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UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 1-6687
Washington, D.C. 20549
Cusip Number
FORM 12b-25 479368
NOTIFICATION OF LATE FILING
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(Check One): / / Form 10-K and Form 10-KSB / / Form 20-F / / Form 11-K /X/ Form 10-Q / / Form N-SAR
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For Period Ended: September 30, 1995
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:____________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
Johnston Industries, Inc.
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Former Name if Applicable
N/A
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Address of Principal Executive Office (Street, Number, City, State and Zip Code)
105 13th Street, Columbus, Georgia 31901
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check appropriate box)
X (a) The reasons described in reasonable detail in Part III of this
--- form could not be eliminated without unreasonable effort or
expense;
X (b) The subject annual report, semi-annual report, transition
--- report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
X (c) The accountant's statement or other exhibit required by Rule
--- 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
prescribed time period. (Attach Extra Sheets if Needed)
On September 28, 1995, Johnston Industries, Inc. (the "Company") filed
its annual report on Form 10-K for the year ended December 31, 1994 (the
"10-K") with the Securities and Exchange Commission (the "Commission") in
accordance with the Securities Exchange Act of 1934. By letter dated October
31, 1995, the Staff of the Commission advised the Company that it had comments
to the Company's 10-K and was requesting amendments by the Company to said
10-K. The exact nature and wording of such amendments has not yet been agreed
upon by the Company with the Staff and such resolution is relevant to the
description of the same matters in the Company's 10-Q. For example, the
Company plans to conform the disclosure in the 10-Q regarding certain of its
borrowing agreements to the disclosure with respect thereto in the 10-K, as
amended. The Company represents that the 10-Q can not be timely filed because
of the reasons decribed above, which reasons could not be eliminated without
unreasonable effort or expense.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
John W. Johnson 706 641-3148
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If answer is no identify report(s). X Yes No
--- ---
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? X Yes No
--- ---
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made:
The Registrant expects to report a loss of approximately $1.86
million for the quarter versus a profit of approximately $1.68 million
for the quarter a year ago. The Registrant believes the loss is
attributable to lower comparable sales, increased costs due to
increased raw material costs which could not be passed along to
customers and increased costs attributable to the Company's Jupiter
National, Inc. subsidiary.
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Johnston Industries, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date By
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John W. Johnson
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
persons signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a matter
of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amendment notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule
201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202
of this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.13(c) of this chapter).
