Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________
JOHNSON CONTROLS, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-0380010
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5757 North Green Bay Avenue
P.O. Box 591
Milwaukee, Wisconsin 53201
(414) 228-1200
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)
______________________________
John P. Kennedy
Vice President, Secretary and General Counsel
Johnson Controls, Inc.
5757 North Green Bay Avenue
P.O. Box 591
Milwaukee, Wisconsin 53201
(414) 228-1200
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
______________________________
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
________________________
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) of the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
_________________
CALCULATION OF REGISTRATION FEE
Title of Each Amount Proposed Proposed
Class of to be Maximum Maximum Amount of
Securities Registered(1) Offering Aggregate Registration
to be Price Offering Fee
Registered Per Unit (2) Price (2)
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Common Stock,
$.16-2/3 par
value, with
attached Common 500,000
Stock Purchase shares and
Rights . . . . rights $66.625 $33,312,500 $11,487.07
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(1) Each share of Johnson Controls, Inc. Common Stock issued will have
attached thereto one Common Stock Purchase Right.
(2) Estimated in accordance with Rule 457(a) under the Securities Act of
1933 solely for purposes of calculating the registration fee based
upon reported prices for November 27, 1995.
________________________
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
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<PAGE>
500,000 Shares
Johnson Controls, Inc.
Automatic Dividend Reinvestment and Common Stock Purchase Plan
Common Stock, $0.16-2/3 Par Value, With Attached Common Stock Purchase
Rights
Johnson Controls, Inc. (the "Company") hereby offers to
participants in its Automatic Dividend Reinvestment and Common Stock
Purchase Plan (the "Plan") an opportunity to purchase Common Stock,
$0.16-2/3 par value ("Common Stock"), in the Company under the Plan. Each
share of Common Stock purchased under the Plan will include one right to
purchase Common Stock (collectively, the "Rights"), as described in
"Description of Plan--Rights." Participation in the Plan is open to
- holders of Common Stock,
- holders of any Preferred Stock of the Company,
- persons not presently shareholders of the Company upon payment
of $50 or more, and
- eligible employees ("Employee Participants") of the Company or
a subsidiary of the Company (collectively, the
"Participants").
Participants holding stock in the Company may use their quarterly
Common Stock and/or Preferred Stock dividends to purchase Common Stock.
In addition, all Participants have the option of making supplemental cash
payments of not less than $50 per payment ($10 per month through payroll
deductions for Employee Participants) subject to a maximum of $15,000 per
calendar quarter to purchase additional shares of Common Stock and to have
the dividends on such stock reinvested under the Plan. See "Description
of Plan."
The price of each share of the Common Stock purchased under the
Plan will be 100% of market value, determined as provided in the Plan.
Participants do not pay any brokerage fee or commission when they purchase
shares under the Plan. The Company bears the cost of administering the
Plan.
Employee Participants should read Appendix A for a discussion of
certain matters relating to the Plan that apply specifically to Employee
Participants.
Except when otherwise indicated by the context, any masculine
terminology used herein shall also include the feminine gender, and the
definition of any term herein in the singular shall also include the
plural.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES REGULATORY
AUTHORITY NOR HAS THE COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is 11-__-95.
<PAGE>
The Company
Johnson Controls, Inc. (the "Company") is a corporation organized
under the laws of the State of Wisconsin and is primarily engaged in the
supply of facilities managements systems for non-residential buildings,
automotive seating, automotive batteries and plastic containers. The
principal executive offices of the Company are located at 5757 North Green
Bay Avenue, P.O. Box 591, Milwaukee, Wisconsin 53201-0591, and its
telephone number is (414) 228-1200.
Use of Proceeds
The Company has no specific plan for the net proceeds to be
received from the sales, if any, of authorized but unissued shares of
Common Stock under the Plan. Rather, the Company offers the shares for
the purposes set out below, and any net proceeds will be applied toward
general corporate purposes.
Description of Plan
Set forth below are the provisions of the Plan, as amended to date.
Future amendments to the Plan by the Company or the Trust Company will be
effective immediately upon mailing of notice to Participants.
Purpose
The purposes of the Plan are twofold. First, it provides
Participants with a convenient and economical method of reinvesting cash
dividends and making additional limited cash investments in shares of
Common Stock at regular intervals. Second, the Plan provides the Company
with the ability to sell its authorized but unissued shares of Common
Stock to Participants which will raise funds to increase its equity base
and for investment and other general corporate purposes.
Advantages
Participants will not pay any commissions or service charges in
connection with purchases under the Plan. Full investment of funds is
possible because the Plan permits fractions of shares, as well as full
shares, to be credited to Participants' accounts. Participants can avoid
the responsibility for safekeeping of certificates for shares purchased
under the Plan and will be furnished a statement of account after each
purchase of shares. Participation in the Plan is entirely voluntary and
may be terminated at any time.
Administration
Firstar Trust Company, Milwaukee, Wisconsin (the "Trust Company"),
administers the Plan and will acquire shares of Common Stock as agent for
Participants.
Eligibility for Plan Participation
Any holder of record of the Common Stock or the Company's Preferred
Stock ("Preferred Stock") is eligible to participate in the Plan.
Beneficial owners of the Common Stock or the Preferred Stock whose shares
are held for them in registered names other than their own, such as in the
names of brokers, nominees or trustees, must take such steps as they deem
appropriate to become a holder of record to qualify for Plan
participation. Nonshareholders may begin participating by making an
initial cash payment of $50 to $15,000 through the Plan.
