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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14D-1)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Johnston Industries, Inc.
(Name of Subject Company (Issuer))
JI Acquisition Corp.
CGW Southeast Partners IV, L.P.
CGW Southeast Partners IV, L.L.C.
(Names of Filing Persons (Offeror))
Common Stock, $.10 par value
(Title of Class of Securities)
479368102
(CUSIP Number of Class of Securities)
Roy R. Bowman
JI Acquisition Corp.
c/o CGW Southeast Partners IV, L.P.
Twelve Piedmont Center
Suite 210
Atlanta, Georgia 30305
(404) 816-3255
(Name, Address, and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
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Copy to:
Sidney J. Nurkin, Esq.
Mark F. McElreath, Esq.
Alston & Bird LLP
One Atlantic Center
1201 W. Peachtree St.
Atlanta, Georgia 30309-3424
(404) 881-7000
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
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This Amendment No. 1 to the Schedule TO is filed by JI Acquisition Corp.,
a Delaware corporation (the "Purchaser") and wholly owned subsidiary of CGW
Southeast Partners IV, L.P., by CGW Southeast Partners IV, L.P., a Delaware
limited partnership, and by CGW Southeast Partners IV, L.L.C., a Delaware
limited liability company (individually and collectively "CGW"). This Schedule
TO relates to the offer by the Purchaser to purchase all outstanding shares of
common stock, par value $.10 per share (the "Shares"), of Johnston Industries,
Inc., a Delaware corporation ("Johnston"), at $3.00 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated April 7, 2000 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which together with any amendments or
supplements thereto, collectively constitute the "Offer"). The Offer to
Purchase and the Letter of Transmittal were filed as exhibits to the Schedule
TO filed by CGW on April 7, 2000.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 is hereby amended and supplemented by the following:
The first paragraph of Section 14 of the Offer to Purchase ("Conditions
of Offer") is hereby amended and restated in its entirety as follows:
"Notwithstanding any other provision of the offer, JI shall not be
required to accept for payment or pay for any shares tendered pursuant to
the offer, and may terminate or amend the offer and may postpone the
acceptance for payment of and payment for shares tendered, if the minimum
condition shall not have been satisfied, any applicable waiting period under
the Hart-Scott-Rodino Act shall not have expired or been terminated prior to
the expiration of the offer, or at any time on or after the date of the
Purchase Agreement, and prior to the expiration of the offer, any of the
following conditions shall exist:"
The second paragraph of Section 14 of the Offer to Purchase is hereby
amended and restated in its entirety as follows:
"The foregoing conditions are for the sole benefit of JI and CGW and may
be asserted by JI or CGW regardless of the circumstances giving rise to any
such condition or may be waived by JI or CGW in whole or in part at any time
and from time to time, prior to the expiration of the offer, in their sole
discretion. The failure by CGW or JI at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right; the waiver of
any such right with respect to particular facts and other circumstances shall
not be deemed a waiver with respect to any other facts and circumstances; and
each such right shall be deemed an ongoing right that may be asserted at any
time and from time to time prior to the expiration of the offer."
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SIGNATURES
After due 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.
JI Acquisition Corp.
By: /s/ James A. O'Donnell
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Name: James A. O'Donnell
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Title: Secretary and Treasurer
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CGW Southeast Partners IV, L.P.
By: CGW Southeast Partners IV, L.L.C.,
its General Partner
By: CGW, Inc., its Manager
/s/ James A. O'Donnell
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Name: James A. O'Donnell
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Title: Vice President
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CGW Southeast Partners IV, L.L.C.
By: CGW, Inc., its Manager
/s/ James A. O'Donnell
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Name: James A. O'Donnell
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Title: Vice President
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Dated: April 27, 2000
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