<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-4821
PITTWAY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-5616408
(State of Incorporation) (I.R.S. Employer Identification No.)
200 South Wacker Drive, Chicago, Illinois 60606-5802
(Address of Principal Executive Offices) (Zip Code)
312/831-1070
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date (August 1, 1994).
Common Stock 2,626,024
Class A Stock 11,314,700
1
<PAGE>
PITTWAY CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 1994
INDEX
Page
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Statement of Income -
Three Months and Six Months Ended
June 30, 1994 and 1993 3
Consolidated Balance Sheet -
June 30, 1994 and December 31, 1993 4 - 5
Consolidated Statement of Cash Flows -
Six Months Ended June 30, 1994 and 1993 6
Notes to Consolidated Financial Statements 7 - 10
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 10 - 11
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 12 - 13
ITEM 4. Submission of Matters to a Vote of Security Holders 13
ITEM 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
2
<PAGE>
PITTWAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1994 AND 1993
(Dollars in Thousands, Except Per Share Data)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1994 1993 1994 1993
<S> <C> <C> <C> <C>
CONTINUING OPERATIONS:
Net Sales............................ $189,220 $158,414 $365,763 $310,191
Operating Expenses:
Cost of sales....................... 115,649 97,607 220,941 189,912
Selling, general and administrative. 57,147 49,119 111,720 96,750
Depreciation and amortization....... 5,068 4,224 9,851 8,340
177,864 150,950 342,512 295,002
Operating Income..................... 11,356 7,464 23,251 15,189
Other Income (Expense):
Gain on sale of investment.......... 2,455 19,506
Income from marketable securities
and other interest................ 1,147 504 1,959 884
Interest expense.................... (706) (1,021) (1,460) (1,554)
Income from investments............. 744 562 1,282 1,144
Miscellaneous, net.................. 407 186 841 512
4,047 231 22,128 986
Income From Continuing Operations
Before Income Taxes................. 15,403 7,695 45,379 16,175
Provision For Income Taxes........... 5,994 3,218 18,014 6,529
INCOME FROM CONTINUING OPERATIONS.... 9,409 4,477 27,365 9,646
Income From Discontinued Operations.. 1,267 10,726
Income Before Cumulative Effect of
Changes in Accounting Principles... 9,409 5,744 27,365 20,372
Cumulative Effect of Changes In
Accounting For Income Taxes and
Postretirement Benefits............ 1,535
NET INCOME........................... $ 9,409 $ 5,744 $ 27,365 $ 21,907
Per Share of Common and Class A Stock:
Income from continuing operations.. $ .67 $ .32 $ 1.96 $ .69
Income from discontinued operations .09 .77
Cumulative effect of changes in
accounting principles............ .11
Net Income......................... $ .67 $ .41 $ 1.96 $ 1.57
Cash Dividends Declared Per Share:
Common............................. $ .10 $ .10 $ .20 $ .25
Class A............................ $ .125 $ .125 $ .25 $ .30
Average Number of Shares Outstanding
(in thousands)..................... 13,941 13,941 13,941 13,941
</TABLE>
See accompanying notes.
3
<PAGE>
PITTWAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in Thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
1994 1993
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and equivalents.................... $ 1,018 $ 1,908
Marketable securities................... 43,972 31,407
Accounts and notes receivable, less
allowance for doubtful accounts of
$6,614 and $5,521..................... 126,796 115,947
Inventories............................. 116,381 100,065
Future income tax benefits.............. 14,908 15,232
Prepayments, deposits and other......... 9,188 7,974
312,263 272,533
PROPERTY, PLANT AND EQUIPMENT, at cost:
Buildings............................... 26,323 25,530
Machinery and equipment................. 145,498 132,168
171,821 157,698
Less: Accumulated depreciation.......... (87,934) (81,375)
83,887 76,323
Land.................................... 2,403 2,403
86,290 78,726
INVESTMENTS:
Real estate and other ventures.......... 53,524 51,153
Leveraged leases........................ 23,143 21,954
76,667 73,107
OTHER ASSETS:
Goodwill, less accumulated amortization
of $6,745 and $6,159.................. 39,764 40,357
Other intangibles, less accumulated
amortization of $9,063 and $8,288..... 6,179 6,658
Notes receivable........................ 5,544 5,362
Miscellaneous........................... 5,116 5,234
56,603 57,611
$531,823 $481,977
</TABLE>
See accompanying notes.