MANNER OF PARTICIPATION
Shareholders
To participate in the Plan, those who are already shareholders of
the Company must sign and mail the attached Authorization Form to Firstar
Trust Company, Corporate Trust Department, P.O. Box 3078, Milwaukee,
Wisconsin 53201. Forms may also be delivered to the Corporate Trust
Department of the Trust Company. Authorization Forms will be provided
from time to time by mail to all shareholders and will be furnished at any
time upon request made to the Shareholder Services Department of the
Company. Separate Authorization Forms are required for Preferred and
Common Stock. Participation will commence with the next cash dividend
payment date after receipt of the Authorization Form, provided it is
received by the Trust Company at least three days prior to the date of
record for such dividend. If authorization is not received by that date,
participation will be delayed until the next cash dividend payment date.
Any shareholder of the Company may participate in the Plan by
reinvestment of dividends on all or part of his shares of Common Stock
and/or Preferred Stock of the Company.
Nonshareholders
With limited exceptions described below, any person who is not
currently a shareholder of the Company may participate in the Plan by
signing and mailing the attached Authorization Form with a check or money
order in amounts from $50 to $15,000 drawn in favor of "Firstar Trust
Company" as an initial cash investment. All amounts received must be in
United States dollars. The Authorization Form and remittance should be
mailed or delivered to the Trust Company, which will send a receipt to the
Participant for such investment. The Trust Company will use the initial
cash investment to purchase shares of Common Stock as described below and
all dividends on such shares will be reinvested for the Participant. The
Company reserves the right to prohibit participation in the Plan by
nonshareholders who reside in a state where (i) participation the Plan by
nonshareholders who reside in such state would require the Company to take
special action under the securities or "blue sky" laws of such state and
(ii) the Company has not yet taken such action. In any such case, this
Prospectus shall not be deemed an offer to sell Common Stock to
nonshareholders in such state and the Company will direct the Trust
Company to return any Authorization Form and remittance tendered by any
nonshareholder who resides in such state.
Supplemental Cash Investments
Participants may also make supplemental cash investments at any
time after the first reinvestment of their dividends or initial cash
investments in amounts from $50 ($10 per month through payroll deductions
in the case of Employee Participants), not to exceed $15,000 per calendar
quarter when combined with the amount of any initial cash investment. All
amounts received must be in United States dollars. Each supplemental
investment by a Participant shall be made by cash or by check or money
order drawn in favor of "Firstar Trust Company" and mailed or delivered to
the Trust Company with the remittance advice furnished by the Trust
Company for the purpose. The Trust Company will send a receipt to the
Participant for each such investment. The Trust Company will use the
supplemental cash investment to purchase shares of Common Stock as
described below and all dividends on such shares will be reinvested for
the Participant. A Participant may request the Trustee to return by mail
any amount sent to the Trustee for supplemental cash investment, and not
yet invested, by furnishing to the Trustee a written notice requesting
such return received by the Trustee at least 48 hours prior to the next
purchase date.
Purchase of Stock by Trust Company
As agent for the Participant, the Trust Company will apply all
funds received by it from or on behalf of the Participant to the purchase
of shares of the Common Stock for the account of the Participant. Shares
purchased under the Plan will normally be outstanding shares. Funds
representing cash dividends (both on stock held in the name of the
Participant and on any full or fractional shares held under the Plan) will
be applied to the purchase of Common Stock on the cash dividend payment
date or as soon as practicable thereafter. Initial and supplemental cash
investments received by the Trust Company from Participants, and any
proceeds from the sale of Common Stock subscription rights received by the
Trust Company on behalf of Participants, on or before the 25th of any
month will be invested by the Trust Company in Common Stock on the last
business day of such month or as soon as practicable thereafter; any such
funds received by the Trust Company after the 25th day of any month shall
be so invested by the Trust Company on the last business day of the
following month or as soon as practicable thereafter. In any event,
however, Common Stock will be purchased within 35 days of receipt of
supplemental cash payments or within 30 days of the payment date for
dividend reinvestments, or funds will be returned to the Participant. If
the funds received from or on behalf of a Participant are insufficient to
buy a full share (or shares), the Trust Company will credit the
Participant's account with a fractional share computed to three decimal
places. The Trust Company may make purchases of outstanding shares of
Common Stock for the Plan on any securities exchange where such stock is
traded, in the over-the-counter market, or in negotiated transactions, on
such terms as to price, delivery and otherwise as the Trust Company in its
sole discretion may determine, and subject to any applicable Federal
securities laws and guidelines established by the Securities and Exchange
Commission. The Trust Company shall have no liability in connection with
its inability to purchase shares or the timing of any purchase. For a
number of reasons, including observance of the rules and regulations of
the Securities and Exchange Commission or other regulatory agencies
requiring temporary curtailment or suspension of purchases, the
application of all or part of the amount of funds available in the
Participant's account for purchase of shares might be delayed from time to
time. No interest will be paid on funds held by the Trust Company pending
investment.
The Company reserves the right to instruct the Trust Company, not
less than 10 days prior to any proposed purchase for the Plan, to purchase
authorized but unissued shares of Common Stock from the Company. However,
the Company cannot change its determination that shares purchased for the
Plan will be purchased from the Company or in the open market more than
once in any 12 month period. Further, the Company cannot exercise such
right absent a documented determination by the Company's Board of
Directors or its Chief Financial Officer that the Company's need to raise
additional capital has changed or that there is another valid reason for
such change.
