SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Donnelly Corporation
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
257870 10 5
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(CUSIP Number)
Johnson Controls, Inc.
5757 North Green Bay Avenue
P.O. Box 591
Milwaukee, Wisconsin 53201
(414) 228-1200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that Section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 257870 10 5
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Johnson Controls, Inc. EIN 39-0380010
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(SEE INSTRUCTIONS) (b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,542,100
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,542,100
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,542,100
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.42%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Item 1. Security and Issuer
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This statement relates to shares of the Class A Common Stock, $.10 par
value ("Shares"), of Donnelly Corporation, a Michigan corporation (the
"Company"), whose principal executive offices are located at 49 West Third
Street, Holland, Michigan 49423-2813.
Item 2. Identity and Background
-----------------------
(a)-(c) and (f) This statement is filed on behalf of Johnson Controls,
Inc., a Wisconsin corporation ("Johnson Controls"), whose principal executive
offices are located at 5757 North Green Bay Avenue, P.O. Box 591, Milwaukee,
Wisconsin 53201. Johnson Controls is a global market leader in automotive
systems and facility management and control. In the automotive market, it is a
major supplier of seating and interior systems, and batteries. For
nonresidential facilities, Johnson Controls provides building control systems
and services, energy management and integrated facility management.
The name, business address, present principal occupation or employment
and the name, principal business and address of any corporation or other
organization in which such employment is conducted of each executive officer and
director of Johnson Controls is set forth below. Each of the directors and
executive officers of Johnson Controls is a citizen of the United States of
America, except as otherwise indicated. The business address of each of the
directors and executive officers of Johnson Controls is 5757 North Green Bay
Avenue, P.O. Box 591, Milwaukee, Wisconsin 53201, except as otherwise indicated.
Name/Address/(Citizenship) Title
------------------------- -----
Executive Officers
James H. Keyes Chairman of the Board and Chief Executive
Officer
John M. Barth President and Chief Operating Officer
Stephen A. Roell Senior Vice President and Chief Financial
Officer
Ben C.M. Bastianen (Netherlands) Vice President and Corporate Treasurer
Dr. Steven J. Bomba Vice President, Corporate Technology
Susan F. Davis Vice President, Human Resources
Giovanni "John" Fiori (Italy) Vice President and President of
automotive operations in Europe, Africa
and South America
John P. Kennedy Vice President, Secretary and General
Counsel
Robert Netolicka (Australia) Vice President and President of
integrated facility management for the
Controls Group
Jerome D. Okarma Assistant Secretary, Assistant General
Counsel and Group Vice President and
General Counsel of the Controls Group
Darlene Rose Vice President, Corporate Planning and
Strategy
Rande S. Somma Vice President and President of Worldwide
Marketing and Development for the
Automotive Systems Group
Brian J. Stark Vice President and President of control
systems and services for the Controls
Group
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Subhash "Sam" Valanju Vice President and Chief Information
Officer
Bogolub Velanovich (Czech Republic) Vice President
Keith E. Wandell Vice President and President of battery
operations for the Automotive Systems
Group
Denise M. Zutz Vice President, Corporate Communication
Directors
William F. Andrews Chairman of Northwestern Steel and Wire
1 Wallace Street Co., a manufacturer of steel rods, wire
Sterling, Illinois 61081 and beams, and Chairman of Scovill
Fasteners Inc., a manufacturer of apparel
and industrial fasteners
Robert L. Barnett Executive Vice President and President,
1303 East Algonquin Road Commercial Government and Industrial
Schaumburg, Illinois 60196 Solutions Sector, Motorola, Inc., a
manufacturer of electronics products
John M. Barth President and Chief Operating Officer of
Natalie A. Black Johnson Controls, Group President and
444 Highland Drive General Counsel of Kohler Co., a
Kohler, Wisconsin 53044 manufacturer and marketer of plumbing
