ITEM 1. Business General Developments
General Signal Corporation, incorporated in New York in 1904, produces instrumentation and controls and related systems and equipment for industrial automation, management of electrical energy, telecommunications transmission, transportation, and test and measurement equipment. The company serves these markets through three product sectors: Process Controls, Electrical Controls and Industrial Technology.
During 1993, the company issued 4.1 million additional shares of common stock, completed a two-for-one split of common stock, acquired Revco Scientific, Inc. by issuing 2.6 million shares of common stock and completed the divestiture of substantially all of the semiconductor equipment operations.
During the last five years, the company expended approximately $224 million in cash and common stock (2.6 million shares) to acquire 20 businesses and/or product lines. The notes to the financial statements on pages 29 and 30 of the Shareholders' Report provide additional information for acquisitions during the last three years and is incorporated herein by reference.
Financial Information about Business Segments
Selected business segment information for the last five fiscal years is summarized on page 31 of the Shareholders' Report and is incorporated herein by reference. In addition to the information disclosed with respect to business segments, the Securities and Exchange Commission requires the disclosure of any class of similar products or services that exceeds 10 percent of consolidated sales. During 1992 and 1991, sales of the company's semiconductor equipment group (including sales of units held for disposition) were approximately $135.0 million or 8 percent and $180.2 million or 11 percent of consolidated sales, respectively.
A summary of information by geographic area for the last five fiscal years is included on page 32 of the Shareholders' Report and is incorporated herein by reference.
Narrative Description of Business
Major Markets and Products and Method of Distribution
A narrative description of the registrant's business is included on pages 4 through 13 of the Shareholders' Report and is incorporated herein by reference.
The company's products are sold by its own sales organization and through distributors and manufacturers' representatives.
Materials and Supplies
The company manufactures many of the components used in its products but it also purchases a variety of basic materials and component parts. Although some basic materials and components have been and may be in short supply from time to time, the company believes that generally it will be able to obtain adequate supplies of major items or reasonable substitutes.
Patents
The company holds many patents and has continued to secure other patents that cover many of its products. While patents are important in the aggregate to the company's competitive position, the loss of any single patent, patent application or patent license agreement, or group thereof, would not materially affect the conduct of its business as a whole. The company is both a licensor and licensee of patents, and overall, recognizes more income than expense from such arrangements.
Working Capital
A discussion of working capital is included on pages 16 and 17 of the Shareholders' Report and is incorporated herein by reference.
Backlog
The amount of unfilled orders was approximately $380.5 million in 1993 and $407.5 million in 1992 (excluding unfilled orders of businesses sold or discontinued). All unfilled orders are expected to be filled within the next succeeding year.
Competition
Although the businesses of the company are highly competitive, the competitive position cannot be determined accurately in the aggregate since none of its competitors offer all of the same product lines or serve all of the same markets, nor are reliable comparative figures available for its competitors. Competition for computer-directed control systems comes primarily from a relatively small number of large and well established concerns. In the other product groups, competition comes from numerous concerns, both large and small. The principal methods of competition are price, service, product performance and technical innovation. These methods vary with the type of product sold. The company believes that it can compete effectively on the basis of each of these factors as they apply to the various products offered.
Research and Development
Research and development expenditures for the last three years are included on page 33 of the Shareholders' Report and are incorporated herein by reference.
Environmental Matters
The company is involved in various stages of investigation and remediation relative to environmental protection matters, arising from its own initiative, from indemnification of purchasers of divested operations, or from legal or administrative proceedings, some of which include waste disposal sites. In certain instances, the company may be exposed to joint and several liability for remedial action or damages. The company, along with several other entities, has been named as a Potentially Responsible Party for remedial costs at certain third-party sites listed on the National Priorities List under CERCLA.
The potential costs related to such matters and the possible impact on future operations are uncertain due in part to the complexity of government laws and regulations and their interpretations, the varying costs and effectiveness of cleanup technologies, the uncertain level of insurance or other types of recovery, and the questionable level of the company's responsibility. In management's opinion, after considering reserves established for such purposes, remedial actions for compliance with the present laws and regulations governing the protection of the environment are not expected to have a material adverse impact on the company's results of operations or financial position.
