<PAGE>
As filed with the Securities and Exchange Commission on September 15, 1999
Registration No. 33-33177
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCOTT TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 52-1297376
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
5975 Landerbrook Drive, Suite 250
Mayfield Heights, Ohio 44124
(Address of Principal Executive Offices, Including Zip Code)
----------------------
SCOTT TECHNOLOGIES, INC. 401(k) SAVING PLAN FOR SALARIED EMPLOYEES
(Full Title of the Plan)
Copy to:
Debra L. Kackley, Esq. Douglas A. Neary, Esq.
Vice President, General Counsel and Calfee, Halter & Griswold LLP
Corporate Secretary 1400 McDonald Investment Center
Scott Technologies, Inc. 800 Superior Avenue
5975 Landerbrook Drive, Suite 250 Cleveland, Ohio 44114
Mayfield Heights, Ohio 44124 (216) 622-8200
(440) 446-1333
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
- ------------------------------------ ----------------- --------------------- --------------------- -------------------
- ------------------------------------ ----------------- --------------------- --------------------- -------------------
Title Of Proposed Maximum Proposed Maximum
Securities Amount Offering Price Per Aggregate Offering Amount Of
To Be To Be Share Price Registration
Registered (1) Registered Fee
- ------------------------------------ ----------------- --------------------- --------------------- -------------------
<S> <C> <C> <C> <C>
Interests In Plan .............. N/A N/A N/A N/A
- ------------------------------------ ----------------- --------------------- --------------------- -------------------
Common Stock, par value $.10 per
share .......................... N/A N/A N/A N/A
- ------------------------------------ ----------------- --------------------- --------------------- -------------------
- ------------------------------------ ----------------- --------------------- --------------------- -------------------
</TABLE>
(1) This Post-Effective Amendment No. 3 to the Registration Statement on
Form S-8 is filed to reflect amendments to the terms and conditions of
the Scott Technologies, Inc. 401(k) Savings Plan for Salaried Employees
(the "Plan"). No additional Common Stock or Interests in the Plan are
being registered.
<PAGE>
This Amendment No. 3 hereby amends Registration Statement on Form
S-8 (Commission File No. 33-33177), as amended by Post-effective Amendment
No. 1, dated January 17, 1996 and Post-effective Amendment No. 2, dated
January 8, 1999 (the "Registration Statement"), to reflect all other changes
to the Plan embodied in Amendments Nos. 1, 2 and 3 to the Plan filed as
exhibits herewith.
Pursuant to General Instruction E to Form S-8, the remaining
contents of the Registration Statement are hereby incorporated by reference.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Amendment No. 3 shall be deemed to be
modified or superseded for purposes of this Amendment No. 3 to the extent
that a statement contained in this Amendment No. 3 or in any other
subsequently filed document that also is, or is deemed to be, incorporated by
reference in this Amendment No. 3 modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Amendment No. 3.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Mayfield Heights, State of Ohio,
this 13th day of September, 1999.
SCOTT TECHNOLOGIES, INC.
By: /s/ Debra L. Kackley
------------------------------------
Debra L. Kackley,
Vice President, General Counsel and
Corporate Secretary
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
<C> <S> <C>
3.1 Amended and Restated Certificate of Incorporation of (1)
the Company.
3.1.1 Certificate of Designations, Preferences, Related Rights, (2)
Qualifications, Limitations and Restrictions of Series A
Junior Participating Preferred Shares.
3.2 Amended and Restated By-Laws of the Company. (3)
4 Rights Agreement, Dated as of December 15, 1998, between (4)
Scott Technologies, Inc. and National City Bank, as Rights
Agent.
4.1 Scott Technologies, Inc. 401(k) Savings Plan for (5)
Salaried Employees.
4.1.1 Amendment No. 1 to Scott Technologies, Inc. 401(k) Savings
Plan for Salaried Employees.
4.1.2 Amendment No. 2 to Scott Technologies, Inc. 401(k) Savings
Plan for Salaried Employees.
4.1.3 Amendment No. 3 to Scott Technologies, Inc. 401(k) Savings
Plan for Salaried Employees.
