<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Johnston Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.10 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
361619107
- --------------------------------------------------------------------------------
(CUSIP Number)
Estate of David L. Chandler, Deceased
c/o John Rau, Esq.
Gunster, Yoakley, Valdes-Fauli & Stewart, P.A.
777 S. Flagler Drive, Suite 500 East
West Palm Beach, Florida 33401
(561) 655-1980
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 22, 1998
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(Continued on following pages)
(Page 1 of 8 Pages)
<PAGE> 2
CUSIP NO. 361619107 13D PAGE 2 OF 8 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
The Estate of David L. Chandler, deceased
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
65-6277523
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
PF and OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Florida
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 5,174,239
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 5,174,239
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,174,239
---------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.27%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
---------------------------------------------------------------------
(Continued on following pages)
(Page 2 of 8 Pages)
<PAGE> 3
CUSIP NO. 371719107 13D PAGE 3 OF 8 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
Allyn P. Chandler
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Florida
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 750
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 5,174,239(1)
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 750
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
5,174,239(1)
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,174,989(1)
---------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.27%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
OO
---------------------------------------------------------------------
(1) Includes 5,174,239 shares held by The Estate of David L. Chandler,
deceased.
(Continued on following pages)
(Page 3 of 8 Pages)
<PAGE> 4
CUSIP NO. 371719107 13D PAGE 4 OF 8 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
Ann P. Chandler
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
State of Florida
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 93,058
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 5,174,239(1)
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 93,058
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
5,174,239(1)
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,267,297(1)
---------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.7%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
---------------------------------------------------------------------
(1) Includes 5,174,239 shares held by The Estate of David L. Chandler,
deceased.
(Continued on following pages)
(Page 4 of 8 Pages)
<PAGE> 5
Item 1. SECURITY AND ISSUER
The class of equity security to which this Schedule 13D relates is the
Common Stock, par value $.10 per share ("Johnston Common Stock"), of Johnston
Industries, Inc., a Delaware corporation ("Johnston" or the "Issuer"). The
principal executive offices of Johnston are located at 105 Thirteenth Street,
Columbus, Georgia 31901.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed by the Estate of David L. Chandler,
deceased (the "Estate"), as a result of Mr. Chandler's death on August 21,
1998. The Estate was opened with the Probate Court on September 22, 1998. The
Estate's address is P.O. Box 1350, Hobe Sound, Florida 33475. The personal
co-representatives of the Estate are Ann P. Chandler and Allyn P. Chandler.
During the last five years, neither Ann P. Chandler, nor Allyn P. Chandler has
been convicted in any criminal proceeding nor have they been a party to any
civil proceeding of a judicial or administrative body of competent
jurisdiction, and neither was nor is subject to any judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation with
respect to such laws. Ann P. Chandler and Allyn P. Chandler are both citizens
of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This Schedule 13D is being filed as a result of Mr. Chandler's death.
The securities were acquired by The Estate by operation of law upon the death
of Mr. Chandler. Therefore, this item is not applicable.
Item 4. PURPOSE OF TRANSACTION
The purpose of the transactions to which this Schedule 13D relates are
as follows:
The securities were acquired by the Estate as a result of David L.
Chandler's death. On October 22, 1998, Allyn P. Chandler was appointed a
director of Johnston. No other management changes were made. There are no
present plans or proposals to change the number or term of directors or to fill
any existing vacancies on the board.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
As of September 22, 1998, the Estate acquired sole voting and
investment power in the following shares of Johnston Common Stock:
(Continued on following pages)
(Page 5 of 8 Pages)
<PAGE> 6
Number of Shares of
Johnston
Common Stock Ownership Nature of Ownership
------------------- --------- -------------------
368,964 Direct ----------------
3,588,704 Indirect (2)
Options for
Johnston
Common Stock Exercise Price Expiration Date
------------ -------------- ---------------
180,000 $5.56 8/21/99
99,816 2.50 8/21/99
15,000 8.25 8/21/99
12,000 7.50 8/21/99
123,154 3.624 8/21/99
206,560 1.979 8/21/99
Term Convertible Notes
Convertible into Shares of
Johnston Common Stock
--------------------------
580,041
- ----------------------------
Total: 5,174,239 shares beneficially owned by the Estate as of
September 22, 1998. This amount equals 43.27% of the outstanding shares of the
Issuer, based on the shares outstanding as of July 4, 1998 (as reported in the
Issuer's Form 10-Q filed with the SEC on August 18, 1998).
Ann P. Chandler currently holds no shares of the Issuer directly. Ann
Chandler, as beneficiary, has the right to acquire within 60 days sole voting
and dispositive power of 93,058 shares of Johnston Common Stock consisting of
69,693 shares issuable upon conversion of term notes held by the Johnston
Industries, Inc. Deferred Compensation Trust, and 21,195 shares issuable upon
conversion of term notes held by the Jupiter Industries, Inc. Deferred
Compensation Trust.