Price to Participants
In making purchases for the Participant's account the Trust Company
will commingle the Participant's funds with those of other Participants.
The price at which the Trust Company shall be deemed to have acquired
outstanding shares for the Participant's account shall be the average
price of all outstanding shares purchased by the Trust Company as agent
for the Participants. The price at which the Trust Company shall acquire
newly issued shares from the Company for the Participant's account shall
be the average of the highest and lowest prices, carried to four decimal
places, of the Common Stock reported as New York Stock Exchange --
Composite Transactions on the cash dividend payment date or other date of
purchase. If no trading occurs on the New York Stock Exchange in the
Common Stock on the cash dividend payment date or other date of purchase,
the price will be determined with reference to the next preceding date on
which the Common Stock is traded on the Exchange. In the event that
investment under the Plan is at any time made in both newly issued and
already outstanding shares, such shares shall be allocated proportionately
among the accounts of all Participants for whom funds are being invested
at that time.
Statements and Reports to Participants
As soon as practicable after each purchase, the Trust Company will
furnish to each Participant for whom a purchase was made a detailed
statement showing transactions in the Participant's account since the
immediately preceding purchase, including among other things, the net
dollars invested, the price paid per share, and the number of full and
fractional shares purchased during the current period and to date. At the
end of each year, the Trust Company will report to each Participant on the
appropriate federal tax form the dividends credited to his account for
that year on the shares held for him in the name of the Trust Company's
nominee and the dividends credited to his account on the shares registered
in his name.
Custody of Stock and Issuance of Certificates
The Trust Company will hold the shares of all Participants together
in the name of its nominee, and all cash dividends on those shares will be
reinvested. No certificates will be issued in a Participant's name for
full shares in his account unless he so requests the Trust Company in
writing from time to time prior to, or at, termination of his account.
Such requests shall be handled without charge to the Participant. No
fractional share certificates will be issued. Unless the Participant
terminates his account, obtaining certificates will not affect the
reinvestment of dividends on such shares.
Cost to Participants
All service charges for the Trust Company's services in
administering the Plan and all brokerage commissions for purchasing shares
will be paid for by the Company.
Voting of Shares Held Under the Plan
The Trust Company will vote at shareholders' meetings any full
shares in the Participant's account in accordance with the proxies
returned to the Company by the Participant with respect to shares of the
Company's stock registered in the Participant's name. Such shares will
not be voted if no proxy or instructions are given by the Participant.
Withdrawal or Sale of Shares From Account
A participant may withdraw or sell less than all of the shares of
Common Stock held in his account by giving written notice to the Trust
Company. If a Participant desires to withdraw shares, the Trust Company
will, promptly upon receipt of written notice, issue and deliver to the
Participant a certificate representing such shares. If a Participant
desires to sell shares, the Trust Company will sell such shares and send
the Participant the proceeds less any commissions. Generally, sales are
made at the current market price on either Tuesday or Friday within ten
business days of receipt of the Participant's written sales request.
Sales requests may be accumulated by the Trust Company, but no sales
transactions will be delayed more than ten business days. Such shares
may, if funds are available and the Trust Company is so directed by the
Company, be purchased by the Trust Company for investment under the Plan
at the market price at which such shares otherwise would have been sold.
Termination of Account
A Participant may terminate his account not less than 30 days prior
to any cash dividend payment date by giving written notice of termination
to the Trust Company. Any such notice received less than 30 days prior to
such cash dividend payment date shall not be effective until dividends and
other accumulated funds, if any, have been invested and credited to his
account. The Trust Company may terminate any account by notice in writing
to the Participant. In the event of termination by either the Trust
Company or the Participant, the Participant may elect to receive either
stock or cash for all the full shares in his account. If the
Participant's account with the Trust Company is terminated and he elects
to have his shares in the Plan sold, the Trust Company will make such sale
and send him the proceeds less any commissions and a service charge of
$5.00. Generally, sales are made at the current market price on either
Tuesday or Friday within ten business days of receipt of the Participant's
written sales request. Sales requests may be accumulated by the Trust
Company, but no sales transactions will be delayed more than ten business
days (except during dividend payment periods). Such shares may, if funds
are available and the Trust Company is so directed by the Company, be
purchased by the Trust Company for investment under the plan at the market
price at which such shares otherwise would have been sold. If no election
is made by the Participant, a certificate for the stock will be issued and
delivered to the Participant for all full shares. In any event, any
fractional interest in a share will be converted to cash at the current
market price on the date of termination. In every case of termination,
uninvested supplemental cash investments credited to the Participant's
account will be distributed in cash.
Stock Dividends, Issuance of Rights and Other Distributions
Any stock dividends or stock splits distributed by the Company on
shares held by the Trust Company for the Participant will be credited to
the Participant's account. In the event that the Company makes available
to holders of Common Stock rights to purchase additional shares of Common
Stock or other securities (including the Rights), the Trust Company will
sell the rights accruing to all shares held by the Trust Company for the
Participants (if and when such rights become independently traded) and
will apply the net proceeds of such sale to the purchase of Common Stock.
