<PAGE>
ATTACHMENT A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
--
Manville Corporation
-------------------------------------
(Name of Issuer)
Common Stock
-------------------------------------
(Title of Class of Securities)
565020-30-2
-------------------------------------
(CUSIP Number)
David T. Austern, Esq., General Counsel
Manville Personal Injury Settlement Trust
1825 I Street, N.W., Washington, DC 20006-1202
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 28, 1988
-------------------------------------------------------
(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 which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box:
---
/ /
---
Check the following box if a fee is being paid with this
statement:
---
/ X /
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Page 1 of 31 pages
<PAGE>
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/ CUSIP NO. 565020-30-2 /
----------------------
----------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Manville Personal Injury Settlement Trust
52-1516818
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2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
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3. SEC Use Only
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4. Source of Funds
00
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5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
---
Not applicable
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6. Citizenship or Place of Organization
New York
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Number of 7. Sole Voting Power
Shares 24,000,000
-------------------------
Beneficially 8. Shared Voting Power
Owned by -0-
-------------------------
Each Reporting 9. Sole Dispositive Power
Person With 24,000,000
-------------------------
10. Shared Dispositive Power
-0-
-------------------------
Page 2 of 31 pages
<PAGE>
----------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
24,000,000
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ X/
---
----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
50
----------------------------------------------------------------
14. Type of Reporting Person
00
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Page 3 of 31 pages
<PAGE>
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/ CUSIP NO. 565020-30-2 /
----------------------
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1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Donald M. Blinken, trustee
###-##-####
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2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
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3. SEC Use Only
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4. Source of Funds
00
----------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
---
Not applicable
----------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
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Number of 7. Sole Voting Power
Shares -0-
-------------------------
Beneficially 8. Shared Voting Power
Owned by 24,000,000
-------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
-------------------------
10. Shared Dispositive Power
24,000,000
-------------------------
Page 4 of 31 pages
<PAGE>
----------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
24,000,000
----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ X/
---
----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
50
----------------------------------------------------------------
14. Type of Reporting Person
IN
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Page 5 of 31 pages
<PAGE>
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/ CUSIP NO. 565020-30-2 /
----------------------
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1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Daniel Fogel, trustee
###-##-####
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2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
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3. SEC Use Only
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4. Source of Funds
00
----------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
---
Not applicable
----------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
----------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
-------------------------
Beneficially 8. Shared Voting Power
Owned by 24,000,000
-------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
-------------------------
10. Shared Dispositive Power
24,000,000
-------------------------
Page 6 of 31 pages
<PAGE>
----------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
24,000,000
----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ X/
---
----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
50
----------------------------------------------------------------
14. Type of Reporting Person
IN
----------------------------------------------------------------
Page 7 of 31 pages
<PAGE>
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/ CUSIP NO. 565020-30-2 /
----------------------
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1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Francis H. Hare, Jr., trustee
###-##-####
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2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
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3. SEC Use Only
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4. Source of Funds
00
----------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
---
Not applicable
----------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
----------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
-------------------------
Beneficially 8. Shared Voting Power
Owned by 24,000,000
-------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
-------------------------
10. Shared Dispositive Power
24,000,000
-------------------------
Page 8 of 31 pages
<PAGE>
----------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
24,000,000
----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ X/
---
----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
50
----------------------------------------------------------------
14. Type of Reporting Person
IN
----------------------------------------------------------------
Page 9 of 31 pages
<PAGE>
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/ CUSIP NO. 565020-30-2 /
----------------------
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1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Christian E. Markey, Jr., trustee
###-##-####
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2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
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3. SEC Use Only
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4. Source of Funds
00
----------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
---
Not applicable
----------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
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Number of 7. Sole Voting Power
Shares -0-
-------------------------
Beneficially 8. Shared Voting Power
Owned by 24,000,000
-------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
-------------------------
10. Shared Dispositive Power
24,000,000
-------------------------
Page 10 of 31 pages
<PAGE>
----------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
24,000,000
----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ X/
---
----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
50
----------------------------------------------------------------
14. Type of Reporting Person
IN
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Page 11 of 31 pages
<PAGE>
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/ CUSIP NO. 565020-30-2 /
----------------------
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1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
John C. Sawhill, trustee
###-##-####
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2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
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3. SEC Use Only
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4. Source of Funds
00
----------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
---
Not applicable
----------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
----------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
-------------------------
Beneficially 8. Shared Voting Power
Owned by 24,000,000
-------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
-------------------------
10. Shared Dispositive Power
24,000,000
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Page 12 of 31 pages
<PAGE>
----------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
24,000,000
----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ X/
---
----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
50
----------------------------------------------------------------
14. Type of Reporting Person
IN
----------------------------------------------------------------
Page 13 of 31 pages
<PAGE>
Item 1. Security and Issuer.
------- -------------------
This statement on Schedule 13D ("Statement")
pertains to the Common Stock, $.01 par value ("Common
Stock"), of Manville Corporation, a Delaware corporation
("Manville"), which has its principal executive offices at
717 17th Street, Denver, Colorado 80202.
Item 2. Identity and Background
------- -----------------------
This Statement is being filed by Manville Personal
Injury Settlement Trust (the "Trust"), which is governed by
the laws of the State of New York and was formed as an
irrevocable trust pursuant to a Trust Agreement dated
November 28, 1988 (the "Trust Agreement") approved by the
United States Bankruptcy Court of the Southern District of
New York (the "Bankruptcy Court"). The Trust was formed to
implement certain portions of the plan of reorganization more
particularly referred to below.
On August 26, 1982, Manville and twenty of its
subsidiaries filed separate petitions for reorganization
under Chapter 11 of the Bankruptcy Reform Act of 1978 (the
"Bankruptcy Act") in the Bankruptcy Court. The filings were
precipitated by contingent liabilities resulting from pending
and potential litigation involving (i) individuals exposed to
asbestos who had manifested asbestos-related diseases or
conditions prior to the confirmation of the Plan referred to
below ("A-H Claims") and (ii) individuals exposed to asbestos
who had not manifested asbestos-related diseases or condi-
tions at such time ("Future A-H Claims").
On December 22, 1986, the Bankruptcy Court
confirmed Manville's Second Amended and Restated Plan of
Reorganization dated August 22, 1986, as modified, (the
"Plan"), which superseded earlier plans filed with the
Bankruptcy Court. The Plan was consummated pursuant to its
terms on November 28, 1988 (the "Consummation Date").
Portions of the Plan, the Trust Agreement and a supplemental
agreement between the Trust and Manville (the "Supplemental
Agreement") are summarized herein. These summaries are
qualified by reference to the Plan, the Trust Agreement and
the Supplemental Agreement, copies of which have been filed
by Manville with the Securities and Exchange Commission and
which are incorporated herein by reference.
Page 14 of 31 pages
Pursuant to the Plan, Manville's liabilities with
respect to the A-H Claims and Future A-H Claims were assumed
by the Trust, and Manville's obligations with respect to A-H
Claims were discharged pursuant to the Bankruptcy Act and by
entry of an injunction preventing assertion of Future A-H
Claims against Manville. If the Trust's resources are
inadequate to pay all A-H Claims and Future A-H Claims, it is
possible that the individuals asserting such claims would
attack the injunction in an effort to clear the way for
lawsuits by them against Manville. Manville has stated that
while it believes there are adequate bases for the courts to
uphold the injunction, there can be no assurance that future
courts might not vacate or modify the injunction in whole or
in part.
The Trust has received cash, Manville stock and
Manville debt obligations as summarized below, and Manville
also is obligated to pay certain of its future profits to the
Trust. The Trust will terminate (i) when it is no longer
necessary because A-H Claims and Future A-H Claims have all
been paid; (ii) when claims have dropped below a number
determined by the Trustees, in consultation with the Selected
Counsel for The Beneficiaries, to be de minimis; (iii) when
-- -------
claimants have been provided for through irrevocable
liability insurance; or (iv) with the consent of Manville in
consultation with the Selected Counsel for The Beneficiaries.
If the Trust terminates while the asbestos property damage
trust (the "PD Trust") is still in existence, all assets then
held by the Trust will be transferred to and vest in the PD
Trust. If the PD Trust is not in existence when the Trust
terminates, all cash, other than the proceeds of the sale of
Common Stock and unused insurance coverage in place, will be
applied to charitable purposes as set forth in the Plan. Any
other remaining assets will revert to Manville.
The Trust is to be administered by six independent
persons as trustees and is obligated to administer a non-
judicial claims resolution facility (the "Facility") intended
to provide a simple, economical procedure for resolution of
asbestos health claims. The Trust is obligated to use the
assets in the trust estate to deliver fair, adequate and
equitable compensation to bona fide claimants, whether
presently known or unknown, without overpaying or underpaying
any claims, and with settlement to be preferred over
arbitration, arbitration to be preferred over resort to tort
litigation in the judicial system, and fair and efficient
Page 15 of 31 pages
resolution of A-H Claims and Future A-H Claims to be
preferred over all else. A-H Claims and Future A-H Claims
may be settled through negotiations or arbitration or may be
settled by the Trust and the claimants through tort
litigation.
The initial trustees of the Trust (the "Trustees")
are Donald M. Blinken, Daniel Fogel, Francis H. Hare, Jr.,
Christian E. Markey, Jr. and John C. Sawhill. One trustee
position is currently vacant and will be filled by the
Trustees in accordance with the Trust's bylaws, as described
below.
Mr. Blinken, 62, is Director of Warburg, Pincus &
Co., an investment banking firm, based in New York City. He
has been with the firm since 1959. He is a magna cum laude
graduate of Harvard College and currently serves as Chairman
of the State University of New York's Board of Trustees. He
is also President of the Mark Rothko Foundation, a Director
of the New York Philharmonic and a member of the Trustees'
Council of the National Gallery of Art.
Mr. Fogel, 65, has been a partner in the Los
Angeles law firm of Fogel, Feldman, Ostrov, Ringler & Klevens
since 1953 where he specializes in personal injury and civil
litigation. He holds an A.B. degree from the University of
Chicago and a J.D. degree, cum laude, from the University of
Chicago.
Mr. Hare, 51, is a partner in the law firm of Hare,
Wynn, Newell and Newton in Birmingham, Alabama. He joined
the firm in 1960. He holds a bachelor's degree from the
University of Alabama and a law degree from the University of
Virginia.
Mr. Markey, 58, is Vice President and General
Counsel of the University of Southern California. Prior to
November 1988, he was a judge in the Superior Courts, County
of Los Angeles, California. Prior to being named a judge in
1974, he was a partner in the law firm of Munger, Tolles,
Hills & Rickershauser, also in Los Angeles. He was
scheduling judge for the large asbestos litigation docketed
in the Los Angeles courts but did not preside at such trials.
He holds a bachelor's degree from the University of
California at Berkeley and a law degree from the University
of California at Los Angeles.
Page 16 of 31 pages
Mr. Sawhill, 52, is a senior partner and director
of McKinsey & Co., a consulting firm, in Washington, D.C.
Prior to joining McKinsey in 1981, he was Chairman of the
Board and Chief Executive Officer of the U.S. Synthetic Fuels
Corp. and had previously served as President of New York
University. He earned a bachelor's degree in 1958 from
Princeton University and a Ph.D. in 1963 from New York
University.
The Trust generally may take action by a vote of a
majority of the Trustees present and voting at a meeting at
which a quorum of at least four Trustees is present. Each
Trustee will serve until death, resignation or removal,
subject to mandatory retirement at age 70 unless (and for so
long as) it is waived by a majority vote of the remaining
Trustees. Any Trustee may be removed for cause, which
includes certain conflicts of interest. A vacancy in the
position of a Trustee is filled by the unanimous vote of the
remaining Trustees after consultation with Manville and
Selected Counsel for The Beneficiaries of the Trust. If the
Trustees are unable to appoint a successor Trustee within 90
days of the vacancy, after notice to Manville and publication
of notice, the Trustees shall apply to the Bankruptcy Court
for appointment of a successor Trustee.
Pursuant to the Trust's bylaws, the Trustees have
elected Mr. Sawhill to the office of Managing Trustee of the
Trust. The Managing Trustee, subject to the control and
direction of the Trustees, is responsible for the conduct of
the affairs of the Trust.
In addition to the Managing Trustee, the Trustees
have appointed two executive officers of the Trust, Marianna
S. Smith and Theodore Kleinman.
Marianna S. Smith is Executive Director of the
Trust, and as such, directs all day-to-day operations of the
Trust and reports to the Managing Trustee. Prior to joining
the Trust in 1987, she was Executive Director of the
Association of Trial Lawyers of America from 1984 to 1987.
Ms. Smith was also Academic Dean at the American University
Law School from 1981 to 1984 and Associate Dean at Nova
University in Florida before 1981. She has been a Professor
of Law at the American University Law School, Nova
University, Merton College, Oxford University, Oxford,
England and the Indiana University School of Law, as well as
counsel to a general practice law firm. Ms. Smith is a
graduate of Purdue University's College of Pharmacy. She
Page 17 of 31 pages
graduated magna cum laude from the Indiana University Law
School, and holds a Master of Legal Letters with Honors from
the University of Texas School of Law.
Theodore Kleinman is Chief Financial Officer of the
Trust. Prior to joining the Trust in 1987, he served as
Chief Financial Officer and Associate General Counsel of a
computer services company from 1981 to 1986. Prior thereto,
Mr. Kleinman was a partner in the Washington, D.C. law firm
of Zuckert, Scoutt and Rasenberger and a Staff Attorney with
the United States Department of Justice, Criminal Division,
in Washington, D.C. He holds a bachelor's degree magna cum
laude from Dartmouth College, an M.B.A. with High Honors from
Amos Tuck School of Business Administration, an L.L.B. from
Harvard Law School, and an L.L.M. in Taxation from Georgetown
University Law School.
