As filed with the Securities and Exchange Commission on September 25, 1996
Registration No. 33-
- -------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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, Suite 700, Chicago, Illinois 60606-5802
(Address of Principal Executive Offices) (Zip Code)
PITTWAY CORPORATION 1996 DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
James F. Vondrak
PITTWAY CORPORATION
200 South Wacker Drive
Chicago, Illinois 60606-5802
(Name and Address of Agent for Service)
312/831-4119
(Telephone Number, Including Area Code, of Agent for Service)
-------------------------------
CALCULATION OF REGISTRATION FEE
============================================================================
Title of Amount Proposed Proposed
Securities to be Maximum Maximum Amount of
to be Registered Offering Price Aggregate Registration
Registered (1) Per Share (2) Offering Price(2) Fee
- -------------- -------------- -------------- ----------------- ------------
Class A Stock
of the Par
Value of $1.00
Per Share 30,000 shs. $44.875 $1,346,250 $464.22
Common Stock
of the Par
Value of $1.00
Per Share 30,000 shs.(3) None None None
============================================================================
(1) Pursuant to Rule 416(a), this Registration Statement shall be deemed to
cover any additional shares of Class A Stock or Common Stock issuable
pursuant to the antidilution provisions of the Plan.
(2) Pursuant to Rule 457(h), estimated solely for the purpose of computing
the registration fee, on the basis of the average of the high and low prices
of Class A Stock on September 24, 1996 as set forth in the American Stock
Exchange -- Composite Transactions.
(3) These are shares of Common Stock into which the shares of Class A Stock
being registered herein may be changed in accordance with the Registrant's
Restated Certificate of Incorporation, as amended.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 is contained in documents
sent or given to award holders as specified by Rule 428(b)(1) under the
Securities Act of 1933 (the "Securities Act"). Such documents and the
documents incorporated by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute the Section 10(a)
prospectus.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Pittway Corporation ("Registrant" or the
"Company") with the Securities and Exchange Commission are incorporated,
as of their respective dates, in this Registration Statement by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since
December 31, 1995.
(c) The description of the Class A Stock and Common Stock
contained in the Registration Statement of the Company (then known
as Standard Shares, Inc.) on Form 8-A dated October 18, 1989,
including any amendment or report (including any subsequent Form 8-
A) updating such description.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of
such documents.
Any statement contained in this Registration Statement or in a document
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that
a statement contained herein or in the original Section 10(a) prospectus
(as regards any statement in any previously filed document incorporated
by reference herein), or a statement in any subsequently filed document
that is also incorporated by reference herein or a statement in any
subsequent Section 10(a) prospectus, 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
Registration Statement.
2
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors, Officers and Controlling Persons.
Under certain provisions of the Delaware General Corporation Law, the
registrant has the power to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, by reason of the fact that he or she is or
was a director, officer, employee or agent of the registrant, or is or
was serving at the request of the registrant as a director, officer,
employee or agent of another corporation or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid
in settlement reasonably incurred by him or her in connection with such
action, suit or proceeding; except that under such provisions
indemnification relating to a derivative action or suit is limited to
expenses reasonably incurred in connection with the defense or settlement
thereof. To be eligible for indemnification under such provisions as to
a particular action, suit or proceeding (or claim, issue or matter
therein), a director, officer, employee or agent must either be
successful in his or her defense thereof (in which event indemnification
against related expenses is mandatory) or must meet certain statutory
standards (generally, that he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best
interests of the registrant, and, with respect to any criminal action or
proceeding, that he or she had no reasonable cause to believe his or her
conduct was unlawful). The indemnification provided by such provisions
does not exclude any other rights to which a person seeking
indemnification may otherwise be entitled.
Article Sixth, Section 2, of the registrant's Restated Certificate of
Incorporation, as amended, provides that each person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including any action by or in the right
of the registrant) by reason of the fact that he or she (i) is or was a
director, officer, employee or agent of the registrant or (ii) is or was
serving, at the request of the registrant, as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall be indemnified by the registrant to the
fullest extent permitted by law, against all expenses (including
attorneys' fees), judgments, fines and amounts paid or to be paid in
settlement actually and reasonably incurred by him or her in connection
with such action, act or proceeding. Article Sixth, Section 2, provides
that such indemnification shall continue as to any such person who has
ceased to be a director, officer, employee or agent of the registrant and
shall inure to the benefit of his or her heirs, executors, administrators
and personal administrators. Article Sixth, Section 2, provides that the
rights conferred thereunder shall not be exclusive of any other right to
which any person may be entitled under any By-law, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action
in his or her official capacity and as to action in another capacity
while holding such office.