products and furniture
Paul A. Brunner President and Chief Executive Officer of
1055 Washington Boulevard Spring Capital Inc., an international
Stamford, Connecticut 06901 investment manager
Robert A. Cornog President, Chief Executive Officer and
10801 Corporate Drive Chairman of Snap-on, Incorporated, a tool
Kenosha, Wisconsin 53141 manufacturer
Willie D. Davis President of All Pro Broadcasting
161 North LaBrea Avenue Incorporated, a radio broadcaster
Inglewood, California 90301
James H. Keyes Chairman and Chief Executive Officer of
Johnson Controls
William H. Lacy Retired
1797 Shalom Drive
West Bend, Wisconsin 53090
Southwood J. Morcott Chairman of Dana Corporation, a vehicular
30 Brams Point Road and industrial systems manufacturer
Hilton Head, South Carolina 29926
Richard F. Teerlink Retired
1765 Wedgewood West
Elm Grove, Wisconsin 53122
Gilbert R. Whitaker, Jr. Dean and H.J. Nelson Professor of
6100 South Main Street Business Economics, Jesse Jones Graduate
Houston, Texas 77005 School of Management, Rice University
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(d)-(e) During the last five years neither Johnson Controls nor, to
the best of its knowledge, any of its executive officers and directors (i) has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Johnson Controls beneficially owns 1,542,100 Shares, which were
purchased for cash in the amount of $21,589,400. Johnson Controls obtained such
funds from its working capital.
Item 4. Purpose of Transaction
----------------------
On October 31, 2000, Johnson Controls entered into a Securities
Purchase Agreement (the "Purchase Agreement"), by and between Johnson Controls,
on the one hand, and Heartland Advisors, Inc. ("HAI"), a Wisconsin corporation,
on the other hand, on behalf of certain private accounts and on behalf of the
Heartland Value Fund, a series of Heartland Group, Inc., a Maryland corporation
registered as an open-end management investment company under the Investment
Company Act of 1940 (collectively, the "Sellers"), pursuant to which Johnson
Controls agreed to purchase 1,542,100 Shares from the Sellers at a purchase
price of $14.00 per Share. Pursuant to the Purchase Agreement, the trade date
for such Shares was November 1, 2000 and the settlement date for such Shares was
November 7, 2000. The foregoing summary of the Purchase Agreement is qualified
in its entirety reference to the Purchase Agreement, which is filed as an
exhibit to this statement and is incorporated herein by reference.
Johnson Controls acquired the Shares for investment purposes. Johnson
Controls has no specific plans or proposals that relate to or would result in
any of the matters described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
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(a)-(b) Johnson Controls beneficially owns 1,542,100 Shares, which
represents approximately 25.42% of the outstanding Shares. Johnson Controls has
sole voting and investment power over all Shares it beneficially owns.
To the knowledge of Johnson Controls, none of its executive officers
or directors beneficially own any Shares.
(c) Neither Johnson Controls nor, to the best of its knowledge, any of
its executive officers and directors has engaged in any transaction in any
Shares during the sixty day period immediately preceding the date hereof except
as described herein.
(d) Not applicable
(e) Not applicable
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer
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Except as described in this statement with respect to the Purchase
Agreement, neither Johnson Controls nor, to the best of its knowledge, any of
its executive officers or directors has any contracts, arrangements,
understandings or relationships with any person with respect to any securities
of the Company.
Item 7. Materials to be Filed as Exhibits
---------------------------------
Exhibit 1 Securities Purchase Agreement, dated October 31, 2000, by
and between Johnson Controls and HAI, on behalf of the Sellers
Exhibit 2 News Release of Johnson Controls, dated November 7, 2000
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SIGNATURES
After reasonable 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.
Date: November 13, 2000.
JOHNSON CONTROLS, INC.
By: /s/ John P. Kennedy
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John P. Kennedy
Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
Exhibit 1 Securities Purchase Agreement, dated October 31, 2000, by and
between Johnson Controls and HAI, on behalf of the Sellers
Exhibit 2 News Release of Johnson Controls, dated November 7, 2000