During the past five years neither the Trust nor
any of the Trustees or executive officers of the Trust has
been a party to any criminal proceedings (excluding traffic
violations or similar misdemeanors) or to any civil
proceedings of a judicial or administrative body of competent
jurisdiction as a result of which such individual or entity
was subject to a judgment, decree or final order enjoining
activities subject to federal or state securities laws or
finding any violation with respect to such laws.
The business address of the Trust and the Trustees
is Suite 300, 1825 Eye Street, N.W., Washington, D.C. 20006-
1202. Each of the Trustees and executive officers of the
Trust is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
------- --------------------------------------------------
On November 28, 1988, pursuant to the Plan,
Manville contributed to the Trust, among other assets,
24,000,000 shares of Common Stock and 7,200,000 shares of
Manville Series A Convertible Preferred Stock (convertible in
certain circumstances into 72,000,000 shares of Common Stock)
and in consideration thereof the Trust undertook its
obligations under the Plan and the Trust Agreement, including
the obligation to determine and pay the A-H Claims and Future
A-H Claims.
Page 18 of 31 pages
Item 4. Purpose of Transaction.
------- -----------------------
Pursuant to the Plan and the Trust Agreement, the
Trust will be funded with:
(a) insurance settlement proceeds totaling
$615 million in Consummation Date Value (as defined
in the Plan), plus approximately $72 million in
certain interest thereon. Of these amounts,
approximately $531 million was received on
Consummation Date;
(b) $150 million in cash plus interest
thereon and a $50 million interest-bearing note
payable in 1990 and 1991 (the "Trust Note") (see
below for prepayment of cash in 1987);
(c) Up to $1.65 billion pursuant to the terms
of a bond (the "Bond") (described below);
(d) Up to $150 million pursuant to the terms
of a second bond (the "Second Bond") (described
below);
(e) 24,000,000 shares of the Common Stock;
(f) 7,200,000 shares of the new Series A
Convertible Preferred Stock (described below); and
(g) Up to 20% of Manville's future profits,
as described in the Plan and summarized below.
The Trust, by receipt of the 24,000,000 shares of
Common Stock, is the largest single holder of Common Stock,
holding 50 percent of the Common Stock outstanding on the
Consummation Date. The Trust holds its Common Stock, Series
A Convertible Preferred Stock and other non-cash assets as
investments for the purpose of providing a fund for the Trust
to pay, among other things, its obligations to the Trust's
beneficiaries and the Trust's operating expenses.
The Trustees do not currently expect to participate
in the management of Manville. The Supplemental Agreement
provides that Manville's nominees for any election of the
directors of Manville will include two nominees approved by
the Trust and Manville will use its best efforts, consistent
with its efforts on behalf of its other nominees, to have
Page 19 of 31 pages
such nominees elected. The Trust has not determined whether
or not to exercise this right at this time. As described
below, the Trust is strictly limited for four years following
the Consummation Date in voting its Common Stock and for five
years in disposing of its Common Stock. The limitations on
voting, however, are suspended in certain events, including
(i) the occurrence of certain events of default on the Bond,
including a payment default, the breach of a warranty or
covenant in the Bond or the Supplemental Agreement, bank-
ruptcy, or a default on any other Manville debt resulting in
the acceleration thereof, (ii) the failure to achieve certain
financial objectives described below and (iii) certain other
events described below. In any such event, the Trust would
have the ability to vote its holdings of the outstanding
Common Stock and it is likely in that circumstance that the
Trust would be able to elect Manville's entire board of
directors. The Trustees have not determined under what
circumstances they would seek to place nominees on Manville's
board of directors nor have they determined what action they
would take upon a default on the Bond, the failure to meet
the specified financial targets or the other events. Such
actions necessarily depend upon an evaluation of all relevant
circumstances at the time, and the Trustees would expect to
act in the manner they then perceive to best preserve the
value of the Trust's assets.
Based on the Trust's experience to date, and
Manville's prior experience, in settling asbestos health
claims and the Trust's operating and other expenses, the
Trust believes that to meet, among other things, its
obligations to beneficiaries and expenses, it may have to
begin selling Common Stock as early as the first quarter of
1990. It is impossible, however, to predict the number of
shares of Common Stock that will be required to be sold
because of uncertainty as to the number of claims that will
be asserted, the timing of the settlement and payment of
claims, the average settlement value of claims, the Trust's
operating and other expenses, the Trust's available cash and
the future market value of the Common Stock, and funds that
may be available through alternative means. Further, the
Supplemental Agreement only permits the Trust to sell Common
Stock within the first five years following the Consummation
Date to the extent that the proceeds of such sales do not
exceed 110% of the amount by which all Trust expenses and
asbestos health claims paid during all prior Trust fiscal
years exceed the aggregate amount of cash actually received
by the Trust during such fiscal years and after the third
year following the Consummation Date to the extent of 15% of
Page 20 of 31 pages
the then outstanding shares of Common Stock. For additional
information on the Trust's need to sell Common Stock, see the
Report filed with the Bankruptcy Court on November 18, 1988,
a copy of which is an exhibit hereto.
Depending on numerous circumstances, including the
price of the Common Stock, the amount of the Trust's holdings
of Common Stock, the availability of funds and the benefit to
the Trust, the Trust may purchase Common Stock or warrants to
purchase Common Stock, but it has no current plans to do so.
The Trust may also purchase outstanding Manville debt
securities depending on the availability of funds and the
return that may be earned on such debt securities.
Other than as stated above, the Trustees have no
plans, arrangements or understandings with respect to plans
or proposals which relate to or would result in (i) the
acquisition or disposition of any additional Common Stock;
(ii) an extraordinary corporate transaction such as a merger,
reorganization or liquidation involving Manville or any of
its subsidiaries; (iii) the sale or transfer of a material
amount of the assets of Manville or any of its subsidiaries;
(iv) any change in Manville's present board of directors or
management; (v) any change in the present capitalization or
dividend restrictions on Manville; (vi) any other material
change in Manville's charter or bylaws or any other actions
that may impede the acquisition or control of Manville by any
person; (vii) any action causing the Common Stock to be
delisted from the New York Stock Exchange or causing the
Common Stock to be eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act
of 1934; or (viii) any action similar to those enumerated
above.
During 1987, Manville irrevocably contributed in
cash $150 million plus accrued interest to the Trust as
payment of Manville's obligations owed on the Consummation
Date. This allowed the Trust to develop its initial
operations and resulted in certain tax benefits to Manville.
This prefunding of amounts to be contributed under the Plan
was approved by the Bankruptcy Court on December 14, 1987.
The Bond. The Bond provides for total payments of
---------
$1.65 billion with payments commencing in 1991 of $75 million
annually. Starting in 2001, amounts payable under the Bond
may be deferred to the extent they are not needed by the
Trust, with all deferred amounts payable when needed or, if
Page 21 of 31 pages
not needed before the twenty-sixth year, in the twenty-sixth
year as follows: first, to be applied to any then existing
need of the Trust; then to be applied to any accumulated need
of the PD Trust; and finally by issuance of a five-year note
in the amount of the unpaid balance (the "Note") to the PD
Trust.
The Second Bond. The Second Bond requires Manville
----------------
to pay to the Trust, in each of the twenty-sixth and twenty-
seventh years after 1987, $75 million, (for a total of $150
million) all or a portion of which is subject to deferral in
the event of insufficient need. Any amounts not needed by
the Trust in any year will be applied to any accumulated need
of the PD Trust, or, if there is no such need, by
correspondingly increasing the outstanding principal amount
of the Note at the end of the twenty-seventh year.
Series A Preferred Stock. The Series A Preferred
-------------------------
Stock is not transferrable except to the PD Trust upon the
termination of the Trust. Series A Preferred Stock is not
redeemable and no dividends are payable on the Series A
Preferred Stock. The Series A Preferred Stock will have a
liquidation preference per share such that the aggregate
liquidation preference of all shares Of Series A Preferred
Stock is equal to eighty percent (80%) of the total value of
stockholders' equity at Consummation or December 31, 1988,
whichever is greater.
Each share of Series A Preferred Stock is
convertible into ten shares (subject to adjustments discussed
in the next paragraph) of Common Stock:
(a) if the total number of shares of Common Stock
held by the Trust and the PD Trust at such time
(counting for this purpose any shares sold if the Trust
or the PD Trust is holding the proceeds of the sale) is
twenty percent or less of outstanding shares of Common
Stock, except that during the sixteenth through
twentieth years after the Consummation Date, not more
than two-thirds of the shares of Series A Preferred
Stock issued at Consummation can be converted pursuant
to this paragraph (a) at any one time, and starting in
the twenty-first year after the Consummation Date, not
more than one-third of the shares of Series A Preferred
Stock issued at Consummation can be converted pursuant
to this paragraph (a) at any one time;
Page 22 of 31 pages
(b) if Manville's board of directors has
determined that the Series A Preferred Stock may
thereafter be converted at any time; or
(c) if Manville's board of directors has
determined to make any distribution (other than cash
dividends and dividends or distributions payable in
shares of Common Stock) to the holders of Common Stock.
The number of shares of Common Stock into which
each share of Series A Preferred Stock is convertible is
subject to adjustment to take account of (i) any split,
combination or reclassification of Common Stock, (ii) any
issuance to holders of Common Stock as a class of any rights
or warrants enabling them to purchase shares of Common Stock
at or below market price, (iii) any distribution to holders
of Common Stock of any Manville debt or equity securities
(other than Common Stock), assets (other than cash dividends)
or rights or warrants entitling them to purchase any Manville
securities, (iv) any dividend on any class of Manville stock
(other than the Series A Preferred Stock) made in shares of
Common Stock or (v) the exercise by the holders thereof of
any of the 7,000,000 Common Stock purchase warrants issued on
the Consummation Date to holders of certain claims (whether
or not the exercise price is below the then-current market
price for Common Stock).
The Trust, as the holder of Series A Preferred
Stock, may vote in any election in which it, as a holder of
Common Stock, could vote (subject to the same conditions on
voting applicable to it as a holder of Common Stock) and is
entitled to cast a vote for each share of Common Stock
issuable upon conversion of the shares of Series A Preferred
Stock then held by the Trust:
(a) at any time after any shares of Series A
Preferred Stock have become convertible as described
above;
(b) at any time during the existence of any event
of default as defined in the Bond, the Second Bond,
certain bonds issued to the PD Trust or any payment
default under the Trust Note; or
(c) at any time that (i) on or after the third
anniversary of the Consummation Date, Manville's average
return on equity for the three prior fiscal years is
Page 23 of 31 pages
less than the lower of (x) 6% and (y) the average return
on equity for certain comparable industrial corporations
for such three prior fiscal years, (ii) Manville's
return on equity for the prior fiscal year (unless such
prior fiscal year includes the Consummation Date) is
less than the lower of (x) 2% and (y) the return on
equity for such comparable corporations for such fiscal
year, or (iii) at the end of the prior fiscal quarter
Manville's consolidated net worth was less than
$500,000,000.
The Profit Sharing. Manville must pay to the Trust
-------------------
for each fiscal year from and including fiscal year 1991, on
or before April 30 of the next fiscal year, up to twenty
percent of its Profits as defined in the Plan to cover the
current funding needs of the Trust (to the extent that such
need is not met by payments under the Bond or the Second Bond
or through amortization of the asset portfolio of the Trust)
as well as any backlog of need accumulated since fiscal year
1991. To the extent that twenty percent of Profits exceeds
what is required to be paid to the Trust, Manville in certain
circumstances must pay the excess to the PD Trust.
Until the termination of the Trust or amendment of
the Supplemental Agreement as discussed below, Manville is
obligated to abide by certain business, financial,
informational and reporting covenants, which provide, among
other things that:
(a) Manville's aggregate consolidated
outstanding amount of debt will not exceed three
hundred percent of consolidated net worth;
(b) management's nominees for any election of
the directors will include two nominees approved by
the Trust;
(c) Manville shall not issue any shares of
its capital stock except (i) upon conversion of
Series A Preferred Stock; (ii) up to four percent
of the aggregate outstanding shares of Common Stock
pursuant to employee compensation plans; (iii) for
property, if the board of directors determines in
good faith that the value of such property is equal
to or greater than the value of the Common Stock
issued in exchange therefor; or (iv) upon exercise
of the warrants for up to 7,000,000 shares of
Page 24 of 31 pages
Common Stock issued in connection with the
Consummation of the Plan;
(d) Manville will not merge with or into any
person, dissolve or sell, lease or otherwise
dispose of all or substantially all of its assets
without the Trust's prior written consent; and
(e) Until the seventh fiscal year following
the Consummation Date, Manville will not pay any
dividends or distributions (other than dividends or
distributions payable in shares of stock ranking
junior on liquidation to the Series A Preferred
Stock) or apply or set aside assets for the
redemption, purchase or other acquisition of any
Manville stock, and thereafter such dividends or
distributions will be subject to limitations set
forth in the Supplemental Agreement.