4
<PAGE>
PITTWAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in Thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
June 30, December 31,
1994 1993
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable........................... $ 34,454 $ 30,859
Long-term debt due within one year...... 5,946 5,649
Dividends payable....................... 1,758 1,757
Accounts payable........................ 47,213 44,489
Accrued expenses........................ 38,234 33,744
Income taxes payable.................... 16,268 4,911
Retirement and deferred
compensation plans.................... 764 605
Unearned income......................... 4,999 5,320
149,636 127,334
LONG-TERM DEBT, less current maturities... 9,476 6,083
DEFERRED LIABILITIES:
Income taxes............................ 51,258 51,883
Other................................... 5,120 4,613
56,378 56,496
STOCKHOLDERS' EQUITY:
Preferred stock, none issued............
Common capital stock, $1 par value-
Common stock.......................... 2,626 2,626
Class A stock......................... 11,315 11,315
Capital in excess of par value.......... 28,348 28,348
Retained earnings....................... 277,639 253,628
Cumulative marketable securities
valuation adjustment.................. (705)
Cumulative foreign currency translation
adjustment............................ (2,890) (3,853)
316,333 292,064
$531,823 $481,977
</TABLE>
See accompanying notes.
5
<PAGE>
PITTWAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1994 AND 1993
(Dollars in Thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Cash Flows From Continuing Operating Activities:
Income from continuing operations................ $ 27,365 $ 9,646
Adjustments for noncash items included in
income from continuing operations:
Depreciation and amortization.................. 9,851 8,340
Gain on sale of investment, net of taxes....... (11,776)
Deferred income taxes.......................... (1,542) (1,180)
Retirement and deferred compensation plans..... 683 (301)
Income from investments adjusted for
cash distributions received................... (1,103) (1,048)
Provision for losses on accounts receivable.... 1,434 1,562
Change in assets and liabilities, excluding
effects from foreign currency adjustments:
Increase in accounts and notes
receivable................................. (11,826) (13,060)
Increase in inventories..................... (15,427) (9,189)
Increase (decrease) in accounts payable
and accrued expenses....................... 5,707 (1,478)
Increase in income taxes payable............ 13,068 7,035
Other changes, net.......................... (1,680) (1,087)
Net cash provided by (used in)
continuing operations.......................... 14,754 (760)
Cash Flows From Investing Activities:
Capital expenditures............................. (15,905) (13,217)
Proceeds from the sale of investment............. 16,776
Proceeds from the sale of marketable securities.. 19,261 28,871
Purchases of marketable securities............... (32,853) (26,672)
Disposition of property and equipment............ 226 233
Additions to investments......................... (7,513) (6,679)
Collections of notes receivable.................. 755 693
Net cash used in investing activities............ (19,253) (16,771)
Cash Flows From Financing Activities:
Net increase in notes payable.................... 3,372 24,674
Proceeds of long-term debt....................... 3,756 207
Repayments of long-term debt..................... (263) (187)
Dividends paid................................... (3,353) (2,373)
Net cash provided by financing activities........ 3,512 22,321
Effect of Exchange Rate Changes on Cash ........... 97 (70)
Net Cash Used In Discontinued Operations........... (4,666)
Increase (Decrease) in Cash and Equivalents........ (890) 54
Cash and Equivalents at Beginning of Period........ 1,908 3,638
Cash and Equivalents at End of Period.............. $ 1,018 $ 3,692
See accompanying notes.
