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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. 3)
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
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<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: [ ]
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This Amendment No. 3 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 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 8 is hereby amended and supplemented to add the following:
"At midnight, New York City time, on Friday, May 5, 2000, the offer
expired. Based on a preliminary count from the depositary for the offer,
9,002,189 shares of Johnston Industries, Inc. ("Johnston") common stock were
tendered pursuant to the offer, of which 73,581 shares were tendered pursuant
to notices of guaranteed delivery. Such tendered shares along with those to be
purchased by JI Acquisition Corp. ("JI") at the closing represent 91.2% of
Johnston's outstanding common stock. On May 6, 2000, effective as of 12:01
a.m., all shares validly tendered and not withdrawn prior to the expiration of
the offer were accepted for payment. JI and Johnston will now proceed to
complete a merger pursuant to which JI will acquire the remaining shares of
Johnston common stock for $3.00 per share in cash."
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to add the following:
(a)(12) Press release dated May 8, 2000.
CGW SOUTHEAST PARTNERS IV, L.P. AND JI ACQUISITION CORP. COMPLETES TENDER OFFER
FOR JOHNSTON INDUSTRIES, INC.
ATLANTA, Georgia -- May 8, 2000 - CGW Southeast Partners IV, L.P.
today announced that its wholly owned subsidiary, JI Acquisition Corp., has
completed its $3.00 per share tender offer for all outstanding shares of
Johnston Industries, Inc. (NYSE: JII). The offer expired, as scheduled, at
midnight, New York City time, on Friday, May 5, 2000.
As of the termination of the offer, based on a preliminary count from
the depositary for the offer, 9,002,189 shares of Johnston Industries' common
stock had been tendered and accepted for payment, including 73,581 tendered
pursuant to notices of guaranteed delivery. The closing of the transaction and
payment for the tendered shares is expected to take place on May 10, 2000.
The tendered shares and the shares of Johnston Industries' common
stock that JI Acquisition will purchase at the closing, represent 91.2% of
Johnston Industries' outstanding common stock. JI Acquisition and Johnston
Industries will proceed to complete a merger pursuant to which JI Acquisition
will acquire the remaining shares of Johnston Industries for $3.00 per share in
cash. The merger is expected to be completed on May 10, 2000.
CGW is a Delaware limited partnership organized to make strategic
investments in distribution and 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.
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 8, 2000
