<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 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1996
-----------------------------------------------------
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
ARTHUR ANDERSEN LLP
FIGGIE INTERNATIONAL INC.
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996 AND 1995
TOGETHER WITH REPORT OF
INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE> 3
ARTHUR ANDERSEN LLP
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, 1996 and 1995, and the related statement of changes in
net assets available for benefits for the year ended December 31, 1996, 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, 1996 and 1995, and the changes in its net assets available for
benefits for the year ended December 31, 1996 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, 1996 and schedule of
reportable transactions (Exhibit 2) for the year ended December 31, 1996, 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,
June 27, 1997.
<PAGE> 4
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
DECEMBER 31, 1996 AND 1995
--------------------------
INDEX
-----
Statements of Net Assets Available for Benefits as of
December 31, 1996 and 1995
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 31, 1996
Notes to Financial Statements
Exhibit 1 - Item 27a--Schedule of Assets Held for Investment
Purposes as of December 31, 1996
Exhibit 2 - Item 27d--Schedule of Reportable Transactions for
the Year Ended December 31, 1996
<PAGE> 5
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
AS OF DECEMBER 31,1996 AND 1995
-------------------------------
<TABLE>
<CAPTION>
1996
-----------------------------------------------------------------------------------------
Nonparticipant
Participant Directed Directed
--------------------------------------------------------------- ------------
Figgie Figgie
International International
Inc. Class A Inc. Class B Fixed International
Equity Common Common Income Stock
Fund Stock Fund Stock Fund Fund Fund Other Total
----------- ----------- ----------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash (overdraft) $ - $ - $ - $ 209,015 $ - $(209,015) $ -
Investments, at fair value (Note 3) 16,265,777 224,197 205,252 24,155,361 916,124 - 41,766,711
Employee contribution receivable 92,377 (208) 2,303 209,204 13,958 317,634
Accrued interest income - - - 287,603 - - 287,603
----------- --------- --------- ----------- --------- --------- -----------
Total assets 16,358,154 223,989 207,555 24,861,183 930,082 (209,015) 42,371,948
----------- --------- --------- ----------- --------- --------- -----------
LIABILITIES:
Administrative expenses payable - - - - 2,920 9,867 12,787
----------- --------- --------- ----------- --------- --------- -----------
Total liabilities - - - - 2,920 9,867 12,787
----------- --------- --------- ----------- --------- --------- -----------
NET ASSETS (DEFICIT) AVAILABLE
FOR BENEFITS $16,358,154 $ 223,989 $ 207,555 $24,861,183 $ 927,162 $(218,882) $42,359,161
=========== ========= ========= =========== ========= ========= ===========
<CAPTION>
1995
-------------------------------------------------------------------------------------------
Nonparticipant
Participant Directed Directed
---------------------------------------------------------------- --------------
Figgie Figgie
International International
Inc. Class A Inc. Class B Fixed International
Equity Common Common Income Stock
Fund Stock Fund Stock Fund Fund Fund Other Total
----------- --------- --------- ----------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash (overdraft) $ - $ - $ - $ 270,344 $ - $ (270,344) $ -
Investments, at fair value (Note 3) 14,007,179 254,751 234,254 27,190,323 910,003 - 42,596,510
Employee contribution receivable 51,412 (7,768) 1,611 263,005 28,753 - 337,013
Accrued interest income - - - 305,733 - - 305,733
----------- --------- --------- ----------- --------- ---------- -----------
Total assets 14,058,591 246,983 235,865 28,029,405 938,756 (270,344) 43,239,256
----------- --------- --------- ----------- --------- ---------- -----------
LIABILITIES:
Administrative expenses payable - - - 7,690 2,868 50,886 61,444
----------- --------- --------- ----------- --------- ---------- -----------
Total liabilities - - - 7,690 2,868 50,886 61,444
----------- --------- --------- ----------- --------- ---------- -----------
NET ASSETS (DEFICIT) AVAILABLE
FOR BENEFITS $14,058,591 $ 246,983 $ 235,865 $28,021,715 $ 935,888 $ (321,230) $43,177,812
=========== ========= ========= =========== ========= ========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
<PAGE> 6
FIGGIE INTERNATIONAL INC.