4.2 Indenture, dated as of October 1, 1989, between Figgie (6)
International Inc. (n/k/a Scott Technologies, Inc.) and
Continental Bank, National Association (n/k/a State Street
Trust), as Trustee, with respect to the 9.875% Senior Notes
due October 1, 1999.
4.3 Second Supplemental Indenture, dated as of December 31, (7)
1986, among Figgie International Inc. (n/k/a Scott
Technologies, Inc.) and Marine Midland Bank, N.A., as
Trustee, with respect to the 10.375% Subordinated
Debentures due April 1, 1998.
4.4 First Supplemental Indenture, dated as of July 18, 1983, (8)
among Figgie International Inc. (n/k/a Scott Technologies,
Inc.), Figgie International Holdings Inc., and Marine
Midland Bank, N.A., as Trustee with respect to the 10-3/8%
Subordinated Debentures due 1998, along with the Original
Indenture dated as of April 1, 1978.
++5.1 Opinion of Calfee, Halter & Griswold LLP regarding the
validity of the securities being registered.
++23.1 Consent of Arthur Andersen LLP.
++23.2 Consent of Calfee, Halter & Griswold LLP.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit Number Description
<C> <S> <C>
++24.1 Power of Attorney and related Certified Resolution.
</TABLE>
- --------------
++ Previously filed.
(1) Incorporated herein by reference to Exhibit 3.1 of the Company's
Report on Form 8-K, dated December 15, 1998 (File No. 1-8591).
(2) Incorporated herein by reference to Exhibit 3.1.1 of the Company's
Report on Form 8-K, dated December 15, 1998 (File No. 1-8591).
(3) Incorporated herein by reference to Exhibit 3.2 of the Company's
Current Report on Form 8-K, dated December 15, 1998 (File No. 1-8591).
(4) Incorporated herein by reference to Exhibit 4 of the Company's
Current Report on Form 8-K, dated December 15, 1998 (File No. 1-8591).
(5) Incorporated herein by reference to Exhibit 4.1 of the Company's
Post-Effective Amendment No. 2 to Form S-8, filed January 8, 1999 (File
No. 33-33177).
(6) Incorporated herein by reference to Exhibit 4(c) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1989 (File
No. 1-8591).
(7) Incorporated herein by reference to Exhibit 4(c) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1986 (File
No. 1-8591).
(8) Incorporated herein by reference to Exhibit 3(4)(f) to the Company's
Form 8-B filed October 19, 1983 (File No. 1-8591).
<PAGE>
AMENDMENT NO. 1
TO
SCOTT TECHNOLOGIES, INC.
401(k) SAVINGS PLAN FOR SALARIED EMPLOYEES
THIS AMENDMENT NO. 1 is made this 27 day of May, 1999, by SCOTT
TECHNOLOGIES, INC., a Delaware corporation (hereinafter referred to as the
"Company").
W I T N E S S E T H:
WHEREAS, the Company amended and restated the Scott Technologies,
Inc. 401(k) Savings Plan for Salaried Employees (hereinafter referred to as both
"Plan" and "Trust and Plan"), effective as of January 1, 1998; and
WHEREAS, the Company reserved the right, pursuant to Section 20.1
of the Plan, to make certain amendments thereto; and
WHEREAS, it is the desire of the Company to amend the Plan in
order to reflect the recapitalization of the Company and the consolidation of
the Class A and Class B shares of the Company's stock into a single class of
shares and to provide for a transition period with regard to directions of
investments under and withdrawals and distributions from the Plan related to the
change of the recordkeeper for the Plan;
NOW, THEREFORE, pursuant to Section 20.1 of the Plan, the Company
hereby amends the Plan as follows:
(1) Effective as of December 16, 1998, Section 2.38 of Article
II of the Plan is hereby amended by the deletion of said Section 2.38 and the
substitution in lieu thereof of a new Section 2.38 to read as follows:
"2.38 The word 'Shares' shall mean common shares of the Company's capital
stock, together with any voting trust certificates representing beneficial
ownership of such shares."
