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<PAGE> 1
FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 28, 1996
- -----------------------------------------------------------------
Commission file number 1-6687
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JOHNSTON INDUSTRIES, INC.
-------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 11-1749980
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
105 Thirteenth Street, Columbus, Georgia 31901
(Address of principal executive offices) (Zip Code)
(706) 641-3140
--------------
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year if changed since last
report.)
1
<PAGE> 2
This Form 8-K/A amends Item 7 of that certain Form 8-K dated April 1, 1996, (the
"Original Form 8-K") by including the financial statements referred to below.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statement of Business Acquired.
The applicable financial statements of Jupiter National, Inc.
("Jupiter") and Johnston Industries, Inc. ("Johnston") have
previously been filed with the Securities and Exchange Commission.
(b) Pro Forma Financial Information
In connection with the Merger described in Item 2 of the Original
Form 8-K, attached is the unaudited pro forma financial
information required pursuant to Article 11 of Regulation S-X,
consisting of condensed consolidated financial statements of
income of Johnston and its subsidiaries for the year ended
December 30, 1995, for the transition period from July 1, 1995
to December 30, 1995, and for the three months ended March 30,
1996 (Exhibit 99.2).
(c) Exhibits
The exhibits listed in the exhibit index are filed as part of or
incorporated by reference in this form 8-K/A.
2
<PAGE> 3
JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the undersigned has duly caused this report to be filed on its behalf by the
undersigned hereto duly authorized.
JOHNSTON INDUSTRIES, INC.
Dated: June 10, 1996 By: /s/ John W. Johnson
--------------------
John W. Johnson
Vice President
Chief Financial Officer
By: /s/ John W. Johnson
--------------------
John W. Johnson
(Principal Accounting Officer)
3
<PAGE> 4
JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
10.1* Amended and Restated Agreement and Plan of Merger dated as of
August 16, 1995 and amended and restated as of January 26, 1996, by
and among Johnston Industries, Inc., JI Acquisition Corp. and Jupiter
National, Inc.
99.1** Press Release issued by Johnston Industries, Inc. on March 29, 1996.
99.2 Unaudited Pro Forma Financial Information of Johnston Industries, Inc.
and its subsidiaries.
</TABLE>
* Filed as exhibit (c)(1) to Amendment No. 2 to the Transaction Statement on
schedule 13E-3 filed by Johnston Industries, Inc., JI Acquisition Corp.,
Jupiter National, Inc. and David L. Chandler on February 8, 1996 (Commission
File Number 1-9791) and incorporated herein by reference.
** Incorporated by reference from Johnston Industries, Inc. Form 8-K as filed
with the Securities and Exchange Commission on April 1, 1996.
4
<PAGE> 1
EXHIBIT 99.2
SELECTED PRO FORMA FINANCIAL DATA
In January 1995, Johnston purchased an additional 89,300 shares of Jupiter for
approximately $2,300,000 which increased the Johnston ownership interest in the
outstanding shares of Jupiter from 49.6% at December 31, 1994 to 54.2%. As a
result, Jupiter became a consolidated, majority owned subsidiary of Johnston in
January 1995. Minority interest was recorded for the minority shareholders'
proportionate share of the equity and earnings of Jupiter. On August 16, 1995,
Johnston jointly announced with Jupiter an agreement and plan of merger under
which the public shareholders of Jupiter would receive cash from Johnston for
each Jupiter share. The merger was approved by Jupiter's shareholders on March
12, 1996, and was consummated on March 28, 1996 at a purchase price of $33.97
per share. The following pro forma condensed consolidated statements of income
of Johnston (the "Pro Forma Statements") have been prepared from the historical
results of operations for each of the periods presented. The pro forma
statements were prepared to illustrate the estimated effect assuming Johnston
owned 100% of Jupiter as of January 1, 1995. THE PRO FORMA STATEMENTS ARE
PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED TO BE
INDICATIVE OF THE FINANCIAL POSITION OR RESULTS OF OPERATIONS HAD THE
TRANSACTION BEEN CONSUMMATED ON SUCH DATE AND DO NOT PROJECT JOHNSTON'S
FINANCIAL POSITION OR RESULTS OF OPERATIONS FOR ANY FUTURE DATE OR PERIOD.
