SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):December 21,1995
PITTWAY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-5616408
(State of other jurisdiction (IRS Employer
of incorporation) Identification Number)
1-4821
(Commission File Number)
200 South Wacker Drive, Suite 700, Chicago, Illinois 60606-5802
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 831-1070
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
On December 21, 1995, Registrant announced a potential
significant increase in the value of its investments in United States
Satellite Broadcasting, Inc. and Cylink Corporation. The
circumstances of the potential increase are more fully described in
the press release filed as Exhibit 99 hereto, which is hereby
incorporated by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Sequentially
Exhibit No. Description Numbered Page
99 Press release 3-4
dated
December 21, 1995
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 hereunto duly authorized.
PITTWAY CORPORATION
(Registrant)
Dated: December 21, 1995 By: /s/Paul R. Gauvreau
Paul R. Gauvreau
Financial Vice President
and Treasurer
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Exhibit 99
FROM: Edelman Worldwide FOR: Pittway Corporation
Financial Relations 200 South Wacker Drive
200 East Randolph Drive Suite 700
Chicago, Illinois 60601 Chicago, IL 60606-5802
Phone: (312) 240-3000 Phone: (312) 831-1070
FOR IMMEDIATE RELEASE
For further information contact Gary Strong at Edelman or
Edward J. Schwartz at Pittway.
PITTWAY ANNOUNCES POTENTIAL SIGNIFICANT INCREASE
IN VALUE OF CERTAIN INVESTMENTS
Chicago, Illinois, December 21, 1995 --- Pittway Corporation
(AMEX) noted today that two private companies in which it holds
common stock investments, United States Satellite Broadcasting,
Inc. ("USSB") and Cylink Corporation ("Cylink"), have recently
filed registration statements with the Securities and Exchange
Commission for initial public offerings of their common stock.
USSB's registration statement does not state an anticipated
public offering price. It calculates the registration fee based on
a proposed maximum offering price of $24.00 per share. If the
offering is completed at $24.00 per share, the market value of
Pittway's 4.79 million shares of USSB's common stock will be
approximately $115 million, which exceeds the $20 million cost at
which it is carried on Pittway's books by approximately $95
million.
Cylink's registration statement also does not state an
anticipated public offering price. It calculates the registration
fee based on a proposed maximum offering price of $10.00 per share.
Pittway accounts for its 8.61 million shares of common stock in
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Cylink using the equity method. If the offering is completed at
$10.00 per share, the market value of Pittway's holdings will be
approximately $86.1 million. Based on the number of shares
registered for sale for Cylink's account, Pittway's recorded value
for its Cylink investment would increase from $7.5 million to $18.2
million. The $10.7 million increase less related deferred income
taxes, will be credited directly to stockholder's equity.
Pittway is not a seller of shares in either initial public
offering, except that Pittway has agreed to sell 622,500 shares of
its USSB common stock if USSB's Underwriters' over-allotment option
is exercised.
Pittway noted that there can be no assurance that either
initial public offering will be completed or that, if completed,
either will be completed at its proposed maximum offering price or
for the number of shares initially registered. Additionally, there
can be no assurance that if and when the shares are traded they
will remain at or above their offering prices.
The registration statements referred to in this press release
have not yet become effective. The securities which are the subject
thereof may not be sold nor may offers to buy be accepted prior to
the time the registration statements become effective. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy.
Pittway is a manufacturer and distributor of professional
burglar and fire alarm equipment; a publisher of trade magazines
and directories; and a participant in joint venture real estate
developments.
