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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. 4 -- Final Amendment)
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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CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
Transaction valuation* Amount of filing fee
---------------------- --------------------
<S> <C>
$32,138,616 $6,427.72
</TABLE>
*For purposes of calculating amount of filing fee only. This amount assumes the
purchase of 10,712,872 shares of common stock of Johnston Industries, Inc. at
the offer price of $3.00 per share. The amount of the filing fee, calculated in
accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended,
equals 1/50 of 1% of the transaction value.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $6,427.72 Filing Party: JI Acquisition Corp.
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Form or Registration No.: Schedule TO Date Filed: April 7, 2000
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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: [X]
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This Amendment No. 4, constituting the final amendment, to the Schedule TO
is filed by JI Acquisition Corp., a Delaware corporation (the "Purchaser") and
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 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 8 is hereby amended and supplemented to add the following:
On Wednesday, May 10, 2000, JI Acquisition Corp. ("JI") paid for 8,928,608
shares of the common stock of Johnston Industries, Inc. ("Johnston"), which were
validly tendered and not withdrawn prior to the expiration of the offer. Such
tendered shares along with the additional common stock purchased by JI at the
closing represent approximately 90.8% of Johnston's outstanding common stock. In
addition, on May 10, 2000, JI completed a short-form merger of a wholly owned
subsidiary and Johnston, whereby all of the shares held by stockholders of
Johnston who did not tender their shares in the offer were converted into the
right to receive $3.00 in cash."
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to add the following:
(a)(13) Press release dated May 11, 2000.
CGW SOUTHEAST PARTNERS IV, L.P., BANCBOSTON CAPITAL, INC. AND JI
ACQUISITION CORP. COMPLETE TENDER OFFER FOR JOHNSTON INDUSTRIES, INC.
ATLANTA, Georgia -- May 11, 2000 -- CGW Southeast Partners IV, L.P. and
BancBoston Capital, Inc. today announced that JI Acquisition Corp., which is
owned by CGW and BancBoston Capital, has successfully completed its $3.00 per
share cash tender offer for all outstanding shares of Johnston Industries, Inc.
The offer expired, as scheduled, at midnight, New York City time, on Friday,
May 5, 2000.
JI Acquisition accepted for purchase and paid for 8,928,608 shares of
Johnston Industries' common stock which were validly tendered and not withdrawn
prior to the expiration of the offer. When combined with the additional common
stock of Johnston Industries purchased by JI Acquisition at the closing, these
shares represent approximately 90.8% of Johnston Industries' outstanding common
stock.
On May 10, 2000, JI Acquisition completed a short-form merger of a wholly
owned subsidiary and Johnston Industries, whereby all stockholders of Johnston
Industries who did not tender their shares will also receive $3.00 per share.
The Bank of New York, Johnston Industries' transfer agent, will forward to
Johnston Industries stockholders who did not tender their shares in the tender
offer detailed instructions regarding how to surrender their stock certificates
in order to receive the $3.00 per share cash merger consideration. Johnston
Industries stockholders should not submit their stock certificates to the
transfer agent until they have received these materials.
Johnston Industries, Inc. markets engineered textile products, primarily
for industrial and home furnishings end uses. One of its subsidiaries, Johnston
Industries Composite Reinforcements Inc. makes Vectorply(R) and other
sophisticated non-crimp multiaxial reinforcing fabrics from fiberglass, carbon
and aramid fibers for a wide variety of applications.
CONTACT: MacKenzie Partners, Inc.
Joseph Doherty
(212) 929-5500
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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: May 11, 2000