If in a single transaction or in a series of
related transactions outside of the ordinary course of
business, Manville transfers assets representing more than
twenty percent of the book value or market value of total
assets, and if at least ninety percent of the transfer
proceeds other than illiquid proceeds (and at least eighty
percent of any illiquid proceeds) are not reinvested in
Manville within two years for long-term or capital uses,
Manville will be required to pay to the Trust fifty percent
of the unutilized portion of the transfer proceeds. If in a
single transaction or series of related transactions outside
the ordinary course of business, Manville transfers assets
representing more than either five percent of the book value
or market value (but less than twenty percent of either
value) of total assets, Manville shall deliver to the Trust a
certificate of Manville's chief executive officer describing
the intended use of the proceeds of such transaction and
stating that the board of directors of Manville has
determined that such use is desirable in the conduct of the
business of Manville and is not disadvantageous in any
material respect to the Trust.
Page 25 of 31 pages
Pursuant to the Supplemental Agreement, so long as
the Bond or the Second Bond is outstanding, Manville may not
secure, and may not permit any of its Subsidiaries to secure,
certain other debt issued in connection with the consummation
of the Plan by any mortgage, pledge, charge, lien, security
interest or other encumbrance upon any of the present or
future revenues or assets of Manville or its subsidiaries
without at the same time equally and ratably securing the
Bond and the Second Bond so as to rank pari passu with such
---- -----
other debt.
Breach by Manville of its obligations to the Trust
can result in the elimination of the restrictions on the
voting rights of the Trust (in respect of both Common Stock
and, if applicable, Series A Preferred Stock) and may lead to
acceleration of all unpaid amounts under the Bond and the
Second Bond.
Pursuant to the Supplemental Agreement, the Trust
is subject to certain restrictions on its voting of Common
Stock and Series A Preferred Stock and on its sale of Common
Stock. In general, the Trust is required to vote for
management's nominees to the board of directors for the first
four years after the Consummation Date (except during any
default under the Bond) unless:
(a) a majority of votes cast other than by
the Trust are in favor of a majority of the
nominees for director not nominated by management,
or are withheld from the majority of the nominees
for director nominated by management;
(b) a majority of management's nominees for
director are not directors elected at the prior
meeting of stockholders at which directors were
elected (or, at the first such meeting after the
Consummation Date, a majority of management's
nominees for director are not the current
directors);
(c) a tender offer has been commenced and
Manville does not oppose such tender offer;
(d) Manville fails to comply with any of its
covenants to the Trust;
Page 26 of 31 pages
(e) at any time on or after the third
anniversary of the Consummation Date, Manville's
average return on equity for the three prior fiscal
years (unless the first of such fiscal years
includes the Consummation Date) is less than the
lower of (x) 6% and (y) the average return on
equity for certain comparable industrial
corporations for such fiscal years;
(f) Manville's return on equity for the prior
fiscal year (unless such prior fiscal year includes
the Consummation Date) is less than the lower of
(x) 2% and (y) the return on equity for such
comparable corporations for such fiscal year;
(g) at the end of the prior fiscal quarter,
Manville's consolidated net worth was less than
$500,000,000;
(h) a judgment has been entered in any court
of competent jurisdiction finding that such nominee
has breached any fiduciary duty or finding any
other misconduct on the part of such nominee which,
in the judgment of the Trustees, reflects on the
appropriateness of such nominee's serving as a
director; or
(i) counsel for the Trust has advised that
voting for such nominee might constitute a breach
of any fiduciary duty of the Trust or the Trustees.
These limitations on voting are suspended if a
default under the Bond shall have occurred and be continuing
(after notice is given to Manville) on the date of the
stockholders' meeting. The Trust is not obligated to vote in
favor of any nominee if a judgment has been entered in a
court finding that such nominee has breached any fiduciary
duty or finding any other misconduct on the part of such
nominee which, in the judgment of the Trustees, reflects on
the appropriateness of such nominee serving as a director.
Common Stock held by the Trust cannot be
transferred prior to the fifth anniversary of the
Consummation Date, except that the Trust may transfer Common
Stock, pursuant to the termination provisions of the Trust
Agreement, to the PD Trust, if the Trust has certain excess
assets or for value:
Page 27 of 31 pages
(a) pursuant to a tender offer which has not
been directly or indirectly solicited by the Trust;
(b) on or after the third anniversary of the
Consummation Date, to the extent that the shares of
Common Stock transferred, together with all other
shares of Common Stock transferred by either the
Trust or the PD Trust on or after the third
anniversary of the Consummation Date do not exceed
fifteen percent of all shares of Common Stock then
outstanding;
(c) if the sum of the amount of all Trust
expenses and asbestos health claims paid during all
prior fiscal years exceeds the aggregate amount of
cash actually received by the Trust during such
prior fiscal years, but only if the proceeds of
such transfers are not more than 110% of such
excess; or
(d) at any time pursuant to a pledge of any
shares of Common Stock, provided that the pledgee
--------
shall hold such shares subject to the foregoing
restrictions.
Any sale of Common Stock which would result in the
purchaser holding more than fifteen percent of all outstand-
ing shares of Common Stock is subject to Manville's right of
first refusal. See the discussion above about the Trust's
possible need to sell Common Stock.
Manville, pursuant to the Supplemental Agreement,
agreed to register the Trust's Common Stock for sale under
the Securities Act of 1933 effective upon the Consummation
Date and to keep this registration in effect. Manville also
granted the Trust demand registration rights exercisable at
any time the foregoing registration is not in effect. The
Trust has waived for 90 days the requirement that the Common
Stock be registered. Thereafter, the Trust may elect to
renew or reinstate the waiver.
Manville and the Trust have the ability from time
to time to amend certain documents relating to the Trust
without prior approval of the Bankruptcy Court or the prior
approval or consent of any other party. However, the Trust
Agreement may be amended only after consultation with
Selected Counsel for The Beneficiaries of the Trust.
Page 28 of 31 pages
Item 5. Interest in Securities of the Issuer.
------- -------------------------------------
The Trust may be deemed to be the beneficial owner
of 24,000,000 shares of Common Stock. These shares, based
upon the 48,000,000 shares stated in the Plan to be
outstanding upon the consummation of the Plan, constitute 50
percent of the shares outstanding. The Series A Preferred
Stock is not currently convertible. If the Series A
Preferred Stock were converted into the 72,000,000 shares of
Common Stock issuable pursuant to its terms and no other
Common Stock had been issued since the Consummation Date, the
Trust would beneficially own 96,000,000 shares of Common
Stock, constituting 80 percent of the then outstanding Common
Stock.
The Trust, subject to the terms of the Supplemental
Agreement, has sole power to vote its Common Stock and to
dispose, or direct the disposition, thereof.
Neither the Trust nor any of the Trustees has
effected any transactions in the Common Stock, except the
Trust's acquisition of Common Stock by contribution from
Manville as described in Item 4. None of the Trustees
individually owns any Common Stock.
Item 6. Contracts, Arrangements, Understandings or
------- ------------------------------------------
Relationships with Respect to Securities of the
-----------------------------------------------
Issuer.
-------
See Item 2 and Item 4.
Item 7. Materials to be Filed as Exhibits.
------- ----------------------------------
1. Second Amended and Restated Plan of
Reorganization.
2. Trust Agreement.
3. Supplemental Agreement.
4. Report filed with the Bankruptcy Court.
Page 29 of 31 pages
Items 1, 2 and 3 are incorporated by reference to
the copies to such documents filed by Manville with the
Securities and Exchange Commission. Item 4 is filed
herewith.
Page 30 of 31 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: December 8, 1988 MANVILLE PERSONAL INJURY SETTLEMENT
TRUST
By:/s/John C. Sawhill
---------------------------------
John C. Sawhill, Managing Trustee
By:/s/Donald M. Blinken
---------------------------------
Donald M. Blinken, Trustee
By:/s/Daniel Fogel
---------------------------------
Daniel Fogel, Trustee
By:/s/Francis H. Hare, Jr.
---------------------------------
Francis H. Hare, Jr., Trustee
By:/s/Christian E. Markey, Jr.
---------------------------------
Christian E. Markey, Jr., Trustee
Page 31 of 31 pages
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Manville Corporation
-------------------------------
(Name of Issuer)
Common Stock
-------------------------------
(Title of Class of Securities)
565020-30-2
------------------------------
(CUSIP Number)
David T. Austern, Esq., General Counsel
Manville Personal Injury Settlement Trust
1825 Eye Street, N.W., Washington DC 20006-1202
(202) 872-9044
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 24, 1989
------------------------------------------------------
(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 which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box:
---
/ /
---
Check the following box if a fee is being paid with this
statement:
---
/ /
---
Page 1 of 4 pages
<PAGE>
This Amendment No 1 amends and supplements the Statement
on Schedule 13D (the "Schedule 13D") filed December 8, 1988
by Manville Personal Injury Settlement Trust (the "Trust")
and its trustees with respect to the Trust's beneficial
ownership of shares of Common Stock, $.01 par value ("Common
Stock"), of Manville Corporation ("Manville").
Capitalized terms that are not otherwise defined herein
have the meanings assigned in the Schedule 13D.
Item 4. Purpose of Transaction.
------- -----------------------
Item 4 of the Schedule 13D is hereby amended and
supplemented as follows:
The experience of the Trust during 1989 in settling
asbestos health claims has confirmed the Trust's belief that
the cash portion of the Trust's initial funding will be
depleted in 1990 and that alternative sources of liquidity
will be required to enable the Trust to continue to meet its
obligations to claimants. Accordingly, the Trust has been
reviewing with its financial and legal advisors a variety of
alternatives for (i) enhancing or maximizing the value of the
Trust's assets; and (ii) increasing the short-term liquidity
of the Trust. These alternatives (which would be subject to
various restrictions applicable to the Trust's holdings in
Manville) include a sale of shares of Common Stock in the
open market or in one or more privately negotiated
transactions, a sale of all of the Manville securities held
by the Trust in connection with an acquisition of Manville by
a third party, an extraordinary dividend on the Common Stock
and a recapitalization of Manville.
The Trust has held discussions with Manville with regard
to the Trust's need for additional liquidity and enhancement
of the values of Trust assets. In particular, the Trust and
Manville have held discussions concerning a proposal by
Manville that Manville repurchase from the Trust shares of
Series A Convertible Preferred Stock in an aggregate amount
of $500 million, at a per share price equal to the total
market price of the shares of Common Stock into which each
share of Series A Convertible Preferred Stock is convertible
(subject to a maximum of $100 per share of convertible
stock). In that connection, Manville also required that the
Trust agree to amend certain terms of the Supplemental
Agreement, the Bonds, and the Certificate of Incorporation so
Page 2 of 4 pages
as to permit Manville to alter its capital structure in
certain material respects and to allow the Company to operate
with more flexibility. However, no agreement or
understanding has been reached with respect to such a
repurchase transaction between Manville and the Trust.
The Trust had not made any determination as to which of
the alternatives being considered it will pursue, if any.
There is no assurance that any transaction involving the
Trust's holdings in Manville will occur, or as to the effect
that any such transaction may have on the holders of Common
Stock other than the Trust.
In July 1989, Manville, at the request of the Trust
pursuant to the Supplemental Agreement, increased the number
of directors of Manville by two and appointed John C. Burton
and Bette B. Anderson to fill the resulting vacancies.
Page 3 of 4 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this amendment is true, complete and correct.
Dated: October 31, 1989 MANVILLE PERSONAL INJURY SETTLEMENT
TRUST
By:/s/John C. Sawhill
---------------------------------
John C. Sawhill, Managing Trustee
By:/s/Donald Blinken
---------------------------------
Donald Blinken, Trustee
By:/s/Daniel Fogel
---------------------------------
Daniel Fogel, Trustee
By:/s/Francis H. Hare, Jr.
---------------------------------
Francis H. Hare, Jr., Trustee
By:Christian E. Markey, Jr.
---------------------------------
Christian E. Markey, Jr., Trustee
Page 4 of 4 pages
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Manville Corporation
--------------------------------
(Name of Issuer)
Common Stock
--------------------------------
(Title of Class of Securities)
565020-30-2
--------------------------------
(CUSIP Number)
David T. Austern, Esq., General Counsel
Manville Personal Injury Settlement Trust
1825 Eye Street, N.W., Washington DC 20006-1202
(202) 872-9044
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 7, 1989
-------------------------------------------------------
(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 which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box:
---
/ /
---
Check the following box if a fee is being paid with this
statement:
---
/ /
---
Page 1 of 3 pages
<PAGE>
This Amendment No. 2 amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") filed December
8, 1988 and amended October 31, 1989 by Manville Personal
Injury Settlement Trust (the "Trust") and its Trustees with
respect to the Trust's beneficial ownership of shares of
Common Stock, $.01 par value ("Common Stock"), of Manville
Corporation ("Manville").
Capitalized terms that are not otherwise defined
herein have the meanings assigned in the Schedule 13D.
Item 4. Purpose of Transaction.
------- -----------------------
Item 4 of the Schedule 13D is hereby further
amended and supplemented as follows:
On December 7, 1989, Manville and the Trust
announced that they have jointly decided not to pursue the
previously announced Manville proposal to repurchase $500
million of Manville preferred stock from the Trust.
Manville and the Trust anticipate that discussions
will continue, from time to time, regarding mutually
acceptable methods for improving the Trust's financial
flexibility and enhancing value for all shareholders.
Thus far, the Trust has settled and paid over
15,000 personal injury cases, disbursing more than $600
million to injured victims. Although the Trust has
substantial remaining assets, it is examining alternatives
for improving its liquidity.
One of those alternatives is an offer by Manville
to accelerate the payment of its $50 million Trust Note,
which by its terms is due in two equal payments, on September
15, 1990 and September 15, 1991. The Trust and Manville have
agreed in principle that Manville will pay the $50 million
principal amount of the note together with accumulated
interest of approximately $8 million to the Trust on or about
December 28, 1989.