3
The Company maintains a liability insurance policy which, subject to
various exclusions and deductibles and subject to annual renewal and
certain rights of the insurer to terminate, covers its directors and
officers (and the registrant's indemnification obligations to them) to an
aggregate maximum of $25 million of coverage against claims made during
the policy period relating to certain civil liabilities, including
liabilities under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits filed herewith are specified on the Index to Exhibits at
page 7 hereof.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; Provided, however, that paragraphs (1)(I)
and (1)(ii) do not apply if the registration statement is on
Form S-3 or Form S-8, and the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
4
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of Regulation S-X at the
start of any delayed offering or throughout a continuous offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
5
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 Chicago, State of Illinois, on September 25,
1996.
PITTWAY CORPORATION
BY /s/ Paul R. Gauvreau
Paul R. Gauvreau
Financial Vice President
and Treasurer
Each person whose signature appears below hereby authorizes King Harris,
Edward J. Schwartz, Paul R. Gauvreau and James F. Vondrak or any of them,
with full power of substitution, to execute in his name and on his behalf,
and to file, any amendments (including, without limitation, post-effective
amendments) to this registration statement necessary or advisable in the
opinion of any of them to enable the registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission thereunder in respect
thereof, which amendments may make such other changes in this registration
statement as any of them deems advisable.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 25th day of September, 1996:
/s/ Neison Harris /s/ Anthony Downs
Neison Harris, Director and Anthony Downs, Director
Chairman of the Board
/s/ King Harris /s/ Leo A. Guthart
King Harris, Director, President Leo A. Guthart, Director
and Chief Executive Officer
/s/ Paul R. Gauvreau /s/ Irving B. Harris
Paul R. Gauvreau, Principal Irving B. Harris, Director
Financial and Accounting Officer
/s/ Eugene L. Barnett /s/ William W. Harris
Eugene L. Barnett, Director William W. Harris, Director
/s/ Sidney Barrows /s/ Jerome Kahn, Jr.
Sidney Barrows, Director Jerome Kahn Jr., Director
/s/ Leo F. Mullin
Leo F. Mullin, Director
/s/ E. David Coolidge III
E. David Coolidge III, Director
6
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered Page
4 Pittway Corporation 1996 Director Stock Option Plan 8-13
5 Opinion of Kirkland & Ellis 14
23.1 Consent of Kirkland & Ellis (included in Exhibit 5) 14
23.2 Consent of Price Waterhouse LLP 15
24 Powers of Attorney (included on the Signatures page hereof) 6
7
Exhibit 4
PITTWAY CORPORATION
1996 DIRECTOR STOCK OPTION PLAN
1. Purpose of Plan. The purpose of this Plan (the "Plan") is
to promote the long-term financial interests of the Company and its
subsidiaries by:
(a) providing an incentive for all non-employee members of
the Board of Directors (the "Non-Employee Directors") to maximize
the long-term value of the Company's Class A Stock and otherwise
act in the best interest of the Company's stockholders;
(b) providing Non-Employee Directors with the opportunity to
acquire a greater stake in the future of the Company and its
subsidiaries through stock ownership; and
(c) attracting and retaining highly qualified Non-Employee
Directors.
2. Definitions. The following words and phrases have the
respective meanings indicated below unless a different meaning is plainly
implied by the context.
(a) "Administrative Committee" means any committee of
management employees which, pursuant to Section 4, has been
appointed by the Board Committee.
(b) "Award Date" means a date specified in Section 6 for
awards of options.
(c) "Board of Directors" means the Board of Directors of the
Company.
(d) "Class A Stock" means Class A Stock, of the par value of
$1.00 per share, of the Company (or, from and after any change of
such Class A Stock into Common Stock on a share-for-share basis
pursuant to the Company's Restated Certificate of Incorporation, as
amended, Common Stock).
(e) "Board Committee" means the Compensation Committee or
other committee of the Board of Directors which, pursuant to
Section 3, has authority to administer the Plan.
(f) "Code" means the Internal Revenue Code of 1986, as
amended.
