<PAGE> 1
OMB APPROVAL
OMB Number: 3235-0145
Expires: August 31,1999
Estimated average burden
hours per response .... 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Insteel Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock (No Par Value)
- --------------------------------------------------------------------------------
(Title of Class of Securities)
45774W108
- --------------------------------------------------------------------------------
(CUSIP Number)
Frances H. Johnson
1235 West Henderson Street
Salisbury, NC 28144
704-636-5657
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 29, 1992 (see footnote)*
*Reflects decrease in beneficial ownership as a result of December 29, 1992
conversion of issuer debt securities by third parties and certain other minor
changes in beneficial ownership.
- --------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-l(e), 240.132d-l(f) or 240.13d-I (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 ss.240.13d-7 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1746 (2-98)
<PAGE> 2
CUSIP No. 45774W108
1. Names of Reporting Persons: Frances H. Johnson
I.R.S. Identification Nos. of above persons (entities only).
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
3. SEC Use Only: _______________________________________________________
4. Source of Funds (See Instructions) : OO
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power 62,875
8. Shared Voting Power 620,263
9. Sole Dispositive Power 62,875
10. Shared Dispositive Power 620,263
11. Aggregate Amount Beneficially Owned by Each Reporting Person 683,138
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 8.1%
14. Type of Reporting Person (See Instructions) IN
<PAGE> 3
CUSIP No. 45774W108
1. Names of Reporting Persons: Johnson Concrete Company, Inc.
I.R.S. Identification Nos. of above persons (entities only).
56-0495-110
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [X]
(b) [ ]
3. SEC Use Only __________________________________________________________
4. Source of Funds (See Instructions): WC
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: North Carolina
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 0
8. Shared Voting Power: 620,263
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 620,263
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 620,263
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
13. Percent of Class Represented by Amount in Row (11): 7.3%
14. Type of Reporting Person (See Instructions): CO
<PAGE> 4
SCHEDULE 13D
Item 1: Security and Issuer
This Statement relates to shares of Common Stock (No Par Value) (the
"Common Stock") of Insteel Industries, Inc. ( the "Company"), a North
Carolina company, located at 1373 Boggs Drive Mount Airy, NC 27030
Item 2: Identity and Background
a. This Statement on Schedule 13D is filed by (1) Frances H.
Johnson ("Ms. Johnson"), an individual, and (2) Johnson
Concrete Company, Inc. ("Johnson Concrete"), a North Carolina
corporation (Ms. Johnson and Johnson Concrete individually
referred to herein as a "Reporting Person" and collectively
referred to herein as the "Reporting Persons"). A list of the
directors and executive officers of Johnson Concrete is
attached hereto as Annex A.
b. The address of the principal business office of each Reporting
Person is as follows:
Ms. Johnson 217 Klumac
Salisbury, NC 28144
Johnson Concrete 217 Klumac
Salisbury, NC 28144
c. Ms. Johnson is President of Johnson Concrete. Johnson Concrete
is a corporation engaged in the manufacture of concrete block,
concrete pipe and related products.
d. During the last five years, none of the Reporting Persons, and
to the knowledge of Johnson Concrete, none of the executive
officers or directors of Johnson Concrete have been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors.)
e. During the last five years, none of the Reporting Persons, and
to the knowledge of Johnson Concrete, none of the executive
officers or directors of Johnson Concrete, have been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction which has resulted in being 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.
f. Ms. Johnson and, to the knowledge of Johnson Concrete, each
executive officer and director of Johnson Concrete, is a
citizen of the United States. Johnson Concrete is a North
Carolina corporation.
Item 3: Source and Amount of Funds or Other Consideration:
Johnson Concrete has shared voting and dispositive power over 620,263
shares, which were purchased several years ago with corporate funds and
are being held as an investment. Ms. Johnson is president of Johnson
Concrete. Ms. Johnson has direct beneficial ownership over 52,875
shares which were received in 1987 as a pro-rata distribution of assets
of IC Liquidating Corporation of which Ms. Johnson was an owner. These
shares are held as an investment. Ms. Johnson also has stock options to
purchase 10,000 shares which are exercisable within 60 days of the
filing of this Schedule 13D. Ms. Johnson also has indirect beneficial
ownership of the shares owned by Johnson Concrete by virtue of her
position as president, director and shareholder of Johnson Concrete.