Page 2 of 3 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this amendment is true, complete and correct.
Dated: December 18, 1989 MANVILLE PERSONAL INJURY SETTLEMENT
TRUST
By:/s/John C. Sawhill
----------------------------------
John C. Sawhill, Managing Trustee
By:/s/Donald Blinken
----------------------------------
Donald Blinken, Trustee
By:/s/Daniel Fogel
----------------------------------
Daniel Fogel, Trustee
By:/s/Francis H. Hare, Jr.
----------------------------------
Francis H. Hare, Jr., Trustee
By:/s/Christian E. Markey, Jr.
----------------------------------
Christian E. Markey, Jr., Trustee
Page 3 of 3 pages
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Manville Corporation
----------------------------------
(Name of Issuer)
Common Stock
------------------------------------
(Title of Class of Securities)
565020-30-2
------------------------------------
(CUSIP Number)
David T. Austern, Esq., General Counsel
Manville Personal Injury Settlement Trust
1825 Eye Street, N.W., Washington, DC 20006-1202
(202) 872-9044
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 7, 1990
-------------------------------------------------------
(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 which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box:
---
/ /
---
Check the following box if a fee is being paid with this
statement:
---
/ /
---
Page 1 of 5 pages
<PAGE>
This Amendment No. 3 amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") filed on
December 8, 1988 by the Manville Personal Injury Settlement
Trust (the "Trust") and its trustees with respect to the
Trust's beneficial ownership of shares of Common Stock, $.01
par value ("Common Stock"), of Manville Corporation
("Manville"), as previously amended.
Item 4. Purpose of Transaction.
------- -----------------------
Item 4 of the Schedule 13D, as previously amended
and supplemented, is hereby further amended and supplemented
as follows.
On July 9, 1990, in view of the Trust's extreme
shortfall in funds to pay claims of individuals exposed to
asbestos who had manifested asbestos-related diseases or
conditions prior to the confirmation of Manville's plan of
reorganization ("A-H Claims") and of individuals exposed to
asbestos who had not manifested asbestos-related diseases or
conditions at such time ("Future A-H Claims"), Judge Jack B.
Weinstein of the United States District Court for the Eastern
District of New York, and also sitting by designation in the
Southern District of New York, entered an order which,
together with prior orders, directed that Leon Silverman,
Esq., the special adviser to the Bankruptcy Court with
respect to Manville, advise the Court with respect to the
restructuring of (i) the method of settling and paying claims
against the Trust and (ii) the funding of the Trust. The
Trust's payment of judgments on, and settlements with respect
to, claims generally was stayed, and the stay has
subsequently been extended through October 6, 1990.
On September 7, 1990, Manville, the Trust and Mr.
Silverman announced that an agreement in principle had been
reached with respect to the restructuring of the funding of
the Trust by Manville. The plan, which is subject to certain
approvals and the negotiation of definitive agreements, would
provide that:
1. The Series A Preferred Stock would be converted
into 72,000,000 shares of Common Stock, resulting in the
Trust beneficially owning approximately 80% of the Common
Stock.
Page 2 of 5 pages
2. Manville would thereafter pay special
distributions to all holders of Common Stock according to the
following schedule:
(a) $125 million payable 90 days after the later
of (i) September 30, 1991 or (ii) the entry of final,
nonappealable court orders accomplishing a comprehensive
rearrangement of the methods for settling and paying A-H
Claims and Future A-H Claims;
(b) $125 million payable one year after the first
distribution; and
(c) $50 million payable in each of the third and
fourth years.
The distributions after the initial distribution would be
subject to Manville arranging financing on terms not
substantially more onerous than those available to other BB
rated corporations for substantially similar financing. All
of the distributions would be subject, among other things, to
the receipt of consents from certain Manville lenders and
certain other persons and Manville's ability under applicable
law to make the distributions.
3. Beginning in the fourth year and continuing
through the seventh year, subject to a cumulative cap of $300
million, Manville would make additional annual distributions
to all common stockholders if Manville's profitability
exceeds certain thresholds to be agreed upon.
4. The terms of the Bond and the Second Bond would
be amended in order to enhance the ability of the Trust to
sell all or portions of the Bond and the Second Bond, while
not materially changing the present value of Manville's
payment obligations under the Bond and the Second Bond.
5. The Trust would retain its previously granted
interest in Manville's profits.
The planned restructuring is subject to the
resolution of certain other issues including, among other
things, (i) the entry of a final and non-appealable order
resolving a class action suit, which will deal with the
methods of settling and paying A-H Claims and Future A-H
Claims and (ii) the negotiation of amendments to the Bond,
the Second Bond and the Supplemental Agreement between
Manville and the Trust, including the modification of certain
Page 3 of 5 pages
borrowing and other covenants. Manville and the Trust agreed
to pursue discussions in good faith to resolve the remaining
issues as expeditiously as possible.
The Trust has not made any further determination
with respect to the sale of its Common Stock. The Trust
intends (but is not obligated) to consider the sale of shares
of Common Stock to the extent prudent and desirable from time
to time in light of, among other things, market conditions,
without impairing the ability of the Trust to realize a
premium upon a sale of control. As described in the Schedule
13D, the sale of Common Stock, as well as the voting, would
continue to be restricted by the Supplemental Agreement,
unless amended.
Item 6. Contracts, Arrangements, Understandings or
------- ------------------------------------------
Relationships with Respect to Securities of the
-----------------------------------------------
Issuer.
-------
See Item 4.
Item 7. Materials to be Filed as Exhibits.
------- ----------------------------------
Item 7 of the Schedule 13D is hereby amended and
supplemented as follows.
5. Agreement in Principle dated September 7, 1990
between Manville and the Trust.
Page 4 of 5 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this amendment is true, complete and correct.
Dated: September 12, 1990 MANVILLE PERSONAL INJURY SETTLEMENT
TRUST
By:/s/John C. Sawhil
-----------------------------------
John C. Sawhill, Managing Trustee
By:/s/Donald Blinken
-----------------------------------
Donald Blinken, Trustee
By:/s/Daniel Fogel
-----------------------------------
Daniel Fogel, Trustee
By:/s/Francis H. Hare, Jr.
-----------------------------------
Francis H. Hare, Jr., Trustee
By:/s/Christian E. Markey, Jr.
-----------------------------------
Christian E. Markey, Jr., Trustee
Page 5 of 5 pages
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
MANVILLE CORPORATION
-------------------------------
(Name of Issuer)
COMMON STOCK
-------------------------------
(Title of Class of Securities)
565020-30-Z
-------------------------------
(CUSIP Number)
David T. Austern, Esq., General Counsel
Manville Personal Injury Settlement Trust
1825 Eye Street, NW., Washington, DC 20006-1202
(202) 872-9044
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 18, 1990
------------------------------------------------------
(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 which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box:
---
/ /
---
Check the following box if a fee is being paid with this
statement:
---
/ /
---
Page 1 of 5 pages
<PAGE>
This Amendment No. 4 amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") filed on
December 8, 1988 by the Manville Personal Injury Settlement
Trust (the "Trust") and its trustees with respect to the
Trust's beneficial ownership of shares of Common Stock, $.01
par value (the "Common Stock"), of Manville Corporation (the
"Company"), as previously amended.
Item 6. Contracts, Arrangements, Understandings or
------- ------------------------------------------
Relationships with Respect to Securities of the
-----------------------------------------------
Issuer.
-------
On November 19, 1990, the Company and the Trust announced the
execution of a definitive agreement (the "Master Agreement")
with respect to an arrangement (the "Arrangement") for
restructuring the funding of the Trust. A copy of the Master
Agreement, including all exhibits thereto, is attached hereto
as Exhibit 1 and is incorporated herein by reference. The
following description of the Arrangement, the Master
Agreement and of the other agreements referred to below, does
not purport to be complete and is qualified in its entirety
by reference to the Master Agreement and exhibits thereto,
and to the other exhibits hereto.
In connection with the Arrangement, the Trust entered into a
Stipulation of Settlement in connection with a Class Action
Complaint filed against the Trustees of the Trust on November
19, 1990. The Class Action Complaint, Stipulation of
Settlement (including exhibits) and Report of the Special
Advisor are attached hereto as Exhibits 2, 3, and 4,
respectively.
The Arrangement is subject to numerous approvals and
conditions, including, among other things, the definitive
resolution of a limited fund class action lawsuit relating to
the Trust and certain other legal matters. If such
conditions are satisfied, the Arrangement provides, among
other things, that:
(a) The Trust's holdings of Convertible Preferred
Stock, Series A, par value $1.00 per share, of the Company
(the "Series A Stock"), would be converted into 72,000,000
Page 2 of 5 pages
shares of Common Stock, par value $.01 per share, of the
Company.
(b) Subject to certain conditions, the Company would
thereafter pay dividends to all holders of Common Stock
according to the following schedule:
(i) $125 million, payable 90 days after the later of
(A) September 30, 1990 or (B) the finality of
various court orders entered for both the class
action involving the Trust and for reaffirming the
injunction with respect to asbestos claims against
the Company;
(ii) $125 million, payable within one year after the
first dividend;
(iii) $50 million, payable two years after the first
dividend;
(iv) $50 million, payable three years after the first
dividend; and
(v) Beginning in the third year and continuing through
the sixth year after the first dividend, the
Company will declare and pay additional annual
dividends based on the Company's annual
performance, with a cumulative cap of $300 million
for such dividends.
All of the dividends would be subject, among other things, to
the Company's ability under applicable law to declare and pay
dividends. All dividends after the initial dividend are
subject to the Company arranging financing on terms not
substantially more onerous than those available to other BB
rated corporations for substantially similar financing. To
the extent that any financing required to make scheduled
dividends has not been obtained, the dividends after the
initial dividend will be deferred until such financing is
obtained.
(c) The two bonds of the Company currently held by the
Trust (the "Bonds") are to be exchanged for a new bond (the
"New Bond") pursuant to a Bond Exchange Agreement (the "Bond
Exchange Agreement") in order to enhance the ability of the
Trust to sell all or portions of securities exchangeable for
the New Bond while not materially changing the present value
of the Company's current payment obligations under the Bonds.
Page 3 of 5 pages
The Bond Exchange Agreement is an exhibit to the Master
Agreement.
(d) The Company proposes to amend its Restated
Certification of Incorporation (the "Charter") upon
appropriate shareholder approval. Pursuant to the Master
Agreement, the Trust has agreed to vote in favor of the
amendment. The Charter, in the form proposed for amendment
and restatement, is an exhibit to the Master Aqreement.
(e) The Supplemental Agreement, dated November 28,
1988, which sets forth certain agreements between the Trust
and the Company has been amended by the Amended and Restated
Supplemental Agreement, dated as of November 15, 1990 (the
"Restated Supplemental Agreement"). The Restated
Supplemental Agreement is an exhibit to the Master Agreement
In addition, the Company, the Trust, and the Manville
Property Damage Settlement Trust have entered into the
Amended and Restated Supplemental Agreement (the "PD Restated
Agreement"), dated November 15, 1990, which parallels the
changes made in the Restated Supplemental Agreement. The PD
Restated Agreement is attached hereto as Exhibit 5 and is
incorporated herein by reference.
(f) The Arrangement leaves in place payment of 20
percent in annual net profits to the Trust beginning in 1992,
pursuant to the terms of the Restated Supplemental Agreement.
Item 7. Material to be Filed as Exhibits.
------- ---------------------------------
1. Master Agreement, dated as of November 15, 1990,
and all exhibits thereto.
2. Class Action Complaint, filed November 19, 1990.
3. Stipulation of Settlement and all exhibits thereto.
4. Report of Special Advisor
5. Amended and Restated Supplemental Agreement, dated
as of November 15, 1990, among Manville Property
Damage Settlement Trust, Manville Personal Injury
Settlement Trust and Manville Corporation.
6. Form of Press Release by the Trust, dated November
19, 1990.
Page 4 of 5 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this amendment is true, complete and correct.
Dated: November 26, 1990 MANVILLE PERSONAL INJURY SETTLEMENT
TRUST
By:/s/John C. Sawhill
----------------------------------
John C. Sawhill, Managing Trustee
By:/s/Donald Blinken
----------------------------------
Donald Blinken, Trustee
By:/s/Daniel Fogel
----------------------------------
Daniel Fogel, Trustee
By:/s/Francis H. Hare, Jr.
----------------------------------
Francis H. Hare, Jr., Trustee
By:/s/Christian E. Markey, Jr.
