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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION ------------
Washington, D.C. 20549 OMB Number: 3235-0058
Expires: May 31, 1997
FORM 12b-25 Estimated average
burden hours per
response.........2.50
NOTIFICATION OF LATE FILING SEC File Number
1-6687
Cusip Number
479368
(Check One) [ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q [ ]Form N-SAR
For Period Ended:
[ ] 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.
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
Johnston Industries, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
105 13th Street
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Address of Principal Executive Office (STREET AND NUMBER)
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, 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 with the
prescribed time period. (Attach Extra Sheets if Needed)
See Attachment A.
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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 reports 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:
See Attachment A.
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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 May 13, 1996 By /s/ John W. Johnson
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John W. Johnson
Vice President and Chief Financial Officer
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 INSTRUCTION
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 232.12(c) of this chapter).
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ATTACHMENT A
The quarterly report of Johnston Industries, Inc. (the "Company") on
Form 10-Q cannot be timely filed, without unreasonable effort and expense,
because the Company requires additional time to properly prepare audited
financial statements for the period due to, among other things, its recent
acquisition of the outstanding minority interest in Jupiter National, Inc. The
Company represents that the reasons for its inability to timely file its Form
10-Q could not be eliminated without unreasonable effort or expense.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 30
1996 1995
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<S> <C> <C>
NET SALES $ 84,030 $ 90,536
COSTS AND EXPENSES:
COST OF SALES, EXCLUDING DEPRECIATION AND AMORTIZATION 68,757 72,545
SELLING, GENERAL AND ADMINISTRATIVE 6,553 6,692
RESTRUCTURING CHARGES 2,252
DEPRECIATION AND AMORTIZATION 4,612 4,094
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TOTAL COSTS AND EXPENSES 82,174 83,331
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INCOME (LOSS) FROM OPERATIONS 1,856 7,205
OTHER EXPENSES (INCOME):
INTEREST EXPENSE 2,302 2,119
INTEREST INCOME (23) (25)
OTHER - NET 145 134
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TOTAL OTHER EXPENSES 2,424 2,228
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EQUITY IN EARNINGS (LOSS) OF EQUITY INVESTMENTS -- (117)
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INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE TAX PROVISION,
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY, AND EXTRAORDINARY ITEM (568) 4,860
PROVISION (BENEFIT) FOR INCOME TAXES (647) 2,001
INCOME (LOSS) OF MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY
FROM CONTINUING OPERATIONS 1,200 (331)
INCOME (LOSS) IN MINORITY INTEREST OF SUBSIDIARIES
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INCOME FROM CONTINUING OPERATIONS 1,279 2,528
DISCONTINUED OPERATIONS:
INCOME FROM DISCONTINUED OPERATIONS OF JUPITER NATIONAL (LESS
APPLICABLE INCOME TAXES OF $4,268 AND $245, RESPECTIVELY) NET
OF MINORITY INTEREST IN INCOME OF $1,083 AND $183, RESPECTIVELY 2,448 105
LOSS ON DISPOSAL OF JUPITER NATIONAL, INCLUDING PROVISION OF
$300 FOR OPERATING LOSSES DURING PHASE-OUT PERIOD (LESS
APPLICABLE INCOME TAX BENEFIT OF $2,801) (1,479) --
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INCOME FROM DISCONTINUED OPERATIONS 969 105
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EXTRAORDINARY ITEM, (LESS APPLICABLE INCOME TAXES OF $323), -
LOSS ON EARLY EXTINGUISHMENT OF DEBT 527 --
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NET INCOME $ 1,721 $ 2,633
PREFERRED DIVIDENDS 2
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EARNINGS APPLICABLE TO COMMON STOCK $ 1,719 $ 2,633
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</TABLE>
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<TABLE>
<S> <C> <C>
EARNINGS (LOSS) PER SHARE:
CONTINUING OPERATIONS $ .12 $ .24
DISCONTINUED OPERATIONS .09 .01
EXTRAORDINARY ITEM (.05) --
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TOTAL $ 0.16 $ .25
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DIVIDENDS PER SHARE $ 0.10 $ .10
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WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING $ 10,642 $ 10,682
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</TABLE>
