<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
COMMISSION FILE NUMBER 1-4821
PITTWAY CORPORATION
BLUE CHIP PROFIT SHARING AND SAVINGS PLAN
(Full title of the Plan)
PITTWAY CORPORATION
(Name of Issuer of the Securities Held Pursuant to the Plan)
200 S. Wacker Drive, Suite 700
Chicago, Illinois 60606-5802
(Address of Issuer's Principal Executive Office)
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REQUIRED INFORMATION
Page
(a) Financial Statements - financial statements 3-16
required to be filed are listed in the
Index to Financial Statements attached hereto,
which is incorporated herein by reference.
(b) Exhibit:
Number Description
23 Consent of Independent Accountants 18
2
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PITTWAY CORPORATION
BLUE CHIP PROFIT SHARING
AND SAVINGS PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1995 and 1994
3
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PITTWAY CORPORATION
BLUE CHIP PROFIT SHARING AND SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
Title Page
Report of independent accountants 5
Financial statements:
Statement of Net Assets Available for Benefits
(with Fund Information) at December 31, 1995 6
Statement of Net Assets Available for Benefits
(with Fund Information) at December 31, 1994 7
Statement of Changes in Net Assets Available
for Benefits (with Fund Information) for the year
ended December 31, 1995 8
Statements of Changes in Net Assets Available
for Benefits (with Fund Information) for the year
ended December 31, 1994 9
Notes to financial statements 10-14
Supplemental schedules:
Item 27a - Schedule of Assets held for Investment
Purposes at December 31, 1995 15
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1995 16
Note: All other schedules of additional financial
information required by section 2520.103-10
of Department of Labor Rules and Regulations
for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 (ERISA)
have been omitted because they are not applicable.
4
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and the
Administrative Committee of the
Pittway Corporation Blue Chip
Profit Sharing and Savings Plan
In our opinion, the accompanying statements of net assets
available for benefits, and the related statements of changes in
net assets available for benefits present fairly, in all material
respects, the net assets available for benefits of the Pittway
Corporation Blue Chip Profit Sharing and Savings Plan at December
31, 1995 and 1994, and the changes in the net assets available
for benefits for the years then ended, in conformity with
generally accepted accounting principles. These financial
statements are the responsibility of the Plan's Administrative
Committee; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted
auditing standards which 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, assessing the accounting
principles used and significant estimates made by the Plan's
Administrative Committee, and evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
additional information included in the supplemental schedules is
presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional
information required by ERISA. The Fund Information in the
statements of net assets available for benefits and the
statements of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to
present the net assets available for benefits and the changes in
net assets available for benefits of each fund. The supplemental
schedules and Fund Information have been subjected to the
auditing procedures applied in the audits 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/ Price Waterhouse LLP
Chicago, Illinois
June 21, 1996
5
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PITTWAY CORPORATION
BLUE CHIP PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION)
AT DECEMBER 31, 1995
<CAPTION>
Fidelity Fidelity Fidelity
AptarGroup Pittway Fidelity Growth & Money Managed
Stock Stock Magellan Income Market Income Participant
Fund Fund Fund Fund Fund Fund Loans Total
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments $2,345,262 $18,079,480 $29,293,740 $11,234,402 $17,596,508 $3,427,981 - $81,977,373
Participant loans - - - - - - $1,649,742 1,649,742
Dividends and interest
receivable - 33,804 - - - - - 33,804
Contributions receivable:
From participating employees - 2,689 5,961 2,910 3,256 912 - 15,728
From employer - 880 1,907 865 1,128 278 - 5,058
Net assets available
for benefits $2,345,262 $18,116,853 $29,301,608 $11,238,177 $17,600,892 $3,429,171 $1,649,742 $83,681,705
The accompanying notes are an integral part of this statement.