The Pro Forma Statements and accompanying notes should be read in conjunction
with the historical Consolidated Financial Statements of Johnston and of
Jupiter, including the notes thereto.
In connection with the consummation of this transaction, Jupiter was merged
into a subsidiary of Johnston. Total purchase consideration was approximately
$45,950,000 which included payments of $39,000,000 to stockholders, certain
holders of options to purchase common stock and the assumption of certain
Jupiter options by Johnston. Other acquisition costs included approximately
$5,448,000 of merger related expenses paid by Jupiter less a reduction for
Johnston deferred income taxes of $1,432,000 which arose through equity
accounting for Johnston's investment in Jupiter. Due to Johnston's previous
ownership interest in Jupiter, the acquisition of the remaining outstanding
interest is accounted for as a "step acquisition" using the purchase method
which results in a partial step-up in Jupiter assets. Johnston recorded such
partial step-up in basis for the applicable assets and has recorded goodwill of
$11,762,000 which is to be amortized over 20 years.
<PAGE> 2
JOHNSTON INDUSTRIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 30, 1995
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Historical Adjustments Amounts
<S> <C> <C> <C>
NET SALES $330,015,000 $330,015,000
------------ ------------
COST AND EXPENSES:
Cost of sales, excluding depreciation and
amortization 274,753,000 274,753,000
Selling, general, and administrative 31,427,000 ($1,746,000)(e) 29,681,000
Loss on impairment of assets 6,532,000 6,532,000
Depreciation and amortization 17,359,000 1,392,000 (a)
588,000 (b)
(32,000)(e) 19,307,000
------------ ---------- ------------
Total costs and expenses 330,071,000 202,000 330,273,000
------------ ---------- ------------
INCOME (LOSS) FROM OPERATIONS (56,000) (202,000) (258,000)
OTHER EXPENSE (INCOME):
Interest income (556,000) 471,000 (e) (85,000)
Interest expense 9,144,000 (741,000)(e) 8,403,000
Other - net 5,249,000 (1,901,000)(e) 3,348,000
------------ ---------- ------------
Total other expense - net 13,837,000 (2,171,000) 11,666,000
------------ ---------- ------------
NET REALIZED AND UNREALIZED INVESTMENT
PORTFOLIO GAIN 8,958,000 (8,958,000)(e) 0
------------ ---------- ------------
LOSS BEFORE INCOME TAX BENEFIT
AND MINORITY INTEREST (4,935,000) (6,989,000) (11,924,000)
INCOME TAX BENEFIT 1,828,000 2,398,000 (c) 4,226,000
MINORITY INTEREST IN LOSS OF
CONSOLIDATED SUBSIDIARY FROM CONTINUING
OPERATIONS 596,000 (596,000)(d) 0
------------ ---------- ------------
LOSS FROM CONTINUING OPERATIONS (2,511,000) (5,187,000) (7,698,000)
------------ ---------- ------------
DISCONTINUED OPERATIONS:
Income from Discontinued Operations of Jupiter
National (less applicable income taxes of
$1,869,000 net of minority interest) 3,140,000 (e) 3,140,000
Loss on Disposal of Jupiter National, including
provision of $300,000 for operating losses during phase-
out period (less applicable income tax benefit of $2,801,000) (1,479,000)(e) (1,479,000)
------------ ---------- ------------
Income from Discontinued Operations 1,661,000 1,661,000
------------ ---------- ------------
NET LOSS ($2,511,000) ($3,526,000) ($6,037,000)
============ =========== ============
EARNINGS (LOSS) PER SHARE:
Continuing Operations ($0.24) ($0.73)
Discontinued Operations $0.16
------------ ------------
Total ($0.24) ($0.57)
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON
AND COMMON EQUIVALENT SHARES
OUTSTANDING 10,564,000 10,564,000
============ ============
</TABLE>
See notes to condensed consolidated pro forma statements.
