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, 1997
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)
<PAGE>
REQUIRED INFORMATION
Page
(a) Financial Statements - financial statements 3-17
required to be filed are listed in the
Index to Financial Statements attached hereto,
which is incorporated herein by reference.
(b) Signatures 18
(c) Exhibit:
Number Description
23 Consent of Independent Accountants 19
2
<PAGE>
PITTWAY CORPORATION
BLUE CHIP PROFIT SHARING
AND SAVINGS PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1997 and 1996
3
<PAGE>
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, 1997 6
Statement of Net Assets Available for Benefits
(with Fund Information) at December 31, 1996 7
Statement of Changes in Net Assets Available
for Benefits (with Fund Information) for the year
ended December 31, 1997 8
Statements of Changes in Net Assets Available
for Benefits (with Fund Information) for the year
ended December 31, 1996 9
Notes to Financial Statements 10-15
Supplemental schedules:
Item 27a - Schedule of Assets held for Investment
Purposes at December 31, 1997 16
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1997 17
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
<PAGE>
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, 1997 and 1996, 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 management, 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 12, 1998
5
<PAGE>
<TABLE>
PITTWAY CORPORATION
BLUE CHIP PROFIT SHARING AND SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION)
AT DECEMBER 31, 1997
<CAPTION>
Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity
Diversified Fidelity Growth & Market Emerging Money Managed
International Magellan Income Index Growth Market Income
Fund Fund Fund Fund Fund Fund Fund
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
Investments $1,990,946 $33,580,413 $25,433,574 $2,289,081 $2,671,536 $17,464,277 $3,817,319
Participant loans - - - - - - -
Dividends receivable - - - - - - -
Contributions receivable:
From participating employees 1,020 9,920 8,346 1,366 1,783 5,311 1,624
From employer 340 3,637 2,895 486 584 1,601 568
Net assets available
for benefits $1,992,306 $33,593,970 $25,444,815 $2,290,933 $2,673,903 $17,471,189 $3,819,511
<CAPTION>
AptarGroup Pittway
Stock Stock Participant
Fund Fund Loans Total
ASSETS
<S> <C> <C> <C> <C>
Investments $2,984,156 $37,734,016 - $127,965,318
Participant loans - - $3,603,723 3,603,723
Dividends receivable - 49,863 - 49,863
Contributions receivable:
From participating employees - 8,566 - 37,936
From employer - 3,158 - 13,269
Net assets available
for benefits $2,984,156 $37,795,603 $3,603,723 $131,670,109
The accompanying notes are an integral part of this statement.
6
</TABLE>
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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, 1996
Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity
Diversified Fidelity Growth & Market Emerging Money Managed
International Magellan Income Index Growth Market Income
Fund Fund Fund Fund Fund Fund Fund
ASSETS
Investments $1,082,637 $26,893,927 $17,708,679 $596,169 $1,361,302 $16,365,830 $3,710,371
Participant loans - - - - - - -
Dividends and interest
receivable - - - - - - -
Contributions receivable:
From participating employees 869 15,808 11,788 598 1,575 9,778 2,444
From employer 294 6,298 4,241 252 546 3,863 945
Net assets available
for benefits $1,083,800 $26,916,033 $17,724,708 $597,019 $1,363,423 $16,379,471 $3,713,760
<CAPTION>
AptarGroup Pittway
Stock Stock Participant
Fund Fund Loans Total
ASSETS
<S> <C> <C> <C> <C>
Investments $1,973,496 $27,429,823 - $97,122,234
Participant loans - - $2,297,273 2,297,273
Dividends and interest
receivable - 44,587 - 44,587
Contributions receivable:
From participating employees - 11,462 - 54,322
From employer - 4,555 - 20,994
Net assets available
for benefits $1,973,496 $27,490,427 $2,297,273 $99,539,410
The accompanying notes are an integral part of this statement.