However, the Company will, in advance of a subscription offer (or, if such
rights may not be independently traded upon issuance, prior to the date on
which such rights trade independently), inform each Participant that if he
does not want the Trust Company to sell his rights and invest the
proceeds, it will be necessary for him to transfer all full shares held
under the Plan to his own name by a given date. This will permit the
Participant to exercise, transfer or sell the rights on such shares. In
the event that rights (including the Rights) issued by the Company are
redeemed prior to the date that such rights trade independently, the Trust
Company will invest the resultant funds in additional shares of Common
Stock.
In the event that the Company distributes to holders of Common
Stock any securities (other than shares of Common Stock or rights to
purchase additional shares of Common Stock or other securities), such
securities (other than fractional shares thereof) accruing to all shares
of Common Stock held by the Trust Company for each Participant will be
transferred to such Participant's own name. Such securities will not be
credited to the Participant's account or sold by the Trust Company on the
Participant's behalf.
Rights
On November 29, 1984, rights declared as a dividend by the Board of
Directors of the Company were issued to holders of Common Stock, and such
rights have since expired. Effective as of November 30, 1994, the Board
of Directors of the Company declared a dividend of the Rights. The Rights
are not presently exercisable, but 10 days after a person or group
acquires 20% or more of the Common Stock or 10 business days (subject to
extension) after a person or group announces a tender offer to acquire at
least 20% of the Common Stock, the Rights will become exercisable. The
Rights will entitle each holder of a Right to purchase one share of
authorized but unissued Common Stock for each Right, subject to
adjustment. The exercise price of each Right is $175.00. Upon the
occurrence of certain events, including the acquisition by any person or
group of 20% or more of the Common Stock, each Right, other than Rights
held by an acquiring party, will entitle the holder to purchase, at the
exercise price, Common Stock having a market value of two times the
exercise price. The Rights Agreement excludes from the effects thereof
the inadvertent acquisition of 20% or more of the Common Stock, provided
there is a prompt divestment to less than 20%. The Rights may be redeemed
as provided and subject to the limitations set forth in the agreement
setting forth the terms of the Rights; otherwise, the Rights expire on
November 30, 2004. The Company has prepared a Summary of Rights to
Purchase Common Shares, a copy of which is available free of charge from
the Company.
No Right to Draw Against Account
The Participant shall have no right to draw checks or drafts
against his account or to give instructions to the Trust Company with
respect to any shares or cash held therein except as expressly provided
therein.
Notices to Participant
Notices to the Participant may be given by letter addressed to the
Participant at his address of record with the Company. The Participant
agrees to notify the Company promptly in writing of any change of address.
Disposition of Shares
If a Participant disposes of all shares registered in his name,
whether or not in the account participating in the Plan (except in the
case where the Participant transfers such shares to the Trust Company to
be added to his account under the Plan), then the Trust Company will
request instructions from the Participant as to the disposition he wishes
to be made of shares in his account with the Trust Company. If the Trust
Company is unable to obtain instructions in such a case within 30 days
after the mailing of such request, it may terminate the account and have a
certificate issued and delivered for all full shares in the Plan together
with cash for any fractional interest in a share at the then current
market value, or it may in its discretion continue to reinvest the
dividends until otherwise instructed.
Amendment and Termination of Plan
The Plan may be amended, supplemented or terminated at any time by
the Company or the Trust Company by mailing appropriate notice to each
Participant at his last address of record and by giving proper notice to
the Trust Company or the Company, as the case may be. Any such amendment,
supplement or termination shall be effective immediately upon the mailing
of notice to Participants. No waiver or modification hereof shall be
deemed to be made by the Trust Company unless in writing and signed on the
Trust Company's behalf, and each waiver or modification, if any, shall
apply only to the specific instance involved. The Company shall be under
no obligation to continue to pay dividends to the Trust Company under the
Plan if it gives proper notification to each Participant and to the Trust
Company of its intent to terminate such dividend payments.
Duties and Responsibilities
Neither the Company, the Trust Company, nor its nominee shall have
any responsibility beyond the exercise of ordinary care for any action
taken or omitted pursuant to the Plan, nor shall they have any duties,
responsibilities or liabilities except such as are expressly set forth
herein. Neither the Company nor the Trust Company shall be liable
hereunder for any act done in good faith or for any good faith omission to
act including, without limitation, any claims of liability (a) with
respect to the prices at which shares are purchased or sold for a
Participant's account and the times when such purchases or sales are made,
(b) for any fluctuation in the market value after purchase or sale of
shares, or (c) arising out of failure to terminate the Participant's
account upon such Participant's death prior to receipt of notice in
writing of such death.
State Regulation
The terms and conditions of the Plan shall governed by the laws of
the State of Wisconsin. Section 180.1150 of the Wisconsin Business
Corporation Law provides that the voting power of shares of an "issuing
public corporation," such as the Company, which are held by certain
persons in excess of 20% of the voting power of any such corporation shall
be limited to 10% of the full voting power of such excess shares. This
statutory voting restriction is not applicable to shares acquired directly
from the Company, shares acquired prior to April 22, 1986, and under
certain other circumstances.
Section 180.1141 of the Wisconsin Business Corporation Law provides
that a "resident domestic corporation," such as the Company, may not
engage in a "business combination" with an "interested stockholder" (a
person beneficially owning 10% or more of the aggregate voting power of
the Company's Common Stock) for three years after the date (the "stock
acquisition date") the interested stockholder acquired his 10% or greater
interest, unless the business combination (or the acquisition of the 10%
or greater interest) was approved before the stock acquisition date by the
corporation's board of directors. After the three-year period, a business
combination that was not so approved can be consummated only if it is
approved by the majority of the outstanding voting shares not held by the
interested stockholder or is made at a specified formula price intended to
provide a fair price for the shares held by noninterested stockholders.