----------------------------------
Christian E. Markey, Jr., Trustee
Page 5 of 5 pages
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Manville Corporation
--------------------------------
(Name of Issuer)
Common Stock
--------------------------------
(Title of Class of Securities)
565020-30-2
------------------------------
(CUSIP Number)
David T. Austern, Esq., General Counsel
Manville Personal Injury Settlement Trust
1825 I Street, N.W., Washington, D.C. 20006-1202
(202) 872-9044
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
See Item 2
-------------------------------------------------------
(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 which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box:
---
/ /
---
Check the following box if a fee is being paid with this
statement:
---
/ /
---
Page 1 of 10 pages
<PAGE>
------------------------
/ CUSIP NO. 565020-30-2 /
-----------------------
---------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Robert A. Falise, trustee
###-##-####
----------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
----------------------------------------------------------------
3. SEC Use Only
----------------------------------------------------------------
4. Source of Funds
00
----------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
---
Not Applicable
----------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
----------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
-------------------------
Beneficially 8. Shared Voting Power
Owned by 24,000,000
-------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
-------------------------
10. Shared Dispositive Power
24,000,000
-------------------------
Page 2 of 10 pages
----------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
24,000,000
----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ X/
---
----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
50
----------------------------------------------------------------
14. Type of Reporting Person
IN
----------------------------------------------------------------
Page 3 of 10 pages
<PAGE>
------------------------
/ CUSIP NO. 565020-30-2 /
-----------------------
----------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Louis Klein, Jr., trustee
###-##-####
----------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
----------------------------------------------------------------
3. SEC Use Only
----------------------------------------------------------------
4. Source of Funds
00
----------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
---
Not Applicable
----------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
----------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
-------------------------
Beneficially 8. Shared Voting Power
Owned by 24,000,000
-------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
-------------------------
10. Shared Dispositive Power
24,000,000
-------------------------
Page 4 of 10 pages
----------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
24,000,000
----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ X/
---
----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
50
----------------------------------------------------------------
14. Type of Reporting Person
IN
----------------------------------------------------------------
Page 5 of 10 pages
<PAGE>
------------------------
/ CUSIP NO. 565020-30-2 /
-----------------------
----------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Frank J. Macchiarola, trustee
###-##-####
----------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
----------------------------------------------------------------
3. SEC Use Only
----------------------------------------------------------------
4. Source of Funds
00
----------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
---
Not Aplicable
----------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
----------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
-------------------------
Beneficially 8. Shared Voting Power
Owned by 24,000,000
-------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
10. Shared Dispositive Power
24,000,000
-------------------------
Page 6 of 10 pages
----------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
24,000,000
----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ X/
---
----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
50
----------------------------------------------------------------
14. Type of Reporting Person
IN
----------------------------------------------------------------
Page 7 of 10 pages
<PAGE>
This Amendment No. 5 amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") filed on
December 8, 1988 by the Manville Personal Injury Settlement
Trust (the "Trust") and its trustees with respect to the
Trust's beneficial ownership of shares of Common Stock, $.01
par value (the "Common Stock"), of Manville Corporation (the
"Company"), as previously amended.
Item 2. Identity and Background.
------- ------------------------
On December 17, 1991, the trustees appointed Messrs.
Robert A. Falise and Louis Klein, Jr. as successor trustees,
and Messrs. John C. Sawhill and Donald M. Blinken resigned as
trustees of the Trust. On December 19, 1991, the trustees
appointed Mr. Frank J. Macchiarola as a successor trustee,
and Francis H. Hare, Jr. resigned as a trustee of the Trust.
On July 5, 1991, Mr. Daniel Fogel died, and the vacancy
thereby created has not been filled. Accordingly, the
current trustees of the Trust are Messrs. Falise, Klein,
Macchiarola and Markey.
Mr. Falise is an attorney and since January 1989 has
been engaged in the private practice of law. His address is
375 Poundridge Road, Bedford, New York 10506.
Mr. Klein is a financial consultant. His address is 111
Barrow Street, #8C, New York, New York 10014.
Mr. Macchiarola is a professor of law at Yeshiva
University, Benjamin Cardozo School of Law. His address is
Benjamin Cardozo School of Law, 55 Fifth Avenue, New York,
New York 10003.
During the past five years none of the newly appointed
trustees has been a party to any criminal proceeding
(excluding traffic violations or similar misdemeanors) or to
any civil proceedings of a judicial or administrative body of
competent jurisdiction as a result of which he was subject to
a judgment, decree or final order enjoining activities
subject to federal or state securities laws or finding any
violation with respect to such laws. Each of the newly
appointed trustees is a citizen of the United States.
Page 8 of 10 pages
Item 5. Interest in Securities of the Issuer.
------- -------------------------------------
None of the trustees individually owns any Common Stock.
Item 6. Contracts, Arrangements, Understandings or
------- ------------------------------------------
Relationships with Respect to Securities of the
-----------------------------------------------
Issuer.
-------
On June 27, 1991, the United States District Courts for
the Eastern and Southern Districts of New York approved the
settlement of the limited fund class action law suit. The
decision of the Courts is reported in In Re Joint Eastern &
---------------------
Southern Districts Asbestos Litigation (Johns-Manville), 129
-------------------------------------------------------
B.R. 710 (E. & S.D.N.Y. 1991). The Courts' decision is
currently on appeal to the Court of Appeals for the Second
Circuit.
Page 9 of 10 pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this amendment is true, complete and correct.
Dated: January 14, 1992 MANVILLE PERSONAL INJURY SETTLEMENT
TRUST
By:/s/Robert A. Falise
---------------------------------
Robert A. Falise, trustee
By:/s/Louis Klein, Jr.
---------------------------------
Louis Klein, Jr., trustee
By:/s/Frank J. Macchiarola
---------------------------------
Frank J. Macchiarola, trustee
By:/s/Christian E. Markey, Jr.
---------------------------------
Christian E. Markey, Jr., trustee
Page 10 of 10 pages
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Manville Corporation
--------------------------------
(Name of Issuer)
Common Stock
--------------------------------
(Title of Class of Securities)
565020-30-2
--------------------------------
(CUSIP Number)
David T. Austern, Esq., General Counsel
Manville Personal Injury Settlement Trust
1825 Eye Street, N.W., Washington, DC 20006-1202
(202) 872-9044
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 6, 1992
-------------------------------------------------------
(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 which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box:
---
/ /
---
Check the following box if a fee is being paid with this
statement:
---
/ /
---
Page 1 of 6 pages
<PAGE>
This Amendment No. 6 amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") filed on
December 8, 1988 by the Manville Personal Injury Settlement
Trust (the "Trust") and its trustees with respect to the
Trust's beneficial ownership of shares of Common Stock, $.01
par value (the "Common Stock"), of Manville Corporation (the
"Company"), as previously amended.
Capitalized terms that are not otherwise defined
herein have the meanings assigned in the Schedule 13D.
Item 2. Identity and Background.
------- ------------------------
Item 2 of the Schedule 13D, as previously amended
and supplemented, is hereby further amended and supplemented
as follows:
On November 6, 1992, Messrs. Robert A. Falise,
Louis Klein, Jr., and Christian E. Markey, Jr., Trustees of
the Trust, were elected as directors of the Company.
On June 24, 1992, Messrs. Falise and Klein became
directors of Riverwood International Corporation ("RVW"), a
Delaware corporation, upon completion of its initial public
offering ("IPO") of common stock. Immediately prior to
completion of the IPO, the Company held 100% and immediately
thereafter approximately 80.5% of the common stock of RVW.
For additional information, see Item 6. See Item 5 of the
Schedule 13D, as previously amended, with respect to the
Trust's beneficial ownership of the Common Stock.
Item 4. Purpose of Transaction.
------- -----------------------
Item 4 of the Schedule 13D, as previously amended
and supplemented, is hereby further amended and supplemented
as follows:
As described in Item 2, on November 6, 1992,
Messrs. Falise, Klein and Markey became directors of the
Company. Pursuant to the terms of the Amended and Restated
Supplemental Agreement (the "Supplemental Agreement") dated
as of November 15, 1990 by and among Manville Property Damage
Settlement Trust, Manville Personal Injury Settlement Trust
and Manville Corporation, the Trust has the same rights to
vote shares of the Common Stock as the other holders thereof
have to vote their shares except that until November 28,
Page 2 of 6 pages
1992, the Trust has agreed to vote in any election for the
Board of Directors of the Company in favor of management's
nominees therefor, subject to certain limitations. A copy of
the Supplemental Agreement was annexed as Exhibit 5 to
Amendment No. 4 to the Schedule 13D and constitutes an
exhibit to the Master Agreement (the "Master Agreement")
dated as of November 15, 1990 by and between Manville
Corporation and Manville Personal Injury Settlement Trust,
which was filed as Exhibit 1 to Amendment No. 4. The
Supplemental Agreement and the Master Agreement are hereby
incorporated by reference in this Item 4.
Following the election of Messrs. Falise, Klein and
Markey as directors, the Board of Directors of the Company
consists Of 19 directors, of whom two directors, Bette B.
Anderson and John C. Burton, were previously approved by the
Trust in accordance with the terms of the Supplemental
Agreement, which provides that management's nominees for
election as directors of the Company will include two
nominees approved by the Trust. Other than as provided
herein, the Trust has made no present determination regarding
the voting of its shares of Common Stock following November
28, 1992 with respect to the composition of the Board of
Directors of the Company, but is considering the matter.
Item 6. Contracts, Arrangements, Understandings or
------- ------------------------------------------
Relationships with Respect to Securities of the
-----------------------------------------------
Issuer.
-------
Item 6 of the Schedule 13D, as previously amended
and supplemented, is hereby further amended and supplemented
as follows:
The Company and RVW have entered into the Corporate
Agreement dated as of June 24, 1992 (the "Corporate
Agreement"), a copy of which is annexed hereto as Exhibit 1
and incorporated by reference herein. Pursuant to its terms,
inter alia, RVW has agreed (i) to nominate, at each election
----- ----
of RVW's directors, a slate of directors, or in the case of
vacancies, individual directors, for election so that at all
times during the term of the Corporate Agreement, RVW's board
of directors includes at least two directors designated by
the Trust, each of whom may or may not be a trustee of the
Trust and (ii) not to amend its Restated Certificate of
Page 3 of 6 pages
Incorporation or Amended and Restated Bylaws without the
Company's prior consent. The Corporate Agreement will
automatically terminate on the earlier of the date (i) on
which the Company no longer owns a majority of RVW's issued
and outstanding common stock or (ii) a majority of the
Company's issued and outstanding Common Stock is no longer
owned by either the Trust or any other person or entity.
Simultaneously therewith, the Trust and the Company
entered into the Agreement dated as of June 24, 1992 (the
"Agreement") regarding certain matters referred to in or
relating to the Corporate Agreement. A copy of the Agreement
is annexed as Exhibit 2 hereto and incorporated by reference
herein.
Pursuant to the Agreement, among other matters, the
Company agreed to:
(i) to vote all of its shares of RVW common stock
(and any other securities it may now or hereafter
acquire that are entitled to be voted in any election of
RVW directors) at each election of directors of RVW in
favor of a slate of directors, or in the case of
vacancies, individual directors, so that at all times
during the term of the Agreement, the RVW board includes
at least two persons designated by the Trust or the
Trust's direct or indirect assignee under the Agreement
in accordance with the terms thereof (provided that, in
the event that the Trust designates two persons who are
not trustees of the Trust, such persons are reasonably
acceptable to the Company);
(ii) not to waive, amend, modify or alter any
provision of the Corporate Agreement, or supplement,
cancel or terminate the Corporate Agreement, without the
prior written consent of the Trust;
(iii) to cause RVW to amend its Amended and
Restated Bylaws in the manner (and only in the manner)
set forth in Schedule A thereto and not to vote in favor
of or consent to any other amendment, supplement,
restatement, cancellation, modification or alteration of
RVW's Restated Certificate of Incorporation or Amended
and Restated Bylaws without the prior written consent of
the Trust;
(iv) not to waive, amend, modify or alter any
provision of the Tax Sharing Agreement between the
Page 4 of 6 pages
Company and RVW in any manner which would have an
adverse effect on the Company, or cancel or terminate
such Tax Sharing Agreement, without the prior written
consent of the Trust;
(v) without the Trust's prior written consent, not
to sell, issue or otherwise dispose of (a) any shares of
RVW's common stock, or any rights, warrants or options
(including any instrument (an "Option Equivalent") which
is or could be treated as an option in accordance with
the Treasury Regulations promulgated pursuant to Section
1504(a)(5)(A) and B of the Internal Revenue Code of
1986, as amended (the "Code")) for the purchase of RVW's
common stock, if immediately after such sale, issuance
or disposition, RVW would not be a member of the
affiliated group of corporations (within the meaning of
Section 1504(a) of the Code) of which the Company is the
common parent; or (b) any shares of RVW's preferred
stock, or any rights, warrants or options (including
Option Equivalents) for the purchase of RVW's preferred
stock; and
(vi) to notify the Trust of any request by RVW for
the Company to vote in favor of or consent to any of the
actions, transactions or matters referred to in clauses
(i) through (iv) above.
The Trust's rights under the Agreement may be
assigned by the Trust (and any direct or indirect assignee of
the Trust) to any party in connection with the transfer of a
majority of the issued and outstanding Common Stock to such
party.
Item 7. Material to be Filed as Exhibits.
------- ---------------------------------
Item 7 of the Schedule 13D, as previously amended
and supplemented, is hereby further amended and supplemented
as follows:
1. Corporate Agreement dated as of June 24, 1992 by
and between Riverwood International Corporation and Manville
Corporation.
2. Agreement dated as of June 24, 1992 by and between
Manville Corporation and Manville Personal Injury Settlement
Trust.
Page 5 of 6 pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of such
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this amendment is
true, complete and correct.
Dated: November 25, 1992 MANVILLE PERSONAL INJURY
SETTLEMENT TRUST
By:/s/ Robert A. Falise
---------------------------------
Robert A. Falise, Chairman
and Managing Trustee
By:/s/ Louis Klein, Jr.
---------------------------------
Louis Klein, Jr., Trustee
By:/s/ Frank J. Macchiarola
---------------------------------
Frank J. Macchiarola, Trustee
By:/s/ Christian E. Markey, Jr.
