<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, 1997
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. 401(k) Saving
Plan for Bargaining Unit Employees
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.
401(k) SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1997
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.
401(k) Savings Plan for Bargaining Unit Employees:
We have audited the accompanying statement of net assets available for plan
benefits of the Figgie International Inc. 401(k) Savings Plan for Bargaining
Unit Employees (the Plan) as of December 31, 1997, and the related statement of
changes in net assets available for plan benefits for the period then ended as
listed in the accompanying index. These financial statements and 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 audit 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 audit provides 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 plan benefits of the Plan as
of December 31, 1997 and the changes in its net assets available for plan
benefits for the period then ended in conformity with generally accepted
accounting principles.
Our audit was 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, 1997 and schedule of
reportable transactions (Exhibit 2) for the period ended December 31, 1997, 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 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 LLP
Cleveland, Ohio,
July 28, 1998.
<PAGE> 4
FIGGIE INTERNATIONAL INC.
-------------------------
401(k) SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
-------------------------------------------------
DECEMBER 31, 1997
-----------------
INDEX
-----
Statement of Net Assets Available for Plan Benefits as of
December 31, 1997
Statement of Changes in Net Assets Available for Plan
Benefits for the Period Ended December 31, 1997
Notes to Financial Statements
Exhibit 1 - Item 27a--Schedule of Assets Held for Investment
Purposes as of December 31, 1997
Exhibit 2 - Item 27d--Schedule of Reportable Transactions for the
Period Ended December 31, 1997
<PAGE> 5
FIGGIE INTERNATIONAL INC.
-------------------------
401(k) SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
-------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31 1997
----------------------
<TABLE>
<CAPTION>
Chase DSI Oppenheimer PIC
Principal Bond FPA Disciplined Quest PBHG Small IVY
Preservation Fund of Crescent Value Opportunity Growth Company International
Fund America Fund Portfolio Value Fund Fund Portfolio Fund
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash and cash equivalents $ - $ - $ - $ - $ 12 $ - $ - $ -
Investments at market value 1,202 4,271 13,234 16,172 18,920 12,259 9,337 17,312
Accrued interest income - 26 - - - - - 229
-------- -------- -------- -------- -------- -------- -------- --------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 1,202 $ 4,297 $ 13,234 $ 16,172 $ 18,932 $ 12,259 $ 9,337 $ 17,541
======== ======== ======== ======== ======== ======== ======== ========
<CAPTION>
Figgie Figgie
International International Conservative Moderate Aggressive
Class A Class B Lifestyle Lifestyle Lifestyle
Fund Fund Fund Fund Fund Total
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Cash and cash equivalents $ - $ - $ - $ - $ - $ 12
Investments at market value 1,464 1,095 2,138 36,670 28,945 163,019
Accrued interest income - - - - - 255
-------- -------- -------- -------- -------- --------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 1,464 $ 1,095 $ 2,138 $ 36,670 $ 28,945 $163,286
======== ======== ======== ======== ======== ========
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
<PAGE> 6
FIGGIE INTERNATIONAL INC.
-------------------------
401(k) SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
-------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE PERIOD ENDED DECEMBER 31, 1997
--------------------------------------
<TABLE>
<CAPTION>
Chase DSI Oppenheimer PIC
Principal Bond FPA Disciplined Quest PBHG Small IVY
Preservation Fund of Crescent Value Opportunity Growth Company International
Fund America Fund Portfolio Value Fund Fund Portfolio Fund
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions-
Employee $ 1,202 $ 3,924 $ 12,690 $ 15,553 $ 18,029 $ 11,707 $ 9,061 $ 17,296
Rollover - 327 327 682 682 682 682 682
Investment Income - 40 374 2,085 515 - - 229
Net unrealized appreciation
of investments - 6 - - - - - -
Total additions 1,202 4,297 13,391 18,320 19,226 12,389 9,743 18,207
DEDUCTIONS:
Benefits paid to participants - - - - - - - -
Net unrealized depreciation
of investments - - 157 2,148 294 130 406 666
-------- -------- -------- -------- -------- -------- -------- --------
Total deductions - - 157 2,148 294 130 406 666
-------- -------- -------- -------- -------- -------- -------- --------
Net additions 1,202 4,297 13,234 16,172 18,932 12,259 9,337 17,541
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of period - - - - - - - -
-------- -------- -------- -------- -------- -------- -------- --------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS, end
of period $ 1,202 $ 4,297 $ 13,234 $ 16,172 $ 18,932 $ 12,259 $ 9,337 $ 17,541
======== ======== ======== ======== ======== ======== ======== ========
<CAPTION>
Figgie Figgie
International International Conservative Moderate Aggressive
Class A Class B Lifestyle Lifestyle Lifestyle
Fund Fund Fund Fund Fund Total
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions-
Employee $ 1,558 $ 1,041 $ 2,096 $ 36,126 $ 30,234 $160,517
Rollover - 164 - - - 4,228
Investment Income - - 83 2,291 1,057 6,674
Net unrealized appreciation
of investments - - - - - 6
Total additions 1,558 1,205 2,179 38,147 31,291 171,425
DEDUCTIONS:
Benefits paid to participants - - - - 511 511
Net unrealized depreciation
of investments 94 110 41 1,747 1,835 7,628
-------- -------- -------- -------- -------- --------
Total deductions 94 110 41 1,747 2,346 8,139
-------- -------- -------- -------- -------- --------
Net additions 1,464 1,095 2,138 36,670 28,945 163,286
NET ASSETS AVAILABLE
FOR PLAN BENEFITS,
beginning of period - - - - - -
-------- -------- -------- -------- -------- --------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS, end
of period $ 1,464 $ 1,095 $ 2,138 $ 36,670 $ 28,945 $163,286
======== ======== ======== ======== ======== ========
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
<PAGE> 7
FIGGIE INTERNATIONAL, INC.