Employees
At December 31, 1993, the company had approximately 12,900 employees, excluding employees of businesses held for sale. Approximately 3,600 employees are represented by 23 different collective bargaining units. The company has generally experienced satisfactory labor relations at its various locations.
Executive Officers of the Registrant
Name, Position, and Other Information Age
Edmund M. Carpenter, Chairman and Chief Executive Officer 53 since May 1, 1988. Previously, Director, President and Chief Operating Officer of ITT Corporation since 1985. Prior to joining ITT Corporation in 1981, President of Kelsey-Hayes Company, a subsidiary of Fruehauf Corporation.
Joel S. Friedman, Senior Vice President - Operations since 57 March 1, 1987. Previously, Group Executive and President of Lightnin, a unit of General Signal, since 1984 and President of O-Z/Gedney, a unit of General Signal, since 1975.
Peter A. Laing, Senior Vice President - Operations since 54 March 1, 1987. Previously, Group Executive and President of the Edwards Company, a unit of General Signal, since 1984, President of the Edwards Company since 1978, and Vice President - Finance of General Railway Signal, since 1974.
Stephen W. Nagy, Senior Vice President - Finance and Chief 54 Financial Officer since October 1, 1989. Previously, Vice President - Finance and Chief Financial Officer of Trinova Corporation since 1983.
George Falconer, Vice President - Human Resources since 62 October 23, 1986. Previously, Director of Human Resources since 1981, Director of Industrial Relations since 1977, and Corporate Director of Personnel Relations since 1976. Associated with Metal Forge, a unit of General Signal, since 1970, most recently as Vice President - Employee Relations.
Nino J. Fernandez, Vice President - Investor Relations 53 since May 1, 1987. Previously, Director of Communications since 1974.
Philip A. Goodrich, Vice President - Corporate Development 38 since December 12, 1991. Previously, Director of Corporate Development since May, 1989 and Assistant Treasurer since May, 1987. Prior to joining the company, associated with Joseph E. Seagram & Sons, Inc. since 1981 most recently as Assistant Treasurer.
Darryl A. Littleton, Vice President - Manufacturing since 45 February 5, 1992. Previously, Senior Partner and Director of Ingersoll Engineers, Inc. since 1984.
Terry J. Mortimer, Vice President and Controller since May 25, 49 1990. Previously Director - Finance and Chief Accountant for Apple Computer since June, 1988. Previously with Becton Dickinson and Company from January, 1981 to June, 1988, most recently as Medical Sector Controller.
Edgar J. Smith, Jr., Vice President, General Counsel, and 60 Secretary since April 19, 1984, Vice President and General Counsel since January 1, 1980. Previously Assistant General Counsel since 1967.
Thomas E. Taylor, Vice President-Taxes since September 1, 1993. 48 Previously with Elf Aquitaine, Inc. as Vice President-Taxes since 1985.
Julian B. Twombly, Vice President and Treasurer since December 48 17, 1991. Prior to joining the company, associated with United Dominion Industries, Ltd. since 1974, most recently as Senior Vice President and Treasurer.
The executive officers are elected annually by the Board of Directors.
There are no family relationships between any of the directors or executive officers of the company.
ITEM 2.
ITEM 2. Properties
The Process Controls sector's operations consist of 40 manufacturing facilities in 16 states and 9 foreign countries, containing approximately 4.5 million square feet, of which 86% is owned and 14% is leased.
The Electrical Controls sector's operations consist of 34 manufacturing facilities in 15 states and 5 foreign countries, containing approximately 2.5 million square feet, of which approximately 69% is owned and 31% is leased.
The Industrial Technology sector's operations consist of 10 manufacturing facilities in 8 states, containing approximately 1.0 million square feet, of which approximately 80% is owned and 20% is leased.
In addition to manufacturing plants, the company as lessee occupies executive offices in Stamford, Connecticut, and various sales and service locations throughout the world. All of these properties, as well as the related machinery and equipment, are considered to be well-maintained, suitable and adequate for their intended purposes. Assets subject to lien are not significant.
