks, and other financial institutions in an effort to finalize a satisfactory
restructuring of its debt. The continuation of the Plan is dependent upon the
ability of the Company to continue as a going concern.
<PAGE> 18
EXHIBIT 1
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
---------------------------------------------------------
AS OF DECEMBER 31, 1993
-----------------------
EMPLOYER IDENTIFICATION NUMBER: 52-1297376
------------------------------------------
PLAN NUMBER: 002
----------------
<TABLE>
<CAPTION>
Fair
Identity of Issue and Description Cost Value
- ---------------------------------------------- ----------- -----------
<S> <C> <C>
Equity Fund $ 8,005,954 $16,559,189
=========== ===========
Figgie International Inc. Class A Common Stock $ 485,826 $ 405,756
=========== ===========
Figgie International Inc. Class B Common Stock $ 529,741 $ 374,712
=========== ===========
Fixed Income Fund $31,048,988 $32,611,755
=========== ===========
Figgie International Inc. Investment Trust for
Retirement Trusts Pooled Fund $ 238 $ 49,393
=========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of this exhibit.
<PAGE> 19
EXHIBIT 2
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS
---------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
------------------------------------
EMPLOYER IDENTIFICATION NUMBER: 52-1297376
------------------------------------------
PLAN NUMBER: 002
----------------
During the year ended December 31, 1993, the Trust had the following "reportable
transactions," as defined.
<TABLE>
<CAPTION>
Expense Incurred Current Value of
Purchase Selling in Connection Cost of Asset on Net Gain
Identity of Party Involved Price Price With Transaction Asset Transaction Date or (Loss)
- ------------------------------- ----------- ----------- ---------------- ----------- ---------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Rodney Square Money Market Fund
(143 transactions) $11,476,691 $ - $ - $11,476,691 $11,476,691 $ -
Rodney Square Money Market Fund
(51 transactions) - 5,144,487 - 5,144,487 5,144,487 -
U.S. Treasury Note, dated May 15,
1996 (1 transaction) - 2,615,250 - 2,030,280 2,500,200 584,970
</TABLE>
The accompanying notes to financial statements are an integral part of this
exhibit.
<PAGE> 20
ARTHUR ANDERSEN & CO.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustees of the
Figgie International Inc.
Supplementary Retirement Savings Plan:
We have audited the accompanying financial statements and supplemental schedules
of the Figgie International Inc. Supplementary Retirement Savings Plan (the
Plan) as of December 31, 1992 and 1991, and for the year ended December 31,
1992, as listed in the accompanying index. These financial statements and the
supplemental schedules referred to below are the responsibility of the Plan's
trustees. Our responsibility is to express an opinion on these financial
statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Plan's trustees, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets of the Plan as of December 31, 1992 and
1991, and the changes in its net assets for the year ended December 31, 1992 in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes (Exhibit I) as of December 31, 1992 and schedule of
reportable transactions (Exhibit II) for the year ended December 31, 1992, are
presented for purposes of additional analysis and are not a required part of the
basic financial statements but are supplementary information required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The supplemental schedules have
been subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, are fairly stated, in all material
respects, in relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen & Co.
Cleveland, Ohio,
July 30, 1993.
<PAGE> 21
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
DECEMBER 31. 1992 AND 1991
--------------------------
INDEX
-----
Statements of Net Assets Available for Benefits
as of December 31, 1992 and 1991
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 1992
Notes to Financial Statements
Exhibit I - Item 27a--Schedule of Assets Held for Investment Purposes
as of December 31, 1992
Exhibit II - Item 27d--Schedule of Reportable Transactions
for the Year Ended December 31, 1992
<PAGE> 22
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
DECEMBER 31, 1992 AND 1991
--------------------------
<TABLE>
<CAPTION>
1992
----------------------------------------------------------------------------------------------------
Participant-Directed
---------------------------------------------------------------------
Figgie Figgie
International International Nonparticipant
Inc. Inc. Directed
Equity Class A Common Class B Common Fixed Income ---------
Fund Stock Fund Stock Fund Fund Other Total
---------- -------------- -------------- ------------ -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash $ -- $ 4,859 $ 6,503 $ -- $ 87 $ 11,449
Investments, at fair value
(NOTE 3) 13,076,856 343,543 252,846 28,714,140 479,645 42,867,030
Employee contribution
receivable 279,361 26,261 103,689 533,986 -- 943,297
Accrued interest income -- 10 16 374,995 -- 375,021
----------- -------- -------- ----------- -------- -----------
Total assets 13,356,217 374,673 363,054 29,623,121 479,732 44,196,797
----------- -------- -------- ----------- -------- -----------
LIABILITIES:
ADMINISTRATIVE EXPENSES
PAYABLE -- -- -- -- 21,263 21,263
----------- -------- -------- ----------- -------- -----------
