-----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, Wr6zBMambjgLBpQEhvhkH/mLJgEVqBDDum1ViIU2ieiwbR0WfHadwkYz5dK/Ki48 EH/Imm2StVqZEbA/uxxz1Q== 0000950144-99-002569.txt : 19990315 0000950144-99-002569.hdr.sgml : 19990315 ACCESSION NUMBER: 0000950144-99-002569 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990312 GROUP MEMBERS: ALLYN P CHANDLER GROUP MEMBERS: ANN P CHANDLER GROUP MEMBERS: ESTATE OF CHANDLER DAVID L SUBJECT COMPANY: 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: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-10249 FILM NUMBER: 99563989 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ESTATE OF CHANDLER DAVID L CENTRAL INDEX KEY: 0001077992 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 656277523 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: GUNSTER YOAKLEY VALDES FAULI & STEWART P STREET 2: 777 SOUTH FLAGLER DR. CITY: WEST PALM BEACH STATE: FL ZIP: 33401-6194 BUSINESS PHONE: 5616551980 SC 13D 1 ESTATE OF DAVID CHANDLER 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 Johnston Industries, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.10 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 361619107 - -------------------------------------------------------------------------------- (CUSIP Number) Estate of David L. Chandler, Deceased c/o John Rau, Esq. Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. 777 S. Flagler Drive, Suite 500 East West Palm Beach, Florida 33401 (561) 655-1980 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 22, 1998 - -------------------------------------------------------------------------------- (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(e), 13d-1(f) or 13d-1(g), check the following box [ ]. (Continued on following pages) (Page 1 of 8 Pages) 2 CUSIP NO. 361619107 13D PAGE 2 OF 8 PAGES --------------------- -------- -------- (1) NAMES OF REPORTING PERSONS The Estate of David L. Chandler, deceased SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 65-6277523 --------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] --------------------------------------------------------------------- (3) SEC USE ONLY --------------------------------------------------------------------- (4) SOURCE OF FUNDS* PF and 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 State of Florida --------------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 5,174,239 SHARES -------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH -------------------------------------------------------- REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH 5,174,239 -------------------------------------------------------- (10) SHARED DISPOSITIVE POWER -------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,174,239 --------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] --------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.27% --------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* --------------------------------------------------------------------- (Continued on following pages) (Page 2 of 8 Pages) 3 CUSIP NO. 371719107 13D PAGE 3 OF 8 PAGES --------------------- -------- -------- (1) NAMES OF REPORTING PERSONS Allyn P. Chandler SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) --------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] --------------------------------------------------------------------- (3) SEC USE ONLY --------------------------------------------------------------------- (4) SOURCE OF FUNDS* 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 State of Florida --------------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 750 SHARES -------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 5,174,239(1) EACH -------------------------------------------------------- REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH 750 -------------------------------------------------------- (10) SHARED DISPOSITIVE POWER 5,174,239(1) -------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,174,989(1) --------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] --------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.27% --------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* OO --------------------------------------------------------------------- (1) Includes 5,174,239 shares held by The Estate of David L. Chandler, deceased. (Continued on following pages) (Page 3 of 8 Pages) 4 CUSIP NO. 371719107 13D PAGE 4 OF 8 PAGES --------------------- -------- -------- (1) NAMES OF REPORTING PERSONS Ann P. Chandler SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) --------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] --------------------------------------------------------------------- (3) SEC USE ONLY --------------------------------------------------------------------- (4) SOURCE OF FUNDS* 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 State of Florida --------------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 93,058 SHARES -------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 5,174,239(1) EACH -------------------------------------------------------- REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH 93,058 -------------------------------------------------------- (10) SHARED DISPOSITIVE POWER 5,174,239(1) -------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,267,297(1) --------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] --------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.7% --------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* --------------------------------------------------------------------- (1) Includes 5,174,239 shares held by The Estate of David L. Chandler, deceased. (Continued on following pages) (Page 4 of 8 Pages) 5 Item 1. SECURITY AND ISSUER The class of equity security to which this Schedule 13D relates is the Common Stock, par value $.10 per share ("Johnston Common Stock"), of Johnston Industries, Inc., a Delaware corporation ("Johnston" or the "Issuer"). The principal executive offices of Johnston are located at 105 Thirteenth Street, Columbus, Georgia 31901. Item 2. IDENTITY AND BACKGROUND This statement is being filed by the Estate of David L. Chandler, deceased (the "Estate"), as a result of Mr. Chandler's death on August 21, 1998. The Estate was opened with the Probate Court on September 22, 1998. The Estate's address is P.O. Box 1350, Hobe Sound, Florida 33475. The personal co-representatives of the Estate are Ann P. Chandler and Allyn P. Chandler. During the last five years, neither Ann P. Chandler, nor Allyn P. Chandler has been convicted in any criminal proceeding nor have they been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction, and neither was nor is subject to any 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. Ann P. Chandler and Allyn P. Chandler are both citizens of the United States. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION This Schedule 13D is being filed as a result of Mr. Chandler's death. The securities were acquired by The Estate by operation of law upon the death of Mr. Chandler. Therefore, this item is not applicable. Item 4. PURPOSE OF TRANSACTION The purpose of the transactions to which this Schedule 13D relates are as follows: The securities were acquired by the Estate as a result of David L. Chandler's death. On October 22, 1998, Allyn P. Chandler was appointed a director of Johnston. No other management changes were made. There are no present plans or proposals to change the number or term of directors or to fill any existing vacancies on the board. Item 5. INTEREST IN SECURITIES OF THE ISSUER As of September 22, 1998, the Estate acquired sole voting and investment power in the following shares of Johnston Common Stock: (Continued on following pages) (Page 5 of 8 Pages) 6 Number of Shares of Johnston Common Stock Ownership Nature of Ownership ------------------- --------- ------------------- 368,964 Direct ---------------- 3,588,704 Indirect (2) Options for Johnston Common Stock Exercise Price Expiration Date ------------ -------------- --------------- 180,000 $5.56 8/21/99 99,816 2.50 8/21/99 15,000 8.25 8/21/99 12,000 7.50 8/21/99 123,154 3.624 8/21/99 206,560 1.979 8/21/99 Term Convertible Notes Convertible into Shares of Johnston Common Stock -------------------------- 580,041 - ---------------------------- Total: 5,174,239 shares beneficially owned by the Estate as of September 22, 1998. This amount equals 43.27% of the outstanding shares of the Issuer, based on the shares outstanding as of July 4, 1998 (as reported in the Issuer's Form 10-Q filed with the SEC on August 18, 1998). Ann P. Chandler currently holds no shares of the Issuer directly. Ann Chandler, as beneficiary, has the right to acquire within 60 days sole voting and dispositive power of 93,058 shares of Johnston Common Stock consisting of 69,693 shares issuable upon conversion of term notes held by the Johnston Industries, Inc. Deferred Compensation Trust, and 21,195 shares issuable upon conversion of term notes held by the Jupiter Industries, Inc. Deferred Compensation Trust. - ------------------------- (2) Held by GRM Industries, Inc., a wholly-owned subsidiary of Redlaw Industries, Inc. ("Redlaw"). As reported by the Estate on its Schedule 13D filed for Redlaw, the Estate beneficially owns approximately 67.7% of Redlaw Common Stock. (Continued on following pages) (Page 6 of 8 Pages) 7 Allyn P. Chandler, personal co-representative of the Estate is president and chief executive officer of both Redlaw Industries, Inc. ("Redlaw") and GRM Industries, Inc. ("GRM"). Allyn P. Chandler holds 750 shares of Johnston Common Stock. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Of the 3,588,704 shares of Johnston Common Stock held by GRM, 3,480,807 are pledged as security for GRM's loan from Comerica Bank in the amount of $7,614,885.72. Of the 368,964 shares of Johnston Common Stock held by the Estate, 247,789 shares are pledged as security for a loan with Chase Manhattan Bank in the amount of $749,057.49 and 21,675 shares are held in a margin account at Interstate/Johnson Lane against an outstanding balance of $36,376.99. Item 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1: Loan Agreement between David L. Chandler and Chase Manhattan Bank dated September 27, 1995. (Continued on following pages) (Page 7 of 8 Pages) 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D of the Estate of David L. Chandler, deceased, is true, complete and correct. MARCH 3, 1999 ------------------------------------- (Date) Estate of David L. Chandler, deceased By: /s/ ALLYN P. CHANDLER --------------------------------- (Signature) Allyn P. Chandler, Co-Executor By: /s/ ANN P. CHANDLER --------------------------------- (Signature) Ann P. Chandler, Co-Executor (Continued on following pages) (Page 8 of 8 Pages) EX-1 2 LOAN AGREEMENT 1 EXHIBIT 1. GRID TIME PROMISSORY NOTE (Prime Rate-365-366-Day Basis) $1,600,000 New York, New York September 27, 1995 For value received, the undersigned unconditionally (and if more than one, jointly and severally) promise(s) to pay to the order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Bank"), at its principal office located at 1 Chase Manhattan Plaza, New York, New York 10051, the principal amount of ONE MILLION SIX HUNDRED THOUSAND DOLLARS ($1,600,000.00) or, if less, the unpaid principal amount of each loan made to the undersigned by the Bank and outstanding under this Note, on the maturity date(s) as shown on the attached schedule or any continuation of the schedule. The undersigned promise(s) to pay interest on the unpaid balance of the principal amount of each such loan from and including the date of each such loan to but excluding the due date of such loan at a variable rate per annum equal to the rate of interest from time to time announced by the Bank at said principal office as its prime commercial lending rate (the "Prime Rate") plus 1/2 % (the "Margin"). Interest shall be payable on the LAST day each calendar MONTH (commencing on the first such date occurring after the date of the first such loan) and on any payment of such principal. Any principal not paid when due (whether at stated maturity, by acceleration or otherwise) shall bear interest from and including the date due to but excluding the date paid in full at a variable rate per annum equal to 2% above the prime Rate plus the Margin, such interest to be payable ON DEMAND and on any payment of such principal. The interest rate on this Note shall change in accordance with, and changes in such interest rate shall be effective as of the effective date of, announcements by the Bank of changes in the Prime Rate. Interest shall be calculated on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days elapsed. All payments under this Note shall be made in lawful money of the United States of America and in immediately available funds at the Bank's principal office specified above. If any loan evidenced by this Note becomes due and payable on a Saturday, Sunday or a day that is not a banking day in New York City, the maturity of such loan shall be extended to the next succeeding banking day, and interest shall be payable for such extension on such loan at the rate of interest specified in this Note. The Bank may (but shall not be obligated to) debit the amount of any payment under this Note that is not made when due to any deposit account of (any of) the undersigned with the Bank. If the undersigned are more than one, all obligations of the undersigned under this Note shall be joint and several. This Note may be prepaid without penalty. The date, amount and maturity date of each loan under this Note and each payment of principal, loan(s) to which such principal is applied (which shall be at the discretion of the Bank) and the outstanding principal balance of loans, shall be recorded by the Bank on its books and prior to 2 any transfer of this Note (or at the discretion of the Bank, at any other time) endorsed by the Bank on the schedule attached or any continuation of the schedule. Any such endorsement shall be conclusive in the absence of manifest error. If any of the following events of default shall occur with respect to any of the undersigned: (a) the undersigned shall fail to pay the principal of, or interest on, this Note, or any other amount payable under this Note, as and when due and payable; (b) any representation or warranty made or deemed made by the undersigned in this Note or in any document granting security or support (or otherwise executed in connection with this Note) or any third party supporting or liable with respect to this Note (whether by guaranty, subordination, grant of security or any other credit support, a "Third Party") in any document evidencing the obligations of a Third Party (this Note and all of the foregoing documents of the undersigned of a Third Party being the "Facility Documents") or which is contained in any certificate, document, opinion, financial or other statement furnished at any time under or in connection with any Facility Document, shall prove to have been incorrect in any material respect on or as of the date made or deemed made; (c) the