As a result of recent business divestitures and restructuring activities, the company holds 1.1 million square feet of idle facilities for sale or sublease.
ITEM 3.
ITEM 3. Legal Proceedings
The company and certain of its subsidiaries are defendants in legal proceedings incidental to its business. Although the ultimate disposition of these proceedings is not presently determinable, management does not expect the outcome to have a material adverse impact on the company's financial position.
ITEM 4.
ITEM 4. Submission of Matters to a Vote of Security Holders
None.
PART II
ITEM 5.
ITEM 5. Market for Registrant's Common Stock and Related Shareholder Matters
The company's common stock is listed on the New York and Pacific stock exchanges under the symbol "GSX". Information as to quarterly prices for the last two years, and dividends paid is included on page 33 of the Shareholders' Report and is incorporated herein by reference. There were approximately 9,434 holders of record of the company's common stock on March 7, 1994.
ITEM 6.
ITEM 6. Selected Financial Data
Selected financial data of the company for the last five fiscal years are incorporated herein by reference to pages 34 and 35 of the Shareholders' Report.
ITEM 7.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
"Management's Discussion and Analysis of Financial Condition and Results of Operations" appears on pages 14 through 17 of the Shareholders' Report and is incorporated herein by reference.
ITEM 8.
ITEM 8. Financial Statements and Supplementary Data
The financial statements and related notes are incorporated herein by reference to pages 19 through 33 of the Shareholders' Report. Quarterly financial information is incorporated herein by reference to page 32 of the Shareholders' Report. The Report of Independent Auditors, dated January 25, 1994, is incorporated herein by reference to page 18 of the Shareholders' Report.
ITEM 9.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
ITEM 10.
ITEM 10. Directors and Executive Officers
This information is incorporated herein by reference to pages 5 through 7 of the Proxy Statement for the 1994 annual meeting of shareholders. Also see page 2 of this 10-K as to information related to executive officers.
ITEM 11.
ITEM 11. Executive Compensation
This information is incorporated by reference to pages 13 through 14 of the Proxy Statement for the 1994 annual meeting of shareholders.
ITEM 12.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
This information is incorporated by reference to pages 2 through 4 of the Proxy Statement for the 1994 annual meeting of shareholders.
ITEM 13.
ITEM 13. Certain Relationships and Related Transactions
Not applicable.
PART IV
ITEM 14.
ITEM 14. Exhibits, Financial Statements, Schedules, and Reports on Form 8-K
(a) (1) Financial Statements and Other Financial Data.
The financial statements of the company and consolidated subsidiaries are incorporated herein by reference to pages 19 through 33 of the Shareholders' Report. The Independent Auditors' Report of Ernst & Young, dated January 25, 1994, is incorporated herein by reference to page 18 of the Shareholders' Report.
(2) Schedules and Report of Independent Auditors. Page Report of KPMG Peat Marwick . . . . . . . . . . . . . 6 Schedule VIII- Valuation and Qualifying Accounts . . 7 Schedule IX - Short Term Borrowings . . . . . . . . . 7
All other schedules are omitted as the required information is not applicable or the information is presented in the financial statements or related notes.
(3) Exhibits.
3.1 Restated Certificate of Incorporation of General Signal Corporation, as amended through April 27, 1988, is incorporated herein by reference to Exhibit 3.1 of the registrant's 1988 Form 10-K filed March 17, 1989.
3.2 By-laws of General Signal Corporation, as amended through February 3, 1994.
4.1 Copies of the instruments with respect to the company's long-term debt are available to the Securities and Exchange Commission upon request.
4.2 Copies of the Credit Agreements among General Signal Corporation and Various Commercial Banking Institutions, as amended through January 12, 1994, as described in the Notes to Financial Statements incorporated herein by reference in (a)(1) above, are available to the Securities and Exchanges Commission upon request.
10.1 Description of General Signal Corporation Incentive Compensation Plan is incorporated herein by reference to Exhibit 10.1 of the registrant's 1991 Form 10-K filed March 25, 1992.
