<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
479368-10-2
-----------
CUSIP NUMBER
1-6687
-----------
SEC FILE NUMBER
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: January 1, 2000
---------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _________________________
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
Notification relates to entire filing.
- --------------------------------------
PART I-REGISTRANT INFORMATION
Full name of registrant: Johnston Industries, Inc.
Former name if applicable: Not applicable.
Address of principal executive office: 105 Thirteenth Street
City, State and Zip Code: Columbus, Georgia 31901
-1-
<PAGE> 2
PART II-RULE 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate) [x]
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject quarterly report on Form 10-K will be filed on or
before the fifteenth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III-NARRATIVE
State below in reasonable detail the reasons why Form 10-K could not be
filed within the prescribed time period. (Attach Extra Sheets if Needed)
The Registrant has experienced a delay in completing for Form 10-K for
the fiscal year ended January 1, 2000 which delay could not be overcome without
unreasonable effort and expense, as a result of the following:
1. The Registrant has just completed the process of negotiating an
agreement for the acquisition of the Registrant through a tender offer for a
significant portion of its stock and a related equity investment in the
Registrant by the acquiror. This transaction was announced publicly on March 31,
2000. This process, which has taken several months of intense negotiations to
complete, has resulted in a reallocation of management's resources, preventing
the timely completion of the Form 10-K without unreasonable effort or expense.
2. The Registrant, in addition to negotiating the sale noted above, has
also been involved in negotiations to refinance its existing debt in conjunction
with the proposed acquisition. This process has also required the Registrant to
reallocate resources from the Form 10-K completion. Further, the completion of
these negotiations and receipt of a commitment letter from the lending
institutions was a precondition to the issuance of the auditors report on the
financials. The commitment letter was received late in the day on March 30th.
PART IV-OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Jim Murray, Chief Financial Officer Phone: (706) 641-3140
-----------------------------------
-2-
<PAGE> 3
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[x] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[x] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
-3-
<PAGE> 4
Johnston Industries, Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
By: /s/ James J. Murray
---------------------------------
Name: James J. Murray
Title: Executive Vice President and
Chief Financial Officer
Date: April 3, 2000
-4-
<PAGE> 5
Attachment A
The Registrant expects to report substantially larger losses for the
fiscal year ended January 1, 2000 as compared to the prior fiscal year. The
Registrant reported losses of $6,338,000 through the nine months ended October
2, 1999 compared to losses of $1,363,000 for the nine months ended October 3,
1998. Further, the Registrant expects to report a loss for its fourth fiscal
quarter ended January 1, 2000 in line with the average of the previous three
quarters, compared to net income of $755,000 for the fourth quarter of 1998. The
results for the fourth quarter ended January 1, 2000 will reflect substantially
lower LIFO income than 1998 and are also expected to reflect provisions for
losses stemming from guarantees of the obligations of certain former employees
and officers.
-5-