<PAGE> 3
JOHNSTON INDUSTRIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
SIX MONTHS ENDED DECEMBER 30, 1995
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Historical Adjustments Amounts
<S> <C> <C> <C>
NET SALES $150,023,000 $150,023,000
------------ ------------
COST AND EXPENSES:
Cost of sales, excluding depreciation and
amortization 128,914,000 128,914,000
Selling, general, and administrative 16,210,000 ($567,000)(e) 15,643,000
Loss on impairment of assets 6,532,000 6,532,000
Depreciation and amortization 9,007,000 696,000 (a) 9,969,000
294,000 (b)
(28,000)(e)
------------ ----------- ------------
Total costs and expenses 160,663,000 395,000 161,058,000
------------ ----------- ------------
LOSS FROM OPERATIONS (10,640,000) (395,000) (11,035,000)
OTHER EXPENSE (INCOME):
Interest income (531,000) 471,000 (e) (60,000)
Interest expense 4,982,000 (665,000)(e) 4,317,000
Other - net 3,508,000 (1,972,000)(e) 1,536,000
------------ ----------- ------------
Total other expense - net 7,959,000 (2,166,000) 5,793,000
------------ ----------- ------------
NET REALIZED AND UNREALIZED INVESTMENT
PORTFOLIO GAIN 3,767,000 (3,767,000)(e) 0
------------ ----------- ------------
LOSS BEFORE INCOME TAX BENEFIT
AND MINORITY INTEREST (14,832,000) (1,996,000) (16,828,000)
INCOME TAX BENEFIT 6,346,000 646,000 (c) 6,992,000
MINORITY INTEREST IN LOSS OF
CONSOLIDATED SUBSIDIARY FROM CONTINUING
OPERATIONS 2,296,000 (2,296,000)(d) 0
------------ ----------- ------------
LOSS FROM CONTINUING OPERATIONS (6,190,000) (3,646,000) (9,836,000)
------------ ----------- ------------
DISCONTINUED OPERATIONS:
Income from Discontinued Operations of Jupiter
National (less applicable income taxes of $382,000) 624,000 (e) 624,000
Loss on Disposal of Jupiter National, including
provision of $300,000 for operating losses during phase-
out period (less applicable income tax benefit of $2,801,000) (1,479,000)(e) (1,479,000)
------------ ----------- ------------
Income from Discontinued Operations (855,000) (855,000)
------------ ----------- ------------
NET LOSS ($6,190,000) ($4,501,000) ($10,691,000)
============ =========== ============
EARNINGS (LOSS) PER SHARE:
Continuing Operations ($0.59) ($0.93)
Discontinued Operations 0.00 (0.08)
------------ ------------
Total ($0.59) ($1.01)
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON
AND COMMON EQUIVALENT SHARES
OUTSTANDING 10,565,000 10,565,000
============ ============
</TABLE>
See notes to condensed consolidated pro forma statements.