10.2 Retirement Plan for Directors of General Signal Corporation is incorporated herein by reference to Exhibit 10.7 of the registrant's 1988 Form 10-K filed March 17, 1989.
10.3 General Signal Corporation Change in Control Severance Pay Plan, as amended, is incorporated herein by reference to Exhibit 10.8 of the registrant's 1989 Form 10-K filed March 16, 1990.
10.4 General Signal Corporation Deferred Compensation Plan dated October 14, 1993.
10.5 General Signal Corporation Benefit Equalization Plan as amended and restated October 14, 1993.
10.6 General Signal Corporation 1992 Stock Incentive Plan as amended and restated July 7, 1993.
10.7 General Signal Corporation 1989 Stock Option and Incentive Plan as amended July 7, 1993.
10.8 General Signal Corporation 1985 Stock Option Plan as amended and restated July 7, 1993.
10.9 General Signal Corporation 1981 Stock Option Plan as amended and restated July 7, 1993.
10.10 Consulting Agreement with Nathan R. Owen is incorporated herein by reference to Exhibit 10.10 of the registrant's 1986 Form 10-K filed March 30, 1987.
10.11 Employment agreement between Edmund M. Carpenter and the registrant dated April 15, 1988 is incorporated herein by reference to Exhibit 10.12 of the registrant's 1988 Form 10-K filed March 17, 1989.
10.12 Employment agreement between Stephen W. Nagy and the registrant dated August 17, 1989 is incorporated herein by reference to Exhibit 10.11 of the registrant's 1989 Form 10-K filed March 16, 1990.
11.0 Computation of Earnings per Share. See page 8 of this report.
12.0 Calculation of Ratios of Earnings to Fixed Charges. See page 9 of this report.
13.0 1993 Annual Report to Shareholders. Except for those portions specifically incorporated herein by reference, the company's 1993 Annual Report to Shareholders is furnished for the information of the Commission and is not deemed to be "filed." Pages 14 through 35, including the Independent Auditors' Report on page 18, are specifically incorporated herein by reference.
21.0 Subsidiaries. See pages 9 through 11 of this report.
23.0 Consent of Ernst & Young. See page 12 of this report.
24.1 Consent of KPMG Peat Marwick. See page 12 of this report.
(b) Reports on Form 8-K.
1. A report on Form 8-K was filed on June 17, 1993, reporting the July 7, 1993 two-for-one stock split of the company's common stock in the form of a 100 percent stock distribution.
2. A report on Form 8-K was filed on February 4, 1994, reporting the company's results of operations for the quarter and year ended December 31, 1993.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GENERAL SIGNAL CORPORATION
/s/ Edmund M. Carpenter (Edmund M. Carpenter, Chairman) March 17, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Edmund M. Carpenter (Edmund M. Carpenter) Chairman and Director March 17, 1994 (Principal Executive Officer)
/s/ Stephen W. Nagy (Stephen W. Nagy) Senior Vice President March 17, 1994 and Chief Financial Officer
/s/ Terry J. Mortimer (Terry J. Mortimer) Vice President and March 17, 1994 Controller (Chief Accounting Officer)
/s/ Ralph E. Bailey (Ralph E. Bailey) Director March 17, 1994
/s/ Van C. Campbell Van C. Campbell) Director March 17, 1994
/s/ Ronald E. Ferguson (Ronald E. Ferguson) Director March 17, 1994
/s/ John P. Horgan (John P. Horgan) Director March 17, 1994
/s/ C. Robert Kidder (C. Robert Kidder) Director March 17, 1994
/s/ Richard J. Kogan (Richard J. Kogan) Director March 17, 1994
/s/ Nathan R. Owen (Nathan R. Owen) Director March 17, 1994
/s/ Roland W. Schmitt (Roland W. Schmitt) Director March 17, 1994
/s/ John R. Selby (John R. Selby) Director March 17, 1994
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders General Signal Corporation
We have audited the accompanying statements of earnings, shareholders' equity, and cash flows of General Signal Corporation and consolidated subsidiaries for the year ended December 31, 1991 (prior to the acquisition of Revco Scientific, Inc.) These consolidated financial statements and financial statement schedules are the responsibility of the company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedules based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of operations and the cash flows of General Signal Corporation and consolidated subsidiaries for the year ended December 31, 1991 (prior to the acquisition of Revco Scientific, Inc.) in conformity with generally accepted accounting principles.