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
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>
ADDITIONS:
Investment income $ 1,597,027 $ 23,242 $ 10,845 $ 1,481,618 $ 19,283
Employee contributions 1,096,538 46,351 35,797 1,726,534 183,385
Participant transfers from Economy Engineering
Profit Sharing Plan and Trust - - - - -
Net appreciation in fair value of investments 2,643,487 25,092 696 - 76,161
------------ -------- -------- ----------- --------
Total additions 5,337,052 94,685 47,338 3,208,152 278,829
------------ -------- -------- ----------- --------
DEDUCTIONS:
Benefit payments 3,755,522 92,366 75,655 6,130,416 271,595
Net depreciation in fair value of investments - - - 324,086 -
Administrative expenses - 30 10 13,678 10,434
------------ -------- -------- ----------- --------
Total deductions 3,755,522 92,396 75,665 6,468,180 282,029
------------ -------- -------- ----------- --------
NET INCREASE (DECREASE) BEFORE INTERFUND
TRANSFERS
1,581,530 2,289 (28,327) (3,260,028) (3,200)
INTERFUND TRANSFERS 718,033 (25,283) 17 99,496 (5,526)
------------ -------- -------- ----------- --------
NET ADDITIONS (DEDUCTIONS) 2,299,563 (22,994) (28,310) (3,160,532) (8,726)
NET ASSETS AVAILABLE FOR BENEFITS, beginning
of year 14,058,591 246,983 235,865 28,021,715 935,888
------------ -------- -------- ----------- --------
NET ASSETS (DEFICIT) AVAILABLE FOR BENEFITS,
end of year $ 16,358,154 $223,989 $207,555 $24,861,183 $927,162
============ ======== ======== =========== ========
<CAPTION>
Nonparticipant
Directed
----------
Other Total
---------- -------------
<S> <C> <C>
ADDITIONS:
Investment income $ - $ 3,132,015
Employee contributions - 3,088,605
Participant transfers from Economy Engineering
Profit Sharing Plan and Trust 922,912 922,912
Net appreciation in fair value of investments - 2,745,436
--------- -----------
Total additions 922,912 9,888,968
--------- -----------
DEDUCTIONS:
Benefit payments - 10,325,554
Net depreciation in fair value of investments - 324,086
Administrative expenses 33,827 57,979
--------- -----------
Total deductions 33,827 10,707,619
--------- -----------
NET INCREASE (DECREASE) BEFORE INTERFUND
TRANSFERS
889,085 (818,651)
INTERFUND TRANSFERS (786,737) -
--------- -----------
NET ADDITIONS (DEDUCTIONS) 102,348 (818,651)
NET ASSETS AVAILABLE FOR BENEFITS, beginning
of year (321,230) 43,177,812
--------- -----------
NET ASSETS (DEFICIT) AVAILABLE FOR BENEFITS,
end of year $(218,882) $42,359,161
========= ===========
</TABLE>
The accompanying notes to financial statements are an
integral part of this statement.
<PAGE> 7
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1996 AND 1995
--------------------------
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 Figgie 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 (depreciation) in fair value and net realized gains on sale of
investments for 1996 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
Figgie 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 or series of 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> 8
-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.
Participant Transfers
- ---------------------
Effective December 31, 1995, the Company amended the Plan in order to merge the
Economy Engineering Company Restated Salaried Employee's Profit Sharing Plan and
Trust (Economy Plan) with the Plan. This merger resulted in transfers of funds
in January 1996 from participants under the Economy Plan and is accounted for as
a participant transfer in the accompanying Statement of Changes in Net Assets
Available for Benefits.
Accounting Estimates
- --------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires the trustee to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of additions and deductions during the reported period.
Actual results could differ from those estimates.
