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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 19, 1996
Commission File Number 1-5097
JOHNSON CONTROLS, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-0380010
(State of Incorporation) (I.R.S. Employer
Identification No.)
5757 North Green Bay Avenue, P.O. Box 591, Milwaukee,
WI 53201
(Address of principal executive office)
Registrant's telephone number, including area code:
(414) 228-1200
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ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
On July 18, 1996, Johnson Controls, Inc. and Prince Holding Corporation reached
an agreement under which the Company will acquire Prince Automotive for $1.35
billion.
Prince Automotive is a privately held automotive interiors supplier based in
Holland, Michigan. Prince Automotive supplies interior systems and components
including overhead systems and consoles, door panels, floor consoles, visors
and armrests.
The transaction is subject to certain conditions including appropriate
regulatory approvals.
ITEM 7: EXHIBITS
1. Press Release issued by the Registrant on July 18, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JOHNSON CONTROLS, INC.
Date: July 19, 1996 By: Stephen A. Roell
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Stephen A. Roell
Vice President and Chief
Financial Officer
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[JOHNSON CONTROLS LOGO] NEWS RELEASE
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Johnson Controls, Inc., headquartered in Milwaukee, Wisconsin, is a global
market leader in facility services and control systems, automotive seating
systems, plastic packaging and automotive batteries. Founded in 1885, it
operates in more than 450 locations worldwide. Johnson Controls securities
(JCI) are listed on the NYSE.
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CONTACT: Glen Ponczak RELEASE: July 18, 1996
414-228-2375
JOHNSON CONTROLS TO ACQUIRE PRINCE AUTOMOTIVE
MILWAUKEE, WISCONSIN, July 18, 1996 . . . Johnson Controls, Inc. (JCI)
and Prince Holding Corporation today announced that they have entered into a
definitive agreement whereby Johnson Controls will acquire Prince Automotive,
the privately held automotive interiors supplier based in Holland, Michigan.
Prince, which is anticipated to have 1996 sales of approximately $850
million, is a major supplier of interior systems and components including
overhead systems and consoles, door panels, floor consoles, visors and
armrests. Its products are included in 80 vehicle platforms, primarily for
domestic sales.
Over its 30-year history, Prince has developed a long list of
innovative products for cars and trucks. Beginning with the 1972 Cadillac sun
visor with a lighted vanity mirror, Prince has focused on interior features
that "surprise and delight" the customer. Prince is best known as a leader in
the integration of electronics into the vehicle interior. Testimony to this is
the recent introduction of the HomeLink(TM) transmitter and its success in the
marketplace. Numerous automakers are using the device which allows for remote
operation of garage doors, gates, security and lighting systems.
James H. Keyes, Johnson Controls chairman and chief executive officer,
stated, "We are very excited about the prospects of working with Prince, a
unique company that has helped establish the industry benchmark for operating
excellence, product innovation and customer satisfaction. For our shareholders,
this agreement provides Johnson Controls with a conduit for growth beyond
seating in the automotive industry. For our customers, the synergy of Johnson
Controls seating systems and Prince Interiors technology will result in
products and systems that are truly differentiated in terms of quality, value
and innovation. I am also confident that our ability to capitalize on our
complementary strengths will create new opportunities for our employees
worldwide."
-more-
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Johnson Controls, Inc.
July 18, 1996
Page 2
JOHNSON CONTROLS, INC.
Elsa Prince, chairman of the Prince Board of Directors, is very pleased
about the long-term benefit for the Prince team: "The Board and our family see
this partnership with Johnson Controls as a perfect way to maintain the unique
culture and community commitment that Ed Prince started in 1965. By joining
forces with Johnson Controls' worldwide network of operations, we can continue
our global expansion. We believe Johnson Controls will provide great
opportunity for our team members and continue the Prince tradition of trust,
employee involvement and community support."
John Barth, Johnson Controls executive vice president and John
Spoelhof, Prince president and chief executive officer, added: "We are
extremely pleased about the joining of two organizations which share a total
commitment to exceeding customer expectations. Our people have many values in
common, such as fostering an employee-focused culture, striving for low-cost
producer status and promoting product and process innovation. Johnson Controls'
successful track record of responding to vehicle manufacturers' global
requirements will help Prince expand internationally. In addition, our plans
include establishing Holland, Michigan as our worldwide 'center for excellence'
for automotive interiors and a commitment to grow the Prince operations."
The companies said that pro forma combined revenues for Prince and the
Automotive Systems Group of Johnson Controls for fiscal 1996 would approximate
$6 billion.
Johnson Controls said it will pay cash of approximately $1.35 billion.
The Boards of Directors of both Johnson Controls and Prince have already
approved the agreement. Completion of the transaction is expected this fall
following regulatory approval.
Prince Automotive has 4,500 employees and eight manufacturing plants,
seven in Holland, Michigan and one in Mexico City. The transaction does not
include the non-automotive component operations of Prince Holding Corp.,
including Prince Machine, Lumir Corp., and Wingspan Leasing.
Johnson Controls' Automotive Systems Group (ASG) is the world's largest
seat system supplier and a major producer of interior components, including
headliners, door panels, instrument panels and parcel shelves. It operates 113
facilities in 18 countries.
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Johnson Controls, Inc., headquartered in Milwaukee, Wisconsin, is a global
market leader in automotive seating systems, facility services and control
systems, plastics packaging and automotive batteries. Founded in 1885, it
operates in more than 500 locations worldwide. Johnson Controls securities
(JCI) are listed on the NYSE.