Participants with significant holdings of the Company's stock are
advised to consult their attorney to determine the applicability and
effect of such provisions.
Certain Federal Income Tax Consequences
The following discussion sets forth the general federal income tax
consequences for an individual participating in the Plan. However, the
discussion is not intended to be an exhaustive treatment of such tax
consequences. Future legislative changes or changes in administrative or
judicial interpretation, some or all of which may be retroactive, could
significantly alter the tax treatment discussed herein. Accordingly, and
because tax consequences may differ among Participants in the Plan, each
Participant should discuss specific tax questions regarding participation
in the Plan with his or her own tax advisor.
In general, Participants in the Plan have the same federal income
tax consequences with respect to their dividends as do shareholders who
are not participants in the Plan. On the dividend payment date,
Participants will receive a taxable dividend equal to the cash dividend
reinvested, to the extent the Company has earnings and profits. This
treatment applies with respect to both the shares of Common Stock held of
record by such Participant and such Participant's Plan account shares of
Common Stock and even though such amount is not actually received in cash
but is instead applied to the purchase of shares of Common Stock for the
Participant's Plan account. If shares are purchased on the open market or
in a privately negotiated transaction, the Participant's share of
brokerage fees, if any, paid by the Company will also be taxed as an
additional dividend to that Participant, to the extent the Company has
earnings and profits.
Shares or any fraction thereof of Common Stock purchased on the
open market or in a privately negotiated transaction with reinvested
dividends will have a tax basis equal to the amount paid therefor,
increased by any brokerage fees treated as a dividend to the Participant.
Shares or any fraction thereof of Common Stock purchased from the Company
with reinvested dividends will have a tax basis equal to the amount of the
dividend. Whether purchased on the open market or in a privately
negotiated transaction or from the Company, the shares or any fraction
thereof will have a holding period beginning on the day following the
purchase date.
Participants that make an initial or supplemental cash investments
to the Plan will be deemed to have received an additional taxable dividend
in the amount of the Participant's pro rata share of the brokerage
commissions, if any, paid by the Company, to the extent the Company has
earnings and profits. Such brokerage commissions will only be incurred on
the purchase of the Common Stock in the open market or in privately
negotiated transactions. Shares or any fraction thereof purchased with
initial or supplemental cash payments will have a tax basis equal to the
amount of such payments increased by the amount of brokerage fees, if any,
treated as a taxable dividend to the Participant with respect to those
shares or fraction thereof. The holding period for such shares or
fraction thereof will begin on the day following the purchase date.
In contrast to the tax treatment described above with respect to a
Participant's share of brokerage fees, Participants should not be treated
as receiving an additional taxable dividend based upon their pro rata
share of the costs of administering the Plan which are paid by the
Company. However, there can be no assurances that the Internal Revenue
Service ("IRS") will agree with this position. The Company has no present
plans to seek formal advice from the IRS on this issue.
Participants will not recognize any taxable income when they
receive certificates for whole shares credited to their accounts, either
upon their requests for such certificates for whole shares credited to
their accounts, either upon their requests for such certificates or upon
withdrawal from or termination of the Plan. However, Participants will
recognize gain or loss when whole shares acquired under the Plan are sold
or exchanged either through the Plan at their request or by Participants
themselves after receipt of certificates for shares from the Plan.
Participants will also recognize gain or loss when they receive cash
payments for fractional shares credited to their accounts, upon withdrawal
from or termination of the Plan. The amount of gain or loss is the
difference between the amount which the Participant receives for his or
her shares or fractional shares and the tax basis thereof. Such gain or
loss will generally be a capital gain or loss, long-term or short-term
depending on the Participant's holding period. Presently, net long-term
capital gains of certain taxpayers are taxed at lower rates than other
items of taxable income.
Participants Subject to Income Tax Withholding
In the case of a participating foreign shareholder whose dividends
are subject to United States income tax withholding or a participating
domestic stockholder subject to backup withholding (because a correct
taxpayer identification number has not been furnished or otherwise), the
tax required to be withheld will be deducted from the amount of any cash
dividend otherwise to be applied to the purchase of shares for his or her
account under the Plan, and the amount of the dividend after such
deduction will be so applied. Since any such withholding tax applies also
to a dividend on shares credited to the Plan account, only the net
dividend on such shares will be applied to the purchase of additional
stock. The regular statements sent to such Participants will indicate the
amount of tax withheld. The Company cannot refund amounts withheld.
Participants subject to withholding should contact their tax advisors or
the Internal Revenue Service for additional information.
Available Information
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Certain
information, as of particular dates, concerning directors and officers,
their remuneration and any material interest of such persons in
transactions with the Company has been disclosed in proxy statements
distributed to shareholders of the Company and filed with the Commission.
Such reports, proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the Commission at
the offices of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following regional offices of the
Commission: New York Regional Office, Seven World Trade Center, Suite
1300, New York, New York 10048; and Chicago Regional Office, Citicorp.
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, reports, proxy material and other
information concerning the Company may be inspected at the office of the
New York Stock Exchange, 11 Wall Street, New York, New York 10005.
Incorporation of Certain Documents by Reference
The following documents are incorporated by reference in this
Prospectus:
(a) The Company's Annual Report on Form 10-K for year ended
September 30, 1994, filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
(b) All reports of the Company filed with the Securities and
Exchange Commission, pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 since September 30, 1994, including the Company's
Quarterly Reports on Form 10-Q for the quarters ended December 31, 1994,
March 31, 1995 and June 30, 1995.