=============================================================================
Supplemental cash flow disclosure:
1994 1993
Interest paid.................................... $ 1,386 $ 1,458
Income taxes paid................................ 7,832 6,985
</TABLE>
6
<PAGE>
PITTWAY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands, Unaudited)
Note 1. Basis of Presentation
The accompanying consolidated financial statements include the accounts of
Pittway and its majority-owned subsidiaries (the "Company" or "Registrant").
Summarized financial information for the limited real estate partnership
ventures and other affiliates is omitted because, when considered in the
aggregate, they do not constitute a significant subsidiary. Certain prior
year amounts have been reclassified to conform to the current year
classification.
The accompanying consolidated financial statements are unaudited but reflect
all adjustments of a normal recurring nature which are, in the opinion of
management, necessary for a fair presentation of the financial statements
contained herein. However, the financial statements and related notes do not
include all disclosures normally provided in the Company's Annual Report on
Form 10-K. Accordingly, these financial statements and related notes should
be read in conjunction with the Company's Annual Report on Form 10-K for the
year ended December 31, 1993.
Note 2. Changes in Accounting Principles
On January 1, 1994 the Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain
Investments in Debt and Equity Securities", which requires the Company to
record its investments in certain debt and equity securities available-for-
sale at market value. Changes in market value for these securities are to be
reported, net of tax, in a separate component of stockholders' equity until
realized. Prior to the adoption of SFAS No. 115, these securities were
valued at the lower of aggregate cost or market. SFAS No. 115 does not apply
to investments accounted for using the equity method or for which readily
determinable market values are not available. As a result of adopting SFAS
No. 115, a $141 unrealized gain, net of tax, was recorded to stockholders'
equity at January 1, 1994. The adoption of this statement had no impact on
net income and prior year financial statements are not restated.
On January 1, 1993 the Company adopted the provisions of SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other than Pensions", and
No. 109, "Accounting for Income Taxes". The cumulative effect of the changes
in accounting principles on years prior to 1993 was a $1,965 benefit for
income taxes and a $430 after-tax charge for postretirement benefits.
7
<PAGE>
Note 3. Marketable Securities
Information about the Company's available-for-sale securities at June 30,
1994 and December 31, 1993 is as follows:
<TABLE>
<CAPTION>
Adjustable
Rate
Preferred Municipal
Stocks Bonds Other
<S> <C> <C> <C>
June 30, 1994 -
Aggregate cost $ 43,832 $ 1,144 $ 171
Net unrealized holding loss (1,173) (2)
Aggregate fair value $ 42,659 $ 1,142 $ 171
December 31, 1993 -
Aggregate cost $ 15,118 $ 16,174
Net unrealized holding gain 163 72
Aggregate fair value $ 15,281 $ 16,246
</TABLE>
The contractual maturities for the municipal bonds (at fair value) are as
follows: within one year ($629), after one year through five years ($413)
and after ten years ($100).
In connection with an initial public offering of First Alert, Inc. common
stock in 1994, the Company sold its 16.67% ownership in First Alert, Inc. by
selling 1,355,000 shares in March and the remaining 195,000 shares in April.
The sale of the shares resulted in a pretax gain of $19,506. The $24,506
pre-tax proceeds from the two sales were received in April. Prior to the
initial public offering, the Company's equity investment in First Alert, Inc.
was recorded at a cost of $5 million.
Realized gains and losses are based upon the specific identification method.
Information about the Company's sales transactions of available-for-sale
securities for the six months ended June 30 is as follows:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
Cash proceeds $ 19,261 $ 28,964
Realized gains -
First Alert $ 19,056
Other $ 182 $ 372
Realized losses $ 34 $ 97
</TABLE>
8
<PAGE>
Note 4. Inventories
Inventories consist of the following:
<TABLE>
<CAPTION>
June 30, December 31,
1994 1993
<S> <C> <C>
Raw materials $ 29,701 $ 23,313
Work in process 12,580 9,311
Finished goods -
Manufactured by the Company 41,224 33,912
Manufactured by others 33,614 34,087
Total 117,119 100,623
Less LIFO reserve (738) (558)
$116,381 $100,065
</TABLE>
Note 5. Earnings per Share
Net income per share of common capital stock is based on the combined
weighted average number of Common and Class A shares outstanding during each
period and does not include Class A shares issuable upon exercise of stock
options because the dilutive effect is not significant.