(2) Effective as of December 18, 1998, Article II of the Plan
is hereby amended by the addition at the end thereof of a new Section 2.54 to
read as follows:
"2.54 The words 'Transition Period No. 3' shall mean the period which commenced
on December 18, 1998 and which will end on the date which is approximately one
(1) month following the final reconciliation of the valuation of this Trust and
Plan's assets by the prior recordkeeper for the fourth quarter of 1998."
(3) Effective as of December 16, 1998, Section 7.1 of Article
VII of the Plan is hereby amended by the deletion of the second paragraph of
said Section 7.1 and the substitution in lieu thereof of a new paragraph to read
as follows:
"As of December 16, 1998 the Trustee is maintaining the following types of
investment funds within the Trust Fund:
<PAGE>
(a) Stable Income Fund;
(b) Fixed Income Fund;
(c) Balanced Fund;
(d) Growth & Income Fund;
(e) Flexible Asset Allocation Fund;
(f) Equity Growth Fund;
(g) Small Cap Growth Fund;
(h) International Fund;
(i) Conservative Lifestyle Fund;
(j) Moderate Lifestyle Fund;
(k) Aggressive Lifestyle Fund; and
(l) Common Stock Fund."
(4) Effective as of January 1, 1999, Section 7.1 of Article VII
of the Plan is hereby further amended by the deletion of the second paragraph of
said Section 7.1 and the substitution in lieu thereof of a new paragraph to read
as follows:
"As of January 1, 1999 the Trustee is maintaining the following types of
investment funds within the Trust Fund:
(a) Stable Income Fund;
(b) Fixed Income Fund;
(c) Balanced Fund;
(d) Growth & Income Fund;
(e) Asset Allocation Fund;
(f) Large Cap Growth Fund;
(g) Mid Cap Growth Fund;
(h) Blended Small Cap Growth Fund;
(i) International Fund;
<PAGE>
(j) Conservative Lifestyle Fund;
(k) Moderate Lifestyle Fund;
(l) Aggressive Lifestyle Fund; and
(m) Common Stock Fund."
(5) Effective as of December 16, 1998, Sections 7.3, 7.6, 17.1
and 17.4 of Articles VII and XVII of the Plan are hereby amended as follows:
(a) any reference to "the Class A Common Stock Fund and/or the Class B Common
Stock Fund" shall be replaced with a reference to "the Common Stock Fund;"
(b) any reference to "both the Class A Common Stock Fund and the Class B
Common Stock Fund" shall be replaced with a reference to "the Common Stock
Fund;"
(c) any reference to "the Class A Common Stock or the Class B Common Stock"
shall be replaced with a reference to "the Shares;"
(d) any reference to "the Class A Common Stock Fund and the Class B Common
Stock Fund" shall be replaced with a reference to "the Common Stock Fund;"
(e) any reference to "the Class A Common Stock Fund or the Class B Common
Stock Fund" shall be replaced with a reference to "the Common Stock Fund;"
(f) any reference to "shares of the Company's Class A Common Stock or Class B
Common Stock" shall be replaced with a reference to "Shares;" and
(g) any reference to "Shares of Class A and Class B Common Stock" shall be
replaced with a reference to "Shares."
(6) Effective as of December 18, 1998, Section 7.4 of Article
VII of the Plan is hereby amended by the addition at the end thereof of a new
paragraph to read as follows:
"Notwithstanding the foregoing provisions of this Section, daily valuation of
the Investment Funds may be suspended during Transition Period No. 3. However,
all accounts shall be valued as of December 31, 1998 to reflect the final
reconciliation of the valuation of this Trust and Plan's assets by the prior
recordkeeper for the fourth quarter of 1998."
(7) Effective as of December 16, 1998, Section 7.6 of Article
VII of the Plan is hereby further amended by the deletion of the last sentence
of said Section 7.6.
