Registration No. 33-49862
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
AMENDMENT NO. 1 TO
FORM S-8
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
5757 N. Green Bay Avenue
P. O. Box 591
Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip Code)
Johnson Controls World Services Inc. Retirement Savings Plan
ASG/John's Creek Savings and Investment (401K) Plan
(Full title of the plan)
____________________
John P. Kennedy, Esq.
Secretary
Johnson Controls, Inc.
5757 N. Green Bay Avenue
P. O. Box 591
Milwaukee, Wisconsin 53201
(414) 228-1200
(Name, address and telephone number, including area code,
of agent for service)
__________________________
Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Johnson
Controls, Inc. (the "Company") or by the Johnson Controls World Services
Inc. Retirement Savings Plan (the "World Services Plan") or the ASG/John's
Creek Savings and Investment (401K) Plan (the "John's Creek Plan") are
hereby incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for its fiscal
year ended September 30, 1997, which includes certified financial
statements of the Company as of and for the fiscal year ended September
30, 1997.
2. The World Services Plan's Annual Report on Form 11-K for
the year ended December 31, 1997, which includes certified financial
statements of the World Services Plan as of and for the year ended
December 31, 1997.
3. All other reports filed by the Company since September 30,
1997 pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended.
4. The description of the Company's 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.
5. The description of the Company's Common Stock Purchase
Rights contained in Item 1 of the Company's Registration Statement on Form
8-A, filed November 30, 1994, and any amendments or reports filed for the
purpose of updating such description.
All documents subsequently filed by the Company, the World
Services Plan or the John's Creek Plan pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of filing of this Registration Statement and prior to such time as
the Company files a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the
Company's Bylaws, directors and officers of the Company are entitled to
mandatory indemnification from the Company 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 the defense thereof, unless (in the latter
case only) it is determined that the director or officer breached or
failed to perform his duties to the Company and such breach or failure
constituted: (a) a willful failure to deal fairly with the Company or its
shareholders in connection with a matter in which the director or officer
had a material conflict of interest; (b) a violation of the criminal law,
unless the director or officer had 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
policy of Wisconsin to require or permit indemnification 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 Company are
not subject to personal liability to the Company, its shareholders or any
person asserting rights on behalf thereof for certain breaches or failures
to perform any duty resulting solely from their status except in
circumstances paralleling those in subparagraphs (a) through (d) outlined
above.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain
circumstances.
The indemnification provided by the Wisconsin Business
Corporation Law and the Company's By-Laws is not exclusive of any other
rights to which a director or officer of the Company may be entitled. The
general effect of the foregoing provisions may be to reduce the
circumstances under which an officer or director may be required to bear
the economic burden of the foregoing liabilities and expense.
The Company 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, as
amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed herewith or incorporated herein by reference
are set forth in the attached Exhibit Index.
The undersigned Registrant hereby undertakes to submit the
John's Creek Plan, as amended, to the Internal Revenue Service ("IRS") in
a timely manner and will make all changes required by the IRS in order to
continue the qualification of the Plan under Section 401 of the Internal
Revenue Code of 1986, as amended (the "IRC").
The undersigned Registrant has submitted the World Services Plan
to the IRS in a timely manner and has made all changes required by the IRS
in order to qualify the World Services Plan under Section 401 of the IRC.
Item 9. 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, as amended;
(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;
(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 with or
furnished to the Securities and Exchange Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as amended, that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered herein, 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, as
amended, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended,
that is incorporated by reference in this Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, 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-8 and has duly caused
this Amendment to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Milwaukee,
State of Wisconsin, as of August 14, 1998.
JOHNSON CONTROLS, INC.
By: /s/ Stephen A. Roell
Stephen A. Roell
Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below as of August
14, 1998, by the following persons in the capacities indicated.
James H. Keyes* Chairman, Chief Executive Officer and
Director (principal executive officer)
/s/ Stephen A. Roell Vice President and Chief Financial
Stephen A. Roell Officer (principal financial and
accounting officer)
William F. Andrews* Director
Robert L .Barnett* Director
Fred L. Brengel* Director
Paul A. Brunner* Director
Robert A. Cornog* Director
Willie D. Davis* Director
Director
Southwood J. Morcott
Martha R. Seger* Director
Donald Taylor* Director
Director
Richard F. Teerlink
Gilbert R. Whitaker, Jr.* Director
R. Douglas Ziegler* Director
*By:/s/ Stephen A. Roell
Stephen A. Roell
Attorney-in-Fact
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Benefits Administration Committee, which administers the
Plan, has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Milwaukee, State of Wisconsin, on this 14th day of August, 1998.
JOHNSON CONTROLS
WORLD SERVICES INC.
RETIREMENT SAVINGS PLAN
By: /s/ Bettie Kennedy
Bettie Kennedy
By: /s/ Jerome D. Okarma
Jerome D. Okarma
By: /s/ Darlene M. Rose
Darlene M. Rose
By: /s/ Carol S. Willenbrock
Carol S. Willenbrock
The foregoing persons are all members of the
Johnson Controls World Services Inc. Benefits
Administrative Committee, which is the
administrator of the Johnson Controls World
Services Inc. Retirement Savings Plan.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Policy Committee, which administers the Plan, has duly caused
this Amendment to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Milwaukee,
State of Wisconsin, on this 14th day of August, 1998.
ASG/JOHN'S CREEK SAVINGS AND
INVESTMENT (401K) PLAN
By: /s/ Susan Davis
Susan Davis
By: /s/ John P. Kennedy
John P. Kennedy
By: /s/ Stephen A. Roell
Stephen A. Roell
The foregoing persons are all members of the
Johnson Controls Employee Benefits Policy
Committee, which is the administrator of the
ASG/John's Creek Savings and Investment (401K)
Plan.
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
(4.1) Rights Agreement between the Registrant and
Firstar Trust Company (Rights Agent), as amended
November 16, 1994 (incorporated by reference to
Exhibit 4.C to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30,
1994 (Commission File No. 1-5097)).
(23.1) Consent of PricewaterhouseCoopers LLP
(24) Powers of Attorney*
*Previously filed
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 20, 1997, which appears
on page 39 of the 1997 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, 1997. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page 24 of such Annual Report on Form
10-K. We also consent to the incorporation by reference in the
Registration Statement of our report dated June 19, 1998 appearing on page
4 of the Annual Report of the Johnson Controls World Services Inc.
Retirement Savings Plan on Form 11-K for the year ended December 31, 1997.
/s/ PricewaterhouseCoopers LLP
Milwaukee, WI
August 12, 1998
