-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QYsQj1FjM/w0Y9/T+tnLDiprQ7U5oEGKLv2lBtqkmf3jdE7LYspkunmkv9KyNgaK ht5uVXq2ZNQ4nCJKqkl4+w== 0000950144-00-005428.txt : 20000426 0000950144-00-005428.hdr.sgml : 20000426 ACCESSION NUMBER: 0000950144-00-005428 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000329 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSTON INDUSTRIES INC CENTRAL INDEX KEY: 0000041017 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILS, MAN MADE FIBER & SILK [2221] IRS NUMBER: 111749980 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06687 FILM NUMBER: 607776 BUSINESS ADDRESS: STREET 1: 105 THIRTEENTH ST CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7066413140 MAIL ADDRESS: STREET 2: 105 THIRTEENTH ST CITY: COLUMBUS STATE: GA ZIP: 31901 FORMER COMPANY: FORMER CONFORMED NAME: GI EXPORT CORP DATE OF NAME CHANGE: 19850403 FORMER COMPANY: FORMER CONFORMED NAME: GEON INDUSTRIES INC DATE OF NAME CHANGE: 19770921 FORMER COMPANY: FORMER CONFORMED NAME: GEON TRADING CORP DATE OF NAME CHANGE: 19700915 8-K 1 JOHNSTON INDUSTRIES, INC. 1 =============================================================================== 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): April 24, 2000 (March 29, 2000) JOHNSTON INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-6687 11-1749980 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 105 Thirteenth Street, Columbus, Georgia 31901 (Address of Principal Executive Offices) (706) 641-3140 (Registrant's telephone number, including area code) None (Former name or former address, if changed since last report) =============================================================================== 2 ITEM 5. OTHER EVENTS At a meeting on March 29, 2000, in connection with its approval of the tender offer being made by JI Acquisition Corp. ("JI"), a wholly owned subsidiary of CGW Southeast Partners IV, L.P. ("CGW"), to acquire up to all of the issued and outstanding shares of Common Stock of Johnston Industries, Inc. ("Johnston") and the related transactions set forth in the Purchase Agreement, dated March 30, 2000 by and among JI, CGW and Johnston, the Johnston Board of Directors approved an amendment to the Stockholder Protection Agreement entered into between Johnston and The Bank of New York, as rights agent, in May 1999, to prevent the tender offer and resulting acquisition of shares of capital stock of Johnston by JI and CGW from constituting a triggering event under such agreement. As a result, the rights previously issued to holders of shares of Johnston common stock would not become exercisable in connection with the tender offer. The terms of the Stockholder Protection Agreement were originally reported by Johnston on Form 8-K dated April 19, 1999. Except as modified by the amendment described above and attached as an exhibit hereto, the Stockholder Protection Agreement shall remain in full force and effect in accordance with the terms originally reported. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit Number 1. Amendment No. 1 to Stockholder Protection Agreement 3 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. JOHNSTON INDUSTRIES, INC. Date: April 24, 2000 By: /s/ James J. Murray ------------------------------- James J.Murray Executive Vice President, Chief Financial Officer 4 EXHIBIT INDEX
Exhibit Number Description of Document - ---------- ------------------------------------------------------ 1 Amendment No. 1 to Stockholder Protection Agreement
EX-1 2 AMENDMENT NO.1 TO STOCKHOLDER PROTECTION AGREEMENT 1 EXHIBIT 1 AMENDMENT NO. 1 TO STOCKHOLDER PROTECTION AGREEMENT This Amendment No. 1 (the "Amendment") is entered into effective as of March 29, 2000 by and between Johnston Industries, Inc. (the "Company") and the Bank of New York, as rights agent (the "Rights Agent"), for purposes of amending that certain Stockholder Protection Agreement dated as of May 17, 1999 by and between the Company and the Rights Agent (the "Stockholder Protection Agreement"). WHEREAS, Section 4.4 of the Stockholder Protection Agreement provides that, prior to the Separation Time, as defined therein, the Company and the Rights Agent, upon receipt of the certificate described therein, shall, at the Company's direction, supplement or amend any provision of the Stockholder Protection Agreement in any respect without the approval of any holders of Rights, as defined therein; WHEREAS, the certificate required by Section 4.4 of the Stockholder Protection Agreement has been provided to the Rights Agent; WHEREAS, at a meeting at the Board of Directors of the Company held on March 29, 2000 an amendment to the Stockholder Protection Agreement was approved by the Board of Directors of the Company; WHEREAS, the Separation Time had not occurred as of the date of such approval; and WHEREAS, the Company and Rights Agent wish to enter into this Amendment for purposes of setting forth the terms of the amendment approved by the Board of Directors of the Company. NOW, THEREFORE, in accordance with the terms of the Stockholder Protection Agreement and in consideration of the provisions set forth herein, the parties hereto agree as follows: 1. Amendment of Definition of Exempted Person. The definition of Exempted Person set forth in Section 1.1(i) of the Stockholder Protection Agreement is hereby amended by the addition of the following sentence at the end of Section 1.1(i): In addition to the above, CGW Southeast Partners, L.P. ("CGW"), JI Acquisition Corp. or any other entity (the "Acquisition Entity") formed by CGW to effect the transactions contemplated by the Purchase Agreement by and between CGW, JI Acquisition Corp. and the Company, dated March 30, 2000, and any investor in or affiliate of such Acquisition Entity (together with CGW and the Acquisition Entity, the "CGW Parties"), shall be deemed an Exempted Person for all purposes under this Agreement and no acquisition of Common Stock by the CGW Parties in connection 2 therewith shall cause any CGW Party to become an Acquiring Person hereunder. 2. Continued Effect of Stockholder Protection Agreement. Except as expressly amended by this Amendment, the Stockholder Protection Agreement shall continue in full force and effect in accordance with the terms thereof. 3. Certification. The certification required by the Stockholder Protection Agreement with respect to this Amendment is attached hereto as Attachment A. 4. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested as of the date first above set forth. JOHNSTON INDUSTRIES, INC. By: /s/ D. Clark Ogle -------------------------------------------- Name: D. Clark Ogle Title: President and Chief Executive Officer ATTEST: /s/ James J. Murray - ----------------------------- James J. Murray, Secretary THE BANK OF NEW YORK By: /s/ Raymond Poplasky -------------------------------------------- Name: Raymond Poplasky Title: Assistant Vice President ATTEST: /s/ John I. Silvertsen - ----------------------------- Name: John I. Silvertsen Title: Vice President 3 ATTACHMENT A CERTIFICATION PURSUANT TO SECTION 4.4 OF STOCKHOLDER PROTECTION AGREEMENT The undersigned President and Chief Executive Officer of Johnston Industries, Inc. (the "Company") hereby certifies to The Bank of New York, as rights agent, pursuant to Section 4.4 of that certain Stockholder Protection Agreement dated as of May 17, 1999 by and between the Company and The Bank of New York, as rights agent, that the Amendment No. 1 to Stockholder Protection Agreement attached hereto has been adopted by the Company in compliance with the terms of Section 4.4 of the Stockholder Protection Agreement. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of April ___, 2000. JOHNSTON INDUSTRIES, INC. By: ------------------------------------------ D. Clark Ogle President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----