TOTAL LIABILITIES -- -- -- -- 21,263 21,263
----------- -------- -------- ----------- -------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS $13,356,217 $374,673 $363,054 29,623,121 $458,469 $44,175,534
=========== ======== ======== =========== ======== ===========
1991
----------------------------------------------------------------------------------------------------
Participant-Directed
---------------------------------------------------------------------
Figgie Figgie
International International Inc. Nonparticipant
Inc. Inc. Directed
Equity Class A Common Class B Common Fixed Income --------------
Fund Stock Fund Stock Fund Fund Other Total
---------- -------------- ------------- ------------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash $ -- $ 567 $ 129 $ -- $ 155 $ 851
Investments, at fair value
(NOTE 3) 10,717,740 234,459 275,756 26,757,105 439,014 38,424,074
Employee contribution
receivable 265,492 19,036 27,674 650,696 -- 962,898
Accrued interest income -- 59 52 229,910 -- 230,021
----------- -------- -------- ----------- -------- -----------
Total assets 10,983,232 254,121 303,611 27,637,711 439,169 39,617,844
----------- -------- -------- ----------- -------- -----------
LIABILITIES:
Administrative expenses
payable -- 648 654 -- 825 2,127
----------- -------- -------- ----------- -------- -----------
Total liabilities -- 648 654 -- 825 2,127
----------- -------- -------- ----------- -------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS $10,983,232 $253,473 $302,957 $27,637,711 $438,344 $39,615,717
=========== ======== ======== =========== ======== ===========
<FN>
The accompanying notes to financial statements are an integral part of these statements.
</TABLE>
<PAGE> 23
ADVANCE SECURITY INC.
---------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1992
------------------------------------
<TABLE>
<CAPTION>
Participant-Directed
----------------------------------------------------
Figgie Figgie
International International
Inc. Inc.
Equity Class A Common Class B Common Fixed Income
Fund Stock Fund Stock Fund Fund Total
----------- ---------- -------------- ------------ --------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income $ 19,512 $ 94 $ 22 $ 23,393 $ 43,021
Employee contributions 19,068 1,966 547 41,226 62,807
-------- ------- ------- --------- --------
Total additions 38,580 2,060 569 64,619 105,828
-------- ------- ------- --------- --------
DEDUCTIONS:
Benefit payments 23,554 1,024 1,145 36,662 62,385
Net depreciation (appreciation) in
fair value of investments (Note 3) 87 (822) (972) 7,669 5,962
Participant transfers to Figgie
International Inc. Supplementary
Retirement Savings Plan 36 10 -- 30,741 30,787
-------- ------- ------- --------- --------
Total deductions 23,677 212 173 75,072 99,134
-------- ------- ------- --------- --------
NET ADDITIONS (DEDUCTIONS) 14,903 1,848 396 (10,453) 6,694
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year 101,264 2,689 1,833 324,269 430,055
-------- ------- ------- --------- --------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $116,167 $ 4,537 $ 2,229 $ 313,816 $436,749
======== ======= ======= ========= ========
<FN>
The accompanying notes to financial statements
are an integral part of this statement.
</TABLE>
<PAGE> 24
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31. 1992 AND 1991
--------------------------
1. SUMMARY OF THE PLAN:
-------------------
The Figgie International Inc. Supplementary Retirement Savings Plan (the Plan)
was established on January 1, 1985, to provide retirement benefits to employees
(and their beneficiaries) hired after December 31, 1984, of certain
participating divisions and subsidiaries of Figgie International Inc. (the
Company). The Plan is a defined contribution pension plan.
The Plan provides that the Company shall have the right to amend or terminate
the Plan at any time. Upon termination of the Plan, the assets then remaining in
the Plan shall be allocated and distributed to participants in accordance with
the terms and provisions of Section 4044 of ERISA, as amended. The Plan provides
that any excess assets will be returned to the Company once all the liabilities
have been satisfied.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------
Basis of Accounting
- -------------------
The accompanying statements of net assets available for benefits and statement
of changes in net assets available for benefits are prepared on the accrual
basis of accounting.
The assets of the Plan are commingled with the assets of the Advance Security
Inc. Supplementary Retirement Savings Plan for investment purposes in the Figgie
International Inc. Supplementary Retirement Savings Plan Trust (the Trust). When
not specifically identifiable, income and expenses of the Trust are allocated
between the Plans.
Net appreciation in fair value and net realized gains on sale of investments for
1992 were calculated on a consolidated basis for the Trust, prior to allocation,
based on the fair value of the investments at the beginning of the year or
purchase price, if acquired in the current year.
Reportable Transactions
- -----------------------
As the assets of the Plan are commingled in the Trust with the assets of the
Advance Security Inc. Supplementary Retirement Savings Plan, the identification
of reportable transactions for each plan is not possible. The schedule of
reportable transactions (Exhibit II) is a comprehensive listing of the
reportable transactions of the Trust.