---------------------------------
Christian E. Markey, Jr., Trustee
Page 6 of 6 pages
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
Manville Corporation
---------------------------------
(Name of Issuer)
Common Stock
-------------------------------
(Title of Class of Securities)
565020-30-2
-------------------------------
(CUSIP Number)
David T. Austern, Esq., General Counsel
Manville Personal Injury Settlement Trust
1825 Eye Street, N.W., Washington, DC 20006-1202
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 4, 1992
-------------------------------------------------------
(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 which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box:
---
/ /
---
Check the following box if a fee is being paid with this
statement:
---
/ /
---
Page 1 of 16 pages
<PAGE>
------------------------
/ CUSIP NO. 565020-30-2 /
------------------------
----------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Manville Personal Injury Settlement Trust
52-1516818
----------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
----------------------------------------------------------------
3. SEC Use Only
----------------------------------------------------------------
4. Source of Funds
00
----------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
---
Not applicable
----------------------------------------------------------------
6. Citizenship or Place of Organization
New York
----------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 96,000,000
-------------------------
Beneficially 8. Shared Voting Power
Owned by -0-
-------------------------
Each Reporting 9. Sole Dispositive Power
Person With 96,000,000
-------------------------
10. Shared Dispositive Power
-0-
-------------------------
Page 2 of 16 pages
----------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
96,000,000
----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ /
---
----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
80 See Item 5
----------------------------------------------------------------
14. Type of Reporting Person
00
----------------------------------------------------------------
Page 3 of 16 pages
<PAGE>
------------------------
/ CUSIP NO. 565020-30-2 /
------------------------
----------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Robert A. Falise, trustee
###-##-####
----------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
----------------------------------------------------------------
3. SEC Use Only
----------------------------------------------------------------
4. Source of Funds
00
----------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
---
Not applicable
----------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
----------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
-------------------------
Beneficially 8. Shared Voting Power
Owned by 96,000,000
-------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
-------------------------
10. Shared Dispositive Power
96,000,000
-------------------------
Page 4 of 16 pages
----------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
96,000,000
----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ /
---
----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
80 See Item 5
----------------------------------------------------------------
14. Type of Reporting Person
IN
----------------------------------------------------------------
Page 5 of 16 pages
<PAGE>
------------------------
/ CUSIP NO. 565020-30-2 /
------------------------
----------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Louis Klein, Jr., trustee
###-##-####
----------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
----------------------------------------------------------------
3. SEC Use Only
----------------------------------------------------------------
4. Source of Funds
00
----------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
---
Not applicable
----------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
----------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
-------------------------
Beneficially 8. Shared Voting Power
Owned by 96,000,000
-------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
-------------------------
10. Shared Dispositive Power
96,000,000
-------------------------
Page 6 of 16 pages
----------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
96,000,000
----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ /
---
----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
80 See Item 5
----------------------------------------------------------------
14. Type of Reporting Person
IN
----------------------------------------------------------------
Page 7 of 16 pages
<PAGE>
------------------------
/ CUSIP NO. 565020-30-2 /
------------------------
----------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Frank J. Macchiarola, trustee
###-##-####
----------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
----------------------------------------------------------------
3. SEC Use Only
----------------------------------------------------------------
4. Source of Funds
00
----------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
---
Not applicable
----------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
----------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
-------------------------
Beneficially 8. Shared Voting Power
Owned by 96,000,000
-------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
-------------------------
10. Shared Dispositive Power
96,000,000
-------------------------
Page 8 of 16 pages
----------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
96,000,000
----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ /
---
----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
80 See Item 5
----------------------------------------------------------------
14. Type of Reporting Person
IN
----------------------------------------------------------------
Page 9 of 16 pages
<PAGE>
------------------------
/ CUSIP NO. 565020-30-2 /
------------------------
----------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Christian E. Markey, Jr., trustee
###-##-####
----------------------------------------------------------------
----------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
----------------------------------------------------------------
3. SEC Use Only
----------------------------------------------------------------
4. Source of Funds
00
----------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
---
Not applicable
----------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
----------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
-------------------------
Beneficially 8. Shared Voting Power
Owned by 96,000,000
-------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
-------------------------
10. Shared Dispositive Power
96,000,000
-------------------------
Page 10 of 16 pages
----------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
96,000,000
----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ X/
---
----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
80 See Item 5
----------------------------------------------------------------
14. Type of Reporting Person
IN
----------------------------------------------------------------
Page 11 of 16 pages
<PAGE>
This Amendment No. 7 amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") filed on
December 8, 1988 by the Manville Personal Injury Settlement
Trust (the "Trust") and its trustees with respect to the
Trust's beneficial ownership of shares of Common Stock, $.01
par value (the "Common Stock"), of Manville Corporation (the
"Company"), as previously amended.
Capitalized terms that are not otherwise defined herein
have the meanings assigned in the Schedule 13D.
Item 4. Purpose of Transaction.
------ ----------------------
Item 4 of the Schedule 13D, as previously amended and
supplemented, is hereby further amended and supplemented as
follows:
On December 4, 1992, the Court of Appeals for the Second
Circuit, in a split decision, reversed the 1991 order of the
Federal District Court and the U.S. Bankruptcy Court
approving a class action settlement that refinanced the Trust
and restructured the procedures for the payment of claims by
the Trust. The case was remanded to these courts for further
proceedings. A copy of the opinion (and dissent) is attached
as Exhibit 1 hereto. On December 7, 1992, the Trust issued a
press release, a copy of which is attached as Exhibit 2
hereto. The information set forth therein is incorporated by
the reference herein. Also on December 7, 1992, the Trust
made a request and the Federal District Court granted its
application for temporary stays to ensure that funds of the
Trust and its other assets are not depleted pending final
disposition of the matter. A copy of the Court's Memorandum
and Order is attached as Exhibit 3 hereto. See also Item 6.
The Master Agreement, which was entered into as a
condition precedent to the effectiveness of the settlement
order, is by its terms terminated and of no further force and
effect if the settlement order is vacated or reversed by a
Final Order (as such term is defined in the Amended and
Restated Supplemental Agreement). Absent further
developments, the Court of Appeals' decision will become a
Final Order and the Master Agreement will terminate.
On December 9, 1992, the Company declared a special
dividend of $1.04 per share in cash payable on all shares of
the Common Stock outstanding on December 18, 1992 in
Page 12 of 16 pages
accordance with a waiver and agreement entered into by the
Company and the Trust with respect to, among other matters,
certain provisions of the Amended and Restated Supplemental
Agreement. Such consent and waiver was, by its terms,
limited to this specific dividend. See also Items 5 and 6.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
Item 5 of the Schedule 13D, as previously amended and
supplemented, is hereby further amended and supplemented as
follows:
On December 9, 1992, immediately prior to the
declaration of the special dividend, the Trust converted its
7,200,000 million shares of the Company's Series A
Convertible Preferred Stock (the "Series A Preferred Stock")
into 72,000,000 shares of Common Stock. Together with the
24,000,000 shares of Common Stock previously held by it, the
Trust now beneficially owns 96,000,000 shares of the Common
Stock or approximately 80% of the shares of Common Stock
outstanding based on the 48,747,047 shares of Common Stock
outstanding as of November 11, 1992 (of which the Trust held
24,000,000) as reported in the Company's Report on Form 10-Q
for the quarter ended September 30, 1992.
Item 6. Contracts, Arrangements, Understandings or
------ ------------------------------------------
Relationships with Respect to Securities of the
-----------------------------------------------
Issuer.
------
Item 6 of the Schedule 13D, as previously amended and
supplemented, is hereby further amended and supplemented as
follows:
The conversion of the Series A Preferred Stock and the
declaration of the special dividend were made in accordance
with the terms of the Waiver and Agreement dated as of
December 9, 1992 between the Company and the Trust, a copy of
which is attached as Exhibit 4 hereto.
Page 13 of 16 pages
Item 7. Material to be Filed as Exhibits.
------ --------------------------------
Item 7 of the Schedule 13D, as previously amended and
supplemented, is hereby further amended and supplemented as
follows:
Exhibit 1. Opinion. In re Joint Eastern & Southern
------------------------------
Districts Asbestos Litigation, (2d Cir. Dec. 4, 1992).
-----------------------------
Exhibit 2. Press Release dated December 7, 1992.
Exhibit 3. Memorandum and Order. In re Joint Eastern &
---------------------
Southern Districts Asbestos Litigation, No. CV 90-3973 (JBW)
--------------------------------------
(E. & S.D.N.Y., Bankr. S.D.N.Y. Dec. 7, 1992).
Exhibit 4. Waiver and Agreement dated as of December 9,
1992 between Manville Corporation and Manville Personal
Injury Trust.
Page 14 of 16 pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of such
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this amendment is
true, complete and correct.
Dated: December 11, 1992 MANVILLE PERSONAL INJURY
SETTLEMENT TRUST
By:/s/Robert A. Falise
--------------------------------
Robert A. Falise, Chairman and
Managing Trustee
By:/s/Louis Klein, Jr.
--------------------------------
Louis Klein, Jr., Trustee
By:/s/Frank J. Macchiarola
--------------------------------
Frank J. Macchiarola, Trustee
By:/s/Christian E. Markey, Jr.
--------------------------------
Christian E. Markey, Jr.,
Trustee
Page 15 of 16 pages
<PAGE>
EXHIBIT INDEX
Exhibit Page
------- ----
1. Opinion. In re Joint Eastern & Southern
------------------------------
Districts Asbestos Litigation, (2d Cir.
-----------------------------
Dec. 4, 1992).
2. Press Release dated December 7, 1992.
3. Memorandum and Order In re Joint Eastern
-------------------
& Southern Districts Asbestos Litigation,
----------------------------------------
No. CV 90-3973 (JBW) (E. & S.D.N.Y.,
Bankr. S.D.N.Y. Dec. 7, 1992).
4. Waiver and Agreement dated as of December 9,
1992 between Manville Corporation and
Manville Personal Inquiry Settlement Trust.
Page 16 of 16 pages
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
Manville Corporation
---------------------------------
(Name of Issuer)
Common Stock
-------------------------------
(Title of Class of Securities)
565020-30-2
--------------------------------
(CUSIP Number)
David T. Austern, Esq., General Counsel
Manville Personal Injury Settlement Trust
P.O. Box 10415, 8260 Willow Oaks Corporate Drive, Fairfax, VA 22031
--------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 15, 1994
-------------------------------------------------------
(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 which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box:
---
/ /
---
Check the following box if a fee is being paid with this
statement:
---
/ /
---
* Attached hereto, in accordance with Commission
requirements, is Attachment A, providing all textual
information contained in Schedule 13D and Amendments No. 1
through 7 thereto.
Page 1 of 40 pages
<PAGE>
-------------------------
/ CUSIP NO. 5650200-30-2 /
------------------------
----------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Manville Personal Injury Settlement Trust
52-1516818
----------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
----------------------------------------------------------------
3. SEC Use Only
----------------------------------------------------------------
4. Source of Funds
00
----------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
---
Not applicable
----------------------------------------------------------------
6. Citizenship or Place of Organization
New York
----------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 96,000,000
-------------------------
Beneficially 8. Shared Voting Power
Owned by -0-
-------------------------
Each Reporting 9. Sole Dispositive Power
Person With 96,000,000
-------------------------
10. Shared Dispositive Power
-0-
-------------------------
Page 2 of 40 pages
----------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
96,000,000
----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ /
---
----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
78.5%
----------------------------------------------------------------
14. Type of Reporting Person
00
----------------------------------------------------------------
Page 3 of 40 pages
<PAGE>
------------------------
/ CUSIP NO. 565020-30-2 /
------------------------
----------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Robert A. Falise, trustee
###-##-####
----------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
----------------------------------------------------------------
3. SEC Use Only
----------------------------------------------------------------
4. Source of Funds
00
----------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
---
Not applicable
----------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
----------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
-------------------------
Beneficially 8. Shared Voting Power
Owned by 96,000,000
-------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
-------------------------
10. Shared Dispositive Power
96,000,000
-------------------------
Page 4 of 40 pages
----------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
96,000,000
----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ /
---
----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
78.5%
----------------------------------------------------------------
14. Type of Reporting Person
IN
----------------------------------------------------------------
Page 5 of 40 pages
<PAGE>
------------------------
/ CUSIP NO. 565020-30-2 /
------------------------
----------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Louis Klein, Jr., trustee
###-##-####
----------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
----------------------------------------------------------------
3. SEC Use Only
----------------------------------------------------------------
4. Source of Funds
00
----------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
---
Not applicable
----------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
----------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
-------------------------
Beneficially 8. Shared Voting Power
Owned by 96,000,000
-------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
-------------------------
10. Shared Dispositive Power
96,000,000
-------------------------
Page 6 of 40 pages
----------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
96,000,000
----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ /
---
----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
78.5%
----------------------------------------------------------------
14. Type of Reporting Person
IN
----------------------------------------------------------------
Page 7 of 40 pages
<PAGE>
------------------------
/ CUSIP NO. 565020-30-2 /
------------------------
----------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Charles T. Hagel, trustee
###-##-####
----------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
----------------------------------------------------------------
3. SEC Use Only
----------------------------------------------------------------
4. Source of Funds
00
----------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
---
Not applicable
----------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
----------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
-------------------------
Beneficially 8. Shared Voting Power
Owned by 96,000,000
-------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
-------------------------
10. Shared Dispositive Power
96,000,000
-------------------------
Page 8 of 40 pages
----------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
96,000,000
----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ /
---
----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
78.5%
----------------------------------------------------------------
14. Type of Reporting Person
IN
----------------------------------------------------------------
Page 9 of 40 pages
<PAGE>
------------------------
/ CUSIP NO. 565020-30-2 /
------------------------
----------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Frank J. Macchiarola, trustee
###-##-####
----------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
----------------------------------------------------------------
3. SEC Use Only
----------------------------------------------------------------
4. Source of Funds
00
----------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
---
Not applicable
----------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
----------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
-------------------------
Beneficially 8. Shared Voting Power
Owned by 96,000,000
-------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
-------------------------
10. Shared Dispositive Power
96,000,000
-------------------------
Page 10 of 40 pages
----------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
96,000,000
----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ /
---
----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
78.5%
----------------------------------------------------------------
14. Type of Reporting Person
IN
----------------------------------------------------------------
Page 11 of 40 pages
<PAGE>
------------------------
/ CUSIP NO. 565020-30-2 /
------------------------
----------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identification No.
of Above Person
Christian E. Markey, Jr., trustee
###-##-####
----------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
---
(a) / /
---
---
(b) / X/
---
----------------------------------------------------------------
3. SEC Use Only
----------------------------------------------------------------
4. Source of Funds
00
----------------------------------------------------------------
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
---
/ /
---
Not applicable
----------------------------------------------------------------
6. Citizenship or Place of Organization
U.S.A.