Note 6. Discontinued Operations
The Company distributed its investment in the Seaquist packaging group (now
known as AptarGroup, Inc.) to stockholders in a tax-free spinoff on April 22,
1993.
Net sales of the discontinued operations for the three months and six months
ended June 30, 1993 were $22,263 and $117,473, respectively.
Note 7. Legal Proceedings
On May 10, 1989, a judgment was entered against Saddlebrook Resorts, Inc.
("Saddlebrook"), a former subsidiary of the Company, in a lawsuit which arose
out of the development of Saddlebrook's resort and a portion of the adjoining
residential properties owned and currently under development by the Company.
The lawsuit alleged damage to plaintiffs' adjoining property caused by
surface water effects from improvements to the properties. Damages of
approximately $8 million were awarded to the plaintiffs and an injunction was
entered requiring, among other things, that Saddlebrook work with local
regulatory authorities to take corrective actions. In December 1990 the
trial court entered an order vacating the judgment and awarding a new trial,
which was affirmed on appeal in March 1992. On remand to the trial court,
Saddlebrook's motion for summary judgment, on the ground that plaintiff's
claims were fully retried and rejected in a related administrative
proceeding, which administrative ruling has been appealed to the Florida
Supreme Court, is pending. If that motion is not granted, retrial is
currently set for April 1995. The Company and Saddlebrook have entered into
9
<PAGE>
an agreement to split equally the costs of the defense of the litigation and
the costs of certain related litigation and proceedings, the costs of the
ultimate judgment, if any, and the costs of any mandated remedial work.
Subject to certain conditions, the agreement permits Saddlebrook to obtain
subordinated loans from the Company to enable Saddlebrook to pay its one-half
of the costs of the latter two items. No loans have been made to date. The
Company believes that the ultimate outcome of the aforementioned lawsuit will
not have a material adverse effect on its financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
For the second quarter and first six months of 1994, sales increased 19% and
18%, respectively, due to higher sales in both the alarm and publishing
segments. Gross profit grew at a faster rate than sales, (21% for the
quarter and 20% for the first six months), reflecting better coverage of
fixed costs through higher volume. Selling, general and administrative
expenses increased 16% over the second quarter and 15% over the first six
months of 1993 due to increased costs associated with the expanded sales
volume.
Alarm product sales increased over 1993 due to continued market acceptance of
the newer burglar and commercial fire alarm products. Although the overall
alarm systems industry is growing moderately, the Company's manufacturing and
distribution businesses are increasing their market share as a result of
growing dealer and distribution support for new products introduced in the
last few years. Operating income increased primarily because of the expanded
sales volume partially offset by costs of new product introductions and
selective price reductions on certain system components.
Publishing sales levels increased from a year ago due to a modest increase in
advertising pages coupled with a firming of page rates. Operating income
increased principally due to increased advertising pages at higher rates,
higher profits from ancillary operations of the business and improved
operating efficiencies.
Included in other income in 1994 is a $19.5 million pretax gain on the sale
of First Alert, Inc. common stock, $17.0 million recorded in the first
quarter and $2.5 million recorded in the second quarter. Excluding the gain
on sale of investment, other income was more favorable in 1994 primarily due
to higher income from marketable securities and more favorable foreign
currency transaction effects. Net foreign currency transaction gains in 1994
and net losses in 1993 produced a favorable change of $598,000 for the
quarter and $440,000 on a year to date basis. The decrease in interest
expense was offset by reduced income from other sources.