<PAGE> 25
-2-
Contributions
- -------------
Participants are eligible to contribute up to 7% of their salary based upon
their eligible earnings, as defined, subject to the limits of the Internal
Revenue Code. Contributions due from employees are accrued when they are
withheld. There are no employer contributions.
Participants direct their contributions in 25% increments between the Equity
Fund and Fixed Income Fund. Contributions in the Class A and Class B Common
Stock Funds may be directed in 5% increments to each of the funds, however, a
participant's investment in both the Class A and Class B Common Stock Funds may
not exceed, in aggregate, 25% of the amounts credited to his accounts, as
defined.
Investment Income
- -----------------
Investment income includes dividend and interest income earned during the year,
as well as net gains and losses realized by dispositions of investments.
Reclassifications
- -----------------
Certain 1991 amounts have been reclassified to conform to the 1992 presentation.
3. INVESTMENTS:
-----------
The Plan's investments consist of an Equity Fund, a Fixed Income Fund, shares of
Figgie International Inc. Class A and Class B Common Stock, an insurance company
guaranteed annuity and units of Figgie International Inc. Investment Trust for
Retirement Trusts Pooled Fund.
The Fixed Income Fund consists of various investments carried at quoted and
estimated fair value. The detail of the investments held at December 31, 1992 is
as follows:
<TABLE>
<CAPTION>
<S> <C>
Government Bonds and Notes $ 8,735,904
Government Agency Bonds and Notes 2,403,451
Corporate Bonds and Notes 13,355,819
Money Market Fund 3,482,560
Other obligations 736,406
-----------
$28,714,140
===========
</TABLE>
Effective April 1, 1990, a Class A Common Stock Fund and Class B Common Stock
Fund were established. The Plan invests amounts in these funds in shares of the
Company's Class A Common Stock and Class B Common Stock. At December 31, 1992,
the Plan held 20,510 and 14,047 shares of Class A and Class B Common Stock with
a cost basis of $348,602 and $342,650, respectively. At December 31, 1991, the
Plan held 17,695 and 14,325 shares of the Company's Class A and Class B Common
Stock, with a cost basis of $297,890 and $348,271, respectively.
The investment in an insurance company guaranteed annuity is held with the
Hartford Insurance Company. The annuity was part of the Mojonnier Bros. Profit
Sharing Plan which was merged into the Plan in 1988. This annuity is not an
investment option under the Plan.
<PAGE> 26
-3-
In 1991, the Plan began investing in units of the Figgie International Inc.
Investment Trust for Retirement Trusts (the Investment Trust) Pooled Fund. These
units, valued monthly at current market value, represent the Plan's interest in
a variety of securities, including net appreciation or depreciation in fair
value and interest and dividend income, net of investment and administrative
expenses. The Investment Trust's statements of net assets at December 31, 1992
and 1991, and the related statement of changes in net assets for the year ended
December 31, 1992, together with the unit value calculation, have been audited
and reported on by Arthur Andersen & Co., independent public accountants, in a
separate report dated July 30, 1993 (not included herein).
The Plan also invests in shares of the Rodney Square Money Market Fund (Money
Market Fund). The Money Market Fund consists primarily of investments in
commercial paper, with additional minor investments in certificates of deposit,
banker acceptances, time deposits and corporate notes. The investment in
commercial paper is distributed over a diverse range of industries, thereby
attempting to minimize the risk involved. The Plan's recordkeeper allocates the
investment in the Money Market Fund between the Equity Fund and the Fixed Income
Fund at December 31 each year. As such, this investment does not appear as a
line item on the statements of net assets available for benefits. Further, as
the Trust has many transactions in the Honey Market Fund throughout the year, it
appears on the schedule of reportable transactions (Exhibit II).
4. DISTRIBUTIONS TO PARTICIPANTS:
-----------------------------
Distributions due to participants who have reached retirement age, withdrawn, or
otherwise separated from the Plan amounted to $518,592 and $1,597,540 at
December 31, 1992 and 1991, respectively.
5. FEDERAL INCOME TAXES:
--------------------
In the opinion of the Plan's Administrator, the Plan, as amended, qualifies
under Section 401(a) of the Internal Revenue Code and is, therefore, not subject
to tax under present income tax laws. Accordingly, income taxes have not been
provided for in the accompanying financial statements. A favorable determination
as to the Plan's tax-exempt status has been received for the Plan and the eight
amendments thereto. Annually, informational tax returns are prepared and filed
with the Internal Revenue Service.