- -------------------------
(2) Held by GRM Industries, Inc., a wholly-owned subsidiary of Redlaw
Industries, Inc. ("Redlaw"). As reported by the Estate on its Schedule
13D filed for Redlaw, the Estate beneficially owns approximately 67.7%
of Redlaw Common Stock.
(Continued on following pages)
(Page 6 of 8 Pages)
<PAGE> 7
Allyn P. Chandler, personal co-representative of the Estate is
president and chief executive officer of both Redlaw Industries, Inc.
("Redlaw") and GRM Industries, Inc. ("GRM"). Allyn P. Chandler holds 750 shares
of Johnston Common Stock.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Of the 3,588,704 shares of Johnston Common Stock held by GRM,
3,480,807 are pledged as security for GRM's loan from Comerica Bank in the
amount of $7,614,885.72.
Of the 368,964 shares of Johnston Common Stock held by the Estate,
247,789 shares are pledged as security for a loan with Chase Manhattan Bank in
the amount of $749,057.49 and 21,675 shares are held in a margin account at
Interstate/Johnson Lane against an outstanding balance of $36,376.99.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Loan Agreement between David L. Chandler and Chase
Manhattan Bank dated September 27, 1995.
(Continued on following pages)
(Page 7 of 8 Pages)
<PAGE> 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D of the Estate of
David L. Chandler, deceased, is true, complete and correct.
MARCH 3, 1999
-------------------------------------
(Date)
Estate of David L. Chandler, deceased
By: /s/ ALLYN P. CHANDLER
---------------------------------
(Signature)
Allyn P. Chandler, Co-Executor
By: /s/ ANN P. CHANDLER
---------------------------------
(Signature)
Ann P. Chandler, Co-Executor
(Continued on following pages)
(Page 8 of 8 Pages)
<PAGE> 1
EXHIBIT 1.
GRID TIME PROMISSORY NOTE
(Prime Rate-365-366-Day Basis)
$1,600,000 New York, New York
September 27, 1995
For value received, the undersigned unconditionally (and if more than
one, jointly and severally) promise(s) to pay to the order of THE CHASE
MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Bank"), at its principal office
located at 1 Chase Manhattan Plaza, New York, New York 10051, the principal
amount of ONE MILLION SIX HUNDRED THOUSAND DOLLARS ($1,600,000.00) or, if less,
the unpaid principal amount of each loan made to the undersigned by the Bank
and outstanding under this Note, on the maturity date(s) as shown on the
attached schedule or any continuation of the schedule.
The undersigned promise(s) to pay interest on the unpaid balance of
the principal amount of each such loan from and including the date of each such
loan to but excluding the due date of such loan at a variable rate per annum
equal to the rate of interest from time to time announced by the Bank at said
principal office as its prime commercial lending rate (the "Prime Rate") plus
1/2 % (the "Margin"). Interest shall be payable on the LAST day each calendar
MONTH (commencing on the first such date occurring after the date of the first
such loan) and on any payment of such principal. Any principal not paid when
due (whether at stated maturity, by acceleration or otherwise) shall bear
interest from and including the date due to but excluding the date paid in full
at a variable rate per annum equal to 2% above the prime Rate plus the Margin,
such interest to be payable ON DEMAND and on any payment of such principal. The
interest rate on this Note shall change in accordance with, and changes in such
interest rate shall be effective as of the effective date of, announcements by
the Bank of changes in the Prime Rate. Interest shall be calculated on the
basis of a year of 365 or 366 days, as the case may be, for the actual number
of days elapsed.
All payments under this Note shall be made in lawful money of the
United States of America and in immediately available funds at the Bank's
principal office specified above. If any loan evidenced by this Note becomes
due and payable on a Saturday, Sunday or a day that is not a banking day in New
York City, the maturity of such loan shall be extended to the next succeeding
banking day, and interest shall be payable for such extension on such loan at
the rate of interest specified in this Note. The Bank may (but shall not be
obligated to) debit the amount of any payment under this Note that is not made
when due to any deposit account of (any of) the undersigned with the Bank. If
the undersigned are more than one, all obligations of the undersigned under
this Note shall be joint and several. This Note may be prepaid without penalty.
The date, amount and maturity date of each loan under this Note and
each payment of principal, loan(s) to which such principal is applied (which
shall be at the discretion of the Bank) and the outstanding principal balance
of loans, shall be recorded by the Bank on its books and prior to
<PAGE> 2
any transfer of this Note (or at the discretion of the Bank, at any other time)
endorsed by the Bank on the schedule attached or any continuation of the
schedule. Any such endorsement shall be conclusive in the absence of manifest
error.