7
</TABLE>
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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, 1997
<CAPTION>
Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity
Diversified Fidelity Growth & Market Emerging Money Managed
International Magellan Income Index Growth Market Income
Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Contributions:
From participating employees $ 328,620 $ 2,594,655 $ 2,408,080 $ 339,914 $ 534,411 $ 1,516,042 $ 452,397
From employer 82,107 881,982 710,632 86,389 126,039 529,659 143,521
410,727 3,476,637 3,118,712 426,303 660,450 2,045,701 595,918
Income from investments:
Dividends and interest 71,443 2,145,907 1,145,327 60,292 524,335 886,325 227,318
Net appreciation
(depreciation) in market
value of investments 160,196 4,874,044 4,619,774 318,609 (186,466) - -
Benefits paid to participants (138,373) (1,424,742) (1,174,685) (124,716) (20,527) (1,488,160) (315,703)
Transfers between funds, net 404,513 (2,393,909) 10,979 1,013,426 332,688 (352,148) (401,782)
Net increase in net assets
available for benefits for
the period 908,506 6,677,937 7,720,107 1,693,914 1,310,480 1,091,718 105,751
Net assets available for
benefits, beginning of
the period 1,083,800 26,916,033 17,724,708 597,019 1,363,423 16,379,471 3,713,760
Net assets available for
benefits, end of the
period $1,992,306 $33,593,970 $25,444,815 $2,290,933 $2,673,903 $17,471,189 $3,819,511
<CAPTION>
AptarGroup Pittway
Stock Stock Participant
Fund Fund Loans Total
<S> <C> <C> <C> <C>
Contributions:
From participating employees - $ 2,451,886 - $10,626,005
From employer - 786,292 - 3,346,621
- 3,238,178 - 13,972,626
Income from investments:
Dividends and interest $ 16,483 175,870 $ 210,330 5,463,630
Net appreciation
(depreciation) in market
value of investments 1,117,088 8,369,782 - 19,273,027
Benefits paid to participants (75,537) (1,679,782) (136,359) (6,578,584)
Transfers between funds, net (47,374) 201,128 1,232,479 -
Net increase in net assets
available for benefits for
the period 1,010,660 10,305,176 1,306,450 32,130,699
Net assets available for
benefits, beginning of
the period 1,973,496 27,490,427 2,297,273 99,539,410
Net assets available for
benefits, end of the
period $2,984,156 $37,795,603 $3,603,723 $131,670,109
The accompanying notes are an integral part of this statement.
8
</TABLE>
<PAGE>
<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, 1996
<CAPTION>
Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity
Diversified Fidelity Growth & Market Emerging Money Managed
International Magellan Income Index Growth Market Income
Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Contributions:
From participating employees $ 92,662 $ 2,844,554 $ 1,858,389 $ 43,903 $ 140,543 $ 1,728,443 $ 441,999
From employer 15,867 902,747 545,191 14,705 31,357 513,437 129,705
108,529 3,747,301 2,403,580 58,608 171,900 2,241,880 571,704
Income from investments:
Dividends and interest 35,160 4,497,428 829,886 6,534 16,366 838,735 176,506
Net appreciation
(depreciation) in market
value of investments 38,515 (1,541,004) 1,845,079 42,414 34,713 - -
Benefits paid to participants (1,478) (1,758,211) (1,347,635) (11,237) (151) (2,161,224) (390,193)
Transfers between funds, net 903,074 (7,331,089) 2,755,621 500,700 1,140,595 (2,140,812) (73,428)
Net increase (decrease) in
net assets available for
benefits for the period 1,083,800 (2,385,575) 6,486,531 597,019 1,363,423 (1,221,421) 284,589
Net assets available for
benefits, beginning of
the period - 29,301,608 11,238,177 - - 17,600,892 3,429,171
Net assets available for
benefits, end of the
period $1,083,800 $26,916,033 $17,724,708 $597,019 $1,363,423 $16,379,471 $3,713,760
<CAPTION>
AptarGroup Pittway
Stock Stock Participant
Fund Fund Loans Total
<S> <C> <C> <C> <C>
Contributions:
From participating employees - $ 1,838,674 - $8,989,167
From employer - 604,760 - 2,757,769
- 2,443,434 - 11,746,936
Income from investments:
Dividends and interest $ 16,480 168,450 $ 147,215 6,732,760
Net appreciation
(depreciation) in market
value of investments (130,224) 4,145,382 - 4,434,875
Benefits paid to participants (94,198) (1,148,101) (144,438) (7,056,866)
Transfers between funds, net (163,824) 3,764,409 644,754 -
Net increase (decrease) in
net assets available for
benefits for the period (371,766) 9,373,574 647,531 15,857,705
Net assets available for
benefits, beginning of
the period 2,345,262 18,116,853 1,649,742 83,681,705
Net assets available for
benefits, end of the
period $1,973,496 $27,490,427 $2,297,273 $99,539,410
The accompanying notes are an integral part of this statement.
