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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
__________________
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 2, 1995
JOHNSTON INDUSTRIES, INC.
(Exact name of Registrant as Specified in its Charter)
___________________
DELAWARE 1-6687 11-1749980
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
105 THIRTEENTH STREET
COLUMBUS, GEORGIA 31901
(706) 641-3140
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
______________________
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ITEM 5. OTHER EVENTS
On December 2, 1995, the Board of Directors of Johnston Industries,
Inc. (the "Company") elected Gerald B. Andrews as Chief Executive Officer of
the Company, replacing David L. Chandler, who will continue to serve as
Chairman of the Board. Mr. Chandler will also hold the titles of Chairman of
the Executive Committee of the Board and Chief Policy Officer of the Company.
Mr. Andrews will continue to hold his previous titles of President and Chief
Operating Officer.
Separately, the Company also entered into a letter of intent to
acquire the T.J. Beall Company, a textile company whose primary business
activity is the recycling of gin motes, non-perishable shorter fibers separated
from cotton during the ginning process.
EXHIBITS
99.1 Press Release regarding Appointment of Mr. Andrews
99.2 Press Release regarding Letter of Intent with T.J. Beall Company
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JOHNSTON INDUSTRIES, INC.
Date: December 15, 1995 By: /s/ John W. Johnson
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John W. Johnson
Vice President and Chief Financial Officer
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contacts: Pat Westring or Joel Pomerantz
The Dilenschneider Group
(212) 922-0900
JOHNSTON INDUSTRIES NAMES
GERALD B. ANDREWS CHIEF EXECUTIVE OFFICER
COLUMBUS, Georgia, December 4 -- The Board of Directors of Johnston
Industries, Inc., (NYSE:JII) today announced the appointment of Gerald B.
Andrews, 58, as chief executive officer of the diversified textile
manufacturing company, replacing David L. Chandler who will continue to serve
as chairman of the board. Mr. Chandler will also hold the titles of chairman
of the executive committee and chief policy officer. Mr. Andrews will continue
to hold his previous titles of president and chief operating officer.
A highly-respected and driving force in the textile industry where he
launched his career over four decades ago while still in college, Gerald B.
Andrews has spent his entire working life at only two companies. After 38
years at WestPoint Pepperell, Inc. (now WestPoint Stevens) in various senior
management posts, he came to Johnston Industries in October, 1992 as president
and chief operating officer.
Speaking for the board, Mr. Chandler commented: "Anyone who has ever
worked with Gerald Andrews knows he is a visionary and one of the most
innovative, knowledgeable, and hard-working executives in the entire textile
community. His leadership qualities and enthusiasm for our business inspire
everyone around him."
"In his three years as president of Johnston, the company has made
notable gains in almost every area. He is the ideal choice to meet today's
challenges and lead Johnston to new successes during the balance of this decade
and into the new millennium."
Mr. Andrews was executive vice president, merchandising for WestPoint
Pepperell when he joined Johnston Industries. Prior to that, he had also
served in many capacities including president of West Point/Pepperell Stores,
senior vice president, merchandising, vice president, manufacturing and
director of corporate industrial engineering.
Since joining Johnston in 1992, he has seen the firm more than double
its annual revenues to well over $300 million. The company has also changed
significantly, emphasizing flexibility and diversity with the introduction of
major new technology to serve niche markets. Johnston allocates over twice the
industry average for capital expenditures -- between eight and ten percent of
annual sales.
Johnston's newly-named CEO played a key role in the expansion of its
Tech Textiles USA division, now a leader in the rapidly growing field of
multiaxial composite fabrics used in aerospace, transportation, marine,
construction, and other technical markets. He is equally active in the
impending acquisition of the Jupiter National, Inc., which includes the
Wellington Sears Company, another major producer of industrial and home
furnishings fabrics.
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Mr. Andrews has received many honors during his long career. Earlier
this year, he became the first textile engineer to be named to the prestigious
State of Alabama "Engineering Hall of Fame" joining some of the nation's most
illustrious business leaders. In October, "Textile World," a ranking industry
trade journal, named him "1995 Leader of the Year."
In 1992, he was chosen "Citizen of the Year" by the Greater Valley
Chamber of Commerce. In addition to serving on the Johnston Board of
Directors, he is also a member of the boards of Tapistron International and
First Alabama/Regions Bank.
