As filed with the Securities and Exchange Commission on February 1, 1999
Registration No. 333-
- -------------------------------------------------------------------------
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 1998 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
<TABLE>
<CAPTION>
=============================================================================================
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
- ------------------------ --------------------- --------------- ----------------- ------------
<S> <C> <C> <C> <C>
Class A Stock,of the Par
Value of $1.00 Per Share 135,000 shs. $27.75 $3,746,250 $1,041.46
Common Stock, of the Par
Value of $1.00 Per Share 135,000 shs.(3) None None None
=============================================================================================
</TABLE>
(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 January 29, 1999 as set forth in the New York 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, 1997.
(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, 1997.
(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.
2
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.
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.
Elimination of Liability in Certain Circumstances
Article Sixth, Section 4, of the registrant's Restated Certificate of
Incorporation, as amended, provides, subject to limited exceptions, that a
director of the registrant shall not be personally liable to the
registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director. Any repeal or modification of this
provision will not adversely affect any right or protection of a director
of the registrant existing at the time of such repeal or modification.
3
Indemnification and Insurance
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.
4
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
8 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.
5
(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) 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.
6
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
February 1, 1999.
PITTWAY CORPORATION
BY /s/ Paul R. Gauvreau
Paul R. Gauvreau
Financial Vice President,
Treasurer and Chief
Financial Officer
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 1st day of February, 1999:
/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
Eugene L. Barnett, Director
/s/ Fred Conforti /s/ Jerome Kahn, Jr.
Fred Conforti, Director Jerome Kahn Jr., Director
/s/ E. David Coolidge III /s/ John W. McCarter, Jr.
E. David Coolidge III, Director John W. McCarter, Jr., Director
7
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered Page
4 Pittway Corporation 1998 Director Stock Option Plan 9-14
5 Opinion of Kirkland & Ellis 15
23.1 Consent of Kirkland & Ellis (included in Exhibit 5) 15
23.2 Consent of PricewaterhouseCoopers LLP 16
24 Powers of Attorney (included on the Signatures page hereof) 7
8
Exhibit 4
PITTWAY CORPORATION
1998 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) "Board of Directors" means the Board of Directors of the
Company.
(b) "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).
(c) "Code" means the Internal Revenue Code of 1986, as
amended.
(d) "Common Stock" means Common Stock, of the par value of
$1.00 per share, of the Company.
(e) "Company" means Pittway Corporation, a Delaware
corporation, and its successors.
(f) "Eligible Director" means any present or future member
of the Board of Directors who, on the date of an award pursuant to
the Plan, (1) is a member of the Board of Directors, and (2) is
not an employee of the Company or any of its subsidiaries.
9
(g) "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
New York Stock Exchange Composite Transactions list, as
subsequently reported in The Wall Street Journal.
(h) "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.
(i) "participant" means an Eligible Director who has been
awarded an option.
(j) "Plan" means the plan set forth in this 1998 Director
Stock Option Plan, as it may be amended from time to time.
(k) "trading date" for Class A Stock or Common Stock means a
date for which a sale of such Stock on the New York Stock
Exchange Composite Transactions list is subsequently reported in
The Wall Street Journal.
3. Limitation of Aggregate Shares. Subject to adjustment as
provided in paragraph 5(d), the number of shares of Class A Stock which
may be issued upon the exercise of options shall not exceed, in the
aggregate, 50,000 shares; it being understood that to the extent any
options expire unexercised or are cancelled, terminated or forfeited in
any manner without the issuance of shares of Class A Stock thereunder,
such shares shall again be available under the Plan. Such 50,000 shares
of Class A Stock may be authorized and unissued shares, treasury shares,
or a combination thereof, as the Board of Directors shall determine.
4. Options. The Board of Directors may grant options to
Eligible Directors in accordance with this paragraph 4 and the other
provisions of the Plan.
(a) Provisions.
(i) Options shall not qualify as incentive stock
options within the meaning of Section 422 of the Code
or any successor provision.
(ii) Options shall have such terms, not to exceed
ten years from the date of grant, as the Board of
Directors shall determine at grant.
(iii) The option price per share of Class A Stock
shall be 100% of the Market Value of Class A Stock on
the date of grant and not less than the par value of a
share of Class A Stock.
10
(iv) Options shall be exercisable at such time or
times as the Board of Directors shall determine at or
subsequent to grant; provided that, except in the event
of death or disability of the participant, no option
may be exercised during the first six months after it
is awarded ; further provided that an option may be
exercised 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; and further provided that 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 granted to the participant shall
cease to be exercisable on the fifth anniversary of the
date of termination or, if earlier, on the scheduled
date of expiration of such option.