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, 1996,
the Plan held 18,332 and 19,042 shares of Class A and Class B Common Stock with
a cost basis of $266,654 and $299,415, respectively. At December 31, 1995, the
Plan held 24,555 and 23,059 shares of the Company's Class A and Class B Common
Stock, with a cost basis of $359,790 and $366,248, respectively.
The Fixed Fund consists of investments which earn a predetermined interest rate
or a predetermined interest rate range of a certain specified period of time.
Generally, these investments are U.S. government securities, corporate bonds,
bank certificates of deposit, and/or other similar items.
The International Stock Fund is a fund which invests in non-U.S. company stock
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.
<PAGE> 9
-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, 1995,
and the related statement of changes in net assets for the year ended December
31, 1995, 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 19, 1996 (not included herein).
The Plan also invests in shares of the Employee Benefit Short-Term Money Market
Fund (Money Market Fund). The Money Market Funds consist 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 Funds 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 $1,798,949 and $4,448,523 at
December 31, 1996 and 1995, 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 three amendments thereto have not been received. Informational
tax returns are prepared and filed annually with the Internal Revenue Service.
<PAGE> 10
EXHIBIT 1
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
---------------------------------------------------------
AS OF DECEMBER 31, 1996
-----------------------
EMPLOYER IDENTIFICATION NUMBER: 52-1297376
------------------------------------------
PLAN NUMBER: 002
----------------
<TABLE>
<CAPTION>
Fair
Identity of Issue and Description Cost Value
- ------------------------------------------------- ----------- -----------
<S> <C> <C>
Equity Fund $ 7,387,944 $16,265,777
=========== ===========
Figgie International Inc. Class A Common Stock $ 266,654 $ 224,197
=========== ===========
Figgie International Inc. Class B Common Stock $ 299,415 $ 205,252
=========== ===========
Fixed Income Fund $21,204,390 $24,155,361
=========== ===========
International Stock Fund $ 824,287 $ 916,124
=========== ===========
</TABLE>
The accompanying notes to financial statements
are an integral part of this exhibit.
<PAGE> 11
EXHIBIT 2
FIGGIE INTERNATIONAL INC.
-------------------------
SUPPLEMENTARY RETIREMENT SAVINGS PLAN
-------------------------------------
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS
---------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1996
------------------------------------
EMPLOYER IDENTIFICATION NUMBER: 52-1297376
------------------------------------------
PLAN NUMBER: 002
----------------
During the year ended December 31, 1996, the Trust had the following "reportable
transactions," as defined.
<TABLE>
<CAPTION>
Current Value of
Purchase Selling Cost of Asset on
Identity of Party Involved Price Price Asset Transaction Date Net Gain
- ----------------------------------------- ----------- ----------- ----------- ---------------- --------
<S> <C> <C> <C> <C> <C>
Employee Benefit Short-term Money Market
Fund (131 transactions) $10,353,132 $ - $10,353,132 $10,353,132 $ -
Equity Fund
(21 transactions) 3,132,225 - 3,132,225 3,132,225 -
Employee Benefit Short-term Money Market
Fund (83 transactions) - 12,417,587 12,417,587 12,417,587 -
Equity Fund
(13 transactions) - 3,802,314 2,182,606 3,362,669 1,619,708
</TABLE>
The accompanying notes to financial statements are an integral part of this
exhibit.
<PAGE> 12
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.
FIGGIE INTERNATIONAL INC. SUPPLEMENTARY
RETIREMENT SAVINGS PLAN
By: Wilmington Trust Company, Trustee
Date: June 30, 1997 /s/ Moira Walker
-------------- ---------------------------------------
Moira Walker, Senior Financial Services Officer
<PAGE> 13
EXHIBIT INDEX
-------------
<TABLE>
<S> <C> <C>
23.1 Consent of Arthur Andersen LLP --
</TABLE>
<PAGE> 1
EXHIBIT 23.1
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.
/s/ Arthur Andersen LLP
Cleveland, Ohio,
June 27, 1997