<PAGE> 27
EXHIBIT I
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
---------------------------------------------------------
AS OF DECEMBER 31. 1992
-----------------------
EMPLOYER IDENTIFICATION NUMBER: 52-1297376
-------------------------------------------
PLAN NUMBER: 002
-----------------
<TABLE>
<CAPTION>
Fair
Identity of Issue and Description Cost Value
- --------------------------------- ----------- -----------
<S> <C> <C>
Equity Fund $ 5,530,778 $13,076,856
=========== ===========
Figgie International Inc. Class A Common Stock $ 348,602 $ 343,543
=========== ===========
Figgie International Inc. Class B Common Stock $ 342,650 $ 252,846
=========== ===========
Fixed Income Fund $27,235,061 $28,714,140
=========== ===========
Hartford Insurance Co. Guaranteed Annuity $ 395,999 $ 434,292
=========== ===========
Figgie International Inc. Investment Trust for
Retirement Trusts Pooled Fund $ 242 $ 45,353
=========== ===========
<FN>
The accompanying notes to financial statements
are an integral part of this schedule.
</TABLE>
<PAGE> 28
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS
---------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1992
------------------------------------
EMPLOYER IDENTIFICATION NUMBER: 52-1297376
------------------------------- ----------
PLAN NUMBER: 002
-----------------
<TABLE>
<CAPTION>
During the year ended December 31, 1992, the Trust bad the following "reportable transactions," as defined.
Expense Incurred Current Value of
Purchase Selling in Connection Cost of Asset on Net Gain
Identity of Party Involved Price Price with Transaction Asset Transaction Date or (Loss)
-------------------------- ----------- ---------- ---------------- ----------- ---------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Rodney Square Money Market Fund
(102 transactions) $10,039,638 $ -- $-- $10,039,638 $10,039,638 $--
Rodney Square Money Market Fund
(42 transactions) -- 15,097,789 -- 15,097,789 15,097,789 --
<FN>
The accompanying notes to financial statements
are an integral part of this schedule.
</TABLE>
<PAGE> 29
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustees of the
Figgie International Inc.
Supplementary Retirement Savings Plan:
We have audited the accompanying statement and restated statement (Note 4) of
net assets available for benefits of the Figgie International Inc. Supplementary
Retirement Savings Plan (the Plan) as of December 31, 1991 and 1990, and the
related statement and restated statement of changes in net assets available for
benefits for the years then ended. These financial statements and supplemental
schedules referred to below are the responsibility of the Plan's trustees. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Plan's trustees, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets of the Plan as of December 31, 1991 and
1990, and the changes in its net assets for the years then ended in conformity
with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of investments
(Exhibit I) as of December 31, 1991 and schedule of reportable transactions
(Exhibit II) for the year ended December 31, 1991, are presented for purposes of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of Labor
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The supplemental schedules have been subjected to
the auditing procedures applied in our audit of the basic financial statements
and, in our opinion, are fairly stated, in all material respects, in relation to
the basic financial statements taken as a whole.
/s/ Arthur Andersen & Co.
Cleveland, Ohio,
July 20, 1992.
<PAGE> 30
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
DECEMBER 31, 1991 AND 1990 (RESTATED)
-------------------------------------
<TABLE>
<CAPTION>
1991 1990
----------- -----------
<S> <C> <C>
ASSETS:
Cash $ 849 $ 7,506,119
Accrued interest income 231,203 84,568
Employee contributions receivable 962,898 1,695,642
Investments-
Fixed Income Fund 25,481,166 --
Segregated Investment Funds -- 3,758,626
Sound Shore Fund Inc. - Mutual Fund 9,930,280 7,490,435
Rodney Square Money Market Fund 2,062,219 13,339,479
Figgie International Inc. Investment
Trust for Retirement Trusts Pooled Fund 43,015 --
Guaranteed investment contracts 395,999 9,742,209
Figgie International Inc. Common Stock-
Class A shares 234,459 106,123
Class B shares 275,756 131,512
----------- -----------
Total assets 39,617,844 43,854,713
----------- -----------
LIABILITIES:
Benefits payable 1,597,540 1,133,859
Administrative expenses payable 2,127 2,314
----------- -----------
Total liabilities 1,599,667 1,136,173
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $38,018,177 $42,718,540
=========== ===========
<FN>
The accompanying notes to financial statements
are an integral part of these statements.
</TABLE>
<PAGE> 31
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
----------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1991 AND 1990
----------------------------------------------
<TABLE>
<CAPTION>
1991 1990
------------ ------------
<S> <C> <C>
ADDITIONS:
Employee contributions $ 6,193,971 $ 6,847,705
Investment income 2,517,694 3,089,740
Net unrealized appreciation (depreciation)
in market value of investments 3,646,716 (1,417,110)
Plan mergers and acquisitions 455,649 163,721
Other 6,916 3,200
------------ ------------
Total additions 12,820,946 8,687,256
------------ ------------
DEDUCTIONS:
Benefit payments 6,832,999 5,001,803
Insurance premiums 851,509 --
Administrative expenses 72,701 47,463
Transfer to the Figgie International Inc.
