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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) JUNE 19, 2000
BERKSHIRE HATHAWAY INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 1-04905 47-0813844
(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER IDENTIFICATION NO.)
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1440 Kiewit Plaza
Omaha, Nebraska 68131
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (402) 346-1400
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ITEM 5. OTHER EVENTS
On June 19, 2000, Berkshire Hathaway Inc., a Delaware corporation
("Berkshire"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), by and among Berkshire, J Acquisition Corp., a Texas corporation
and a wholly owned subsidiary of the Company ("Purchaser"), and Justin
Industries, Inc., a Texas corporation ("Justin").
Pursuant to the Merger Agreement, Purchaser will offer to purchase, through
a cash tender offer, all of the outstanding shares of Justin's common stock for
$22.00 per share. The cash tender will commence by June 27, 2000 and is not
subject to any financing conditions. Following the tender offer, subject to the
terms of the Merger Agreement, Purchaser will merge with Justin. In the merger,
Justin's shareholders will receive $22.00 per share in cash for each share of
Justin's common stock. The offer is conditioned upon, among other things, there
being tendered and not withdrawn prior to the expiration date of the offer at
least 67% of outstanding Justin common shares on a fully-diluted basis. This
condition can be waived by Purchaser under certain circumstances. The offer
will expire twenty business days after it is commenced, but it may be extended
by Purchaser under certain circumstances. The acquisition is subject to
regulatory approval under the Hart-Scott-Rodino Antitrust Improvements Act and
other customary conditions.
The Justin Board of Directors unanimously approved the Merger Agreement.
Mr. John S. Justin, Jr. and trusts that he controls (the "Stockholders"), which
own approximately 20% of the outstanding Justin shares, have agreed, pursuant to
a Stockholders Agreement, dated as of June 19, 2000 (the "Stockholders
Agreement"), among Berkshire, Purchaser and the Stockholders, to tender all of
their shares and to vote all of their shares in favor of the merger and against
any alternative acquisition proposal. In addition, the Stockholders have
granted Purchaser an option with respect to their shares exercisable under
certain conditions.
A copy of the Merger Agreement is attached hereto as Exhibit 10.1 and a
copy of the Stockholders Agreement is attached hereto as Exhibit 10.2. The
foregoing descriptions of the Merger Agreement and the Stockholders Agreement
are qualified in their entirety by reference to the Merger Agreement and
Stockholders Agreement. A copy of the press release announcing the transaction
is filed with the Securities and Exchange Commission under cover of a Tender
Offer Statement on Schedule TO that is filed on the same day as this Current
Report on Form 8-K, and is incorporated herein by reference.
ITEM 7. EXHIBITS
10.1* Agreement and Plan of Merger, dated as of June 19, 2000, by and among
Berkshire Hathaway Inc., J Acquisition Corp. and Justin Industries,
Inc..
10.2 Stockholders Agreement, dated as of June 19, 2000, among Berkshire
Hathaway Inc., J Acquisition Corp., John S. Justin, Jr., the John and
Jane Justin Charitable Remainder Unitrust under Agreement dated June 20,
1998, and the John S. Justin Jr. Charitable Remainder Trust under
Agreement dated October 12, 1992.
99.1 Press Release issued by Justin Industries, Inc. and Berkshire Hathaway
Inc. on June 20, 2000 (incorporated herein by reference to the Tender
Offer Statement on Schedule TO filed by Berkshire Hathaway Inc. on June
20, 2000).
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* Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the Agreement
and Plan of Merger are omitted. The exhibit contains a list identifying the
contents of all schedules and Berkshire agrees to furnish supplementally copies
of such schedules to the Commission upon request.
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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.
BERKSHIRE HATHAWAY INC.
/s/ Marc D. Hamburg
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Date: June 20, 2000 By: Marc D. Hamburg
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
10.1* Agreement and Plan of Merger, dated as of June 19, 2000, by and among
Berkshire Hathaway Inc., J Acquisition Corp. and Justin Industries,
Inc..
10.2 Stockholders Agreement, dated as of June 19, 2000, among Berkshire
Hathaway Inc., J Acquisition Corp., John S. Justin, Jr., the John and
Jane Justin Charitable Remainder Unitrust under Agreement dated June 20,
1998, and the John S. Justin Jr. Charitable Remainder Trust under
Agreement dated October 12, 1992.
99.1 Press Release issued by Justin Industries, Inc. and Berkshire Hathaway
Inc. on June 20, 2000 (incorporated herein by reference to the Tender
Offer Statement on Schedule TO filed by Berkshire Hathaway Inc. on June
20, 2000).
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* Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the Agreement
and Plan of Merger are omitted. The exhibit contains a list identifying the
contents of all schedules and the Registrant agrees to furnish supplementally
copies of such schedules to the Commission upon request.