<PAGE> 4
JOHNSTON INDUSTRIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 30, 1996
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Historical Adjustments Amounts
<S> <C> <C> <C>
NET SALES $84,030,000 $84,030,000
----------- -----------
COST AND EXPENSES:
Cost of sales, excluding depreciation and
amortization 68,757,000 68,757,000
Selling, general, and administrative 6,553,000 6,553,000
Restructuring charges 2,252,000 2,252,000
Depreciation and amortization 4,612,000 $ 348,000 (a) 5,107,000
147,000 (b)
----------- ----------- -----------
Total costs and expenses 82,174,000 495,000 82,669,000
----------- ----------- -----------
INCOME FROM OPERATIONS 1,856,000 (495,000) 1,361,000
OTHER EXPENSE (INCOME):
Interest income (23,000) (23,000)
Interest expense 2,302,000 2,302,000
Other - net 145,000 145,000
----------- ----------- -----------
Total other expense - net 2,424,000 0 2,424,000
----------- ----------- -----------
LOSS FROM CONTINUING OPERATIONS BEFORE
INCOME TAX BENEFIT, MINORITY INTEREST, AND
EXTRAORDINARY ITEM (568,000) (495,000) (1,063,000)
INCOME TAX BENEFIT 647,000 132,000 (c) 779,000
MINORITY INTEREST IN LOSS OF
CONSOLIDATED SUBSIDIARY FROM CONTINUING
OPERATIONS 1,200,000 (1,200,000)(d) 0
----------- ----------- -----------
INCOME (LOSS) FROM CONTINUING OPERATIONS 1,279,000 (1,563,000) (284,000)
----------- ----------- -----------
DISCONTINUED OPERATIONS:
Income from Discontinued Operations of Jupiter
National (less applicable income taxes of
$4,268,000 net of minority interest in income of
$1,083,000 2,448,000 2,448,000
Loss on Disposal of Jupiter National, including
provision of $300,000 for operating losses during phase-
out period (less applicable income tax benefit of $2,801,000) (1,479,000) (1,479,000)
----------- -----------
Income from Discontinued Operations 969,000 969,000
----------- -----------
EXTRAORDINARY ITEM (less applicable income taxes of
$323,000) - loss on early extinguishment of debt 527,000 527,000
----------- ----------- -----------
NET INCOME $ 1,721,000 ($1,563,000) $ 158,000
=========== =========== ===========
EARNINGS (LOSS) PER SHARE:
Continuing Operations $ 0.12 ($0.03)
Discontinued Operations 0.09 0.09
Extraordinary Item (0.05) (0.05)
----------- -----------
Total $ 0.16 $ 0.01
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON
AND COMMON EQUIVALENT SHARES
OUTSTANDING 10,642,000 334,000 10,976,000
=========== =========== ===========
</TABLE>
See notes to condensed consolidated pro forma statements.
<PAGE> 5
JOHNSTON INDUSTRIES, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 30, 1995
a To record additional depreciation expense attributable to adjustment of
Wellington Sears Company's property, plant, and equipment to fair value.
b To record additional amortization expense related to goodwill arising from
the transaction. This adjustment reflects the amortization of recorded
goodwill of $11,762,000 over 20 years.
c To record the income tax benefit related to pro forma adjustments.
d To record the elimination of the minority interest in loss of Jupiter.
e To record the discontinuance of the venture capital investment segment of
Jupiter's operations.
<PAGE> 6
JOHNSTON INDUSTRIES, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
SIX MONTHS ENDED DECEMBER 30, 1995
a To record additional depreciation expense attributable to adjustment of
Wellington Sears Company's property, plant, and equipment to fair value.
b To record additional amortization expense related to goodwill arising from
the transaction. This adjustment reflects the amortization of recorded
goodwill of $11,762,000 over 20 years.
c To record the income tax benefit related to pro forma adjustments.
d To record the elimination of the minority interest in loss of Jupiter.
e To record the discontinuance of the venture capital investment segment of
Jupiter's operations.
<PAGE> 7
JOHNSTON INDUSTRIES, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
THREE MONTHS ENDED MARCH 30, 1995
a To record additional depreciation expense attributable to adjustment of
Wellington Sears Company's property, plant, and equipment to fair value.
b To record additional amortization expense related to goodwill arising from
the transaction. This adjustment reflects the amortization of recorded
goodwill of $11,762,000 over 20 years.
c To record the income tax benefit related to pro forma adjustments.
d To record the elimination of the minority interest in loss of Jupiter.
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