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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
Johnston Industries, Inc.
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(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
479368102
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(CUSIP Number)
Copy to:
Jerry Zucker H. Kurt von Moltke
c/o The InterTech Group, Inc. Kirkland & Ellis
Post Office Box 5205 200 E. Randolph Drive
North Charleston, South Carolina 29405 Chicago, Illinois 60601
(803) 744-5174 (312) 861-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 2, 1999
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Page 1 of 6 Pages
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CUSIP NO. 479368102 13D Page 2 of 6 Pages
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NAME OF REPORTING PERSON
1 Jerry Zucker
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4 PF, OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States
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SOLE VOTING POWER
7 1,166,900
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 -0-
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9 1,166,900
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 -0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,166,900
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.9%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 Pages
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Item 1. Security and Issuer.
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The class of equity security to which this Schedule 13D relates is the
Common Stock ("Johnston Common Stock"), par value $.10 per share
("Share"), 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.
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This Statement is being filed by Jerry Zucker (the "Reporting
Person"), by virtue of his purchases of certain Shares and resulting
beneficial ownership of greater than 5% of the outstanding Shares of
the Johnston Common Stock.
(a) Names: The name of the Reporting Person is Jerry Zucker.
(b) Business Address: The principal business address of Mr. Zucker is
Post Office Box 5205, North Charleston, SC 29405.
(c) Principal Occupation and the Name, Principal Business and Address
of any Corporation or Organization: Mr. Zucker is the chief
executive of The InterTech Group, Inc. and Polymer Group, Inc.
The InterTech Group, Inc. invests in manufacturers of a wide and
diverse variety of polymer and elastomer products. The principal
business of Polymer Group, Inc., is the manufacture and marketing
of non-woven and woven polyolefin products. The address of The
InterTech Group, Inc. and Polymer Group, Inc. is Post Office Box
5205, North Charleston, SC 29405.
(d) Criminal Proceedings: During the past five years, Mr. Zucker has
not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Securities Laws: During the past five years, Mr. Zucker has not
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activity subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Citizenship: Mr. Zucker is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
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Mr. Zucker has purchased an aggregate of 1,166,900 Shares for total
consideration of $2,598,421.90. Such funds were provided in part from
Mr. Zucker's personal funds and in part by margin account loans from
Morgan Stanley Dean Witter extended in the ordinary course of
business.
Page 3 of 6 Pages
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Item 4. Purpose of Transaction.
----------------------
Mr. Zucker purchased the Shares for investment purposes. Mr. Zucker is
continuing to review the performance of his investments and his
investment alternatives. As part of his ongoing review of his
investment in the Shares, Mr. Zucker may explore from time to time a
variety of alternatives, including the acquisition of additional
securities of the Issuer or the disposition of securities of the
Issuer in the open market or in privately negotiated transactions. Mr.
Zucker may explore other alternatives with respect to his investment
in the Shares, including but not limited to an extraordinary corporate
transaction involving the Issuer, changes in the present Board or
management of the Issuer, or changes in the Issuer's business or
corporate structure.
Although the foregoing reflects activities presently contemplated by
Mr. Zucker with respect to the Issuer, the foregoing is subject to
change at any time, and there can be no assurance that Mr. Zucker will
take any of the actions referred to above.
Item 5. Interest in Securities of the Issuer.
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(a) Amount Beneficially Owned:
Mr. Zucker beneficially owns 1,166,900 Shares. Based on
10,721,872 Shares outstanding, Mr. Zucker beneficially owns 10.9%
of the outstanding Shares.
(b) Number of Shares as to which Mr. Zucker has:
(i) Sole power to vote or to direct the vote:
1,166,900
(ii) Shared power to vote or to direct the vote:
-0-
(iii) Sole power to dispose or to direct the disposition
of:
1,166,900
(iv) Shared power to dispose or to direct the disposition
of:
-0-
(c) Transactions Within the Past 60 Days: In the past 60 days, the
following transactions have occurred involving Mr. Zucker.
Page 4 of 6 Pages
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<TABLE>
<CAPTION>
Person Who Effected Transaction Number of Price Per
the Transaction Date Shares Purchased Share
------------------- ----------- ---------------- ---------
<S> <C> <C> <C>
Jerry Zucker July 28 300,000* $2.00
Jerry Zucker September 2 561,000 2.375
Jerry Zucker September 9 25,000 2.25
Jerry Zucker September 10 50,000 2.375
Jerry Zucker September 10 3,000 2.25
Jerry Zucker September 13 5,000 2.375
</TABLE>
* Purchases on this date consisted of five transactions,
each at $2.00 per Share, in the following amounts:
150,000, 50,000, 40,000, 40,000 and 20,000 Shares.
All purchases except the September 2 purchase of 561,000 shares
were effected through unsolicited brokers' transactions on the
New York Stock Exchange. The September 2, 1999 purchase of
561,000 shares was effected through a block trade in accordance
with the rules of the New York Stock Exchange.
(d) Right to Receive or Power to Direct: No person other than the
Reporting Persons has the right to receive or the power to direct
the receipt of dividends from or the proceeds from the sale of
the Common Stock owned beneficially by any of the Reporting
Persons.
(e) Date Reporting Person Ceased to be 5% Owner: Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer.
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None.
Item 7. Materials to be Filed as Exhibits.
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None.
Page 5 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: September 13, 1999
/S/ Jerry Zucker
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Print Name: Jerry Zucker
Page 6 of 6 Pages