Apart from his business activities, Mr. Andrews recently served as
Board Chairman of the George H. Lanier Memorial Hospital and Nursing Home;
President of the Chattahoochee Valley Hospital Society; and Chairman of the
Chattahoochee Valley Health Care Foundation which he helped to organize. He
has also been a long-time champion of education, spearheading Johnston
Industries' annual commitment of substantial funds to provide college
scholarships for deserving high school graduates in the company's operating
locations.
Johnston Industries, Inc. was established in 1972 by Paul A. Johnston,
Sr. when he purchased the textile operations of the Glen Alden Corporation. In
addition to Wellington Sears and Tech Textiles, USA, its other current
operating units include Opp and Micolas Mills, Inc. and Southern Phenix
Textiles. The company has a total of 14 locations, predominantly in the
Southeast, employing approximately 3,000 workers.
One of the most diversified operators in the textile sector, Johnston
primarily serves the industrial and home furnishings (upholstery, drapery,
bedding, napery, etc.) markets and, to a lesser extent, the automotive and
apparel sectors.
Mr. Andrews earned his B.S. degree in Management from the School of
Textile Engineering at Auburn University where he also minored in Industrial
Engineering. He later attended the Advanced Management Program (AMP) at the
Harvard University School of Business.
The new Johnston CEO and his wife, Claire, who presently reside in
Lanett, Alabama, have two sons and a daughter and seven grandchildren.
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December 4, 1995
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
Contacts: Gerald B. Andrews or John W. Johnson
Johnston Industries, Inc.
(706) 641-3140
Pat Westring or Joel Pomerantz
The Dilenschneider Group
(212) 922-0900
JOHNSTON INDUSTRIES PLANS TO ACQUIRE
THE T.J. BEALL COMPANY, LEADING PLAYER IN
FAST-GROWING TEXTILE RE-GINNING SECTOR
Columbus, GA, December 4 -- Johnston Industries, Inc. (NYSE:JII), a
diversified textile manufacturing company, said today it has signed a letter of
intent to acquire the T.J. Beall Company, one of the premier firms in the
expanding cotton re-ginning sector of the textile industry. The acquired
company will become part of Wellington Sears, also a leading diversified
textile manufacturer. T.J. Beall will become closely associated with
Wellington Sears' Utilization operation, which is a major user and recycler of
textile by-products.
Wellington Sears is currently a wholly-owned subsidiary of Jupiter
National, Inc., which entered into an agreement to merge with Johnston last
August. The merger, when completed in early 1996, is expected to provide
significant operating synergies for both Johnston and Wellington.
A family-owned enterprise, T.J. Beall will continue to operate as a
separate entity following its merger with Wellington Sears. Terms of the
acquisition were not disclosed.
T.J. Beall's prime business activity is the recycling of gin motes or
nonperishable shorter fibers separated from cotton during the ginning process.
The re-ginned motes are collected in a baling press and sold to the spinning
trade for yarn production, and related applications. The West Point,
Georgia-based private company is also involved in the purchasing of textile
fibers and their by-products.
Commenting on the Beall transaction, Gerald B. Andrews, president of
Johnston Industries, stated: "This is an ideal fit for both companies. The
re-ginning sector of the textile industry has important growth potential, which
Beall can now firmly exploit backed by the market strength and capital
resources of its new parent. It also has a strategic fit with our utilization
textile by-products operation."
T.J. Beall, III, president of the acquired firm, added: "In addition
to enhancing our service to existing customers, we are especially pleased that
our long-term growth plans will now be realized. Profitable re-ginning the
cotton textile industry is, today, a dynamic specialty that the Beall family is
proud to have pioneered for more than 60 years."
Founded in 1845, Wellington Sears, which operates ten plants in four
states, is one of the textile industry's oldest and most respected names.
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Johnston Industries, Inc., based in Columbus, Georgia, is a
diversified manufacturer of textile fabrics with annual sales of approximately
$350 million. In addition to Wellington Sears, its other operating
subsidiaries -- Opp and Micolas and Southern Phenix Textiles -- produce woven
and nonwoven textiles for the industrial and home furnishings sector and, to a
lesser extent, for the basic automotive and apparel sectors.
The Company's newest venture, Tech Textiles USA, makes Vectorply(R)
and other sophisticated multiaxial non-crimp reinforcing fabrics from
fiberglass, carbon and aramid fibers used in engineering composites for a wide
variety of applications
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December 4, 1995