(c) The definitive proxy statement of the Company filed with the
Commission pursuant to Section 14 of the Securities Exchange Act of 1934
in connection with the Annual Meeting of Shareholders held on January 25,
1995.
(d) The description of the Common Stock contained in Item 1 of the
Company's Registration Statement on Form 8-A dated April 23, 1965, as
superseded by the description contained in the Company's definitive
proxy/registration statement (Form S-14 Registration No. 2-62382)
incorporated by reference as Exhibit 1 to Current Report on Form 8-K,
dated October 23, 1978, and in the Company's Registration Statement on
Form S-14, dated April 18, 1985 (Registration No. 2-97136), and any
amendments or reports filed for the purpose of updating such description.
(e) The description of the Rights contained in Item 1 of the
Company's Registration Statement on Form 8-A, filed November 16, 1994, and
any amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to
Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934 prior to
the termination of this offering shall also be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of
filing such documents.
The Company will provide without charge to each person to whom a
Prospectus is delivered, upon the oral or written request of any such
person, a copy of any or all of the documents incorporated by reference
herein, other than exhibits to such documents. Such requests should be
addressed to:
Shareholder Services, X-32
Johnson Controls, Inc.
Post Office Box 591
Milwaukee, Wisconsin 53201-0591
(telephone number: (414) 228-2363)
<PAGE>
APPENDIX A
AUTOMATIC DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
Provisions for Employee Participants
Introduction
The Common Stock Purchase Plan, as this Plan is known to employees
of Johnson Controls, allows Employee Participants to share in the
ownership of Johnson Controls by purchasing Johnson Controls common stock
through payroll deductions. But owning stock isn't for everyone, and the
Company can't recommend its own stock. Where stock ownership is
concerned, there's always risk involved.
But if you decide you would like to purchase Johnson Controls
stock, this Plan makes it easier. For one thing, money is deducted right
from your paycheck (on an after-tax basis). In addition, the Company pays
the commissions and service charges. So all your money goes directly to
purchase stock.
THE REMAINDER OF THE PROSPECTUS OF WHICH THIS APPENDIX IS A PART
CONTAINS A DESCRIPTION OF TERMS OF THE PLAN APPLICABLE TO ALL PARTICIPANTS,
INCLUDING EMPLOYEE PARTICIPANTS. THE FOLLOWING DISCUSSES CERTAIN MATTERS
RELATING TO THE PLAN THAT APPLY SPECIFICALLY TO EMPLOYEE PARTICIPANTS.
HOWEVER, YOU SHOULD BE FAMILIAR WITH ALL OF THE INFORMATION IN THE
PROSPECTUS, INCLUDING THIS APPENDIX, BEFORE PARTICIPATING IN THE PLAN.
Opening an Account
Eligibility. Firstar Trust Company maintains accounts for everyone
purchasing stock through the Common Stock Purchase Plan. The only
requirements are that you:
- be a Company employee
- have reached the age of majority in your state (usually age
21)
- reside in the U.S., Canada or Puerto Rico
Enrolling and making payroll deductions. You may enroll in the
Plan at any time by completing a form. See your local benefits
representative or Benefits Planning and Administration in Milwaukee for
the appropriate enrollment form.
When you decide to enroll, you must also decide how much money to
have deducted from your pay to purchase stock. You can choose any amount
between $10 and $500 each month, in whole dollars.
Changing your deduction amount. Just as with any other investment,
flexibility is an important consideration. You can change your Common
Stock Purchase Plan deduction as often as you like.
Or you can stop your deductions temporarily and begin them again
later. During times when you aren't having deductions made, statements
are sent to keep you up to date on dividend payments. If you have an
address change during this time, you must inform the Trust Company of
the change.
To change or temporarily end your deductions, just complete the
change form and send it to Benefits Planning and Administration in
Milwaukee, which will make the change as soon as it can be arranged.
Purchasing Stock
Purchase price. Your payroll deductions are forwarded directly to
the plan administrator, where they are used to purchase Johnson Controls
Common Stock on the New York Stock Exchange. To purchase shares for this
Plan, all Participants' deposits are combined. The purchase price is the
price of Common Stock on the New York Stock Exchange at the time of
purchase.
Dividends. Shares purchased for you are credited to your account.
Periodically, the Company pays dividends on its Common Stock.
Historically, dividends have been paid on a quarterly basis. These go
back into your account to purchase more shares.
Voting shares. As soon as you own one full share, you
automatically receive all the information that goes to shareholders, such
as annual reports and proxy material. This way you can instruct the plan
administrator to vote your shares the way you wish.
Commissions and service charges. Brokers receive commissions and
make other charges for their services. Broker charges to purchase shares
of Johnson Controls Common Stock through this Plan are paid by the
Company. However, as is discussed more fully in the remainder of the
Prospectus, you will have additional taxable income in the amount of
your share of brokerage fees paid by the Company.
Account Statements. You receive a quarterly statement on your
account when the dividend is posted and a year-end statement in December.
The statements tell you how much money has been applied to purchase
shares, how many shares were purchased, and the purchase price.
These reports will help you establish the change in value for
income tax purposes. The December statement will list the entire year's
transactions and should be retained for tax purposes for as long as you
hold the stock.