/s/ KPMG Peat Marwick
Stamford, Connecticut January 24, 1992 GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
Schedule VIII - Valuation and Qualifying Accounts Years Ended December 31, 1993, 1992 and 1991 ($ in thousands)
Additions charged Balance at(credited) to Balance at beginning cost and end of of period expense Deductions period
Reserves deducted from assets:
Allowance for doubtful accounts $8,882 $4,608 $2,968(1) $10,522
Assets held for sale 18,600 -- 4,223(3) 14,377
Dispositions and re- structuring:
Transaction and consol- idation of Revco -- 13,200 4,416(4) 8,784 Semiconductor 57,301 (53,200) 38,400(4) 13,348 (47,647)(5) Restructuring -- 30,500 17,489 (4) 13,011 57,301 (9,500) 12,658 35,143
Reserves deducted from assets:
Allowance for 6,445(1) doubtful accounts $11,074 5,502 1,249(2) $8,882
Assets held for sale -- 18,600 -- 18,600
Dispositions and restructuring -- 67,000 9,699(4) 57,301
Reserves deducted from assets:
Allowance for doubtful accounts $10,662 5,748 5,336(1) $11,074
(1) Write-off of bad debts, net of recoveries. (2) Transfer of semiconductor equipment operations allowance for doubtful accounts to assets held for sale at October 1, 1992. (3) Charges to reserve related to businesses divested during 1993. (4) Charges to reserve for related costs incurred during the year. (5) Represents primarily gain on disposal of businesses divested during 1993.
(1) Actual interest expense on short-term borrowings for the year divided by average short-term borrowings outstanding during the year.
(2) Annual interest expense on short-term borrowing divided by the year-end balance.
Exhibit (11.0)
GENERAL SIGNAL CORPORATION AND CONSOLIDATED SUBSIDIARIES Computation of Earnings Per Share (Amounts in thousands, except per share data)
Year Ended December 31, 1993 1992 1991 I. Earnings (loss) per share of common stock (used for financial reporting):
Net earnings (loss): Continuing operations $ 66,596 $ 12,465 $63,957 Loss on disposal of discontinued operations --- --- (9,800) Extraordinary charges (6,576) (330) --- Cumulative effect of accounting changes (25,300) (92,400) ---
Net Earnings (loss) $34,720 $(80,265) $54,157
Average number of common shares outstanding (a) 45,205 41,753 38,572
Earnings (loss) per average share of common stock: Continuing operations $1.47 $.30 $1.66 Loss on disposal of discontinued operations --- --- (.26) Extraordinary charges (0.14) (0.01) --- Cumulative effect of accounting changes (0.56) (2.21) ---
$0.77 $(1.92) $1.40
II. Primary earnings per share (b) (including common stock equivalents): Average number of common shares outstanding 45,205 41,753 38,572
Dilutive effect of outstanding options (as determined by application of the treasury stock method) 263 298 38
Total shares used in calculation of primary earnings per share 45,468 42,051 38,610
Primary earnings (loss) per share: Continuing operations $1.46 $.30 $1.66 Loss on disposal of discontinued operations --- --- (.26) Extraordinary charges (.14) (.01) --- Cumulative effect of accounting changes (.56) (2.20) --- $0.76 $(1.91) $1.40
III. Fully diluted earnings per share (b):
Average number of shares used in calculation of primary earnings per share above 45,468 42,051 38,610
Additional dilutive effect of outstanding options (as determined application of the treasury stock method) 36 74 190
Total shares used in calculation of fully diluted earnings per share 45,504 42,125 38,800
Fully diluted earnings (loss) per share: Continuing operations $1.46 $0.30 $1.65 Loss on disposal of discontinued operations --- --- (0.25) Extraordinary charges (0.14) (0.01) --- Cumulative effect of accounting changes (0.56) (2.19) ---
$0.76 $(1.90) $1.40
(a) Excludes common stock equivalents in accordance with provisions of APB Opinion No. 15 because such equivalent shares result in dilution of less than 3%.