If any of the following events of default shall occur with respect to
any of the undersigned: (a) the undersigned shall fail to pay the principal of,
or interest on, this Note, or any other amount payable under this Note, as and
when due and payable; (b) any representation or warranty made or deemed made by
the undersigned in this Note or in any document granting security or support
(or otherwise executed in connection with this Note) or any third party
supporting or liable with respect to this Note (whether by guaranty,
subordination, grant of security or any other credit support, a "Third Party")
in any document evidencing the obligations of a Third Party (this Note and all
of the foregoing documents of the undersigned of a Third Party being the
"Facility Documents") or which is contained in any certificate, document,
opinion, financial or other statement furnished at any time under or in
connection with any Facility Document, shall prove to have been incorrect in
any material respect on or as of the date made or deemed made; (c) the
undersigned or any Third Party shall fail to perform or observe any term,
covenant or agreement contained in any Facility Document on its part to be
performed or observed; (d) the undersigned or any Third Party shall fail to pay
when due any indebtedness (including but not limited to indebtedness for
borrowed money) or if any such indebtedness shall become due and payable, or
shall be capable of becoming due and payable at the option of any holder
thereof, by acceleration of its maturity; or if there shall be any default by
the undersigned or any Third Party under any agreement relating to such
indebtedness; (e) the undersigned or any Third Party: (i) shall generally not,
or be unable to, or shall admit in writing its inability to pay its debts as
such debts become due; (ii) shall make an assignment of the benefit of
creditors; (iii) shall file a petition in bankruptcy or for any relief under
any law of any jurisdiction relating to reorganization, arrangement,
readjustment of debt, dissolution or liquidation; (iv) shall have any such
petition filed against it and the same shall remain undismissed for a period of
30 days or shall consent or acquiesce thereto; or (v) shall have had a
receiver, custodian or trustee appointed for all or a substantial part of its
property; (f) if the undersigned or any third party is an individual, such
individual shall die; (g) any Third Party Facility Document shall at any time
and for any reason cease to be in full force and effect or shall be declared
null and void, or its validity or enforceability shall be contested by the
relevant Third Party or such Third Party shall deny it has any further
liability or obligation under any Facility Document or shall fail to perform
its obligations under any Facility Document; (h) any security agreement or
other agreement (whether by the undersigned or any Third Party) granting a
security interest, lien, mortgage or other encumbrance securing obligations
under any Facility Document shall at any time and for any reason cease to
create a valid and perfected first priority security interest, lien, mortgage
or encumbrance in or on the property purported to subject to such agreement or
shall cease to be in full force and effect or shall be declared null and void,
or the enforceability of any such agreement shall be contested by any party to
such agreement, or such party shall deny it has any further liability or
obligation under such agreement or any such party shall fail to perform any of
its obligations under such agreement; THEN, in any such case, if the Bank shall
elect by notice to the undersigned, the unpaid principal amount of this Note,
together with accrued interest, shall become forthwith due and payable;
provided that in the case of an event of default under (e) above, the unpaid
principal amount of this Note, together with accrued interest, shall
immediately become due and payable without any notice or other action by the
Bank.
<PAGE> 3
The undersigned waive(s) presentment, notice of dishonor, protest and
any other notice or formally with respect to this Note.
The undersigned agree(s) to reimburse the Bank on demand for all
costs, expenses and charges (including, without limitation, fees and charges of
external legal counsel for the Bank and costs allocated by its internal legal
department) in connection with the interpretations, performance or enforcement
of this Note.
The undersigned consent(s) to the non-exclusive jurisdiction an venue
of the state of federal courts located in the City of New York. Service of
process by the Bank in connection with any dispute shall be binding on the
undersigned if sent to the undersigned by registered mail at the address(es)
specified below. The undersigned waive(s) any right the undersigned may have to
a jury trial.
This Note shall be governed by, and interpreted and construed in
accordance with, the law of the State of New York; provided that the foregoing
is not intended to limit the maximum rate of interest which may be charged or
collected by the Bank on this Note. If, under the law applicable to it, the
Bank may charge or collect such interest at a higher rate than is permissible
under the law of said State, in no case shall the interest on this Note exceed
the maximum amount which the Bank may charge or collect under such law
applicable to it.
Addresses for notices:
DAVID L. CHANDLER
- ---------------------------------- ---------------------------------
177 BEACH ROAD By
- ---------------------------------- -------------------------------
HOBE SOUND, FLORIDA 33455 By DAVID L. CHANDLER
- ---------------------------------- -------------------------------
Address(es) for notices:
- ---------------------------------- -------------------------------
By
- ---------------------------------- -------------------------------
By
- ---------------------------------- ---------------------------------
---------------------------------
SWORN TO AND SUBSCRIBED BEFORE NOTARY PUBLIC
ME THIS _____ DAY OF ________, 19__. MY COMMISSION EXPIRES:___________