The effective tax rate decreased in 1994 as a result of lower effective state
income tax rates and the reduced impact on the overall tax rate of losses
from certain foreign operations for which no tax benefit was recognized.
10
<PAGE>
These favorable effects were partially offset by an increase in the U.S.
Federal income tax rate in August 1993 from 34% to 35%.
One-time accounting changes applicable to 1993 continuing operations included
a $2.0 million benefit from the adoption of SFAS No. 109, "Accounting for
Income Taxes", and an after-tax charge of $.4 million from the adoption of
SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions".
Earnings from discontinued operations in 1993 amounted to $1.3 million for
the quarter and $10.7 million year to date. The six months amount includes
a $3.1 million benefit from the adoption of SFAS No. 109 in the first quarter
of 1993.
FINANCIAL CONDITION
The Company's financial condition remained strong through the second quarter
of 1994. Management anticipates that operations and borrowings will continue
to be the primary source of funds needed to meet ongoing programs for capital
expenditures, to finance acquisitions and investments and to pay dividends.
As a result of selling its investment in First Alert, Inc. the Company
received $24.5 million in April 1994. It is expected that these proceeds
will be used to finance the growth in operations, invest in real estate and
other ventures and pay approximately $9.7 million in current income taxes
associated with the sale.
Through the first six months of 1994, the primary sources of cash provided by
continuing operations were profits before depreciation, amortization,
deferred income taxes and the net gain on sale of investment. Such cash
generated was partially used to finance the net increase in working capital
items. The $15 million available cash generated from operations, along with
a $7 million increase in debt and $3 million net receipts from securities
transactions, were used to pay $3 million in dividends, $15.9 million in
capital expenditures and $7 million in additions to investments.
Indebtedness of approximately $3 million was recorded in the first quarter of
1994 to record a sale/leaseback transaction on certain production equipment.
For 1993, the cash dividends normally paid in January were paid in December
1992.
The Company is continually investigating opportunities for growth in related
areas and is presently committed to invest approximately $10 million in
certain ventures through 1996.
The Company has real estate investments in various limited partnerships with
interests in commercial rental properties which may be sold or turned over to
lenders due to the present weak commercial real estate market. The Company's
deferred income tax liability accounts fully cover the tax payments that
would be due if properties were sold or returned to the lenders and such
events would have no effect on income. However, any such tax payments would
negatively impact the Company's cash position. The likelihood, extent and
timing of such payments is not readily determinable, but the maximum total
amount at June 30, 1994 is approximately $15 million.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On May 10, 1989, the Circuit Court of the Sixth Judicial Circuit in and for
Pasco County, Florida, entered a judgment against Saddlebrook Resorts, Inc.
("Saddlebrook"), a former subsidiary of the Company, in a lawsuit which arose
out of the development of Saddlebrook's resort and a portion of the adjoining
residential properties owned and currently under development by the Company.
The lawsuit (James H. Porter and Martha Porter, Trustees, et al. vs.
Saddlebrook Resorts, Inc. and The County of Pasco, Florida; Case No. CA83-
1860), alleges damage to plaintiffs' adjoining property caused by surface
water effects from improvements to the properties. Damages of approximately
$8 million were awarded to the plaintiffs and an injunction was entered
requiring, among other things, that Saddlebrook work with local regulatory
authorities to take corrective actions. Saddlebrook made two motions for a
new trial, based on separate grounds. One such motion was granted on
December 18, 1990. Such grant was appealed by the plaintiffs. The other
such motion was denied on February 28, 1991. Saddlebrook appealed such
denial. The appeals were consolidated, fully briefed and heard in February
1992. Saddlebrook received a favorable ruling on March 18, 1992, dismissing
the judgment and remanding the case to the Circuit Court for a new trial. An
agreed order has been entered by the Court preserving the substance of the
injunction pending final disposition of this matter. As part of its plan to
comply with the agreed order, Saddlebrook filed applications with the
regulatory agency to undertake various remediation efforts. Plaintiffs,
however, filed petitions for administrative review of the applications, which
administrative hearing was concluded in February 1992. On March 31, 1992,
the hearing officer issued a recommended order accepting Saddlebrook's
expert's testimony. The agency's governing board was scheduled to consider
this recommended order on April 28, 1992, however, shortly before the
hearing, the plaintiffs voluntarily dismissed their petitions and withdrew
their challenges to the staff's proposal to issue a permit. At the April 28,
1992 hearing the governing board closed its file on the matter and issued the
permits. Saddlebrook appealed the board's refusal to issue a final order.