Segregated Investment Fund Trust and Plan 9,760,671 --
Other 3,429 419,002
------------ ------------
Total deductions 17,521,309 5,468,268
------------ ------------
NET (DEDUCTIONS) ADDITIONS (4,700,363) 3,218,988
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year 42,718,540 39,499,552
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 38,018,177 $ 42,718,540
============ ============
<FN>
The accompanying notes to financial statements
are an integral part of these statements.
</TABLE>
<PAGE> 32
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31. 1991 AND 1990
--------------------------
1. SUMMARY OF THE PLAN:
-------------------
The Figgie International Inc. Supplementary Retirement Savings Plan (the Plan)
was established on January 1, 1985, to provide retirement benefits to employees
(and their beneficiaries) hired after December 31, 1984, of certain
participating divisions and subsidiaries of Figgie International Inc. (the
Company). The Plan is a defined contribution pension plan.
The Plan provides that the Company shall have the right to amend or terminate
the Plan at any time. Upon termination of the Plan, the assets then remaining in
the Plan shall be allocated and distributed to participants in accordance with
the terms and provisions of Section 4044 of ERISA, as amended. The Plan provides
that any excess assets will be returned to the Company once all the liabilities
have been satisfied.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------
Basis of Accounting
- -------------------
The accompanying statements of net assets available for benefits and changes in
net assets available for benefits are prepared on the accrual basis of
accounting.
The assets of the Plan are commingled with the assets of the Advance Security
Inc. Supplementary Retirement Savings Plan for investment purposes in the Figgie
International Inc. Supplementary Retirement Savings Plan Trust (the Trust). When
not specifically identifiable, income and expenses of the Trust are allocated
between the Plans.
Realized and unrealized gains and losses for 1991 and 1990 were calculated on a
consolidated basis for the Trust, prior to allocation, based on the value of the
investments at the beginning of the year.
Reportable Transactions
- -----------------------
As the assets of the Plan are commingled in the Trust with the assets of the
Advance Security Inc. Supplementary Retirement Savings Plan, the identification
of reportable transactions for each plan is not possible. The schedule of
reportable transactions (Exhibit II) is a comprehensive listing of the
reportable transactions of the Trust.
<PAGE> 33
-2-
Contributions
- -------------
Participants are eligible to contribute up to 7% of their salary based upon
their eligible earnings, as defined, subject to the limits of the Internal
Revenue Code. Contributions due from employees are accrued when they are
withheld. There are no employer contributions.
Investments
- -----------
The Plan's investments consist of a mutual fund (Sound Shore Fund, Inc.), a
Fixed Income Fund, a Money Market Fund (Rodney Square Money Market Fund), units
of Figgie International Inc. Investment Trust for Retirement Trusts Pooled Fund
and shares of Figgie International Inc. Class A and Class B Common Stock.
Participants direct their contributions in 25% increments between the mutual
fund and Fixed Income Fund. Contributions in the Class A and Class B Common
Stock Funds may be directed in 5% increments to each of the funds, however, a
participant's investment in both the Class A and Class B Common Stock Funds
may not exceed, in aggregate, 25% of the amounts credited to his accounts, as
defined.
In 1991, the Board of Directors authorized the transfer of the Segregated
Investment Funds (SIF) out of the Plan to form a separate plan (the Figgie
International Inc. Segregated Investment Fund Trust and Plan) for applicable
participants of the SIF.
The Fixed Income Fund is an investment in various investments carried at market
value. The detail of the investments are as follows:
<TABLE>
<CAPTION>
<S> <C>
Government Bonds and Notes $ 6,608,997
Government Agency Bonds and Notes 926,938
Corporate Bonds and Notes 10,486,435
Money Market Funds 7,458,796
-----------
$25,481,166
===========
</TABLE>
The Plan also invests in shares of the Rodney Square Money Market Fund. The
Rodney Square Money Market Fund consists primarily of investments in commercial
paper, with additional minor investments in certificates of deposit, banker
acceptances, time deposits and corporate notes. The investment in commercial
paper is distributed over a diverse range of industries, thereby attempting to
minimize the risk involved.
Effective April 1, 1990, a Class A Common Stock Fund and Class B Common Stock
Fund were established. The Plan invests amounts in these funds in shares of the
Company's Class A Common Stock and Class B Common Stock, respectively. At
December 31, 1991, the Plan held 17,695 and 14,325 shares of the Company's Class
A and Class B Common Stock, with a cost basis of $297,890 and $348,271,
respectively.
During 1991, the Plan began investing in investment units of the Figgie
International Inc. Investment Trust for Retirement Trusts (the Trust) Pooled
Fund. These units, valued monthly at current market value, represent the
<PAGE> 34
-3-
Plan's interest in a variety of securities, including unrealized gains and
losses in market value and interest and dividend income, net of investment and
administrative expenses. The Trust's statements of net assets at December 31,
1991 and 1990, and the related statements of changes in net assets for the years
then ended, together with the unit value calculation, have been audited and
reported on by Arthur Andersen & Co., independent public accountants, in a
separate report dated July 20, 1992 (not included herein).