(b) This calculation is presented in accordance with Regulation S-K although the effect of the options deemed to be common stock equivalents is antidilutive in 1992.
Exhibit (12.0)
GENERAL SIGNAL CORPORATION Calculation of Ratios of Earnings to Fixed Charges ($ in thousands)
Year Ended December 31, 1989 1990 1991 1992 1993
Earnings: Earnings (loss) from continuing operations before income taxes and extraordinary items $108,482 $(25,193) $89,451 $18,786 $94,398 Add: fixed charges 54,526 47,724 40,626 37,029 23,440 $163,008 $22,531 $130,077 $55,815 $117,838
Fixed charges: Interest expense $44,759 $37,557 $32,193 $28,629 $18,240 One-third of rent expense 9,767 10,167 8,433 8,400 5,200 $54,526 $47,724 $40,626 $37,029 $23,440
Ratio 2.99 .47 (1)3.20 1.51 5.03
(1) Earnings are inadequate to cover fixed charges by an amount of approximately $25 million.
Exhibit (21.0)
SUBSIDIARIES OF REGISTRANT Percent Organized Under the 1. Consolidated Subsidiaries Owned Laws of
Subsidiaries of General Signal Corporation: Aurora/Hydromatic Pumps Inc. 100 Delaware Borri Elettronica Industriale S.p.A. 100 Italy Subsidiary of Borri Elettronica Industriale S.p.A. Borri Stromversorgunanlagen GMBH 100 Germany DeZurik of Australia Proprietary Ltd. 100 Australia GCA Europa S.A. 100 France GCA International Corporation 100 New Jersey G. S. Building Systems Corporation 100 Connecticut Subsidiaries of G. S. Building Systems Corporation: Dual-Lite Manufacturing, Inc. 100 Delaware General Signal FSC Corp 100 Virgin Islands General Signal Holdings Company 100 Delaware Subsidiary of General Signal Holdings Company General Signal Technology Corporation 100 Delaware Subsidiaries of General Signal Technology Corporation: Assembly Technologies - AP, Inc. 100 Delaware General Farebox Service of Atlanta, Inc. 100 Delaware GFI Service of Chicago, Inc. 100 Delaware GFI Service of New York, Inc. 100 Delaware General Signal Japan Corporation 100 Japan General Signal SEG Korea 100 Korea Revco Scientific, Inc. 100 Delaware General Signal Kabushiki Kaisha 100 Japan General Signal Limited 100 Canada General Signal SEG Asia, Ltd. 100 Hong Kong General Signal S.E.G. SARL 100 France
General Signal UK Limited 100 England Subsidiaries of General Signal UK Limited: DeZurik International Ltd. 100 England GCA Limited 100 England G.S. Iona Ltd. 100 England General Signal SEG, Ltd. 100 England Leeds & Northrup Limited 100 England Lightnin Europe Limited 100 England Lightnin Mixers Limited 100 England Subsidiaries of Lightnin Mixers Ltd.: Deutsche Lightnin Jesse Mischtechnik Verwaltungsgesellschaft mbH 90 Germany (Remaining 10% owned by General Signal Corporation Inc.) Turbo - Maschinenbau G.m.b.H. 100 Germany Turbo - Lightnin Mischtechnik GmbH & Co. KG 100 Germany Sola (UK) Limited 75 England Tau-Tron (UK) Limited 100 England Telenex Europe Limited 100 England Leeds & Northrup Company 100 Delaware Subsidiaries of Leeds & Northrup Company: Leeds & Northrup Australia Pty., Ltd. 100 Australia Subsidiary of Leeds & Northrup Australia Pty., Ltd.: Leeds & Northrup(New Zealand)Ltd. 100 New Zealand Leeds & Northrup GmbH 100 Germany Leeds & Northrup Mexicana, S.A. 100 Mexico Leeds & Northrup S.A. 100 Spain LDN, Ltd. 100 Delaware Subsidiary of LDN, Ltd. Leeds & Northrup S.A.R.L. 100 France L.D.N. Netherlands, B.V. 100 Netherlands L&N Singapore, Pte., Ltd. 100 Singapore Leeds & Northrup Italy, S.p.A. 53 Italy (47% owned by Leeds & Northrup Company; Lightnin Mixers Pty. Ltd. 60 Australia (Remaining 40% owned by General Signal Ltd.) Lightnin Pte. Ltd. 100 Singapore Metal Forge Company, Inc. 100 Delaware Shenyang Stock Electric Power Equipment Company, Limited 100 China Sola Australia, Limited 100 Australia Sola Electric AG 100 Switzerland Stock Japan, Ltd. 100 Japan Telenex Corporation 100 New Jersey
2.Other Subsidiaries
The following minor foreign subsidiaries and the investment in 50-percent-or-less owned companies, which are not material individually or in the aggregate in relation to the financial statements, are carried at cost plus equity in undistributed earnings since acquisition.