(g) "Common Stock" means Common Stock, of the par value of
$1.00 per share, of the Company.
(h) "Company" means Pittway Corporation, a Delaware
corporation, and its successors.
8
(i) "Eligible Director" means any present or future member
of the Board of Directors who, on an Award Date, (1) is a member of
the Board of Directors, and (2)is not an employee of the Company or
any of its subsidiaries.
(j) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(k) "Market Value" of Class A Stock or Common Stock on any
date means the closing price of such Stock on that date (or, if
such date is not a trading date for such Stock, on the next
preceding date which was a trading date for such Stock) on the
American Stock Exchange Composite Transactions list, as
subsequently reported in The Wall Street Journal.
(l) "option" means a right awarded to a participant pursuant
to the Plan to purchase a designated number of shares of Class A
Stock at a stated price for a stated period of time. To the extent
that right is exercisable as to shares pursuant to Section 8, the
participant may exercise that right according to Section 10 as to
all such shares at any time or as to a portion of such shares from
time to time. Options are not intended to qualify as incentive
stock options under Code Section 422.
(m) "option form" means a letter from the Board Committee
(or from the Administrative Committee or an Administrative
Committee member acting on behalf of the Board Committee or the
Administrative Committee), to a Non-Employee Director, indicating
that the Non-Employee Director has been awarded an option, the
number of shares subject to the option, the option price and the
terms of exercisability of the option, and containing other
information consistent with the Plan.
(n) "participant" means an Eligible Director who has been
awarded an option.
(o) "Plan" means the plan set forth in this 1996 Director
Stock Option Plan, as it may be amended from time to time.
(p) "subsidiary" means any corporation fifty percent or more
of the voting stock of which is owned, directly or indirectly, by
the Company.
(q) "trading date" for Class A Stock or Common Stock means a
date for which a sale of such Stock on the American Stock Exchange
Composite Transactions list is subsequently reported in The Wall
Street Journal.
3. Administration of Plan.
(a) The Plan shall be administered by the Compensation
Committee or, if the Board of Directors so determines, by another
committee consisting of not less than two (2) members of the Board
of Directors. A majority of the Board Committee shall constitute a
9
quorum and the acts of a majority of the members present at any
meeting at which a quorum is present, or actions approved in
writing by all members of the Board Committee, shall constitute the
acts of the Board Committee.
(b) The Board Committee shall not have authority or
discretion to determine (1) the Non-Employee Directors to be
granted options, (2) the times at which options shall be granted,
(3) the number of shares subject to any option, (4) the option
price of any option, (5) the period during which any option shall
become exercisable or (6) any other option term set forth in (as
opposed to the form of and/or other information contained in) any
option form. All such matters are fixed and determinable according
to the provisions of the Plan applicable thereto.
(c) The Board Committee shall have full authority and
discretion to adopt rules and regulations and prescribe or approve
the forms to carry out the purposes and provisions of the Plan.
The Board Committee's interpretation and construction of any
provision of the Plan or any option shall be binding and
conclusive, unless otherwise determined by the Board of Directors.
4. Appointment of Administrative Committee.
(a) The Board Committee may appoint a committee of
management employees to:
(1) construe the Plan and make equitable adjustments
for any mistakes, omissions or errors made in the
administration of the Plan;
(2) adopt such rules and regulations as may be deemed
reasonably necessary for the proper and efficient
administration of the Plan consistent with its purposes;
(3) enforce the Plan in accordance with its terms and
with the rules and regulations adopted for the Plan; and
(4) do all other acts which in the Administrative
Committee's reasonable judgment are necessary or desirable for
the proper and advantageous administration of the Plan
consistent with the Plan's purposes.
(b) The Administrative Committee shall not have authority or
discretion over matters delineated in Section 3(b).
5. Shares Subject to Plan. Subject to adjustment as provided
in Section 13, the aggregate number or shares subject to options awarded
under the Plan shall not exceed 30,000 shares of Class A Stock, which may
be treasury shares reacquired by the Company or authorized and unissued
shares, or a combination of both.