6
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<TABLE>
PITTWAY CORPORATION
BLUE CHIP PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION)
AT DECEMBER 31, 1994
<CAPTION>
Fidelity Fidelity Fidelity
AptarGroup Pittway Fidelity Growth & Money Managed
Stock Stock Magellan Income Market Income Participant
Fund Fund Fund Fund Fund Fund Loans Total
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments $2,248,484 $9,665,865 $20,793,217 $5,922,393 $14,758,061 $2,474,352 - $55,862,372
Participant loans - - - - - - $1,228,651 1,228,651
Dividends and interest
receivable - 28,631 - - - - - 28,631
Contributions receivable:
From participating employees - 49,067 115,309 46,349 70,172 17,925 - 298,822
From employer - 19,499 45,887 18,490 27,896 7,215 - 118,987
Net assets available
for benefits $2,248,484 $9,763,062 $20,954,413 $5,987,232 $14,856,129 $2,499,492 $1,228,651 $57,537,463
The accompanying notes are an integral part of this statement.
7
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<TABLE>
PITTWAY CORPORATION
BLUE CHIP PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION)
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
Fidelity Fidelity Fidelity
AptarGroup Pittway Fidelity Growth & Money Managed
Stock Stock Magellan Income Market Income Participant
Fund Fund Fund Fund Fund Fund Loans Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Contributions:
From participating employees - $1,319,096 $ 2,931,575 $ 1,385,637 $ 1,773,819 $ 589,206 - $ 7,999,333
From employer - 427,273 918,205 398,248 584,843 122,219 - 2,450,788
- 1,746,369 3,849,780 1,783,885 2,358,662 711,425 - 10,450,121
Income from investments:
Dividends and interest $ 23,473 133,637 1,674,556 485,173 888,970 176,053 $ 109,105 3,490,967
Net appreciation in market
value of investments 544,503 7,430,981 5,958,431 1,951,545 - - - 15,885,460
Benefits paid to participants (134,407) (473,842) (1,324,554) (339,111) (966,202) (425,310) (18,880) (3,682,306)
Transfers between funds, net (336,791) (483,354) (1,811,018) 1,369,453 463,333 467,511 330,866 -
Net increase in net assets
available for benefits for
the period 96,778 8,353,791 8,347,195 5,250,945 2,744,763 929,679 421,091 26,144,242
Net Assets available for
benefits, beginning of
the period 2,248,484 9,763,062 20,954,413 5,987,232 14,856,129 2,499,492 1,228,651 57,537,463
Net assets available for
benefits, end of the
period $2,345,262 $18,116,853 $29,301,608 $11,238,177 $17,600,892 $3,429,171 $1,649,742 $83,681,705
The accompanying notes are an integral part of this statement.
8
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<TABLE>
PITTWAY CORPORATION
BLUE CHIP PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION)
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
Fidelity Fidelity Fidelity
AptarGroup Pittway Fidelity Growth & Money Managed
Stock Stock Magellan Income Market Income Participant
Fund Fund Fund Fund Fund Fund Loans Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Contributions:
From participating employees - $ 774,437 $ 2,696,030 $1,028,923 $ 1,679,601 $ 326,680 - $ 6,505,671
From employer - 246,557 721,082 264,082 500,036 97,843 - 1,829,600
- 1,020,994 3,417,112 1,293,005 2,179,637 424,523 - 8,335,271
Income from investments:
Dividends and interest $ 21,210 99,294 793,778 404,580 565,457 112,735 $ 51,575 2,048,629
Net appreciation
(depreciation) in market
value of investments 704,232 1,567,953 (1,190,658) (289,702) - - - 791,825
Benefits paid to participants (55,344) (147,977) (766,649) (239,775) (1,073,722) (50,393) (25,326) (2,359,186)
Transfers between funds, net (663,978) 2,226,688 (901,360) 94,628 (1,929,870) 801,803 372,089 -
Net increase (decrease) in
net assets available for
benefits for the period 6,120 4,766,952 1,352,223 1,262,736 (258,498) 1,288,668 398,338 8,816,539
Net assets available for
benefits, beginning of
the period 2,242,364 4,996,110 19,602,190 4,724,496 15,114,627 1,210,824 830,313 48,720,924
Net assets available for
benefits, end of
the period $2,248,484 $9,763,062 $20,954,413 $5,987,232 $14,856,129 $2,499,492 $1,228,651 $57,537,463
The accompanying notes are an integral part of this statement.