----------------------------------------------------------------
Number of 7. Sole Voting Power
Shares -0-
-------------------------
Beneficially 8. Shared Voting Power
Owned by 96,000,000
-------------------------
Each Reporting 9. Sole Dispositive Power
Person With -0-
-------------------------
10. Shared Dispositive Power
96,000,000
-------------------------
Page 12 of 40 pages
----------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
96,000,000
----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
---
/ X/
---
----------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
78.5%
----------------------------------------------------------------
14. Type of Reporting Person
IN
----------------------------------------------------------------
Page 13 of 40 pages
<PAGE>
This Amendment No. 8 amends and supplements the
Statement on Schedule 13D filed on December 8, 1988 by
Manville Personal Injury Settlement Trust (the "Trust") and
its trustees with respect to the Trust's beneficial ownership
of shares of Common Stock, $.01 par value (the "Common
Stock"), of Manville Corporation (the "Company"), as
previously supplemented and amended (the "Schedule 13D").
Capitalized terms that are not otherwise defined herein
have the meanings assigned in the Schedule 13D.
Item 2. Identity and Background.
------- ------------------------
Item 2 of the Schedule 13D is hereby further amended and
supplemented as follows:
The business address of the Trust is P.O. Box 10415,
8260 Willow Oaks Corporate Drive, Fairfax, Virginia 22031.
In addition to any address set forth below, each trustee
("Trustee") may also be reached at the address of the Trust.
On June 3, 1993, Mr. Christian E. Markey, Jr., a Trustee
of the Trust, became a director of the Company's subsidiary,
Riverwood International Corporation ("Riverwood").
Effective February 15, 1994, Mr. Charles T. Hagel was
appointed as a Trustee to fill the vacancy on the Board of
Trustees of the Trust created by the death of Mr. Daniel
Fogel in 1991.
Mr. Hagel is the President of McCarthy & Co., an
investment banking firm in Omaha, Nebraska. His business
address is McCarthy & Co., 1125 South 103rd Street, Suite
450, Omaha, Nebraska 68124.
During the past five years Mr. Hagel has not been a
party to any criminal proceeding (excluding traffic
violations or similar misdemeanors) or to any civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was subject to a
judgment, decree or final order enjoining activities subject
to federal or state securities laws or finding any violation
with respect to such laws. Mr. Hagel is a citizen of the
United States.
Page 14 of 40 pages
Item 4. Purpose of Transaction.
------- -----------------------
Item 4 of the Schedule 13D is hereby further amended and
supplemented as follows:
On June 24, 1993, the Company declared a special
dividend (the "Second Dividend") of $1.04 per share in cash
payable on all shares of the Common Stock outstanding on
June 14, 1993 in accordance with a Second Dividend Waiver and
Agreement dated as of June 2, 1993 between the Company and
the Trust (the "Second Dividend Waiver and Agreement") with
respect to, among other matters, certain provisions of the
Master Agreement and the Amended and Restated Supplemental
Agreement, each dated as of November 15, 1990, included as
Exhibits 1 and 5, respectively, to Amendment No. 4 to the
Schedule 13D. The Second Dividend Waiver and Agreement was,
by its terms, limited to the Second Dividend. Under the
Second Dividend Waiver and Agreement, the Second Dividend was
deemed to constitute the second Special Dividend provided for
under the Master Agreement. See also Item 6.
On August 3, 1993, the decision of the United States
Court of Appeals for the Second Circuit which vacated the
order of the Eastern and Southern District Courts of New York
approving the settlement of the limited fund class action
lawsuit (Findley, et al., v. Blinken, et al. (In re Joint
----------------------------------- -----------
Eastern and Southern District Asbestos Litigation), Civ. A.
-------------------------------------------------
No. 90-3973 (E. & S.D.N.Y.)) became a final order, whereupon
the Master Agreement and the Bond Exchange Agreement dated as
of November 15, 1990 (which was an exhibit to the Master
Agreement) terminated in accordance with their terms. See
also Item 6.
Representatives of the Trust and of the subclasses
appointed by the District Court in accordance with the Court
of Appeals' December 4, 1992 decision discussed in Item 4 of
Amendment No. 7 to the Schedule 13D, are now engaged in
discussions aimed at settlement of the limited fund class
action lawsuit. Absent settlement, a trial is currently
scheduled to commence on March 15, 1994.
On October 14, 1993, pursuant to registration rights
granted by the Company under the Bond Prepayment Agreement
(described in Item 6 below), the Trust sold the RIC Exchange
Notes (described in Item 6 below) in a public offering for
Page 15 of 40 pages
net cash proceeds of approximately $107 million. See also
Item 6.
The restriction on the Trust's transfer of Common Stock,
referred to in Item 4 of the Statement on Schedule 13D filed
on December 8, 1988 by the Trust, lapsed in accordance with
its terms on November 28, 1993. The Company's agreement to
register the Trust's Common Stock as of the Consummation
Date, which also was referred to in Item 4 of that filing,
was modified by the Amended and Restated Supplemental
Agreement to provide for registration at the request of the
Trust.
The information set forth in Item 6 is incorporated
herein by reference.
Item 5. Interest in Securities of the Issuer.
------- -------------------------------------
Item 5 of the Schedule 13D is hereby further amended and
supplemented as follows:
The Trust beneficially owns 96,000,000 shares of the
Common Stock, representing approximately 78.5% of the shares
of Common Stock outstanding based on the 122,265,648 shares
of Common Stock outstanding as of November 5, 1993 as
reported in the Company's Report on Form 10-Q for the quarter
ended September 30, 1993.
Item 6. Contracts, Arrangements, Understandings or
------ ------------------------------------------
Relationships with Respect to Securities of the
-----------------------------------------------
Issuer.
------
Item 6 of the Schedule 13D is hereby further amended and
supplemented as follows:
The declaration of the Second Dividend was made in
accordance with the terms of the Second Dividend Waiver and
Agreement, a copy of which is attached as Exhibit 1 hereto.
On August 25, 1993, following the termination of the
Bond Exchange Agreement, the Trust and the Company entered
into a Bond Prepayment Agreement (the "Bond Prepayment
Agreement"), a copy of which is attached as Exhibit 2 hereto.
Pursuant to the Bond Prepayment Agreement, on August 25,
Page 16 of 40 pages
1993, the Company prepaid a portion of the Bond (described in
Item 4 of the Statement on Schedule 13D filed on December 8,
1988 by the Trust) by: (a) paying the Trust $150 million in
cash (less the amount of certain underwriting commissions
relating to the 1992 public debt offering by Riverwood,
yielding net cash to the Trust of some $146 million);
(b) transferring to the Trust $100 million aggregate
principal amount of Riverwood senior notes and senior
subordinated notes (the "RIC Exchange Notes") with terms
substantially identical to those of the Riverwood notes sold
in the 1992 public debt offering; and (c) issuing to the
Trust a new bond (the "New Bond") that provides for payment
of biannual payments of $20.7 million beginning August 1993
through November 2000 and recommencing August 2003 through
November 2012 and that bears no stated interest. After such
prepayment, the Bond remains outstanding in the principal
amount of $150 million, payable without stated interest in
biannual payments of $37.5 million in each of the years 2001
and 2002. The Second Bond (described in Item 4 of the
Statement on Schedule 13D filed on December 8, 1988 by the
Trust), providing for biannual payments of $37.5 million in
each of the years 2013 and 2014, also remains outstanding.
The New Bond is subject to covenants and other terms
under the Bond Prepayment Agreement (as modified for a
limited period of time by a letter agreement between the
Company and the Trust dated August 25, 1993) that are similar
to those provided under the Bond Exchange Agreement for the
so-called "Senior Bond," which was to have been issued
following a final and nonappealable order approving the
settlement in the limited fund class action lawsuit but which
was never issued due to the termination of the Bond Exchange
Agreement. Those covenants include, without limitation,
maintenance of the corporate existence and franchise of the
Company and its subsidiaries (except in certain
circumstances), limitations on consolidated debt and on the
incurrence of debt or issuance of preferred stock by
subsidiaries, restrictions on encumbrance of assets to secure
indebtedness and on sale and leaseback transactions,
restrictions on payment of distributions on the Common Stock,
limitations on transactions with affiliates, and restrictions
on mergers, consolidations, certain sales and purchases of
assets and certain sales of capital stock of subsidiaries and
certain assets. A covenant applicable to the New Bond that
was not contained in the Bond Exchange Agreement restricts
encumbrances on assets of the Company's subsidiaries
conducting its fiberglass-related businesses with respect to
indebtedness unless the Bond, the New Bond and the Second
Page 17 of 40 pages
Bond are contemporaneously secured equally and ratably with
such indebtedness.
The Bond Prepayment Agreement affords the Trust the
right to exchange the New Bond (and, subject to certain
conditions, the outstanding portion of the Bond and the
Second Bond) for marketable debentures of the Company. The
Trust has the further right to require the Company to
register such marketable debentures under the Securities Act
of 1933, as amended (the "Securities Act").
In connection with a private placement and subsequent
registration under the Securities Act of $125 million
aggregate principal amount of 6?% Convertible Subordinated
Notes due 2003 of Riverwood (the "Convertible Notes"), the
Trust and the Company entered into a Trust Consent and Waiver
Agreement dated as of September 1, 1993 (the "Manville Trust
Consent and Waiver Agreement"). Under the Manville Trust
Consent and Waiver Agreement, the Trust consented to the
Company's waiver of restrictions contained in the Corporate
Agreement dated as of June 24, 1992, which would otherwise
have prevented the issuance and conversion of the Convertible
Notes. The Trust's consent to such waiver was required under
the terms of the Agreement between the Company and the Trust
dated as of June 24, 1992, included as Exhibits 1 and 2,
respectively, to Amendment No. 6 to the Schedule 13D. The
Trust also waived a covenant contained in the Bond Prepayment
Agreement restricting incurrence of indebtedness by the
Company's subsidiaries to the extent necessary to permit the
issuance of the Convertible Notes and made additional debt
capacity available for the Company's subsidiaries under that
covenant, subject to certain restrictions on use. A copy of
the Manville Trust Consent and Waiver Agreement is attached
as Exhibit 3 hereto. The form of the waiver agreement
pursuant to which the Company waived the restrictions under
the Corporate Agreement (the "Company Waiver Agreement") is
an exhibit to the Manville Trust Consent and Waiver
Agreement.
Under the Company Waiver Agreement and the Manville
Trust Consent and Waiver Agreement, Riverwood has agreed to
notify and consult with the Company, and the Company has
agreed to notify and consult with the Trust, concerning any
requests by holders of the Convertible Notes to convert their
notes into shares of Riverwood common stock, where such
conversion would result in Riverwood no longer being a member
of the affiliated group of corporations of which the Company
is the common parent for purposes of section 1504(a) of the
Page 18 of 40 pages
Internal Revenue Code of 1986, as amended. Riverwood has
also agreed to furnish the Company with certain quarterly
financial information and projections and the Company has
agreed to provide copies of same to the Trust, as well as
certain information concerning incurrence of subsidiary debt.
The Company has agreed with the Trust not to waive or modify
any terms of the Company Waiver Agreement without the consent
of the Trust.
In October 1993, the Trust and the Trustees entered into
a Governance Rights Agreement dated as of July 20, 1993 (the
"Governance Rights Agreement") with the Selected Counsel for
the Beneficiaries appointed under the Plan and counsel for
the class representatives in the limited fund class action
lawsuit (collectively, the "Plaintiff Parties") clarifying
the rights of consultation, concurrence, approval or consent
of the Plaintiff Parties regarding Trust-related matters. A
copy of the Governance Rights Agreement is attached as
Exhibit 4 hereto. It is provided therein that the Selected
Counsel for the Beneficiaries will have the right to be
consulted in the manner prescribed therein with respect to
extraordinary financial transactions to which the Trust is a
party, including, without limitation, any sale or other
disposition by the Trust of all or substantially all of its
shares of the Common Stock, any termination or modification
of the Trust's profit-sharing right under Section 2.03 of the
Amended and Restated Supplemental Agreement, any sale or
other disposition of all or substantially all of the Trust's
assets and any approval by the Trust of the sale by the
Company of all or substantially all of its assets. In
addition, any amendment of the Trust Agreement or the Amended
and Restated Supplemental Agreement is subject to the
concurrence (in the manner prescribed in the Governance
Rights Agreement) of the Selected Counsel for the
Beneficiaries, which concurrence will not be unreasonably
withheld or delayed. Dispute resolution procedures set forth
in the agreement govern the Trust's recourse in the event
that it believes such concurrence is being unreasonably
withheld or delayed. Certain other concurrence rights are
provided for the Selected Counsel for the Beneficiaries with
respect to the procedures by which the Trust processes,
settles and pays claims to asbestos health claimants.
