Johnson Controls Files Shelf Registration; Announces Preferred Stock Conversion
MILWAUKEE, Dec. 15, 2003 -- Johnson Controls, Inc. today announced that it has filed a universal shelf registration statement with the U.S. Securities and Exchange Commission registering an aggregate of $1.5 billion of securities, which includes common stock, preferred stock, debt or other types of securities, as well as warrants and stock purchase contracts. The registration incorporates $75 million in securities unissued under the company's previous shelf filing in 1997.
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Johnson Controls also announced that it anticipates that its Series D Convertible Preferred Stock, which was issued to an Employee Stock Ownership Plan in 1989, and subsequently allocated to the company's 401(k) plan participants, will be converted in accordance with its terms into approximately 3.7 million shares of common stock (on a pre-split basis), effective December 31, 2003.
In its universal shelf registration, the company said it plans to use the net proceeds from the sale of offered securities, as and when they are offered, for general corporate purposes, which may include repurchases of outstanding long-term debt, capital expenditures, investments in subsidiaries, working capital, repayment of borrowings under bank credit agreements and financing of acquisitions.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Written copies of the base prospectus and, when available, any prospectus supplement may be obtained by contacting Johnson Controls, Inc., 5757 North Green Bay Avenue, P.O. Box 591, Milwaukee, Wisconsin 53201-0591, Attention Shareholder Services.
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 integrated seating and interior systems, and batteries. For non- residential facilities, Johnson Controls provides control systems and services, including comfort, energy and security management. Johnson Controls , founded in 1885, has headquarters in Milwaukee, Wisconsin (U.S.A.).
Johnson Controls has made forward-looking statements in this document pertaining to its financial results for fiscal 2004 that are based on preliminary data and are subject to risks and uncertainties. Forward-looking statements include information concerning possible or assumed future risks and may include words such as "believes," "expects," "estimates," "anticipates" or similar expressions. For those statements, the company cautions that numerous important factors, such as automotive vehicle production levels and schedules, the strength of the U.S. or other economies, currency exchange rates, cancellation of commercial contracts, operational efficiencies, as well as those factors discussed in the company's Form 8-K (dated November 12, 2002) could affect the company's actual results and could cause its actual consolidated results to differ materially from those expressed in any forward- looking statement made by, or on behalf of, the company.
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