9
</TABLE>
<PAGE>
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 in the Plan is elected by authorizing contributions of 1 to
15 percent of the employee's pretax 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 addition, three
funds, the Fidelity Market Index Fund, the Fidelity Emerging Growth Fund
and the Fidelity Diversified International Fund, were added in June 1996.
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.
10
<PAGE>
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
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, Fidelity Managed Income Fund, Fidelity Market Index Fund,
Fidelity Emerging Growth Fund and Fidelity Diversified International Fund.
Effective October 1, 1996, The Northern Trust Company became the trustee of
the plan investments in the AptarGroup Stock Fund and the Pittway Stock
Fund. Prior to that date, CTC Illinois Trust Company, a subsidiary of The
Bank of New York Company, Inc., was the trustee of these investments.
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.
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from these estimates.
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 a mutual fund that primarily
invests in the common stocks of broadly diversified foreign and domestic
companies. The Fidelity Growth and Income Fund is a mutual fund that
primarily invests in foreign and domestic stocks. The Fidelity Money
Market Fund is a money market 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
11
<PAGE>
by one institution and insured by another as to the payment of principal at
maturity. The Fidelity Market Index Fund is a mutual fund that invests
primarily in stocks that are included in the Standard & Poor's Index of 500
stocks and in other securities that are based on the value of the index.
The Fidelity Emerging Growth Fund is a mutual fund which invests in stocks
of small and medium-sized developing companies. The Fidelity Diversified
International Fund is a mutual fund which invests primarily in foreign
stocks that are included in the Morgan & Stanley EAFE Index.
Investments in the AptarGroup Stock Fund and Pittway Stock Fund are valued
at quoted market prices. Investments in the Fidelity Magellan Fund,
Fidelity Growth and Income Fund, Fidelity Market Index Fund, Fidelity
Emerging Growth Fund and Fidelity Diversified International 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.
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 currently provides that a participant may, for any reason, borrow
from the Plan an amount of at least $1,000 and not to exceed 50 percent of
the participant's vested account balance. Prior to August 1, 1997, a
participant could only borrow from the Plan for reasons of financial
hardship. 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.
12
<PAGE>
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:
December 31,
1997 1996
Net assets available for benefits per the
financial statements $131,670,109 $99,539,410
Amounts allocated to withdrawing
participants (340,987) (156,418)
Net assets available for benefits
per Form 5500 $131,329,122 $99,382,992
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 consist 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.
13
<PAGE>
NOTE 4 - FEDERAL INCOME TAX STATUS:
The Internal Revenue Service has determined and informed the Company by
letter dated May 22, 1995, that the Plan is designed in accordance with
applicable sections of the Internal Revenue Code (IRC). Furthermore, the
Plan administrator and the Plan's tax counsel believe 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
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, 1997 and 1996 were
as follows:
Market Number
1997 Cost Value of Shares
Fidelity Diversified Int'l Fund $ 1,857,623 $ 1,990,946 123,431
Fidelity Magellan Fund 27,121,715 33,580,413 352,476
Fidelity Growth & Income Fund 18,658,147 25,433,574 667,548
Fidelity Market Index Fund 1,986,249 2,289,081 33,417
Fidelity Emerging Growth Fund 2,901,351 2,671,536 112,486
Fidelity Money Market Fund 17,464,277 17,464,277 17,464,277
Fidelity Managed Income Portfolio 3,817,319 3,817,319 3,817,319
AptarGroup, Inc. Common Stock 692,427 2,984,156 53,769
Pittway Corp. Class A Stock 18,091,747 37,734,016 541,960
$92,590,855 $127,965,318
14
<PAGE>
Market Number
1996 Cost Value of Shares
Fidelity Diversified Int'l Fund $ 1,045,280 $ 1,082,637 73,602
Fidelity Magellan Fund 24,435,903 26,893,927 333,477
Fidelity Growth & Income Fund 14,670,432 17,708,679 576,267
Fidelity Market Index Fund 556,857 596,169 11,160
Fidelity Emerging Growth Fund 1,328,373 1,361,302 54,041
Fidelity Money Market Fund 16,365,830 16,365,830 16,365,830
Fidelity Managed Income Portfolio 3,710,371 3,710,371 3,710,371
AptarGroup, Inc. Common Stock 728,520 1,973,496 55,986
Pittway Corp. Class A Stock 14,189,064 27,429,823 512,707
$77,030,630 $97,122,234
NOTE 7 - SUBSEQUENT EVENT:
In December 1997, Pittway Corporation announced that its Penton Media, Inc.
