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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-1)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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JOHNSTON INDUSTRIES, INC.
(Name of Subject Company (Issuer))
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JI ACQUISITION CORP.
(Name of Filing Person (Offeror))
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COMMON STOCK, $.10 PAR VALUE
(Title of Class of Securities)
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479368102
(CUSIP Number of Common Stock)
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Roy R. Bowman
CGW Southeast Partners IV, L.P.
Twelve Piedmont Center, Suite 210
Atlanta, Georgia 30305
Telephone: (404) 816-3255
(Name, Address, and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Sidney J. Nurkin, Esq.
Mark F. McElreath, Esq.
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
Telephone: (404) 881-7000
[X] 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: [ ]
News Release
CGW SOUTHEAST PARTNERS IV
AGREES TO BUY JOHNSTON INDUSTRIES, INC.;
PLANS $3 A SHARE CASH TENDER OFFER
COLUMBUS, GA, MARCH 31, 2000 - CGW Southeast Partners IV and Johnston
Industries, Inc. (NYSE:JII) today jointly announced the signing of a definitive
Purchase Agreement whereby CGW will acquire up to 100 percent of the outstanding
shares of Johnston common stock. The transaction will be structured as a cash
tender offer. Pursuant to the Agreement, CGW will pay $3.00 per share for each
of the approximately 10.7 million outstanding shares of Johnston common stock.
At the time the tender offer closes, CGW will also invest approximately $27.0
million in the company, as a purchase of common and preferred stock.
CGW expects to commence its cash tender offer for the Johnston shares
on or about April 7, 2000. The transaction is expected to be completed within
90 days. The transaction is subject to receipt by CGW of at least a majority of
Johnston common stock, which will include the direct purchase by CGW, as well as
customary regulatory approvals.
As a result of the transaction, Johnston will become a subsidiary of
CGW. Clark Ogle will remain as president and CEO of Johnston Industries. CGW
will maintain the corporate headquarters of Johnston in Columbus, Georgia, and
intends to maintain and operate substantially all of Johnston's current
manufacturing facilities.
CGW, headquartered in Atlanta, Georgia, is a Delaware limited
partnership organized to make strategic investments in distribution and
manufacturing businesses throughout the United States.
Johnston Industries, Inc. manufactures and 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 used in a wide variety of
applications.
This press release contains statements of a forward-looking nature
regarding future events, including without limitation, statements regarding
improvements in our order book, expected fourth quarter results and the effect
of weaknesses in our markets. These statements are only predictions and actual
events may differ materially as a result of risk factors, many of which are
outside of our control, including: continued or increased weakness in one or
more markets; our ability to sustain an increase in our upholstery substrate
order book; our ability to control costs or to offset pricing competition with
production efficiencies and economies of scale; and the loss of any key
personnel at a time that replacements are not available on terms advantageous to
the company. Please refer to documents that Johnston files from time to time
with the Securities and Exchange Commission for a further discussion of certain
factors that could cause actual results to differ materially from those
contained in the forward-looking statements.
CONTACT: Porter, LeVay & Rose, Inc.
Martin Skala, VP
Nicholas Patruno, Investor Relations
(212) 564-4700
(706) 641-3140
or
James J. Murray, Chief Financial Officer
(706) 641-3140
or
CGW:
Roy Bowman
(404) 816-3255
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER TO SELL SHARES OF JOHNSTON INDUSTRIES, INC. AT THE TIME THE OFFER IS
COMMENCED, JI ACQUISITION CORP. WILL FILE A TENDER OFFER STATEMENT WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION AND
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JOHNSTON INDUSTRIES, INC. WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT
WITH RESPECT TO THE OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION, WHICH
SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER
OFFER DOCUMENTS, AS WELL AS THE SOLICITATION/ RECOMMENDATION STATEMENT, WILL BE
MADE AVAILABLE TO ALL STOCKHOLDERS OF JOHNSTON INDUSTRIES, INC. AT NO EXPENSE
TO THEM. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE
RELATED LETTER OF TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS FILED WITH THE
COMMISSION) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE
AVAILABLE AT THE COMMISSION'S WEBSITE AT WWW.SEC.GOV.
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