Subsidiaries of General Signal Corporation: DeZurik - India 40 India DeZurik Japan Co., Ltd. 48 Japan DeZurik Mexico, S.A. de C.V. 49 Mexico General Signal Acquisition Corporation 100 Delaware General Signal Corporation 100 Delaware General Signal International Corporation 100 Delaware HMS Ventures Ltd. 14 California High Ridge Company, Limited 100 Bermuda Industrias Sola Basic, S.A. 49 Mexico Koyo Lindberg Ltd. 50 Japan New Signal, Inc. 100 Delaware Solamex, S.A. de C.V. 48 Mexico Subsidiary of Solamex, S.A. de C.V.: Industrial GESCA S.A.deC.V. 99 Mexico Inmobiliaria S-Tres, S.A.deC.V. 99 Mexico Inmobiliaria S-Dos, S.A.deC.V. 99 Mexico Inmobiliaria Solamex, S.A. de C.V. 99 Mexico Productora Y Maquiladora Queretana S.A.deC.V. 99 Mexico Solenergy Corporation 30 Massachusetts Terasaki Nelson Ltd. 50 Japan
Exhibit (23.0)
CONSENT OF ERNST & YOUNG
The Board of Directors and Shareholders General Signal Corporation
We consent to the incorporation by reference in this Annual Report (Form 10-K) of General Signal Corporation of our report dated January 25, 1994, included in the 1993 Annual Report to Shareholders of General Signal Corporation.
Our audit also included the 1993 and 1992 financial statement schedules of General Signal Corporation and consolidated subsidiaries listed in Item 14(a). These schedules are the responsibility of the company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the 1993 and 1992 financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects, the information set forth therein.
We also consent to the incorporation by reference in the Registration Statements (Form S-3 No. 33-33929), (Form S-8 No. 33-46613) pertaining to the General Signal Corporation Savings and Stock Ownership Plan, (Form S-8 No. 33-47495) pertaining to General Signal Corporation's stock incentive plans, (Form S-3 No. 33-50081) pertaining to the merger agreement with Revco Scientific, Inc. and related prospectuses of our report dated January 25, 1994, with respect to the 1993 and 1992 financial statements incorporated herein by reference, and our report included in the preceding paragraph with respect to the 1993 and 1992 financial statement schedules included in this Annual Report (Form 10-K) of General Signal Corporation.
/s/ Ernst & Young
Stamford, Connecticut March 18, 1994
Exhibit (23.1)
CONSENT OF KPMG PEAT MARWICK
The Board of Directors and Shareholders General Signal Corporation
We consent to incorporation by reference in the Registration Statements on Forms S-3 (No. 33-33929 and 33-50081) and on Forms S-8 (Nos. 33-46613 and 33-47495) of General Signal Corporation of our report dated January 24, 1992, relating to the balance sheet of General Signal Corporation and consolidated subsidiaries as of December 31, 1991 and the related statements of earnings, shareholders' equity and cash flows and related schedules for the years ended December 31, 1991 and 1990, which report appears in the December 31, 1992 Annual Report on Form 10-K of General Signal Corporation.
/s/ KPMG Peat Marwick
Stamford, Connecticut March 18, 1994