<PAGE> 1
OMB APPROVAL
------------------------
UNITED STATES OMB Number: 3235-0058
SECURITIES AND EXCHANGE COMMISSION Expires: May 31, 1997
Washington, D.C. 20549 Estimated average burden
hours per response...2.50
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER
1-6687
CUSIP NUMBER
479368
(Check One): [x]Form 10-K and Form 10-KSB [ ]Form 20-F
[ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR
For Period Ended: December 28, 1996
[ ] 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 THIS 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:
________________________________________________________________________________
PART I -- REGISTRANT INFORMATION
________________________________________________________________________________
Full Name of Registrant
Johnston Industries, Inc.
________________________________________________________________________________
Former Name if Applicable
N/A
________________________________________________________________________________
Address of Principle Executive Office (Street and Number)
105 13th Street, Columbus, Georgia 31901
________________________________________________________________________________
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 box if appropriate)
[x] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without ureasonable effort
or expense;
(b) The subject annual report, semi-annual report, transition
[x] 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
<PAGE> 2
State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
SEE ATTACHMENT A.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/94)
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
John W. Johnson 706 641-3159
----------------------------- -------------- -------------------------
(Name) (Area Code) (Telephone Number)
<TABLE>
<S> <C> <C>
(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 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.
</TABLE>
- --------------------------------------------------------------------------------
Johnston Industries, Inc.
----------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 28, 1997 By /s/ John W. Johnson
------------------------------ ----------------------------------------
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
person 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
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.
<PAGE> 3
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 amended 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(b) of this chapter).
<PAGE> 4
ATTACHMENT A
The annual report of Johnston Industries, Inc. (the "Company") on
Form 10-K 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 acquisition
during the year of the outstanding minority interest in Jupiter National, Inc.
and the necessity of restating the financial statements to account for certain
discontinued operations. The Company represents that the reasons for its
inability to timely file its Form 10-K could not be eliminated without
unreasonable effort or expense.
Attached hereto as Exhibit I are the Company's unaudited financial
statements for the period ended December 28, 1996.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 5
EXHIBIT I
JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
For the Three Months Ended For the Twelve Months Ended
Dec. 28 Dec. 30 Dec. 28 Dec. 30
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales $79,039 $75,880 $321,882 $326,082
------- ------- -------- --------
Cost and Expenses:
Cost of Sales, excluding Depreciation and
Amortization 66,901 66,255 265,682 272,202
Selling, General and Administrative 5,770 8,477 24,913 28,682
Restructuring Charges 206 -- 2,891 --
Loss on Impairment of Assets -- 6,532 -- 6,532
Depreciation and Amortization 4,866 4,377 19,715 16,995
------- ------- -------- --------
Total Costs and Expenses 77,743 85,641 313,201 324,411
------- ------- -------- --------
Income (Loss) from Operations 1,296 (9,761) 8,682 1,671
Other Expenses (Income):
Interest Expense 2,984 2,272 11,157 8,430
Interest Income (82) (33) (272) (161)
Other - Net (673) 1,621 (558) 3,028
------- ------- -------- --------
Total Other Expenses 2,229 3,860 10,327 11,297
------- ------- -------- --------
Equity in Earnings (Loss) of Equity
Investments -- -- -- (40)
------- ------- -------- --------
Income (Loss) from Continuing Operations
Before Tax Provision, Minority Interest
in Consolidated Subsidiary, and
Extraordinary Item (933) (13,621) (1,645) (9,666)
Provision (Benefit) for Income Taxes (36) (6,192) (460) (4,231)
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
(Income) Loss of Minority Interest in
Consolidated Subsidiary from
Continuing Operations - 2,575 1,200 1,975
------ ------- ------ -------
Income (Loss) from Continuing Operations (897) (4,854) 15 (3,460)
DISCONTINUED OPERATIONS:
Income (Loss) from Discontinued
Operations of Jupiter National (Less
Applicable Income Tax of $141 and
$721 for the three months and $5,178
and $2,069 for the twelve months,
respectively) net of minority interest in
income of $0 and $703, for the three
months and $1,083 and $1,379 for the
twelve months, respectively 199 526 4,921 949
Loss on Disposal of Jupiter National,
including provision of $628 for the
twelve months (less applicable income
tax benefit of $2,847) 653 -- (1,537) --
------ ------- ------ -------
Income from Discontinued Operations 852 526 3,384 949
------ ------- ------ -------
Extraordinary Item, (less applicable income
taxes of $323),-Loss on Early
Extinguishment of Debt -- -- 527 --
------ ------- ------ -------
Net Income (Loss) (45) (4,328) 2,872 (2,511)
Preferred Dividends 41 -- 125 --
------ ------- ------ -------
Earnings (Loss) Applicable to Common
Stock (86) (4,328) 2,747 2,511
====== ======= ====== =======
Earnings (Loss) Per Share:
Continuing Operations (09) (46) (01) (33)
Discontinued Operations 08 05 32 09
Extraordinary Item -- -- (05) --
------ ------- ------ -------
Total (01) (41) (26) (24)
====== ======= ====== =======
Dividends Per Share 10 10 40 40
====== ======= ====== =======
Weighted Average Number of Common and
Common Equivalant shares
Outstanding 10,363 10,565 10,703 10,565
====== ======= ====== =======
</TABLE>
2