Item 4: Purpose of Transaction:
Beneficial ownership reported in paragraph 5(a) reflects current
beneficial ownership of Reporting Persons and updates previous Schedule
13D report to reflect: (1) decrease in beneficial ownership as a result
of December 29, 1992 conversion of certain debt securities of the
Company into Common Stock by third parties; and (2) certain minor
transaction in the Common Stock which have occurred since the date of
previous report.
Johnson Concrete originally purchased the Common Stock as an investment
prior to the Company becoming public. Ms. Johnson received her Common
Stock as described in Item 3 above and holds it as an investment.
Other than as discussed above, the Reporting Persons currently
have no plans to effect:
<PAGE> 5
(a) any extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
Company or any of its subsidiaries;
(b) a sale or transfer of a material amount of the assets
of the Company or any of its subsidiaries;
(c) any change in the present Board of Directors or
management of the Company, including any change in
the number or term of directors or the filling of any
vacancies of the Board of Directors;
(d) any material change in the present capitalization or
dividend policy of the Company;
(e) any other material change in the Company's business
or corporate structure;
(f) any change in the Company's charter, by-laws or
instruments corresponding thereto or any other
actions which may impede the acquisition of control
of the Company by any person;
(g) the delisting of any class of securities of the
Company from a national securities exchange or the
ceasing to be authorized to be quoted in an
interdealer quotation system of a registered national
securities association;
(h) any class of equity securities of the Company
becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(i) any action similar to any of those enumerated above.
The Reporting Persons intend to continuously re-evaluate their
investment in the Company and may, based on such re-evaluation,
determine at a future date to change its current position with respect
to any action enumerated above.
Item 5: Interest in Securities of the Issuer:
a. Johnson Concrete beneficially owns 620,263 shares of Common
Stock (7.3%). Ms. Johnson beneficially owns 683,138 shares
(8.1%). The shares beneficially owned by Ms. Johnson include
10,000 shares that are subject to presently exercisable
options, 52,875 shares held directly and 620,263 shares held
directly by Johnson Concrete.
b. Ms. Johnson has shared voting power and sole dispositive power
over 683,138 shares of which 620,263 are owned directly by
Johnson Concrete, 52,875 shares owned directly by Ms. Johnson,
and 10,000 shares eligible to purchase through the exercise of
options granted to Ms. Johnson.
c. Not applicable
d. Not applicable
e. Not applicable
Item 6: Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer:
Not applicable.
Item 7: Material to be Filed as Exhibits:
Exhibit I: Executive Officers and Directors of Johnson Concrete
Exhibit II: Schedule 13D manually filed by Ms. Johnson effective
September 25, 1985.
Exhibit III: Schedule 13D manually filed by Johnson
Concrete effective September 25, 1985.
Signature:
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.
July 2, 1999
- --------------------------------------------------------------------------------
Date
/s/ Frances H. Johnson
- --------------------------------------------------------------------------------
Signature
Frances H. Johnson
- --------------------------------------------------------------------------------
Name/Title
/s/ Frances H. Johnson
- --------------------------------------------------------------------------------
Signature
Johnson Concrete Company, Inc.
- --------------------------------------------------------------------------------
Name/Title
<PAGE> 1
EXHIBIT I
Directors Executive Officers
- --------- ------------------
Frances H. Johnson Frances H. Johnson
Charles B. Newsome Charles B. Newsome
Judith Johnson Judith Johnson
F. Joanne Johnson F. Joanne Johnson
Kathryn Johnson Kathryn Johnson
<PAGE> 1
EXHIBIT II
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Exposaic Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock (No Par Value)
- --------------------------------------------------------------------------------
(Title of Class of Securities)
302163-10-0
- --------------------------------------------------------------------------------
(CUSIP Number)
Frances H. Johnson
1235 West Henderson Street
Salisbury, NC 28144
704-636-5657
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
09-27-85
- --------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
(Continued on following page(s))
Page 1 of 5 pages
<PAGE> 2
CUSIP No. 302163-10-0 13D Page 2 of 5 pages
1. Names of Reporting Persons:
I.R.S. Identification Nos. of above persons
Frances Hedrick Johnson S.S. ####-##-####
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3. SEC Use Only:
4. Source of Funds (See Instructions) : OO
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power 171,172
8. Shared Voting Power 0
9. Sole Dispositive Power 171,172
10. Shared Dispositive Power 18,452
11. Aggregate Amount Beneficially Owned by Each Reporting Person 189,624
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 12.3%
14. Type of Reporting Person (See Instructions) IN
<PAGE> 3
SCHEDULE 13D page 3 of 5
Item 1:
Common Stock (No Par Value)
Exposaic Industries, Inc.