Investment Income
- -----------------
Investment income includes dividend and interest income earned during the year,
as well as net gains and losses realized by dispositions of investments.
3. FEDERAL INCOME TAXES:
--------------------
In the opinion of the Plan's Administrator, the Plan, as amended, qualifies
under Section 401(a) of the Internal Revenue Code and is, therefore, not subject
to tax under present income tax laws. Accordingly, no income taxes have been
provided for in the accompanying financial statements. A favorable determination
as to the Plan's tax-exempt status has been received for the Plan and the eight
amendments thereto. Annually, informational tax returns are prepared and filed
with the Internal Revenue Service.
4. PLAN MERGERS AND ACQUISITIONS:
-----------------------------
The Mojonnier Bros. Profit Sharing Plan became part of the Figgie International
Inc. Supplementary Retirement Savings Plan effective December 31, 1988. The 1990
statements have been restated to reflect the 1988 merger. The assets of the
Mojonnier Bros. Profit Sharing Plan were invested in insurance company
guaranteed investment contracts (GIGs).
On June 7, 1989, the Board of Directors authorized a merger into the Plan of the
Protective Equipment and Supply Co. Inc. Profit Sharing Retirement Plan and the
Safety Engineering and Supply Inc. Profit Sharing Plan. In January 1990, assets
of these plans totaling $85,006 and $78,715, respectively, were transferred to
the Plan.
On January 16, 1991, the Board of Directors authorized a merger into the Plan of
the Standard Glove and Safety Equipment Corporation Profit Sharing Retirement
Plan, to be effective December 31, 1990. Additionally, the termination of the
Hamilton Insurance Company Profit Sharing Plan and merger into the Plan was
authorized, effective December 31, 1990.
<PAGE> 35
EXHIBIT I
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
SCHEDULE OF INVESTMENTS
-----------------------
AS OF DECEMBER 31. 1991
-----------------------
<TABLE>
<CAPTION>
Market
Cost Value
----------- -----------
<S> <C> <C>
Sound Shore Fund Inc.--Mutual Fund $ 2,935,211 $ 9,930,280
=========== ===========
Brundage, Story & Rose Fixed Income Fund $24,103,852 $25,481,166
=========== ===========
Rodney Square Money Market Fund $ 2,062,219 $ 2,062,219
=========== ===========
<FN>
The accompanying notes to financial statements
are an integral part of this schedule.
</TABLE>
<PAGE> 36
EXHIBIT II
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1991
------------------------------------
During the year ended December 31, 1991, the Trust had the following "reportable
transactions," as defined.
<TABLE>
<CAPTION>
Purchase
or (Sales) Cost of
Price Asset
------------ -----------
<S> <C> <C>
PURCHASES:
The Rodney Square Money Market Fund
(122 transactions) $ 42,560,762 $42,560,762
U.S. Treasury Sec. Stripped Interest
Payment, due May 15, 1996
(1 transaction) 3,383,800 3,383,800
SALES:
The Rodney Square Money Market Fund
(94 transactions) $(46,439,885) $46,439,885
John Hancock Mutual Life Insurance Company,
Group Annuity Contract #4987, 9.43%, due
December 31, 1991 (1 transaction) (8,836,620) 8,836,620
<FN>
The accompanying notes to financial statements
are an integral part of this schedule.
</TABLE>
<PAGE> 37
ARTHUR ANDERSEN & CO.
CLEVELAND, OHIO
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustees of the
Figgie International Inc.
Supplementary Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the Figgie International Inc. Supplementary Retirement Savings Plan (the
Plan) as of December 31, 1990 and 1989, and the related statements of changes in
net assets available for benefits for the years then ended. These financial
statements and supplemental schedule referred to below are the responsibility of
the Plan's trustees. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Plan's trustees, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets of the Plan as of December 31, 1990 and
1989, and the changes in its net assets for the years then ended in conformity
with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of reportable
transactions (Exhibit I) for the year ended December 31, 1990, is presented for
purposes of complying with the Department of Labor Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974 and is not a required part of the basic financial statements. The schedule
has been subjected to the auditing procedures applied in our audit of the basic
financial statements and, in our opinion, is fairly stated, in all material
respects, in relation to the basic financial statements taken as a whole.
/s/ Arthur Andersen & Co.
Cleveland, Ohio,
July 8, 1991.
<PAGE> 38
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
DECEMBER 31, 1990 AND 1989
--------------------------
<TABLE>
<CAPTION>
1990 1989
----------- -----------
<S> <C> <C>
ASSETS:
Cash $ 7,506,119 $ 141
Accrued interest income 84,568 21,434
Employee contributions receivable 1,695,642 1,791,539
Investments-
Fixed Income Fund 7,925,369 16,832,894
Segregated Investment Funds 3,758,626 8,680,454
Sound Shore Fund Inc. - Mutual Fund 7,490,435 8,479,384
Rodney Square Money Market Fund 13,339,479 2,796,420
Figgie International Inc.
