UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Federal Signal Corporation
(Name of Issuer)
Common Stock, par value $1
(Title of Class of Securities)
313855108
(CUSIP Number)
December 31, 2004
((Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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).
1. NAME OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Franklin Mutual Advisers, LLC (22-3463202)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
3,807,120 (See Item 4)
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
3,807,120 (See Item 4)
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,807,120
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.9%
12. TYPE OF REPORTING PERSON
IA
Item 1.
(a) Name of Issuer:
Federal Signal Corporation
(b) Address of Issuer's Principal Executive Offices:
1415 West 22nd Street
Oak Brook, IL 60523
Item 2.
(a) Name of Person Filing:
(i): Franklin Mutual Advisers, LLC
(b) Address of Principal Business Office:
(i): 51 John F. Kennedy Parkway
Short Hills, NJ 07078
(c) Place of Organization or Citizenship:
(i): Delaware
(d) Title of Class of Securities:
Common Stock, par value $1
(e) CUSIP Number:
313855108
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2 and the
person filing is: Franklin Mutual Advisers, LLC, an investment adviser in
accordance with Section 240.13d-1(b)1(ii)(E). (Note: See Item 4)
Item 4. Ownership
The securities reported on herein are beneficially owned by one or more open-end
investment companies or other managed accounts which, pursuant to advisory
contracts, are advised by Franklin Mutual Advisers, LLC ("FMA"), formerly
Franklin Mutual Advisers, Inc., an indirect wholly owned subsidiary of Franklin
Resources, Inc. ("FRI"). Such advisory contracts grant to FMA all investment and
voting power over the securities owned by such advisory clients. Therefore, FMA
may be deemed to be, for purposes of Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the "1934 Act") the beneficial owner of the securities
covered by this statement.
Beneficial ownership by investment advisory subsidiaries and other affiliates of
FRI is being reported in conformity with the guidelines articulated by the SEC
staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such
as FRI, where related entities exercise voting and investment powers over the
securities being reported independently from each other. The voting and
investment powers held by FMA are exercised independently from FRI, its parent
holding company, and from all other investment advisor subsidiaries of FRI (FRI,
its affiliates and investment advisor subsidiaries other than FMA are
collectively referred to herein as "FRI affiliates"). Furthermore, FMA and FRI
internal policies and procedures establish informational barriers that prevent
the flow between FMA and the FRI affiliates of information that relates to the
voting and investment powers over the securities owned by their respective
advisory clients. Consequently, FMA and the FRI affiliates each report the
securities over which they hold investment and voting power separately from each
other.
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders")
each own in excess of 10% of the outstanding Common Stock of FRI and are the
principal shareholders of FRI. However, because FMA exercises voting and
investment powers on behalf of its advisory clients independently of FRI, the
Principal Shareholders, and their respective affiliates, beneficial ownership of
the securities being reported by FMA is being attributed only to FMA. FMA
disclaims any economic interest or beneficial ownership in any of the securities
covered by this statement.
Furthermore, FMA is of the view that it is not acting as a "group" with FRI, the
Principal Shareholders, or their respective affiliates for purposes of Section
13(d) under the 1934 Act and that none of them are otherwise required to
attribute to each other the "beneficial ownership" of securities held by any of
them or by any persons or entities advised by FRI subsidiaries.
(a) Amount Beneficially Owned:
3,807,120
(b) Percent of Class:
7.9%
(c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote
Franklin Mutual Advisers, LLC: 3,807,120
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of
Franklin Mutual Advisers, LLC: 3,807,120
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5. Ownership of Five Percent or Less of a Class If this statement is being
filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the class of
securities, check the following [].
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
The clients of Franklin Mutual Advisers, LLC, including investment companies
registered under the Investment Company Act of 1940 and other managed accounts,
have the right to receive or power to direct the receipt of dividends from, as
well as the proceeds from the sale of, such securities reported on in this
statement. Mutual Shares, a series of Franklin Mutual Series Fund Inc., a
company registered under the Investment Company Act of 1940, has an interest in
more than 5% of the class of securities reported on herein.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control
Person
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purposes or effect.
This report shall not be construed as an admission by the persons filing the
report that they are the beneficial owner of any securities covered by this
report.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2005
Franklin Mutual Advisers, LLC
By: /s/BRADLEY D. TAKAHASHI
-----------------------
Bradley D. Takahashi
Vice President