9
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PITTWAY CORPORATION
BLUE CHIP PROFIT SHARING AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN:
The Pittway Corporation Blue Chip Profit Sharing and Savings Plan (the
"Plan") covers eligible full-time employees of Pittway Corporation and
certain of its subsidiaries (the "Company" or the "Employer"). The Plan is
administered by a committee appointed by the Company.
An employee becomes eligible to participate on the first day of each
calendar quarter after the completion of one year of service.
Participation is elected by authorizing employee earnings contributions to
the plan. Contributions could be of not less than 1 percent and not more
than 15 percent of earnings (subject to Internal Revenue Service
limitations). Participants' earnings are generally defined as total
compensation for services rendered to a participating Employer.
Participants may elect to suspend their contributions at any time.
Eligible employees will not share in any Employer contributions for any
period in which they voluntarily suspend their contributions or do not
participate in the Plan. Active participation can be elected again on the
next regular enrollment date.
The amount of Employer contributions is determined annually for each
separate participating Employer. Such contributions are computed as a
matching percentage of each participant's contribution within specified
limits.
The investment funds available to participants are the Pittway Stock Fund,
Fidelity Magellan Fund, Fidelity Money Market Fund, the Fidelity Growth and
Income Fund and the Fidelity Managed Income Fund. In April 1993, the
AptarGroup Stock Fund was established when the Company spun off its
Seaquist Group into a separate company called AptarGroup, Inc. and
distributed one share of AptarGroup, Inc. common stock for each share of
Pittway Class A Stock held. Any dividends paid on the AptarGroup Stock
Fund are transferred and reinvested in the Pittway Stock Fund.
A participant may elect to transfer certain portions of his or her account
in the Plan from one fund to another up to twelve times per year subject to
certain restrictions.
Each participant is fully vested in his or her contributions at all times.
Vesting of the Employer contribution occurs at the rate of 20 percent per
10
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year on a cumulative basis for each year of service with a participating
Employer. Forfeitures of nonvested amounts occur when a participant
terminates employment for any reason other than retirement after age 65,
death, or disability. Upon withdrawal from the Plan, the participant will
receive the amount of his or her contributions plus the vested portion of
his or her Employer contributions. Forfeited amounts are used to reduce
future contributions of the Employer.
Fidelity Management Trust Company is the trustee of the plan investments in
the Fidelity Magellan Fund, Fidelity Growth & Income Fund, Fidelity Money
Market Fund and Fidelity Managed Income Fund. CTC Illinois Trust Company,
a subsidiary of The Bank of New York Company, Inc., is the trustee of the
plan investments in the AptarGroup Stock Fund and the Pittway Stock Fund.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of accounting
The financial statements of the Plan have been prepared on the accrual
basis of accounting. Certain prior year amounts in the statement of
changes in net assets available for benefits have been reclassified to
conform to the current year classification.
Investments
The AptarGroup Stock Fund and Pittway Stock Fund invest in shares of
AptarGroup, Inc. common stock and Pittway Corporation Class A stock,
respectively. The Fidelity Magellan Fund is an open end mutual fund that
invests in the stocks of both well-known and lesser-known foreign and
domestic companies. The Fidelity Growth and Income Fund is an open end
mutual fund that invests in common stocks, securities convertible into
common stocks, preferred stocks and fixed-income securities. The Fidelity
Money Market Fund is an open end mutual fund that invests in obligations
issued or guaranteed as to principal and interest by the U.S. Government.
The Fidelity Managed Income Fund is a pooled investment fund that invests
in high-quality, short and long term investment contracts, bank investment
contracts, short-term money market instruments and debt obligations issued
by one institution and insured by another as to the payment of principal at
maturity.
