4 1 edgar.htm 4 Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Barth, John M.

2. Issuer Name and Ticker or Trading Symbol
Johnson Controls, Inc. JCI

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
X Officer (give title below)          Other (specify below)

President and Chief Executive Officer             

(Last)      (First)     (Middle)

5757 N. Green Bay Ave.
P.O. Box 591

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
11/18/02

(Street)

Milwaukee, WI 53201-0591

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock

 

 

 

 

 

 

 

4,719

I

By 401(k) Plan Trust

Preferred Stock Series D

 

 

 

 

 

 

 

1,141

I

By 401(k) Plan ESOP Trust

Common Stock

11/18/02

 

M

 

50,262

A

$57.7813

 

D

 

Common Stock

11/18/02

 

F

 

35,110

D

$82.715

 

D

 

Common Stock

11/18/02

 

M

 

39,738

A

$57.7813

 

D

 

Common Stock

11/18/02

 

D

 

39,738

D

$82.715

84,164.041

D

 
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Phantom Stock Units/Excess Benefit Plan-Common

1-for-1

 

 

 

 

 

 

 (1)

 (2)

Common Stock

3,466

 

3,466

D

 

Phantom Stock Units/Excess Benefit Plan-Preferred

1-for-1

 

 

 

 

 

 

 (3)

 (4)

Preferred Stock Series D

3,844

 

3,844

D

 

Phantom Stock Units/LTPP

1-for-1

 

 

 

 

 

 

 (5)

 (6)

Common Stock

13,241

 

13,241

D

 

Phantom Stock Units/Restricted Stock Grant

1-for-1

 

 

 

 

 

 

 (7)

 (8)

Common Stock

25,303.1

 

25,303.1

D

 

Stock Option

$80.2300

 

 

 

 

 

 

11/14/03

11/14/11

Common Stock

100,000

 

100,000

D

 

Stock Appreciation Rights/Tandem Stock Option(9)

$57.7813

11/18/02

 

M

 

 

39,738

11/18//00

11/18/08

Common Stock

39,738

 

5262

D

 

Stock Option

$57.7813

11/18/02

 

M

 

 

45,000

11/18/00

11/18/08

Common Stock

45,000

 

0

D

 

Stock Option

$58.4063

 

 

 

 

 

 

11/17/01

11/17/09

Common Stock

75,000

 

75,000

D

 

Stock Option

$56.8438

 

 

 

 

 

 

11/15/02

11/15/10

Common Stock

150,000

 

150,000

D

 

Stock Option/Tandem SAR(10)

$57.7813

11/18/02

 

M

 

 

5,262

11/18/00

11/18/08

Common Stock

5,262

 

39,738

D

 

Stock Option/Tandem SAR

$57.7813

11/18/02

 

H(11)

 

 

39,738

11/18/02

11/18/02

Common Stock

39,738

 

0

D

 

Stock Appreciation Rights/Tandem Stock Option

$57.7813

11/18/02

 

H(12)

 

 

5,262

11/18/02

11/18/02

Common Stock

5,262

 

0

D

 

Explanation of Responses:

(1) The phantom stock units were accrued under the Johnson Controls Equalization 401(k) Benefit Plan and are to be settled 100% in cash upon the reporting person's retirement.
(2) The phantom stock units were accrued under the Johnson Controls Equalization 401(k) Benefit Plan and are to be settled 100% in cash upon the reporting person's retirement.
(3) The phantom stock units were accrued under the Johnson Controls Equalization 401(k) Benefit Plan and are to be settled 100% in cash upon the reporting person's retirement.
(4) The phantom stock units were accrued under the Johnson Controls Equalization 401(k) Benefit Plan and are to be settled 100% in cash upon the reporting person's retirement.
(5) The phantom stock units were accrued under the Johnson Controls Long-Term Performance Plan and are to be settled 100% in cash upon the reporting person's retirement.
(6) The phantom stock units were accrued under the Johnson Controls Long-Term Performance Plan and are to be settled 100% in cash upon the reporting person's retirement.
(7) The restricted phantom stock units were awarded under the Johnson Controls Executive Deferred Compensation Plan. The restricitve period ends on 1/2/2004 and 1/2/2006 in 50% increments. The units are to be settled 100% in cash upon the reporting person's retirement.
(8) The restricted phantom stock units were awarded under the Johnson Controls Executive Deferred Compensation Plan. The restricitve period ends on 1/2/2004 and 1/2/2006 in 50% increments. The units are to be settled 100% in cash upon the reporting person's retirement.
(9) The Stock Appreciation Rights and the Employee Stock Option were granted in tandem. Accordingly, the exercise of one results in the expiration of other.
(10) The Stock Appreciation Rights and the Employee Stock Option were granted in tandem. Accordingly, the exercise of one results in the expiration of other.
(11) Cancelation of option upon exercise of tandem SAR.
(12) Cancelation of Option upon exercise of tandem NSO.
  By: /s/ Arlene D. Gumm
             Attorney-In-Fact for John M. Barth
**Signature of Reporting Person		 11/20/02
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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POWER OF ATTORNEY
Know all by these presents, that, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the undersigned hereby constitutes and appoints each of John P. Kennedy, Jerome D. Okarma, Arlene D. Gumm, Barbara L. Heil and any of their substitutes, signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the "Exchange Act")), in the undersigned's capacity as an officer of Johnson Controls, Inc., a Wisconsin corporation (the "Company"), any and all Forms 3, 4 and/or 5, and any amendments thereto, that are necessary or advisable for the undersigned to file under Section 16(a) (collectively, "Documents");
(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Documents and timely file such Documents with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact (or such attorney-in-fact's substitute or substitutes) shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that each attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is such attorney-in-fact's substitute or substitutes or the Company assuming, any of the undersigned's responsibilities to comply with the Exchange Act.  The undersigned agrees to defend and hold harmless each attorney-in-fact (and such attorney-in-fact's substitute or substitutes) from and against any and all loss, damage or liability that such attorney-in-fact may sustain as a result of any action taken in good faith hereunder.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Documents with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26 day of August, 2002.


/s/ John M. Barth
                             Signature

             Printed Name: John M. Barth