UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Amendment
No. 3)
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)
September
19, 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).
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CUSIP
No. 313855108
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Page
2 of 4 Pages
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1
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warren
B. Kanders
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) N/A
(a)
(b)
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or 2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
1,755,254
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
1,755,254
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,755,254
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
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14
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TYPE
OF REPORTING PERSON*
IN
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*SEE
INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 313855108
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Page 3
of 4 Pages
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This
Amendment No. 3 (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 11, 2008 and further
amended by Amendment No. 2 filed on July 17, 2008 (the “Schedule 13D”) by the
Reporting Person with respect to shares of common stock, par value $1.00 (the
“Common Stock”) 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
5. Interest in Securities of the Issuer.
(a),
(b)
and (c). As of September 23, 2008, the Reporting Person may be deemed to be
the
beneficial owner (as that term is defined under Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) of 1,755,254
shares of Common Stock, constituting approximately 3.7% of the outstanding
shares of Common Stock (the percentage of shares owned being based upon
47,503,025 shares of Common Stock outstanding as of July 13, 2008, as set forth
in the Issuer’s most recent report on Form 10-Q for the period ended June 30,
2008, filed with the Securities and Exchange Commission on July 28, 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.
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Date
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Number
of Shares
Purchased/(Sold)
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Price
Per Share
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September
23, 2008
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(365,300)
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$14.770
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September
22, 2008
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(200,000)
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$15.228
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September
19, 2008
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(250,000)
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$15.378
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August
4, 2008
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(34,300)
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$14.001
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August
1, 2008
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(165,700)
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$14.028
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July
31, 2008
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(100,000)
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$14.516
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(d).
Not
Applicable.
(e).
The
Reporting Person ceased to be the beneficial owner of more than five
percent (5%) of the Common Stock of the Issuer on September 19, 2008.
Item
7. Material to be Filed as Exhibits.
Item
7 of
the Schedule 13D is hereby amended to include the following:
Exhibit
L
- Letter dated June 26, 2008 from James C. Janning, Chairman of the Board of
the
Issuer, to the Reporting Person advising the Reporting Person that he will
no
longer be considered for the Issuer’s CEO position.
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CUSIP
No. 313855108
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Page 4
of 4 Pages
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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:
September 24, 2008
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/s/
Warren B. Kanders
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|
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Warren
B. Kanders
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