The top portion of the account statement can be used for sending
instructions to Firstar Trust Company regarding your account. The front
side includes a provision for changing your address. While you are
enrolled in the Common Stock Purchase Plan, you must change your address
through your Human Resources Department. However, if you have stopped
your payroll deductions under the Plan, use the top portion of the account
statement to notify the Trust Company of an address change. You can also
use the tear-off portion to make voluntary cash contributions (over and
above your payroll deductions) as described more fully at the end of this
Appendix and in the remainder of the Prospectus of which this Appendix is
a part. The reverse side of the form can be used to request issuance of a
certificate and/or sale of shares. Be sure to sign the form before
mailing it to Firstar Trust Company.
Closing An Account
You can get shares out of your account at any time. The shares are
registered in your name and sent to you.
You can also close your account at any time after stopping your
deductions by notifying the Trust Company in writing. Your shares are
registered in your name and delivered to you. If you have a fractional
share, you get a check for its value.
There are a few times when you will receive an election to close
the account:
- If no payroll deductions are made for three months
- If your employment ends
- If you die
In all cases, the Trust Company will send a letter and an election
can be made to remain in the Plan or to close the account by having the
shares issued or sold. The Company pays any fees involved in registering
shares of Common Stock in your name.
Selling or Transferring Stock Ownership
This Plan is designed to encourage you and other employees to
become part owners of the Company through stock purchase. So, the Company
wants you to consider holding on to the shares you've purchased. On the
other hand, once purchased, the shares are yours. Of course, you are
responsible for brokerage charges if you sell them or transfer their
ownership.
Selling shares. You can sell shares while they're in your account.
Just notify the plan administrator, Firstar Trust Company, in writing, or
complete the reverse side of the top portion of your statement. Be sure
to sign your form or letter.
Or you can sell shares through a broker once they've been delivered
to you. You pay the brokerage fees when you sell your shares.
Transferring share ownership. Once ownership has been transferred
to you, you may, in turn, transfer it to someone else. Further
information is available from the transfer agent, Firstar Trust Company.
Relatives and Friends and Employee Supplemental Contributions
Family or friends can become Company shareholders through the
features of this Plan known as the Automatic Dividend Reinvestment (ADRP)
and Common Stock Purchase Plan (CSPP). Through the ADRP/CSPP, you can
also purchase stock in lieu of or in addition to payroll deductions. By
purchasing through the ADRP/CSPP, you do not pay brokers' fees or
commissions on purchases. The ADRP/CSPP differs from the payroll
deduction Common Stock Purchase Plan in that purchases must be through a
minimum payment of $50 and are subject to a maximum of $15,000 (total
including your payroll deduction amount) per calendar quarter.
Information on the ADRP/CSPP is set forth in the remainder of the
Prospectus of which this Appendix is a part and is also available from the
plan administrator:
Firstar Trust Company
615 East Michigan Street
P.O. Box 3078
Milwaukee, Wisconsin 53201
1-800-828-1489 (Company Code JC01 (5201))
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of
the securities covered hereby, other than underwriting and other discounts
and commissions, are, subject to future contingencies, estimated to be as
follows:
Securities and Exchange Commission registration fee . . . $11,500
Listing fees . . . . . . . . . . . . . . . . . . . . . . 1,000
Accounting Fees and Expenses . . . . . . . . . . . . . . 1,000
Legal Fees and Expenses . . . . . . . . . . . . . . . . . 5,000
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . 1,000
Miscellaneous Expenses . . . . . . . . . . . . . . . . . 1,000
Total . . . . . . . . . . . . . . . . . . . . . $20,500
Item 15. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the
Registrant's By-Laws, directors and officers of the Registrant are
entitled to mandatory indemnification from the Registrant against certain
liabilities and expenses (i) to the extent such officers or directors are
successful in the defense of a proceeding and (ii) in proceedings in which
the director or officer is not successful in defense thereof, unless (in
the latter case only) it is determined that the director or officer
breached or failed to perform his or her duties to the Registrant and such
breach or failure constituted: (a) a willful failure to deal fairly with
the Registrant or its shareholders in connection with a matter in which
the director or officer had a material conflict of interest; (b) a
violation of criminal law unless the director or officer had a reasonable
cause to believe his or her conduct was lawful or had no reasonable cause
to believe his or her conduct was unlawful; (c) a transaction from which
the director or officer derived an improper personal profit; or (d)
willful misconduct. The Wisconsin Business Corporation Law specifically
states that it is the public policy of Wisconsin to require or permit
indemnification, allowance of expenses and insurance in connection with a
proceeding involving securities regulation, as described therein, to the
extent required or permitted as described above. Additionally, under the
Wisconsin Business Corporation Law, directors of the Registrant are not
subject to personal liability to the Registrant, its shareholders or any
person asserting rights on behalf thereof for certain breaches or failures
to perform any duty resulting solely from their status as directors,
except in circumstances paralleling those outlined in (a) through (d)
above.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Registrant under certain
circumstances.
The indemnification provided by the Wisconsin Business Corporation
Law and the Registrant's By-Laws is not exclusive of any other rights to
which a director or officer of the Registrant may be entitled. The
general effect of the foregoing provisions may be to reduce the
circumstances which an officer or director may be required to bear the
economic burden of the foregoing liabilities and expense.
The Registrant maintains a liability insurance policy for its
directors and officers as permitted by Wisconsin law which may extend to,
among other things, liability arising under the Securities Act of 1933.
