-----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, KkHCsHG2Uw8eNMpFfqPUyba9BMDzub81/eTfumMRIwhigK875osf86FPcChLjPDH RujkCidjWMeJs3lWUi3Zlw== 0000950123-09-046411.txt : 20090928 0000950123-09-046411.hdr.sgml : 20090928 20090928134800 ACCESSION NUMBER: 0000950123-09-046411 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090928 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090928 DATE AS OF CHANGE: 20090928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JOHNSON CONTROLS INC CENTRAL INDEX KEY: 0000053669 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC BUILDING AND RELATED FURNITURE [2531] IRS NUMBER: 390380010 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05097 FILM NUMBER: 091089794 BUSINESS ADDRESS: STREET 1: 5757 N GREEN BAY AVENUE STREET 2: P O BOX 591 CITY: MILWAUKEE STATE: WI ZIP: 53201 BUSINESS PHONE: 4145241200 MAIL ADDRESS: STREET 1: 5757 N GREEN BAY AVENUE STREET 2: P O BOX 591 CITY: MILWAUKEE STATE: WI ZIP: 53201 8-K 1 c53804e8vk.htm FORM 8-K e8vk
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UNITED STATES
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): September 28, 2009
JOHNSON CONTROLS, INC.
 
(Exact name of registrant as specified in its charter)
         
Wisconsin   1-5097   39-0380010
         
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
     
5757 North Green Bay Avenue
Milwaukee, WI
  53209
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (414) 524-1200
Not Applicable
 
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
þ     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 8.01. Other Events.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1


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Item 8.01. Other Events.
     On September 28, 2009, Johnson Controls, Inc. announced the results of its offer to exchange its Equity Units. A copy of the related press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
  (a)   Not applicable.
 
  (b)   Not applicable.
 
  (c)   Not applicable.
 
  (d)   Exhibits. The following exhibit is being filed herewith:
  (99.1)   Press Release issued by Johnson Controls, Inc., dated September 28, 2009.

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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.
         
  JOHNSON CONTROLS, INC.
 
 
  BY:   /s/ Frank A. Voltolina    
    Frank A. Voltolina   
    Vice President and Corporate Treasurer   
 
Date: September 28, 2009

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EXHIBIT INDEX
     
Exhibit No.   Description
(99.1)
  Press Release issued by Johnson Controls, Inc., dated September 28, 2009.

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EX-99.1 2 c53804exv99w1.htm EX-99.1 exv99w1
EXHIBIT 99.1
Johnson Controls Announces Results of Offer to Exchange its Equity Units
     MILWAUKEE, Sept. 28, 2009 /PRNewswire/ — Johnson Controls, Inc. (NYSE: JCI) today announced the final results of its previously announced offer to exchange up to 8,550,000 of its outstanding Equity Units (the “Equity Units”) in the form of Corporate Units (the “Corporate Units”) for a cash payment and shares of its common stock (the “Corporate Units Exchange Offer”). The Corporate Units Exchange Offer expired at 5:00 p.m., New York City time, on September 25, 2009 (the “Expiration Date”).
     Johnson Controls has been advised by Global Bondholder Services Corporation, the information and exchange agent for the Corporate Units Exchange Offer, that approximately 8,082,000 Corporate Units had been tendered as of the Expiration Date, all of which have been accepted for exchange. Johnson Controls will exchange approximately 39.3 million shares of common stock and approximately $52.5 million in cash for the Corporate Units accepted in the Corporate Units Exchange Offer. Settlement of the Corporate Units Exchange Offer will occur on September 30, 2009 after payment of the quarterly cash distributions on the Equity Units for the period ended September 30, 2009 has been made to persons that were holders of record of the Equity Units as of September 15, 2009.
     Approximately 89.8% of the outstanding Corporate Units was tendered in the Corporate Units Exchange Offer. A total of approximately 918,000 Corporate Units will remain outstanding following the Corporate Units Exchange Offer.
     BofA Merrill Lynch and Barclays Capital acted as joint-lead dealer managers for the Corporate Units Exchange Offer and Citi acted as co-dealer manager. Additional information regarding the Corporate Units Exchange Offer may be obtained from Global Bondholder Services Corporation at 212-430-3774 or 866-389-1500 (toll-free), or from BofA Merrill Lynch at 646-855-3401 or 888-292-0070 (toll-free), attention Debt Advisory Services, or Barclays Capital at 212-528-7581 or 800-438-3242 (toll-free), attention Liability Management Group.
     This press release does not constitute an offer to sell or the solicitation of an offer to buy the common stock nor shall there be any sale of the common stock in any jurisdiction in which such offer, solicitation or sale would be unlawful.
     About Johnson Controls
     Johnson Controls is the global leader that brings ingenuity to the places where people live, work and travel. By integrating technologies, products and services, we create smart environments that redefine the relationships between people and their surroundings. Our team of 140,000 employees creates a more comfortable, safe and sustainable world through our products and services for more than 200 million vehicles, 12 million homes and one million commercial buildings. Our commitment to sustainability drives our environmental stewardship, good corporate citizenship in our workplaces and communities, and the products and services we provide to customers. For additional information, please visit http://www.johnsoncontrols.com/. Johnson Controls’ common stock and the Corporate Units are listed on the New York Stock Exchange under the symbols “JCI” and “JCI PrZ,” respectively.
     SOURCE Johnson Controls, Inc.

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