undersigned or any Third Party shall fail to perform or observe any term, covenant or agreement contained in any Facility Document on its part to be performed or observed; (d) the undersigned or any Third Party shall fail to pay when due any indebtedness (including but not limited to indebtedness for borrowed money) or if any such indebtedness shall become due and payable, or shall be capable of becoming due and payable at the option of any holder thereof, by acceleration of its maturity; or if there shall be any default by the undersigned or any Third Party under any agreement relating to such indebtedness; (e) the undersigned or any Third Party: (i) shall generally not, or be unable to, or shall admit in writing its inability to pay its debts as such debts become due; (ii) shall make an assignment of the benefit of creditors; (iii) shall file a petition in bankruptcy or for any relief under any law of any jurisdiction relating to reorganization, arrangement, readjustment of debt, dissolution or liquidation; (iv) shall have any such petition filed against it and the same shall remain undismissed for a period of 30 days or shall consent or acquiesce thereto; or (v) shall have had a receiver, custodian or trustee appointed for all or a substantial part of its property; (f) if the undersigned or any third party is an individual, such individual shall die; (g) any Third Party Facility Document shall at any time and for any reason cease to be in full force and effect or shall be declared null and void, or its validity or enforceability shall be contested by the relevant Third Party or such Third Party shall deny it has any further liability or obligation under any Facility Document or shall fail to perform its obligations under any Facility Document; (h) any security agreement or other agreement (whether by the undersigned or any Third Party) granting a security interest, lien, mortgage or other encumbrance securing obligations under any Facility Document shall at any time and for any reason cease to create a valid and perfected first priority security interest, lien, mortgage or encumbrance in or on the property purported to subject to such agreement or shall cease to be in full force and effect or shall be declared null and void, or the enforceability of any such agreement shall be contested by any party to such agreement, or such party shall deny it has any further liability or obligation under such agreement or any such party shall fail to perform any of its obligations under such agreement; THEN, in any such case, if the Bank shall elect by notice to the undersigned, the unpaid principal amount of this Note, together with accrued interest, shall become forthwith due and payable; provided that in the case of an event of default under (e) above, the unpaid principal amount of this Note, together with accrued interest, shall immediately become due and payable without any notice or other action by the Bank. 3 The undersigned waive(s) presentment, notice of dishonor, protest and any other notice or formally with respect to this Note. The undersigned agree(s) to reimburse the Bank on demand for all costs, expenses and charges (including, without limitation, fees and charges of external legal counsel for the Bank and costs allocated by its internal legal department) in connection with the interpretations, performance or enforcement of this Note. The undersigned consent(s) to the non-exclusive jurisdiction an venue of the state of federal courts located in the City of New York. Service of process by the Bank in connection with any dispute shall be binding on the undersigned if sent to the undersigned by registered mail at the address(es) specified below. The undersigned waive(s) any right the undersigned may have to a jury trial. This Note shall be governed by, and interpreted and construed in accordance with, the law of the State of New York; provided that the foregoing is not intended to limit the maximum rate of interest which may be charged or collected by the Bank on this Note. If, under the law applicable to it, the Bank may charge or collect such interest at a higher rate than is permissible under the law of said State, in no case shall the interest on this Note exceed the maximum amount which the Bank may charge or collect under such law applicable to it. Addresses for notices: DAVID L. CHANDLER - ---------------------------------- --------------------------------- 177 BEACH ROAD By - ---------------------------------- ------------------------------- HOBE SOUND, FLORIDA 33455 By DAVID L. CHANDLER - ---------------------------------- ------------------------------- Address(es) for notices: - ---------------------------------- ------------------------------- By - ---------------------------------- ------------------------------- By - ---------------------------------- --------------------------------- --------------------------------- SWORN TO AND SUBSCRIBED BEFORE NOTARY PUBLIC ME THIS _____ DAY OF ________, 19__. MY COMMISSION EXPIRES:___________ -----END PRIVACY-ENHANCED MESSAGE-----