(8) Effective as of December 16, 1998, Section 17.4 of Article
XVII of the Plan is hereby further amended by the deletion of subparagraph (b)
of the second paragraph of said Section 17.4 and the substitution in lieu
thereof of a new subparagraph (b) to read as follows:
<PAGE>
"(b) Such document or documents shall permit the person to exercise such right
with respect to Shares held in his accounts;"
(9) Effective as of December 16, 1998, Section 17.4 of Article
XVII of the Plan is hereby further amended by the deletion of subparagraph (d)
(other than subparagraphs (d)(i) and (ii)) of the second paragraph of said
Section 17.4 and the substitution in lieu thereof of a new subparagraph (d) to
read as follows:
"(d) If an account contains a fractional Share, such Share shall be aggregated
with other fractional Shares for which the tender, exchange or voting decision
is the same, for tender, exchange or voting purposes, but:"
(10) Effective as of December 16, 1998, Section 25.1 of Article
XXV of the Plan is hereby amended by the deletion of the last sentence of
subparagraph (a) of said Section 25.1.
(11) Effective as of December 18, 1998, Article XXVI of the Plan
is hereby amended by the addition at the end thereof of a new Section 26.15 to
read as follows:
"26.15 The following restrictions shall apply to all accounts during Transition
Period No. 3:
(a) no investment directions made pursuant to Article VII hereof shall be
implemented; provided, however, that purchases or sales of Shares initiated
immediately prior to Transition Period No. 3 may be settled;
(b) unless required by law, no withdrawals or distributions shall be made
pursuant to Article IX, X or XV hereof;
(c) no loans shall be made pursuant to Article XI hereof; and
(d) no transfers shall be made pursuant to Article XXIII hereof."
Notwithstanding anything contained in this Trust and Plan, the provisions of
this Section shall supercede any contrary provisions of this Trust and Plan."
<PAGE>
IN WITNESS WHEREOF, the Company, by its duly authorized officers,
has caused this Amendment No. 1 to be executed as of the day and year first
above written.
SCOTT TECHNOLOGIES, INC.
("Company")
By: /s/ Debra L. Kackley
--------------------
And /s/ Mark A. Kirk
--------------------
The Trustee hereby acknowledges receipt of, accepts and executes
the foregoing Amendment No. 1.
CHICAGO TRUST COMPANY
("Trustee")
By: /s/ Terry Zickle
------------------
And /s/ Dan Jaszi
------------------
<PAGE>
AMENDMENT NO. 2
TO
SCOTT TECHNOLOGIES, INC.
401(k) SAVINGS PLAN FOR SALARIED EMPLOYEES
THIS AMENDMENT NO. 2 is made this 30th day of June, 1999, by SCOTT
TECHNOLOGIES, INC., a Delaware corporation (hereinafter referred to as the
"Company").
W I T N E S S E T H:
WHEREAS, the Company amended and restated the Scott Technologies,
Inc. 401(k) Savings Plan for Salaried Employees (hereinafter referred to as both
"Plan" and "Trust and Plan"), effective as of January 1, 1998; and
WHEREAS, the Company reserved the right, pursuant to Section 20.1
of the Plan, to make certain amendments thereto; and
WHEREAS, the Company is currently in the process of selling
Interstate Electronics Corporation (hereinafter referred to as "Interstate"), a
wholly owned subsidiary of the Company whose employees and certain corporate
staff employees who work exclusively for Interstate (hereinafter referred to as
"Interstate Employees") are currently participating in the Plan; and
WHEREAS, as a result of the impending sale, the Company has agreed
to fully vest the Interstate Employees and, in the event the Company makes an
employer discretionary contribution for the 1999 calendar year, to allocate a
portion of said contribution to the Interstate Employees; and
WHEREAS, it is the desire of the Company to amend the Plan in
order to fully vest the Interstate Employees as of the closing date of the sale
and to permit the allocation of a
<PAGE>
portion of any employer discretionary contribution for the 1999 calendar year to
the Interstate Employees;
NOW, THEREFORE, pursuant to Section 20.1 of the Plan and effective
as of the Closing Date under the Amended and Restated Stock Purchase Agreement
dated June 30, 1999 between the Company and L-3 Communications Corporation (as
it may be amended from time to time), the Company hereby amends the Plan as
follows:
(1) Section 2.42 of Article II of the Plan is hereby amended by
the deletion of subparagraphs (f) and (g) of said Section 2.42 and the
substitution in lieu thereof of new subparagraphs (f) and (g) to read as
follows:
"(f) if the stock or assets of a business unit are sold to a
person or entity which is not an affiliate of the Company
or are transferred to a joint venture which is not an
affiliate of the Company, the employee is an employee of
the business unit or the buyer of the business unit
immediately after such sale or transfer, and this Trust and
Plan or a spinoff plan (which is established to receive a
transfer of the employee's account balances as a result of
such sale or transfer) is assumed or established by such
person, entity or joint venture, his termination of
employment shall be the date he terminates employment (as
defined in subparagraphs (a) through (e) above) with such
person, entity or joint venture; or
(g) if the stock or assets of a business unit are sold to a
person or entity which is not an affiliate of the Company
or are transferred to a joint venture which is not an
affiliate of the Company, the employee is an employee of
the business unit or the buyer of the business unit
immediately after such sale or transfer, and this Trust and
Plan is not assumed by such person, entity or joint venture
or a spinoff plan (as described in (f) above) is not
established, his termination of employment shall be the
date of sale of the stock or assets or the date of such
transfer."