180 West Independence Boulevard
Mount Airy, North Carolina 27030
Item 2:
a. Frances H. Johnson
b. 1235 West Henderson Street
Salisbury, North Carolina 28144
c. President
Johnson Concrete Company
205 Klumac
Salisbury, North Carolina 28144
(manufacturer of concrete products)
d. The reporting person has not during the last five years been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
e. The reporting persons has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which has resulted in being 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.
f. United States
Item 3:
The 171,172 shares owned by Johnson Concrete Company were purchased
several years ago with corporate funds and are being held as an investment.
Frances Johnson is president and principal shareholder of Johnson Concrete
Company.
18,452 shares are held by IC Liquidating Corporation, were purchased
with working capital of that company and have been held as an investment. (See
Item 6.)
Item 4:
See Item 3 and Item 6.
Item 5:
a. Frances H. Johnson, as president of Johnson Concrete Company, has
sole voting power and sole dispositive power of the 171,172 (11.1%) shares owned
by it.
<PAGE> 4
SCHEDULE 13D page 4 of 5
b. IC Liquidating Corporation owns 246,025 shares (16.0%). Under a plan
of liquidation, pending execution, Frances H. Johnson has beneficial ownership
of 18,452 shares (1.2%) and has shared dispositive power over these shares.
Item 6:
IC Liquidating Corporation is in the process of liquidating as a result
of which it is anticipated that the reporting person will receive 18,452 shares
of Exposaic Industries, Inc. Common Stock (No Par Value).
Item 7:
Not applicable.
<PAGE> 5
SCHEDULE 13D page 5 of 5
SIGNATURE
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: September 27, 1995
Signature: /s/ Frances Hedrick Johnson
Name: Frances Hedrick Johnson
<PAGE> 1
EXHIBIT III
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Exposaic Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock (No Par Value)
- --------------------------------------------------------------------------------
(Title of Class of Securities)
302163-10-0
- --------------------------------------------------------------------------------
(CUSIP Number)
Frances H. Johnson
Post Office Box 1037
Salisbury, NC 28144
704-636-5231
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
09-27-85
- --------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
(Continued on following page(s))
Page 1 of 4 pages
<PAGE> 2
Cusip No. 302163-10-0 13D Page 2 of 4 pages
1. Names of Reporting Persons:
I.R.S. Identification Nos. of above persons (entities only)
Johnson Concrete Company, Inc. 56-0495-110
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ]
(b) [X]
3. SEC Use Only
4. Source of Funds (See Instructions): WC
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e): [ ]
6. Citizenship or Place of Organization: North Carolina
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 171,172
8. Shared Voting Power: 0
9. Sole Dispositive Power: 171,172
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 171,172
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
13. Percent of Class Represented by Amount in Row (11): 11.1%
14. Type of Reporting Person (See Instructions): CO
<PAGE> 3
SCHEDULE 13D page 3 of 4
Item 1:
Common Stock (No Par Value)
Exposaic Industries, Inc.
180 West Independence Boulevard
Mount Airy, North Carolina 27030
Item 2:
a. Frances H. Johnson
b. 1235 West Henderson Street
Salisbury, North Carolina 28144
c. President
Johnson Concrete Company
205 Klumac
Salisbury, North Carolina 28144
(manufacturer of concrete products)
d. The reporting person has not during the last five years been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
e. The reporting persons has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which has resulted in being 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.
f. United States
Item 3:
The 171,172 shares owned by Johnson Concrete Company were purchased
several years ago with corporate funds and are being held as an investment.
Frances Johnson is president and principal shareholder of Johnson Concrete
Company.
Item 4:
See Item 3.
Item 5:
a. Johnson Concrete Company has sole voting power and sole dispositive
power of the 171,172 (11.1%) shares owned by it.
Item 6:
Not applicable
Item 7:
Not applicable.
<PAGE> 4
SCHEDULE 13D page 4 of 4
SIGNATURE
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: September 27, 1995
Signature: JOHNSON CONCRETE COMPANY
BY: /s/ Frances H. Johnson
President
Name: Frances H. Johnson