6. Size and Frequency of Option Awards. In each of the years
1996 through 1999, inclusive, on the third trading date for Class A Stock
10
following the date of the Company's annual meeting of stockholders, each
Non-Employee Director who is then an Eligible Director and who has not
theretofore been awarded an option shall be awarded an option to purchase
the number of shares of Class A Stock set forth opposite the year below
(subject to adjustment as provided in Section 13):
Year Number
_______________________________
1996 ................... 4,000
1997 ................... 3,000
1998 ................... 2,000
1999 ................... 1,000
7. Option Price. The option price per share under each option
shall be 100% of the Market Value of Class A Stock on its Award Date, but
in no event shall the option price be less than the par value per share.
8. Exercisability of Options. Subject to the restrictions
which follow in this Section 8, each option will be exercisable
immediately upon award as to 1,000 shares (subject to adjustment as
provided in Section 13), and on each anniversary of the date of award,
provided the holder is then a member of the Board of Directors and not an
employee of the Company or any of its subsidiaries, will become
exercisable as to an additional 1,000 shares (subject to adjustment as
provided in Section 13) until such option shall have become exercisable
in full. No option may be exercised during the first six months after it
is awarded, except that this limitation shall not apply in the event of
death or disability of the participant prior to the expiration of such
six month period. In addition, an option may be exercised by a
participant only during a period beginning on the third business day
following the date of release of the Company's quarterly or annual
summary statement of sales and earnings and ending on the twelfth
business day following such date.
9. Term of Option. Subject to the next sentence, each
option, to the extent such option has become exercisable, shall be
exercisable for ten years from its Award Date, after which the
unexercised portion thereof shall expire. In the event of termination of
service of a participant as a member of the Board of Directors for any
reason (including without limitation expiration of term without re-
election, resignation, retirement, total disability or death), each
option previously granted to the participant shall cease to be
exercisable on the fifth anniversary of the date of termination or, if
earlier, on the tenth anniversary of the Award Date of such option.
Subject to the foregoing, upon the death of a participant, options held
by the participant at death may, to the extent then exercisable, be
exercised by the legal representative of the deceased participant's
estate.
10. Exercise of Options. Shares shall be issued to a participant
pursuant to the exercise of an option only upon receipt by the Company
from the participant of written notice of exercise, specifying the number
of shares with respect to which the option is being exercised,
11
accompanied by payment in full, either in cash, by a single exchange of
shares of Class A Stock already owned by the participant, by a single
exchange of shares of Common Stock already owned by the participant, or a
combination thereof, in an amount or having a combined value equal to the
aggregate option price for the shares subject to the option or portion
thereof being exercised. The value of the already owned shares of Class
A Stock or Common Stock exchanged in full or partial payment for the
shares purchased upon the exercise of an option shall be equal to the
aggregate Market Value of such shares on the date of the exercise of such
option. If on the date of the exercise of the option the participant is
a member of the Board of Directors and the sale of the shares with
respect to which the option is being exercised could subject the
participant to suit under Section 16(b) of the Exchange Act, the
participant's written notice of exercise must also be accompanied by such
elections and related undertakings pursuant to Section 83(b) of the Code
as the Board Committee may prescribe.
11. Nontransferability of Options. No option shall be
transferable except by will or the laws of descent and distribution.
Each option shall be exercisable during the participant's lifetime only
by the participant or the participant's legal representative.
12. Nonalienation of Benefits. No right or benefit under the Plan
shall be subject to anticipation, alienation, sale, assignment, pledge,
encumbrance or charge and any attempt to anticipate, alienate, sell,
assign, pledge, encumber or charge the same shall be void. No right or
benefit under the Plan shall in any manner be liable for or subject to
the debts, contracts, liabilities or torts of the person entitled to such
benefits except such claims as may be made by the Company or any
subsidiary. If any participant or beneficiary hereunder should become
bankrupt or attempt to anticipate, alienate, sell, assign, pledge,
encumber of charge any right or benefit under the Plan, such right or
benefit shall, in the sole discretion of the Board Committee (or of the
Administrative Committee acting on behalf of the Board Committee), cease,
and in such event the Company shall hold or apply the same or any part
thereof for the benefit of such participant or beneficiary, such person's
spouse, children or their dependents, or any of them, in such manner and
in such proportion as the Committee in its sole discretion shall
determine.