(2) Section 3.1 of Article III of the Plan is hereby amended by
the addition at the end thereof a new sentence to read as follows:
"Interstate Electronics Corporation shall cease to be a Participating
Division on the Closing Date (as defined in Section 4.5(i) hereof)."
2
<PAGE>
(3) Article IV of the Plan is hereby amended by the addition at
the end thereof a new Section 4.5 to read as follows:
"4.5 Notwithstanding anything contained in this Trust and Plan
to the contrary, the following provisions shall apply to Interstate
Employees:
(a) No Interstate Employee shall be considered to be an active
participant in the Plan after the Closing Date and will
consequently not be able to make salary deferral
contributions to this Trust and Plan after the Closing
Date. In addition, each Interstate Employee shall cease to
be a participant under this Trust and Plan on the date he
ceases to be entitled to any benefit from this Trust and
Plan.
(b) Interstate Employees shall cease to be employees of the
Company or any affiliate on the Closing Date but will not
have a 'termination of employment' under this Trust and
Plan and will consequently not be entitled to a
distribution of their accounts under this Trust and Plan.
(c) Each Interstate Employee who has not attained his normal
retirement date or has less than five (5) years of vesting
service on the Closing Date shall be deemed to have a
vested percentage of one hundred percent (100%) on the
Closing Date and to have completed five (5) years of
vesting service solely for purposes of Section 2.52 hereof
on the Closing Date.
(d) In the event the Company makes an employer discretionary
contribution to this Trust and Plan for the 1999 calendar
year, as of December 31, 1999 the employer contribution
account of each Interstate Employee who is employed by
Interstate Electronics Corporation on December 31, 1999
shall be allocated a portion of such contribution in
accordance with Section 6.1 hereof; provided, however, that
notwithstanding any contrary provision of this Trust and
Plan, no Interstate Employee will be allocated any Shares
but will instead receive an equivalent amount of cash in
lieu of any Shares that would otherwise be allocated.
(e) No Interstate Employee may direct the Trustee to purchase
any Shares for his accounts on and after the Closing Date.
(f) The sale of Interstate Electronics Corporation shall not be
deemed to be an 'event of default' under Section 11.2(f)
hereof for any Interstate Employee. During the Transition
Period, Interstate Electronics Corporation will withhold
any loan repayments due as a result of a loan made to an
Interstate Employee under this Trust and Plan. During the
3
<PAGE>
Transition Period such amounts will be forwarded to the
Trustee to be applied to the repayment of such loan.
For purposes of this Section, the following terms shall have the
following meanings:
(i) 'Closing Date' shall mean the Closing Date under the
Amended and Restated Stock Purchase Agreement dated
June 30, 1999 between the Company and L-3
Communications Corporation (as it may be amended
from time to time) relating to the sale of
Interstate Electronics Corporation by the Company.
(ii) 'Interstate Employee' shall mean Richard E. Tierney,
J.B. Hemphill, Joseph Knight and any active
participant who is employed by Interstate
Electronics Corporation on the Closing Date.