--------------------------
401(k) SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
-------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1997
-----------------
1. SUMMARY OF THE PLAN:
--------------------
The Figgie International Inc. 401(k) Savings Plan for Bargaining Unit Employees
(the Plan) was established on July 1, 1997, to provide retirement benefits to
bargaining unit employees (and their beneficiaries) 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
-------------------------------------------
Basis of Accounting
- -------------------
The accompanying statement of net assets available for plan benefits and
statement of changes in net assets available for plan benefits are prepared on
the accrual basis of accounting.
Net appreciation (depreciation) in fair value and net realized gains (losses) on
sale of investments for 1997 were calculated based on the fair value of the
investments at the purchase price.
Accounting Estimates
- --------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Reportable Transactions
- -----------------------
The Department of Labor defines reportable transactions as those transactions or
series of transactions which exceed 5% of beginning net assets. All transactions
which exceed the threshold are included in Exhibit 2.
Contributions
- -------------
Participants are eligible to contribute up to 15% 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 5% increments between the eight funds
and two Company stock funds. However, a participant's investment in Company
stock funds may not exceed, in aggregate, 25% of the participant's total
contribution percentage.
Participants may also choose one of three Lifestyle options in which allocations
are automatically selected for the participants. The Conservative Lifestyle
option automatically becomes the investment choice for any plan participant who
does not submit an enrollment form which includes a valid investment direction.
The Plan offers a telephone voice response system which allows participants to
change allocations and contribution percentages on a daily basis.
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.
Retirement
- ----------
The Plan provides that the accrued benefit of a participant is nonforfeitable if
such participant is employed by the Company on or after the normal retirement
date. Each participant who ceases to be employed by the Company for any reason,
other than death, on or after the normal retirement date shall be entitled to
receive a normal retirement benefit. The normal retirement benefit is equal to
the participant's accrued benefit as of the date of the distribution.
Participant Loans
- -----------------
The Plan allows participants to take loans from their account balance. A
participant can borrow up to the lesser of 50% of their vested account balance
or $50,000. The minimum loan requested amounts is $1,000. Participants can have
one outstanding loan at a time and loans can be requested for any reason. The
interest rate is prime rate plus one percentage point. There were no outstanding
loans as of December 31, 1997.
3. FEDERAL INCOME TAXES:
---------------------
In the opinion of the Plan's Administrator, the Plan 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 not yet been received for the Plan.
4. SUBSEQUENT EVENT:
-----------------
Subsequent to December 31, 1997, the Company changed its name from Figgie
International Inc. to Scott Technologies Inc. The name change does not affect
the aspects of the Plan.
<PAGE> 9
EXHIBIT 1
FIGGIE INTERNATIONAL INC.