On July 9, 1993 a decision was rendered for Saddlebrook remanding
jurisdiction to the governing board for further proceedings, including entry
of a final order which was issued on October 25, 1993. The plaintiffs have
appealed the Appellate Court decision to the Florida Supreme Court and
appealed the issuance of the final order to the Second District Court of
Appeals. The Florida Supreme Court heard the appeal on May 3, 1994 and the
participants await its decision. The other appeal was voluntarily dismissed
by the plaintiffs on June 17, 1994. Saddlebrook moved for summary judgment
on December 22, 1993 on the ground that plaintiffs' claims were fully
litigated and decided in administrative action. The trial court ordered
that, in the event plaintiffs' appeal to the Florida Supreme Court is
resolved by October 1994, Saddlebrook's motion for summary judgment will be
heard in December 1994 and, in the event that such motion is denied, retrial
will begin in April 1995.
12
<PAGE>
Until October 14, 1989, the Company and Saddlebrook disputed responsibility
for ultimate liability and costs (including costs of corrective action). On
that date, the Company and Saddlebrook entered into an agreement with regard
to such matters. The agreement, as amended and restated on July 16, 1993,
provides for the Company and Saddlebrook to split equally the costs of the
defense of the litigation and the costs of certain related litigation and
proceedings, the costs of the ultimate judgment, if any, and the costs of any
mandated remedial work. Subject to certain conditions, the agreement permits
Saddlebrook to obtain subordinated loans from the Company to enable
Saddlebrook to pay its one-half of the costs of the latter two items. No
loans have been made to date.
The Company believes that the ultimate outcome of the aforementioned lawsuit
will not have a material adverse effect on its financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of stockholders was held on May 19, 1994 and the following
actions were taken:
(a) Management's slate of nominees for directors was unopposed and elected in
its entirety. The results of the voting were as follows:
<TABLE>
<CAPTION>
Director For Withheld Abstentions Broker Non-votes
<S> <C> <C> <C> <C>
Common Stock-
S. Barrows 2,341,293 1,824 25,515 209,140
F. Conforti 2,341,593 1,524 25,515 209,140
L. Guthart 2,341,564 1,553 25,515 209,140
I. Harris 2,341,293 1,824 25,515 209,140
K. Harris 2,341,593 1,524 25,515 209,140
N. Harris 2,341,593 1,524 25,515 209,140
W. Harris 2,341,593 1,524 25,515 209,140
J. Kahn, Jr. 2,341,593 1,524 25,515 209,140
Class A Stock-
E. Barnett 7,403,235 5,738 151,811 3,203,000
E. Coolidge III 7,398,384 5,429 151,811 3,203,000
A. Downs 7,398,431 5,382 151,811 3,203,000
</TABLE>
(b) The Pittway Corporation 1990 Stock Awards Plan was amended. The results
of the voting were: 2,897,122 votes FOR, 146,803 votes AGAINST and 33,290
ABSTENTIONS. There were 576,492 Broker Non-votes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No exhibits are included with this report.
(b) No reports on Form 8-K have been filed during the quarter for
which this report is filed.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PITTWAY CORPORATION
(Registrant)
By /s/ Paul R. Gauvreau
Paul R. Gauvreau
Financial Vice President
and Treasurer
(Duly Authorized Officer and
Principal Financial Officer)
Date: August 5, 1994
14