Investments in the AptarGroup Stock Fund and Pittway Stock Fund are valued
at quoted market prices. Investments in the Fidelity Magellan Fund and
Fidelity Growth and Income Fund are valued at quoted market prices which
represent the net asset value of shares held by the Plan at year-end.
Investments in the Fidelity Money Market Fund and Fidelity Managed Income
Fund are stated at fair value as determined by the trustee. Participant
loans are valued at cost which approximates market value.
11
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Purchases and sales of securities, including related gains and losses, are
recorded as of the trade date.
Interest income is recorded when earned. Dividend income is recorded on
the ex-dividend date.
The cost of securities sold is determined on an average cost basis. In
accordance with regulatory requirements for the Plan's Form 5500, the cost
of securities sold is determined based on the fund price at the beginning
of the plan year. This treatment results in a difference in realized and
unrealized appreciation or depreciation between the Plan's Form 5500 and
the financial statements.
Participant loans
The Plan provides that a participant may, for reasons of financial
hardship, borrow from the Plan an amount of at least $1000 and not to
exceed 50 percent of the participant's vested account balance. Each
participant loan is evidenced by a note and is considered an investment of
that participant's account. Accordingly, principal and interest payments
are credited to the respective participant's account. Each participant
note carries an interest rate equal to the prime rate plus one percent on
the date of the loan, and repayment occurs through payroll withholding over
a period not to exceed 54 months.
Loan proceeds are withdrawn from the participant's account on a defined
source and fund hierarchy. Loan repayments are applied to funds based on
the most recent fund election percentage designated by the participant.
This activity is reflected within net transfers between funds. All loan
fees are paid by participants and netted against loan interest income.
Contributions
Employer and employee contributions are invested monthly directly in
appropriate funds based on the most recent fund election percentage
designated by the participant.
Benefit payment obligations
Benefit payment obligations to terminated employees at year-end are not
presented as a liability in the Statements of Net Assets Available for
Benefits or as benefit payments in the Statements of Changes in Net Assets
Available for Benefits with Fund Information. This treatment results in a
difference between the Plan's Form 5500 and the financial statements. The
following is a reconciliation of net assets available for benefits per the
financial statements and the Form 5500:
12
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December 31,
1995 1994
Net assets available for benefits per the
financial statements $83,681,705 $57,537,463
Amounts allocated to withdrawing
participants (430,996) (697,164)
Net assets available for benefits
per Form 5500 $83,250,709 $56,840,299
Trustee and administrative expenses
Expenses incurred in the administration of the Plan are paid by the
Company.
NOTE 3 - PARTY-IN-INTEREST TRANSACTIONS:
Party-in-interest transactions consisted of loans made to participants and
investments in the Pittway Stock Fund and AptarGroup Stock Fund. Stock in
the Pittway Stock Fund is acquired on the open market at fair market value
on the date purchased.
Party-in-interest transactions also consist of the investments in the
Fidelity Funds as Fidelity is the trustee of the plan.
NOTE 4 - FEDERAL INCOME TAX STATUS:
The Company has received a favorable determination from the Internal
Revenue Service by letter dated May 22, 1995, that the Plan, as amended, is
designed in accordance with section 401(a) of the Internal Revenue Code
(IRC). The Trust has been determined to be exempt from taxation under
Section 501(a). The Plan administrator believes that the Plan is designed
and is currently being operated in compliance with the applicable
requirements of the IRC.
NOTE 5 - AMENDMENT AND TERMINATION OF PLAN:
The Plan may be amended at any time by the Company. However, no amendment
may adversely affect the current rights of the participants in the Plan
with respect to contributions made prior to the date of the amendment.
Employer contributions may be discontinued and the Company may terminate
the Plan at any time.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA) applicable to defined contribution plans.
Since the Plan provides for an individual account for each participant and
13
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for benefits based solely on the amount contributed to the participant's
account and any income, expenses, gains and losses attributed thereto, its
benefits are not insured by the Pension Benefit Guaranty Corporation
pursuant to Title IV of ERISA.