Common Stock-
Class A shares 106,123 --
Class B shares 131,512 --
----------- -----------
Total assets 42,037,873 38,602,266
----------- -----------
LIABILITIES:
Benefits payable 1,133,859 769,368
Administrative expenses payable 2,314 2,850
----------- -----------
Total liabilities 1,136,173 772,218
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $40,901,700 $37,830,048
=========== ===========
<FN>
The accompanying notes to financial statements
are an integral part of these statements.
</TABLE>
<PAGE> 39
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
----------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1990 AND 1989
----------------------------------------------
<TABLE>
<CAPTION>
1990 1989
------------ -----------
<S> <C> <C>
ADDITIONS:
Employee contributions $ 6,847,705 $ 6,619,647
Investment income 2,942,404 3,290,307
Net unrealized (depreciation) appreciation
in market value of investments (1,417,110) 586,396
Plan mergers and acquisitions 163,721 136,910
Other 3,200 --
------------ -----------
Total additions 8,539,920 10,633,260
------------ -----------
DEDUCTIONS:
Benefit payments 5,001,803 4,325,249
Administrative expenses 47,463 30,900
Transfer to Advance Security Inc.
Supplementary Retirement Savings Plan 419,002 --
------------ -----------
Total deductions 5,468,268 4,356,149
------------ -----------
NET ADDITIONS 3,071,652 6,277,111
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year 37,830,048 31,552,937
------------ -----------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $ 40,901,700 $37,830,048
============ ===========
<FN>
The accompanying notes to financial statements
are an integral part of these statements.
</TABLE>
<PAGE> 40
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1990 AND 1989
--------------------------
1. SUMMARY OF THE PLAN:
-------------------
The Figgie International Inc. Supplementary Retirement Savings Plan (the Plan)
was established on January 1, 1985, to provide retirement benefits to employees
(and their beneficiaries) hired after December 31, 1984, of certain
participating divisions and subsidiaries of Figgie International Inc. (the
Company).
The Plan is a defined contribution pension plan. This Plan also provides a
savings vehicle for all salaried employees under the Figgie International Inc.
Retirement Income Plan II (Supplemental Participants) and salaried employees
hired after December 31, 1984 (Primary Participants). As of January 1, 1988, all
active participants are fully vested in the Plan and no additional Company
contributions will be made for these participants.
Effective as of January 1, 1988, all participants who were previously Primary
Plan Participants became Supplemental Plan Participants unless otherwise
provided in a Supplemental Agreement. Preretirement death benefits are
equivalent to all contributed accounts at time of death.
The Plan provides that the Company shall have the right to amend or terminate
the Plan at any time. Upon termination of the Plan, the assets then remaining in
the Plan shall be allocated and distributed to participants in accordance with
the terms and provisions of Section 4044 of ERISA, as amended. The Plan provides
that any excess assets will be returned to the Company once all the liabilities
have been satisfied.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
------------------------------------------
Basis of Accounting
- -------------------
The accompanying statements of net assets available for benefits and changes in
net assets available for benefits are prepared on the accrual basis of
accounting.
The assets of the Plan are commingled with the assets of the Advance Security
Inc. Supplementary Retirement Savings Plan for investment purposes in the Figgie
International Inc. Supplementary Retirement Savings Plan Trust (the Trust). When
not specifically identifiable, income and expenses of the Trust are allocated
between the Plans.
Realized and unrealized gains and losses for 1990 were calculated according to
the new Department of Labor Rules, on a consolidated basis for the Trust, prior
to allocation. The new rules require that realized gains and losses for
investments purchased in a prior year be computed based on the value of the
investments at the beginning of the year.
<PAGE> 41
-2-
Reportable Transactions
- -----------------------
As the assets of the Plan are commingled in the Trust with the assets of the
Advance Security Inc. Supplementary Retirement Savings Plan, the identification
of reportable transactions for each plan is not possible. The schedule of
reportable transactions (Exhibit 1) is a comprehensive listing of the reportable
transactions of the Trust.
Contributions
- -------------
Participants are eligible to contribute up to 7% of their salary based upon
their eligible earnings, as defined, subject to the limits of the Internal
Revenue Code. Contributions due from employees are accrued when they are
withheld. There are no employer contributions.
Investments
- -----------
The Plan's investments consist of a mutual fund (Sound Share Fund, Inc.), a
Fixed Income Fund, Segregated Investment Funds, a Money Market Fund (Rodney
Square Money Market Fund), and shares of Figgie International Inc. Class A and
Class B Common Stock.
Participants direct their contributions in 25% increments between the mutual
fund and Fixed Income Fund. Contributions in the Class A and Class B Common
Stock Funds may be directed in 5% increments to each of the funds, however, a
participant's investment in both the Class A and Class B Common Stock Funds may
not exceed, in aggregate, 25% of the amounts credited to his accounts, as
defined.