Item 16. Exhibits.
The exhibits filed herewith are as specified on the Exhibit Index
included herein.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement.
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, State of Wisconsin,
on November 30, 1995.
JOHNSON CONTROLS, INC.
By: /s/ J. H. Keyes
James H. Keyes
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated. Each person whose signature
appears below constitutes and appoints James H. Keyes, Stephen A. Roell
and John P. Kennedy, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully as he
or she might or could do in person, hereby ratifying and confirming all
that each said attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.
Signature Title Date
/s/ J. H. Keyes Chairman, Chief November 30, 1995
James H. Keyes Executive Officer
and Director
(Principal Executive
Officer)
/s/ Stephen A. Roell Vice President and November 30, 1995
Stephen A. Roell Chief Financial
Officer (Principal
Financial Officer)
/s/ Franklin H. Smith, Jr. Corporate Controller November 30, 1995
Franklin H. Smith, Jr. (Principal Accounting
Officer)
/s/ William F. Andrews Director November 30, 1995
William F. Andrews
/s/ R. L. Barnett Director November 30, 1995
Robert L. Barnett
/s/ Fred L. Brengel Director November 30, 1995
Fred L. Brengel
/s/ Paul Brunner Director November 30, 1995
Paul A. Brunner
/s/ Robert A. Cornog Director November 30, 1995
Robert A. Cornog
/s/ Willie D. Davis Director November 30, 1995
Willie D. Davis
/s/ S. J. Morcott Director November 30, 1995
Southwood J. Morcott
/s/ Martha R. Seger Director November 30, 1995
Martha R. Seger
/s/ Don Taylor Director November 30, 1995
Donald Taylor
/s/ Richard F. Teerlink Director November 30, 1995
Richard F. Teerlink
/s/ Gilbert R. Whitaker, Jr.
Gilbert R. Whitaker, Jr. Director November 30, 1995
/s/ R. Douglas Ziegler November 30, 1995
R. Douglas Ziegler Director
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
(4) Rights Agreement between the Company and Firstar Trust
Company (Rights Agent), dated November 30, 1995 (incorporated
by reference to Exhibit 4.C. to the Company's Form 10-K for
the fiscal year ended September 30, 1994 (Commission File No.
1-5097))
(5) Opinion of Foley & Lardner as to legality
(23.1) Consent of Price Waterhouse
(23.2) Consent of Foley & Lardner (contained in Exhibit 5)
(24) Powers of attorney (contained on the signature pages hereto)
EXHIBIT 5
FOLEY & LARDNER
A T T O R N E Y S A T L A W
FIRSTAR CENTER
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-5367
A MEMBER OF GLOBALEX
WITH MEMBER OFFICES IN
MADISON BERLIN
CHICAGO TELEPHONE (414) 271-2400 BRUSSELS
WASHINGTON, D.C. DRESDEN
JACKSONVILLE TELEX 26-819 FRANKFURT
ORLANDO LONDON
TALLAHASSEE (FOLEY LARD MIL) PARIS
TAMPA SINGAPORE
WEST PALM BEACH FACSIMILE (414) 297-4900 STUTTGART
TAIPEI
WRITER'S DIRECT LINE
November 30, 1995
Johnson Controls, Inc.
5757 North Green Bay Avenue
Milwaukee, Wisconsin 53201
Gentlemen:
We have acted as counsel for Johnson Controls, Inc., a
Wisconsin corporation (the "Company"), with respect to the preparation of
a Registration Statement on Form S-3 (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), relating to shares of the Company's common stock,
$0.16-2/3 par value ("Common Stock"), and related Common Stock Purchase
Rights (the "Rights") that may be issued pursuant to the Company's
Automatic Dividend Reinvestment and Common Stock Purchase Plan (the
"Plan"). The terms of the Rights are as set forth in that certain Rights
Agreement, dated as of November 30, 1994, by and between the Company and
Firstar Trust Company (the "Rights Agreement").
In connection with our representation, we have examined: (a)
the Registration Statement, including the prospectus constituting a part
thereof; (b) the Restated Articles of Incorporation and bylaws of the
Company, as amended to date; (c) the Rights Agreement; (d) resolutions of
the Company's Board of Directors relating to the authorization of the
issuance of the securities subject to the Registration Statement; and (e)
such other proceedings, documents and records as we have deemed necessary
to enable us to render this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the
laws of the State of Wisconsin.
2. The shares of Common Stock covered by the Registration
Statement, when issued by the Company in the manner and for the
consideration contemplated under the Plan, will be validly issued, fully
paid and nonassessable, except with respect to wage claims of, or other
debts owing to, employees of the Company for services performed, but not
exceeding six months service in any one case, as provided in Section
180.0622(2)(b) of the Wisconsin Statutes and as such section may be
interpreted by a court of law.
3. The Rights to be issued with the Common Stock when issued
pursuant to the terms of the Rights Agreement will be validly issued.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the references to our firm therein. In
giving our consent, we do not admit that we are "experts" within the
meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Securities Act.
Very truly yours,
FOLEY & LARDNER
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated October 24, 1994, which appears on page 39 of the 1994 Annual Report
to Shareholders of Johnson Controls, Inc., which is incorporated by
reference in Johnson Controls, Inc.'s Annual Report on Form 10-K for the
year ended September 30, 1994. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which
appears on page 29 of such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Milwaukee, Wisconsin
November 30, 1995
<PAGE>