(b) Exercise. 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, accompanied by payment in full, to the extent
permitted by the Board of Directors either in cash (including
check, bank draft or money order), 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; provided
that the Board of Directors may permit the participant to elect to
pay such aggregate option price by authorizing a third party to
sell the shares acquired upon exercise (or a sufficient portion
thereof) and remit to the Company sale proceeds sufficient to pay
such aggregate option price and any withholding or other tax
resulting from exercise. The value of 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 already owned shares
on the date of the exercise of such option.
(c) Surrender. If so provided by the Board of Directors at
or subsequent to the time of grant, an option may be surrendered to
the Company on such terms and conditions, and for such
consideration, as the Board of Directors shall determine.
11
(d) Form. The form of each option (and of the
documentation evidencing each option) shall be determined by the
Board of Directors.
5. Miscellaneous Provisions.
(a) Administration. The Plan shall be administered by the
Board of Directors. Subject to the limitations of the Plan, the
Board of Directors shall have the sole and complete authority:
(i) to select participants, (ii) to award options in such forms and
amounts as it shall determine, (iii) to impose such limitations,
restrictions and conditions upon such options as it shall deem
appropriate, (iv) to interpret the Plan and to adopt, amend and
rescind administrative guidelines and other rules and regulations
relating to the Plan, (v) to correct any defect or omission or to
reconcile any inconsistency in the Plan or in any options and
(vi) to make all other determinations and to take all other actions
necessary or advisable for the implementation and administration of
the Plan. The Board of Directors' determinations on matters within
its authority shall be conclusive and binding upon the Company and
all other persons. All expenses associated with the Plan shall be
borne by the Company.
(b) Non-Transferability. No option, and no interest
therein, shall be transferable by a participant otherwise than by
will or the laws of descent and distribution. All options shall be
exercisable during a participant's lifetime only by the participant
or the participant's legal representative. Any purported transfer
contrary to this provision will nullify the option.
(c) 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. If any participant
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 of Directors, cease, and in such event the Company shall hold
or apply the same or any part thereof for the benefit of such
participant, such person's spouse, children or their dependents,
or any of them, in such manner and in such proportion as the Board
of Directors in its sole discretion shall determine.
12
(d) 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 of
Directors 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 (and in
the event of a spinoff, the Board of Directors may make)
appropriate changes in the number of shares authorized by the Plan
to be delivered thereafter, 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 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 shall be binding and
conclusive upon all participants, the Company and all other
interested persons.
(e) Tax Withholding. The Board of Directors 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.
Subject to the consent of the Board of Directors, a participant may
make an irrevocable election to have shares of Class A Stock
otherwise issuable under an option withheld, tender back to the
Company shares of Class A Stock received pursuant to an option or
deliver to the Company shares of Class A Stock or Common Stock
already owned by the participant having a Market Value sufficient
to satisfy all or part of the participant's estimated tax
obligations associated with the transaction. Such election must be
made by a participant prior to the date on which the relevant tax
obligation arises. The Board of Directors may disapprove of any
election and may limit, suspend or terminate the right to make such
elections.
13
(f) Termination; Amendments. The Board of Directors may
terminate the Plan at any time. The Board of Directors may amend
the Plan at any time or from time to time; provided that no such
amendment shall be made without stockholder approval to the extent
such approval is required by law, regulation or the rules of any
exchange upon which the Class A Stock is listed.
The Board of Directors may amend an outstanding option in any
manner to the extent that the Board of Directors would have had the
authority under the Plan to initially grant the option as so
amended.
No termination or amendment of the Plan or amendment of any
outstanding option shall adversely affect any outstanding option
without the consent of the participant who holds it.
(g) Rights of Participants. Nothing in the Plan shall
confer on any Eligible Director any right to continue to serve as a
member of the Board of Directors or affect in any way the right of
the Company to terminate such service at any time. No Eligible
Director shall have a right to be selected as a participant, or,
having been so selected, to be selected again as a participant.
(h) Effective Date. The effective date of the Plan shall
be March 19, 1998, the date of its adoption by the Board of
Directors; provided, however, that, no option shall be awarded
under the Plan unless the Plan is approved at the Company's 1998
Annual Meeting of Stockholders by a vote sufficient to satisfy the
requirements of the General Corporation Law of the State of
Delaware and the New York Stock Exchange.
14
Exhibit 5
[Letterhead of Kirkland & Ellis]
January 29, 1999
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 135,000 shares of the
Company's Class A Stock of the par value of $1.00 per share (the
"Class A Stock"), and up to 135,000 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 1998
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
15
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 18, 1998, which
appears on page 39 of the 1997 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, 1997. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 19 of such Annual Report on
Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Chicago, Illinois
February 1, 1999
16
