UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Amendment
No. 2)
Under
the
Securities Exchange Act of 1934
Federal
Signal Corporation
(Name
of
Issuer)
Common
Stock, $1.00 par value
(Title
of
Class of Securities)
313855108
(CUSIP
Number)
Warren
B.
Kanders
c/o
Kanders & Company, Inc.
One
Landmark Square, 22nd
Floor
Stamford,
CT
06901
Copy
to:
Robert
L.
Lawrence, Esq.
Kane
Kessler, P.C.
1350
Avenue of the Americas
New
York,
NY 10019
212-541-6222
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July
16,
2008
(Date
of
Event which requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box
____________________
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
|
CUSIP
No. 313855108
|
13D
|
Page
2 of
6 Pages
|
| 1 | NAMES OF REPORTING PERSONS: |
||||||||||
|
Warren
B. Kanders
|
|||||||||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
(ENTITIES ONLY): |
|||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(SEE INSTRUCTIONS): |
||||||||||
| (a) o | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY: | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
| PF | |||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
| United States | |||||||||||
| 7 | SOLE VOTING POWER: | ||||||||||
| NUMBER OF |
2,855,954
|
||||||||||
| SHARES | 8 | SHARED VOTING POWER: | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 0 | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
| REPORTING | |||||||||||
| PERSON |
2,855,954
|
||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
| 0 | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
|
2,855,954
|
|||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
| 5.95% | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
| IN | |||||||||||
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
|
CUSIP
No. 313855108
|
13D
|
Page 3
of
6 Pages
|
This
Amendment No. 2 (the “Amendment”) amends the Statement of Beneficial
Ownership on Schedule 13D originally filed with the Securities and Exchange
Commission on June 30, 2008 and amended by Amendment No. 1 filed on July
16,
2008 (the “Schedule 13D”) by the Reporting Person with respect to shares of
common stock, par value $1.00 (the “Common Shares”) of Federal Signal
Corporation (the “Issuer”), whose principal executive offices are located at
1415 West 22nd
Street,
Oak Brook, Illinois 60523. Unless specifically amended hereby, the disclosures
set forth in the Schedule 13D shall remain unchanged. Capitalized terms used
but
not otherwise defined herein shall have the meanings set forth in the Schedule
13D.
Item
4. Purpose of Transaction.
Item
4 of
the Schedule 13D is hereby amended by the addition of the
following:
On
July
16, 2008, the Reporting Person sent a letter to the Issuer’s Board of Directors
reaffirming his continued interest in becoming the Issuer’s Chief Executive
Officer, despite the obstacles that have been placed in the path of his
candidacy.
The
Reporting Person has accepted an invitation from James C. Janning, the
Issuer’s
Chairman of the Board, to meet with him and other members of the Board
to
consider Mr. Kanders’ candidacy for the CEO position during the week following
the Issuer’s second quarter earnings release on July 25, 2008.
The
Reporting Person further stated that during Mr. Janning’s nine year stewardship,
the Issuer has endured CEO turnover, declining sales and profitability,
a crisis
in employee morale and underperformance of its shares relative to its peers.
The
Reporting Person called upon the Board to act in the best interests of
the
shareholders and reconsider Mr. Janning’s position as CEO and to speak to their
shareholders to hear their concerns firsthand and their desire for a strong
leader with vision and the skills and experience to execute that
vision.
The
Reporting Person reiterated his commitment to increasing value for all
of the
Issuer’s stockholders.
A
copy of
the letter is annexed hereto as Exhibit K.
On
July
17, 2008, the Reporting Person issued a press release highlighting the
contents of the letter he sent to the Issuer’s Board of Directors on July
16, 2008 and
commenting on the Issuer's announcement of the sale of E-One for $20M to
American Industrial Partners and members of E-One
management.
The
Reporting Person expressed his great disappointment in the sale price.
He has
reason to believe that other credible parties potentially interested in
purchasing E-One were excluded from the bidding process. Under the
circumstances, he questions whether the Issuer received the best price
for
E-One.
A
copy of
the press release is annexed hereto as Exhibit 99.1.
|
CUSIP
No. 313855108
|
13D
|
Page 4
of
6 Pages
|
Other
than as set forth in this Item 4, the Reporting Person does not have any current
plans, proposals or negotiations that relate to or would result in any of the
matters referred to in paragraphs (a) through (j) of Item 4 of the Statement.
The Reporting Person intends to review his investment in the Issuer on a
continuing basis, and to the extent permitted by law, may seek to engage in
discussions with other stockholders and/or with management and the Board of
the
Issuer concerning the business, operations or future plans of the Issuer.
Depending on various factors including, without limitation, the Issuer's
financial position, the price levels of the Common Stock, conditions in the
securities markets and general economic and industry conditions, the Reporting
Person may, in the future, take such actions with respect to his investment
in
the Issuer as he deems appropriate including, without limitation, purchasing
additional Common Stock, selling Common Stock, engaging in short selling of
or
any hedging or similar transaction with respect to the Common Stock, taking
any
action to change the composition of the Board, taking any other action with
respect to the Issuer or any of its securities in any manner permitted by law
or
changing its intention with respect to any and all matters referred to in
paragraphs (a) through (j) of Item 4.
Any
description herein of the above referenced letter and press release are
qualified in their entirety by reference to the attached Exhibits.
Item
5. Interest in Securities of the Issuer.
Item 5
of the Schedule 13D is hereby amended and restated in its entirety to read
as
follows:
(a),
(b)
and (c). As of July 16, 2008, the Reporting Person may be deemed to be the
beneficial owner (as that term is defined under Rule 13d-3 under the Exchange
Act of 1934, as amended) of 2,855,954 shares of Common Stock, constituting
approximately 5.95% of the outstanding shares of Common Stock (the percentage
of
shares owned being based upon 47,997,478 Common Shares outstanding as of April
13, 2008, as set forth in the Issuer’s most recent report on Form 10-Q for the
period ended March 31, 2008, filed with the Securities and Exchange Commission
on May 2, 2008), over which the Reporting Person exercises sole voting and
dispositive power.
No
transactions in the shares of Common Stock have been effected by the Reporting
Person during the last 60 days except the following transactions, each of which
was made by the Reporting Person in a broker’s transaction in the open market.
Prices do not include brokerage commissions.
|
Date
|
Number
of Shares
|
Price
Per Share
|
||
| July 9, 2008 | 100,000 |
$11.967
|
||
| June 27, 2008 | 125,000 |
$12.418
|
||
| June 26, 2008 | 137,600 |
$12.725
|
||
| June 26, 2008 | 32,300 |
$12.770
|
||
| June 25, 2008 | 7,835 |
$13.897
|
||
|
June
24, 2008
|
87,265
|
$13.883
|
||
|
May
23, 2008
|
15,000
|
$12.600
|
(d)
and
(e). Not Applicable
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CUSIP
No. 313855108
|
13D
|
Page 5
of
6 Pages
|
Item
7. Material to be Filed as Exhibits.
Item
7 of
the Schedule 13D is hereby amended to include the following:
Exhibit
K- Letter dated July 16, 2008 from the Reporting Person to the Issuer’s Board of
Directors.
Exhibit
99.1- Press Release dated July 17, 2008.
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CUSIP
No. 313855108
|
13D
|
Page 6
of
6 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this Statement is true, complete
and
correct.
Dated:
July 17, 2008
| /s/ Warren B. Kanders | ||
|
Warren
B. Kanders
|
Exhibit
K