NOTE 6 - INVESTMENTS:
The cost and market value of investments at December 31, 1995 and 1994 were
as follows:
Market Number
1995 Cost Value of Shares
AptarGroup, Inc. Common Stock $ 824,268 $ 2,345,262 62,749
Pittway Corp. Class A Stock 7,901,584 18,079,480 266,856
Fidelity Magellan Fund 24,506,821 29,293,740 340,704
Fidelity Growth & Income Fund 9,490,752 11,234,402 415,320
Fidelity Money Market Fund 17,596,509 17,596,508 17,596,509
Fidelity Managed Income Portfolio 3,427,981 3,427,981 3,427,981
$63,747,915 $81,977,373
1994
AptarGroup, Inc. Common Stock $ 1,035,435 $ 2,248,484 78,208
Pittway Corp. Class A Stock 5,745,372 9,665,865 240,146
Fidelity Magellan Fund 21,270,462 20,793,217 311,276
Fidelity Growth & Income Fund 6,011,988 5,922,393 280,815
Fidelity Money Market Fund 14,758,061 14,758,061 14,758,061
Fidelity Managed Income Portfolio 2,474,352 2,474,352 2,474,352
$51,295,670 $55,862,372
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PITTWAY CORPORATION
BLUE CHIP PROFIT SHARING AND SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1995
<CAPTION>
Par Value/ Interest
Security Description Share Cost Market Value Rate
<S> <C> <C> <C> <C>
AptarGroup, Inc. Common Stock * 62,749 $ 824,268 $ 2,345,262
Pittway Corp. Class A Stock * 266,856 7,901,584 18,079,480
Fidelity Magellan Fund * 340,704 24,506,821 29,293,740
Fidelity Growth & Income Fund * 415,320 9,490,752 11,234,402
Fidelity Money Market Fund * 17,596,509 17,596,509 17,596,508
Fidelity Managed Income Portfolio * 3,427,981 3,427,981 3,427,981
Participant Loans * - 1,649,742 1,649,742 7.0% - 11.0%
Total Assets Held for Investment $65,397,657 $83,627,115
* Party-in-interest.
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PITTWAY CORPORATION
BLUE CHIP PROFIT SHARING AND SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
AGGREGATED 5% SECURITY TRANSACTIONS BY ISSUE
<CAPTION>
Number of Purchase Selling Cost of Market Value Net Gain
Security Description Transactions Price Price Asset of Asset or (Loss)
<S> <C> <C> <C> <C> <C> <C>
Pittway Corp. Class A Stock: *
Acquisitions 110 $4,248,340 $4,248,340 $4,248,340
Dispositions 46 $3,265,712 $2,092,127 $3,265,712 $1,173,585
Fidelity Magellan Fund: *
Acquisitions 200 $7,930,148 $7,930,148 $7,930,148
Dispositions 116 $5,388,054 $4,693,788 $5,388,054 $ 694,266
Fidelity Growth & Income Fund: *
Acquisitions 179 $4,947,974 $4,947,974 $4,947,974
Dispositions 85 $1,587,510 $1,469,210 $1,587,510 $ 118,300
Fidelity Money Market Fund: *
Acquisitions 164 $6,557,335 $6,557,335 $6,557,335
Dispositions 139 $3,718,887 $3,718,887 $3,718,887 -
Fidelity Managed Income Portfolio: *
Acquisitions 143 $2,629,860 $2,629,860 $2,629,860
Dispositions 82 $1,676,231 $1,676,231 $1,676,231 -
* Party-in-interest.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
PITTWAY CORPORATION BLUE CHIP
PROFIT SHARING AND SAVINGS PLAN
BY: /s/ Paul R. Gauvreau
Paul R. Gauvreau
Member of Plan Administrative Committee
Date: June 27, 1996
17
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EXHIBIT 23
PITTWAY CORPORATION
DECEMBER 31, 1995
FORM 11-K
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-35168) of Pittway Corporation of our report
dated June 21, 1996 appearing on page 5 of this Form 11-K.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Chicago, Illinois
June 27, 1996
18