-------------------------
401(k) SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
-------------------------------------------------
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
---------------------------------------------------------
AS OF DECEMBER 31, 1997
-----------------------
EMPLOYER IDENTIFICATION NUMBER: 52-1297376
------------------------------------------
PLAN NUMBER: 024
----------------
<TABLE>
<CAPTION>
Fair
Identity of Issue and Description Cost Value
- ---------------------------------------------- -------- ---------
<S> <C> <C>
Chase Principal Preservation Fund $ 1,202 $ 1,202
Bond Fund of America 4,266 4,271
FPA Crescent Fund 13,392 13,234
DSI Disciplined Value Portfolio 18,324 16,172
Oppenheimer Quest Opportunity Value Fund 19,215 18,920
PBHG Growth Fund 12,378 12,259
PIC Small Company Portfolio 9,738 9,337
IVY International Fund 17,978 17,312
Figgie International Class A Fund 1,559 1,464
Figgie International Class B Fund 1,207 1,095
Conservative Lifestyle Fund:
Chase Principal Preservation Fund 838 838
FPA Crescent Fund 432 426
DSI Disciplined Value Portfolio 244 209
BHM&S Bond Portfolio 665 665
Moderate Lifestyle Fund:
FPA Crescent Fund 14,876 14,688
DSI Disciplined Value Portfolio 12,300 10,790
PBHG Growth Fund 3,612 3,563
BHM&S Bond Portfolio 7,626 7,629
Aggressive Lifestyle Fund:
DSI Disciplined Value Portfolio 6,747 5,917
PBHG Growth Fund 7,430 7,329
PLC Small Company Portfolio 8,915 8,495
MJI International Equity Portfolio 7,675 7,204
-------- --------
$170,619 $163,019
======== ========
</TABLE>
The accompanying notes to financial statements
are an integral part of this exhibit.
<PAGE> 10
EXHIBIT 2
FIGGIE INTERNATIONAL INC.
-------------------------
401(k) SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES
-------------------------------------------------
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS
---------------------------------------------
FOR THE PERIOD ENDED DECEMBER 31, 1997
--------------------------------------
EMPLOYER IDENTIFICATION NUMBER: 52-1297376
------------------------------------------
PLAN NUMBER: 024
----------------
<TABLE>
<CAPTION>
Current Value of
Purchase Selling Cost of Asset on Net
Identity of Party Involved Price Price Asset Transaction Date Loss
- --------------------------------------- -------- ------------ ------------ ------------------ -------
<S> <C> <C> <C> <C> <C>
Employee Benefit Short-term Money
Market Fund (63 transactions) $91,073 $ - $91,073 $91,073 $ -
Chase Principal Preservation Fund
(47 transactions) 1,949 - 1,949 1,949 -
Bond Fund of America
(30 transactions) 4,266 - 4,266 4,266 -
FPA Crescent Fund
(87 transactions) 28,700 - 28,700 28,700 -
DSI Disciplined Value Portfolio
(117 transactions) 37,718 - 37,718 37,718 -
Oppenheimer Quest Opportunity Value
Fund (30 transactions) 19,215 - 19,215 19,215 -
PBHG Growth Fund
(76 transactions) 22,314 - 22,314 22,314 -
PIC Small Company Portfolio
(53 transactions) 18,808 - 18,808 18,808 -
IVY International Fund
(27 transactions) 17,978 - 17,978 17,978 -
Figgie International Class A Fund
(22 transactions) 1,328 - 1,328 1,328 -
Figgie International Class B Fund
(24 transactions) 1,117 - 1,117 1,117 -
</TABLE>
<PAGE> 11
-2-
<TABLE>
<CAPTION>
Current Value of
Purchase Selling Cost of Asset on Net
Identity of Party Involved Price Price Asset Transaction Date Loss
- ------------------------------------------- --------- -------- --------- ----------------- ------
<S> <C> <C> <C> <C> <C>
BHM&S Bond Portfolio
(56 transactions) $ 8,267 $ - $ 8,267 $ 8,267 $ -
MJI International Equity Portfolio
(29 transactions) 7,811 - 7,811 7,811 -
Employee Benefit Short-term Money Market
Fund (61 transactions) - 90,926 90,926 90,926 -
DSI Disciplined Value Portfolio
(1 transaction) - 102 103 102 (1)
PBHG Growth Fund
(1 transaction) - 128 128 128 -
PIC Small Company Portfolio
(1 transaction) - 153 155 153 (2)
MJI International Equity Portfolio
(1 transaction) - 128 136 128 (8)
</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. 401(k) SAVINGS
PLAN FOR BARGAINING UNIT EMPLOYEES
By: Wilmington Trust Company, Trustee
/s/ Linda Bailey
Date: August 14, 1998 -----------------------------------------------
Linda Bailey, Senior Financial Services Officer
<PAGE> 13
EXHIBIT INDEX
23.1 Consent of Arthur Andersen LLP
<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 Statements File
No. 333-38175.
ARTHUR ANDERSEN LLP
Cleveland, Ohio
August 12, 1998.
