UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
FEDERAL SIGNAL CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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William H. Osborne
President and
Chief Executive Officer
April 13, 2009
Dear Fellow Employee,
Today we pre-released our first quarter earnings results to reflect the most recent information
available regarding our business.
Federal Signal expects to report first quarter earnings
from continuing operations in the range of $0.01 to $0.03 per share. We should all be very proud
that we expect to generate a profit for the first quarter despite this extremely difficult economic
environment. Your dedication and hard work have played an important role in making this possible,
and I thank you for your contributions.
Over the last several months, we have reduced the fixed cost structure at many of businesses, and
we are well on our way to achieving other cost-cutting targets. Costs associated with the hearing
loss litigation were also lower than expected in the first quarter. I believe we are on the right track to deliver sustained profitability for the
future and to allow investment that drives growth through our businesses.
I am encouraged by how well we are pulling together as a team and rising to address our business
challenges. I have spent a considerable amount of time assessing our personnel and operations, and
am confident that there is a lot of untapped potential in Federal Signal I see it every day when
I visit our locations and talk to employees. There is plenty of talent, energy and determination
we can effectively utilize. To reach our full potential, we need to continue to work hard and
remain focused on serving our customers, driving results and enhancing value.
As you
know, Federal Signals 2009 Annual Meeting of Stockholders is scheduled to be held at the end
of this month. Warren Kanders, a stockholder who was rejected as a CEO candidate, has nominated
himself and two other individuals for election to our Board of Directors at this years annual
meeting. The Boards endorsed slate of directors includes Jim Goodwin, Joe Wright and myself.
While we respect Mr. Kanders right as a stockholder to undertake this campaign, we strongly
believe the election of his slate will not serve the best interests of the Company or our
stockholders.
Many of you are also stockholders and, as a result, your vote at the upcoming annual meeting is
extremely important. I urge you to go online to Federal Signals website and read the Companys definitive proxy statement, and our
letters to stockholders, to familiarize yourself with the Boards position. Our Board and
leadership team firmly believe that Federal Signal is on the right path and recommend you vote your
WHITE proxy card today for the Boards nominated slate.
You may have already received, and should expect to receive, mailings and letters from Mr. Kanders.
Unfortunately, we cannot control the content of this material even though we dispute much of what
Mr. Kanders has to say. We strongly believe the Mr. Kanders is in this for himself, and not to
serve the interests of all Federal Signal stockholders.
Over the next few weeks, I and other members of our leadership team will be holding several town
hall employee meetings at a variety of locations to answer some of your questions on this and other
business matters.
As always, and in particular during this process, it is important for the Company to speak with one
voice, so I ask that if you do receive any outside inquiries, or have any questions of your own,
please forward them to Jennifer Sherman, General Counsel: (630) 954-2026,
jsherman@federalsignal.com.
Once again, thank you for your continued hard work and dedication to Federal Signal.
Thanks,
Bill
Forward Looking Language
This letter may contain words such as may, will, believe, expect, anticipate, intend,
plan, project, estimate and objective or the negative thereof or similar terminology
concerning Federal Signals future financial performance, business strategy, plans, goals and
objectives. These expressions are intended to identify forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include
information concerning Federal Signals possible or assumed future performance or results of
operations and are not guarantees. While these statements are based on assumptions and judgments
that management has made in light of industry experience as well as perceptions of historical
trends, current conditions, expected future developments and other factors believed to be
appropriate under the circumstances, they are subject to risks, uncertainties and other factors
that may cause Federal Signals actual results, performance or achievements to be materially
different from those stated. Such risks and uncertainties include but are not limited to: economic
conditions in various regions, product and price competition, supplier and raw material prices,
foreign currency exchange rate changes, interest rate changes, increased legal expenses and
litigation results, legal and regulatory developments and other risks and uncertainties described
in filings with the Securities and Exchange Commission (SEC).
The financial information set forth in this letter is unaudited and reflects estimates based on
information available at this time. These amounts could differ from actual reported amounts stated
in Federal Signals first quarter 2009 earnings report on May 1, 2009 and in its Quarterly Report
on Form 10-Q for the quarter ended March 31, 2009, which the Company expects to file in May 2009.
Federal Signal undertakes no obligation to update forward-looking statements.
Important Information
In connection with the solicitation of proxies, on March 30, 2009 Federal Signal filed with the SEC
and on March 31, 2009 mailed to stockholders, a definitive proxy statement and a WHITE proxy card
for its 2009 annual meeting of stockholders. Stockholders may obtain Federal Signals proxy
statement, a WHITE proxy card and any amendments or supplements and other documents for free by
contacting Innisfree M&A Incorporated toll-free at (877) 800-5186.