<PAGE> 1
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. 2)
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)
-------------------
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
-------------------
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.
----------------- ---------------------
Form or Registration No.: Schedule TO Date Filed: April 7, 2000
--------------- -----------------------
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
<PAGE> 2
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: [ ]
<PAGE> 3
This Amendment No. 2 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 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented to add the following:
"On May 4, 2000, CGW Southeast Partners IV, L.P. and its wholly owned
subsidiary, JI Acquisition Corp., announced that the required waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act"), had expired. Early termination or expiration of the waiting period
under the HSR Act was a condition of the Offer, and such condition has now been
satisfied."
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to include the following
information:
(a)(11) Press Release dated May 4, 2000.
WAITING PERIOD EXPIRES UNDER HART-SCOTT-RODINO ANTITRUST
IMPROVEMENTS ACT FOR CGW SOUTHEAST PARTNERS IV, L.P. AND JI
ACQUISITION CORP'S ACQUISITION OF JOHNSTON INDUSTRIES, INC.
ATLANTA, Georgia -- May 4, 2000 -- CGW Southeast Partners IV, L.P. and its
wholly owned subsidiary, JI Acquisition Corp. ("JI"), today announced that the
required waiting period for JI's proposed acquisition of Johnston Industries,
Inc. (NYSE: JII) has expired under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, thus satisfying one of the conditions to the closing of JI's cash
tender offer for outstanding shares of common stock of Johnston Industries.
Under the tender offer, JI has offered to acquire all of the outstanding shares
of Johnston Industries for $3.00 per share. Johnston Industries currently has
approximately 10.7 million shares outstanding.
JI commenced its cash tender offer on April 7, 2000. The cash tender offer
remains subject to receipt by JI of at least 9.7% of the shares of Johnston
Industries and certain other customary conditions. Assuming all of such
conditions are met, shares tendered and not withdrawn will be accepted for
payment by JI following expiration of the tender offer period at midnight on
Friday, May 5, 2000.
MacKenzie Partners, Inc. is the Information Agent for the tender offer.
CGW is a Delaware limited partnership organized to make strategic
investments and distribution of manufacturing businesses throughout the United
States. CGW is headquartered in Atlanta, Georgia.
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.
Charlie Koons, 212-929-5500
<PAGE> 4
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
-----------------------------------
Name: James A. O'Donnell
-----------------------------------
Title: Secretary and Treasurer
-----------------------------------
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
-----------------------------------
Name: James A. O'Donnell
-----------------------------------
Title: Vice President
-----------------------------------
CGW Southeast Partners IV, L.L.C.
By: CGW, Inc., its Manager
/s/ James A. O'Donnell
-----------------------------------
Name: James A. O'Donnell
-----------------------------------
Title: Vice President
-----------------------------------
Dated: May 4, 2000