(iii) 'Transition Period' shall mean, with respect to a
loan made to an Interstate Employee under this Trust
and Plan, the period commencing on the Closing Date
and ending on the date the note representing such
loan is no longer an asset of this Trust and Plan."
IN WITNESS WHEREOF, the Company, by its duly authorized officers,
has caused this Amendment No. 2 to be executed as of the day and year first
above written.
SCOTT TECHNOLOGIES, INC.
("Company")
By /s/ Debra Kackley
------------------------
And /s/ Mark A Kirk
-----------------------
<PAGE>
The Trustee hereby acknowledges receipt of, accepts and executes
the foregoing Amendment No. 2.
CHICAGO TRUST COMPANY
("Trustee")
By /s/ Terry Ziekle
------------------------
And /s/ Dan Jaszi
-----------------------
5
<PAGE>
AMENDMENT NO. 3
TO
SCOTT TECHNOLOGIES, INC.
401(k) SAVINGS PLAN FOR SALARIED EMPLOYEES
THIS AMENDMENT NO. 3 is made this 29 day of June, 1999, by SCOTT
TECHNOLOGIES, INC., a Delaware corporation (hereinafter referred to as the
"Company").
W I T N E S S E T H:
WHEREAS, the Company amended and restated the Scott Technologies,
Inc. 401(k) Savings Plan for Salaried Employees (hereinafter referred to as both
"Plan" and "Trust and Plan"), effective as of January 1, 1998; and
WHEREAS, the Company reserved the right, pursuant to Section 20.1
of the Plan, to make certain amendments thereto; and
WHEREAS, it is the desire of the Company to amend the Plan in
order to provide for a July transition period during which no purchases of
shares of the Company's common stock shall be made pursuant to investment
directions and to eliminate the restriction on future investment in the Common
Stock Fund by employees of Interstate Electronics Corporation; and
WHEREAS, it is the desire of the Company to further amend the Plan
in order to bring it into compliance with the Family and Medical Leave Act;
NOW, THEREFORE, pursuant to Section 20.1 of the Plan, the Company
hereby amends the Plan as follows:
(1) Effective as of July 9, 1999, Section 4.5 of Article IV of
the Plan is hereby amended by the deletion of subparagraph (e) of said Section
4.5 and the substitution in lieu thereof of a new subparagraph (e) to read as
follows:
<PAGE>
"(e) No Interstate Employee may direct the Trustee to purchase
any Shares for his accounts during the July Transition
Period (as defined in Section 7.10 hereof)."
(2) Effective as of January 1, 1998, Section 6.1 of Article VI
of the Plan is hereby amended by the addition at the end of the first paragraph
of a new sentence to read as follows:
"Notwithstanding the foregoing, a participant who is on unpaid leave
which is provided in accordance with the Family and Medical Leave Act on
an allocation date shall be deemed to be actively employed on such
allocation date."
(3) Effective as of July 9, 1999, Article VII of the Plan is
hereby amended by the addition at the end thereof of a new Section 7.10 to read
as follows:
"7.10 No investment directions made pursuant to this Article
which direct the Trustee to purchase Shares shall be implemented during
the July Transition Period; provided, however, that purchases of Shares
initiated immediately prior to the July Transition Period may be settled.
During the July Transition Period any such directed investments will be
made in the Balanced Fund in lieu of being made in the Common Stock Fund.
For purposes of this Trust and Plan, the words 'July Transition Period'
shall mean the period which commenced on July 9, 1999 and which will end
on July 21, 1999. Notwithstanding anything contained in this Trust and
Plan, the provisions of this Section shall supercede any contrary
provisions of this Trust and Plan."
2
<PAGE>
IN WITNESS WHEREOF, the Company, by its duly authorized officers,
has caused this Amendment No. 3 to be executed as of the day and year first
above written.
SCOTT TECHNOLOGIES, INC.
("Company")
By /s/ Debra L Kackley
----------------------------
And /s/ Mark A Kink
---------------------------
The Trustee hereby acknowledges receipt of, accepts and executes
the foregoing Amendment No. 3.
CHICAGO TRUST COMPANY
("Trustee")
By /s/ Terry Ziekle
----------------------------
And /s/ Dan Jaszi
---------------------------
3