The Fixed Income Fund and the Segregated Investment Funds are investments in
contracts with insurance companies carried at cost, plus interest. Investments
in these contracts are directed by the Trustees. The Segregated Investment Funds
are not an investment option under the Plan.
Effective April 1, 1990, a Class A Common Stock Fund and Class B Common Stock
Fund were established. The Plan invests amounts in these funds in shares of the
Company's Class A Common Stock and Class B Common Stock, respectively. At
December 31, 1990, the Plan held 7,718 and 7,515 shares of the Company's Class A
and Class B Common Stock, with a cost basis of $153,625 and $215,873,
respectively.
The Plan also invests in shares of the Rodney Square Money Market Fund. The
Rodney Square Money Market Fund consists primarily of investments in commercial
paper, with additional minor investments in certificates of deposit, banker
acceptances, time deposits and corporate notes. The investment in commercial
paper is distributed over a diverse range of industries, thereby minimizing the
risk involved.
Investment Income
- -----------------
Investment income includes dividends and interest income earned during the year.
<PAGE> 42
-3-
3. FEDERAL INCOME TAXES:
--------------------
In the opinion of the Plan's Administrator, the Plan, as amended, qualifies
under Section 401(a) of the Internal Revenue Code and is, therefore, not subject
to tax under present income tax laws. Accordingly, no income taxes have been
provided for in the accompanying financial statements. A favorable determination
as to the Plan's tax-exempt status has been received for the Plan and the eight
amendments thereto. Annually, informational tax returns are prepared and filed
with the Internal Revenue Service.
4. PLAN MERGERS AND ACQUISITIONS:
-----------------------------
Effective September 29, 1989, the Summit Glove and Supply Inc. Profit Sharing
Plan and the Summit Glove and Supply Inc. Money Purchase Plan were merged into
the Plan. On September 29, 1989, assets of these plans totaling $136,910 were
transferred to the Plan.
On June 7, 1989, the Board of Directors authorized a merger into the Plan of the
Protective Equipment and Supply Co. Inc. Profit Sharing Retirement Plan and the
Safety Engineering and Supply Inc. Profit Sharing Plan. In January 1990, assets
of these plans totaling $85,006 and $78,715, respectively, were transferred to
the Plan.
5. SUBSEOUENT EVENTS:
-----------------
In 1991, the Board of Directors authorized the transfer of the Segregated
Investment Funds (SIF) out of the Plan to form a separate pension plan for
applicable investors in the SIF. The SIF was transferred to the Plan effective
December 31, 1985 and had been maintained as a separate investment since that
time. This fund was not an investment option under the Plan.
On January 16, 1991, the Board of Directors authorized a merger into the Plan of
the Standard Glove and Safety Equipment Corporation Profit Sharing Retirement
Plan, to be effective December 31, 1990. Additionally, the termination of the
Hamilton Insurance Company Profit Sharing Plan and merger into the Plan was
authorized, effective December 31, 1990.
<PAGE> 43
EXHIBIT I
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1990
------------------------------------
During the year ended December 31, 1990, the Trust had the following "reportable
transactions," as defined.
<TABLE>
<CAPTION>
Purchase
or (Sales) Cost of
Price Asset
------------ -----------
<S> <C> <C>
PURCHASES:
The Rodney Square Money Market Fund
(63 transactions) $ 16,000,295 $16,000,295
General Electric Capital Corp. Note,
dated September 28, 1990, 8.10%,
due October 1, 1990 5,531,000 5,531,000
SALES:
The Rodney Square Money Market Fund
(53 transactions) (5,284,167) 5,284,167
Life Insurance Co. of Virginia
Group Annuity GS-2074-03, 7.72%,
due December 31, 1989 (2,494,130) 2,060,790
General Electric Capital Corp Note,
dated September 20, 1990, 8.10%,
due October 1, 1990 (5,531,000) 5,531,000
Life Insurance Co. of Virginia
Group Annuity GS-2074-04, 8.83%,
due December 31, 1990 (7,570,350) 6,120,590
Northwestern Mutual GIC 20150-2
9.09%, due September 30, 1990 (5,531,879) 4,245,236
</TABLE>
<PAGE> 44
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
<TABLE>
<S> <C>
FIGGIE INTERNATIONAL INC. SAVINGS
PLAN FOR HOURLY PAID EMPLOYEES
By: Wilmington Trust Company, Trustee
/s/ Bruce Spartz
-----------------------------------------------
Date: September 9, 1996 Bruce Spartz, Senior Financial Services Officer
-----------------
</TABLE>
522/03406AJA.457
<PAGE> 45
EXHIBIT INDEX
-------------
23.1 Consent of Arthur Andersen LLP --
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation of our
reports included in this Form 11-K, into the Company's previously filed
Registration Statement File No. 33-33177.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
September 16, 1996