13. Adjustment in Number of Shares and Option Price. In the
event of any reorganization, recapitalization, reclassification, merger,
consolidation, or sale of all or substantially all of the Company's
assets followed by liquidation, which is effected in such a way that
holders of Class A Stock are entitled to receive securities or other
assets with respect to or in exchange for Class A Stock (an "Organic
Change"), the Board Committee shall make appropriate changes to insure
that each outstanding option thereafter represents the right to purchase,
in lieu of or in addition to the shares of Class A Stock immediately
theretofore purchasable upon exercise, such securities or assets as may
be issued or payable in the Organic Change with respect to or in exchange
for an equivalent number of shares of Class A Stock; and in the event of
any stock dividend, stock split or combination of shares, the Board of
Directors shall make appropriate changes in the number of shares
12
authorized by the Plan to be delivered thereafter, the number of shares
to be subject to each option thereafter awarded and the number of shares
as to which each such option is initially exercisable or subsequently
annually becomes exercisable, and the Board Committee shall make
appropriate changes in the number of shares covered by and option price
under each outstanding option, and the number of shares as to which each
outstanding option is then exercisable or thereafter annually becomes
exercisable, in order to prevent the dilution or enlargement of option
rights. However, no right to purchase a fraction of a share shall be
created; and if, as a result of any such change, a fractional share would
result or the right to purchase the same would result, the number of
shares in question shall be decreased to the next lower whole number of
shares. Any such adjustment made by the Board of Directors or the Board
Committee shall be binding and conclusive upon all participants, the
Company and all other interested persons.
14. Tax Withholding. The Board Committee (or the Administrative
Committee acting on behalf of the Board Committee) shall have the power
to withhold, or to require a participant to remit to the Company, an
amount sufficient to satisfy any withholding or other tax due with
respect to the participant's exercise of an option.
15. Amendment. The Board of Directors may amend the Plan at any
time; provided that provisions of the Plan of the kind described in
Rule 16b-3(c)(2)(ii)(A) promulgated under the Exchange Act may not be
amended more than once every six months, other than to comport with
changes in the Code, the Employee Retirement Income Security Act, or the
rules thereunder.
16. Discontinuance. The Board of Directors may terminate the
Plan at any time; provided, however, that any such termination shall not
adversely affect any outstanding option without the consent of the
participant who holds it.
17. Effective Date of Plan. The effective date of the Plan
shall be March 14, 1996, the date of its adoption by the Board of
Directors; provided, however, that, notwithstanding Section 6, no option
shall be awarded under the Plan unless the Plan is approved at the
Company's 1996 Annual Meeting of Stockholders by a vote sufficient to
satisfy the requirements of the General Corporation Law of the State of
Delaware, the American Stock Exchange and Rule 16b-3(a) promulgated under
the Exchange Act.
13
Exhibit 5
[Letterhead of Kirkland & Ellis]
September 25, 1996
Pittway Corporation
200 South Wacker Drive
Suite 700
Chicago, Illinois 60606-5802
Re: Pittway Corporation
Registration Statement on Form S-8
Gentlemen:
We have acted as special counsel to Pittway Corporation,
a Delaware corporation (the "Company"), in connection with the
registration by the Company under the Securities Act of 1933 on the
Form S-8 Registration Statement to which this opinion is Exhibit 5
(the "Registration Statement") of up to 30,000 shares of the
Company's Class A Stock of the par value of $1.00 per share (the
"Class A Stock"), and up to 30,000 shares of the Company's Common
Stock of the par value of $1.00 per share (the "Common Stock"),
issuable by the Company pursuant to the Pittway Corporation 1996
Director Stock Option Plan (the "Plan").
In rendering the opinion contained in this letter, we
have assumed without investigation that the information supplied to
us by the Company is accurate and complete.
Based upon and subject to the foregoing, it is our
opinion that each share of Class A Stock and Common Stock
registered by means of the Registration Statement, when issued
pursuant to the Plan, will be legally issued and, provided the
consideration received by the Company for such share equals or
exceeds its par value, fully paid and non-assessable.
We hereby consent to the filing of this opinion as
Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Kirkland & Ellis
KIRKLAND & ELLIS
14
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 21, 1996, which
appears on page 43 of the 1995 Annual Report to Stockholders of Pittway
Corporation, which is incorporated by reference in Pittway Corporation's
Annual Report on Form 10-K for the year ended December 31, 1995. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 16 of such Annual Report on
Form 10-K.
/s/ Price Waterhouse LLP
Chicago, Illinois
September 20, 1996
15