subsidiary ("Penton") had signed a letter of intent to acquire Donohue
Meehan Publishing Company, contingent on the Company spinning off Penton to
the Company's shareholders in a tax-free distribution. In May 1998, a
favorable ruling was received on the spin-off from the Internal Revenue
Service and a definitive combination agreement was signed. Subject to
certain other conditions, the spin-off is expected to be completed in the
third quarter of 1998. Common stock of Penton will be distributed on a
share for share basis in respect of Pittway class A stock held in the
Pittway Corp. Class A Stock fund. Pittway may in the future require the
disposition of Penton stock held in the Plan. Assets attributable to
employees of Penton's operating units will be transferred from the Plan to
a new plan to be adopted by Penton after the spin-off. Penton's
participants' account balances totaled $50,785,542 at December 31, 1997.
15
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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, 1997
<CAPTION>
Number of Interest
Security Description Shares Cost Market Value Rate
<S> <C> <C> <C> <C>
Fidelity Diversified International Fund * 123,431 $ 1,857,623 $ 1,990,946
Fidelity Magellan Fund * 352,476 27,121,715 33,580,413
Fidelity Growth & Income Fund * 667,548 18,658,147 25,433,574
Fidelity Market Index Fund * 33,417 1,986,249 2,289,081
Fidelity Emerging Growth Fund * 112,486 2,901,351 2,671,536
Fidelity Money Market Fund * 17,464,277 17,464,277 17,464,277
Fidelity Managed Income Portfolio * 3,817,319 3,817,319 3,817,319
AptarGroup, Inc. Common Stock * 53,769 692,427 2,984,156
Pittway Corp. Class A Stock * 541,961 18,091,747 37,734,016
Participant Loans * - 3,603,723 3,603,723 7.0% - 10.0%
Total Assets Held for Investment $96,194,578 $131,569,041
* Party-in-interest.
16
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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, 1997
AGGREGATED 5% SECURITY TRANSACTIONS BY ISSUE
<CAPTION> Current Value
of Asset on
Number of Purchase Selling Cost of Transaction Net Gain
Security Description Transactions Price Price Asset Date or (Loss)
<S> <C> <C> <C> <C> <C> <C>
Fidelity Magellan Fund: *
Acquisitions 223 $7,627,133 $7,627,133 $7,627,133
Dispositions 193 $ 5,690,403 $4,817,033 $5,690,403 $ 873,370
Fidelity Growth & Income Fund: *
Acquisitions 235 $7,939,297 $7,939,297 $7,939,297
Dispositions 181 $ 4,834,175 $3,951,582 $4,834,175 $ 882,593
Fidelity Money Market Fund: *
Acquisitions 191 $6,833,345 $6,833,345 $6,833,345
Dispositions 188 $5,745,722 $5,745,722 $5,745,722 -
Fidelity Managed Income Portfolio: *
Acquisitions 166 $2,703,679 $2,703,679 $2,703,679
Dispositions 146 $2,596,731 $2,596,731 $2,596,731 -
Pittway Corp. Class A Stock: *
Acquisitions 143 $6,885,170 $6,885,170 $6,885,170
Dispositions 100 $4,950,759 $2,982,487 $4,950,759 $1,968,272
* Party-in-interest.
17
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<PAGE>
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 25, 1998
18
<PAGE>
<PAGE>
EXHIBIT 23
PITTWAY CORPORATION
DECEMBER 31, 1997
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 19, 1998 appearing on page 5 of this Form 11-K.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Chicago, Illinois
June 25, 1998
19