The Governance Rights Agreement specifies that the
Plaintiff Parties have no concurrence or consultation rights
with respect to the declaration and/or payment of any
dividends or other distributions in respect of the capital
stock of the Company or any of its subsidiaries or with
Page 19 of 40 pages
respect to any ancillary actions required for or in
connection with the declaration or payment of any such
dividend.
See also Item 4.
Item 7. Material to be Filed as Exhibits.
------- ---------------------------------
Item 7 of the Schedule 13D, as previously amended and
supplemented, is hereby further amended and supplemented as
follows:
Exhibit 1. Second Dividend Waiver and Agreement dated
as of June 2, 1993 between Manville Corporation and Manville
Personal Injury Settlement Trust.
Exhibit 2. Bond Prepayment Agreement dated as of August
25, 1993 between Manville Corporation and Manville Personal
Injury Settlement Trust.
Exhibit 3. Manville Trust Consent and Waiver Agreement
dated as of September 1, 1993 between Manville Corporation
and Manville Personal Injury Settlement Trust.
Exhibit 4. Governance Rights Agreement dated as of
July 20, 1993 among the Trust, the Trustees, the Selected
Counsel for the Beneficiaries and counsel for the class
representatives in the limited fund class action lawsuit.
Page 20 of 40 pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of such
undersigned's knowledge and belief, each of the undersigned
certifies that the information set forth in this amendment is
true, complete and correct.
Dated: March 11, 1994 MANVILLE PERSONAL INJURY
SETTLEMENT TRUST
By:/s/ Robert A. Falise
---------------------------------
Robert A. Falise, Chairman and
Managing Trustee
By:/s/ Charles T. Hagel
---------------------------------
Charles T. Hagel, Trustee
By:/s/ Louis Klein, Jr.
---------------------------------
Louis Klein, Jr., Trustee
By:/s/ Frank J. Macchiarola
---------------------------------
Frank J. Macchiarola, Trustee
By:/s/ Christian E. Markey, Jr.
---------------------------------
Christian E. Markey, Jr., Trustee
Page 21 of 40 pages
<PAGE>
EXHIBIT INDEX
Exhibit Page
------- ----
1. Second Dividend Waiver and Agreement dated
as of June 2, 1993 between Manville
Corporation and Manville Personal Injury
Settlement Trust.
2. Bond Prepayment Agreement dated as of
August 25, 1993 between Manville
Corporation and Manville Personal Injury
Settlement Trust. (Incorporated by
reference to the Current Report on Form
8-K of Manville Corporation dated
August 25, 1993.)
3. Manville Trust Consent and Waiver
Agreement dated as of September 1, 1993
between Manville Corporation and Manville
Personal Injury Settlement Trust.
(Incorporated by reference to Exhibit
99.13 of the Registration Statement on
Form S-3 of Riverwood International
Corporation (File No. 33-68716).)
4. Governance Rights Agreement dated as of
July 20, 1993 among the Trust, the
Trustees, the Selected Counsel for the
Beneficiaries and counsel for the class
representatives in the limited fund class
action lawsuit.
Page 22 of 40 pages
<PAGE>
EXHIBIT 1
---------
SECOND DIVIDEND WAIVER AND AGREEMENT
SECOND DIVIDEND WAIVER AND AGREEMENT dated as of
June 2, 1993, between Manville Corporation, a Delaware
corporation (the "Company"), and the Manville Personal Injury
Settlement Trust, a New York trust (the "PI Trust").
WHEREAS, as provided by Section 3.01(b) of the
Master Agreement dated as of November 15, 1990 between the
Company and the PI Trust (the "Master Agreement"), the
Company agreed, subject to certain terms and conditions
stated in the Master Agreement, to declare and pay a cash
dividend on its common stock, par value $.01 per share (the
"Common Stock"), of $125 million (the "Second Dividend"); and
WHEREAS, the Company wishes to consider the payment
of the Second Dividend at its Board of Directors meeting to
be held on June 4, 1993 (the "Board Meeting").
NOW, THEREFORE, in consideration of the mutual
covenants herein contained and other good and valuable
consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:
Section 1. Definitions. Unless the context
-----------
requires otherwise, all capitalized terms used herein and not
otherwise defined herein have the meanings assigned to them
in the Master Agreement.
Section 2. Waiver of Dividend Restrictions. (a)
-------------------------------
Subject to the Company's compliance with the terms hereof and
the satisfaction or waiver of the conditions set forth in
Section 4(b) hereof, in the event the Second Dividend is
declared at the Board Meeting, the Trust hereby irrevocably
waives the restrictions contained in Section 4.02(h) of the
Amended and Restated Supplemental Agreement to the extent
necessary to permit the Company to pay the Second Dividend on
or prior to June 24, 1993; provided, however, that, failing
-------- -------
payment of the Second Dividend by such date the foregoing
Page 23 of 40 pages
waiver shall automatically lapse and be of no further force
or effect.
(b) Pursuant to Section 6.02 of the Amended and
Restated PD Supplemental Agreement, and subject to the
Company's compliance with the terms hereof and the
satisfaction or waiver of the conditions set forth in Section
4(b) hereof, in the event the Second Dividend is declared at
the Board Meeting, the Trust hereby irrevocably waives the
restrictions contained in Section 4.02(h) of the Amended and
Restated PD Supplemental Agreement to the extent necessary to
permit the Company to pay the Second Dividend on or prior to
June 24, 1993; provided, however, that, failing payment of
-------- -------
the Second Dividend by such date the foregoing waiver shall
automatically lapse and be of no further force or effect.
Section 3. Payment of the Second Dividend. (a)
------------------------------
Payment of the Second Dividend on or prior to June 24, 1993
shall satisfy all the obligations of the Company with respect
to the payment of the Second Dividend set forth in Article
III of the Master Agreement; provided, however, the Company
-------- -------
shall have no obligation by virtue of this Agreement alone to
declare or pay the Second Dividend unless it is declared by
the Company's Board of Directors at the Board Meeting.
(b) In the event the Second Dividend is declared
at the Board Meeting, each of the Company and the PI Trust
hereby irrevocably and unconditionally waives the terms and
conditions contained in the Master Agreement to the extent
necessary for the Second Dividend to be paid on or prior to
June 24, 1993, subject to only the satisfaction or waiver of
the conditions set forth in Section 4 hereof.
Section 4. Conditions. (a) The Company's waivers
----------
and agreements hereunder shall be subject to the satisfaction
(or waiver in writing by the Company) of each of the
following conditions:
(i) receipt by the PI Trust of all consents
to the transactions contemplated hereby required
pursuant to Section 8.04 of the Master Agreement and
receipt by the Company of a certificate dated the date
hereof and signed by an authorized executive officer of
the PI Trust to the foregoing effect;
Page 24 of 40 pages
(ii) no provision of any applicable law or
regulation, and no judgment, injunction, order or decree
shall prohibit all or any of the execution, delivery or
performance of this Agreement or the transactions
contemplated hereby; and
(iii) no suit, action or other proceeding by
any Governmental Unit shall be pending before any
tribunal of competent authority which challenges the
validity or legality of the Second Dividend.
(b) The PI Trust's waivers and agreements
hereunder shall be subject to the satisfaction (or waiver in
writing by the PI Trust) of each of the following conditions:
(i) receipt by the PI Trust of all consents
to the transactions contemplated hereby required
pursuant to Section 8.04 of the Master Agreement on or
prior to the date hereof;
(ii) no provision of any applicable law or
regulation, and no judgment, injunction, order or decree
shall prohibit all or any of the execution, delivery or
performance of this Agreement or the transactions
contemplated hereby; and
(iii) no suit, action or other proceeding by
any Governmental Unit shall be pending before any
tribunal of competent authority which challenges the
validity or legality of the Second Dividend.
Section 5. Miscellaneous. (a) Amendments. The
------------- ----------
Company and the PI Trust may modify, supplement or amend any
provisions of this Agreement (other than this Section 5(a))
in any respect, such modification, supplement or amendment to
be evidenced in writing after consultation with and approval
of the class representatives for the plaintiffs in the Class
Action Lawsuit and upon notice in writing to, and such
approvals as the PI Trust may be required to obtain from, the
United States District Court for the Southern District of New
York or such other courts as may at the time have
jurisdiction.
(b) Counterparts; Integration. This Agreement may
-------------------------
be signed in any number of counterparts, each of which shall
Page 25 of 40 pages
be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This
Agreement, the Waiver and Agreement dated as of December 9,
1992 between the Company and the PI Trust and the Master
Agreement and the Other Agreements constitute the entire
agreement and understanding among the parties hereto and
supersede any and all prior agreements and understandings,
oral or written, relating to the subject matter of this
Agreement.
(c) Third Parties. This Agreement constitutes an
-------------
agreement solely between the parties hereto, and is not
intended to and shall not confer any rights, remedies,
obligations or liabilities, legal or equitable, on any Person
other than the parties hereto and their respective successors
or assigns, or otherwise constitute any Person (including,
without limitation, any holder of shares of Common Stock) a
third party beneficiary under or by reason of this Agreement.
(d) Governing Law. This Agreement shall be
-------------
governed by and construed in accordance with the laws of the
State of Delaware.
Page 26 of 40 pages
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed by their respective
authorized officers as of the day and year first above
written.
MANVILLE CORPORATION
By:/s/ Richard B. Von Wald
---------------------------
MANVILLE PERSONAL INJURY
SETTLEMENT TRUST
By:/s/ Robert A. Falise
---------------------------
Page 27 of 40 pages
<PAGE>
EXHIBIT 4
---------
GOVERNANCE RIGHTS AGREEMENT
AGREEMENT, dated as of July 20, 1993 among Manville
Personal Injury Settlement Trust (the "Trust"); Robert A.
Falise, Louis Klein, Jr., Frank J. Macchiarola and Christian
E. Markey, Jr., in their capacities as Trustees of the Trust
(the "Trustees"); Frederick M. Baron, Esq. of Dallas, Texas,
Ronald L. Motley, Esq. of Charleston, South Carolina, and
Robert B. Steinberg, Esq. of Los Angeles, California, in
their capacities as the Selected Counsel for the
Beneficiaries (the "SCB") appointed pursuant to the Manville
Corporation Second Amended and Restated Plan of
Reorganization; and the law firms named on the signature
pages hereof as CR Counsel (collectively, the "CR Counsel"),
in their capacities as attorneys for the class
representatives (the "Class Representatives") of the class of
plaintiffs (the "Class") in the action (the "Class Action")
titled Findley et al. v. Blinken et al., C.A. No. 90-3973
--------------------------------
(E.D.N.Y.) and C.A. No. 90-7158 (S.D.N.Y.), pending before
the United States District Courts for the Eastern and
Southern Districts of New York (the "Courts").
WHEREAS, on November 28, 1988, the Manville
Personal Injury Settlement Trust Agreement (as amended by the
First, Second, Third, Fourth and Fifth Amendments thereto and
as the same may hereafter be further amended, the "Trust
Agreement") was executed and the Trust was thereby created;
and
WHEREAS, the Trust Agreement provides that certain
actions may be taken only after consultation with the SCB;
and
WHEREAS, on November 19, 1990, a Stipulation of
Settlement was entered into by the parties to the Class
Action and subsequently approved by the Courts (the
"Stipulation of Settlement") providing, inter alia, that the
----- ----
rights and duties of all Class members and the rights and
duties of the Trust and Trustees with respect to Class
Page 28 of 40 pages
members were to be governed by the terms of a document titled
"Trust Distribution Process" appended to and incorporated in
the Stipulation of Settlement as Exhibit A thereto (the
"TDP"). All capitalized terms used but not defined in this
Agreement have the meanings ascribed to them in the Glossary
forming a part of Exhibit B to the Stipulation of Settlement;
and
WHEREAS, the TDP provided inter alia, that certain
----- ----
actions (including, without limitation, amendment of the TDP
or documents executed between the Company and the Trust) may
be taken by the Trust only with the concurrence of the SCB;
and
WHEREAS, the Stipulation of Settlement was
expressly conditioned upon the entry of a Final Order
approving the terms thereof; and the United States Court of
Appeals for the Second Circuit has vacated the Courts'
Memorandum, Order and Final Judgment approving the
Stipulation of Settlement and has remanded the Class Action
to the Courts by opinion dated December 4, 1992, as modified
upon rehearing by opinion dated May 5, 1993 (the "Appellate
Decisions"); and
WHEREAS, as a result of the Appellate Decisions,
the Stipulation of Settlement and the TDP will not become
effective and, at the direction of the Courts, the parties
have entered into negotiations for a new Trust Distribution
Process to modify the terms of the TDP in a manner consistent
with the Appellate Decisions (the "New TDP"); and
WHEREAS, the Master Agreement entered into by the
Trust and the Company pursuant to the Stipulation of
Settlement provides that the Master Agreement, the Amended
and Restated Supplemental Agreement and the Bond Exchange
Agreement may not be modified, supplemented or amended
without the approval of the Class Representatives; and the
Master Agreement will terminate in accordance with its terms
upon the Appellate Decisions becoming a Final Order; and
WHEREAS, on June 28, 1993, the SCB filed objections
(the "SCB Objections") with the Courts to the Trust's
Application for an Order approving the Account of the
Trustees and the Financial Statements of the Trust for the
Period January 1, 1992 through December 31, 1992 (the "Sixth
Accounting"); and
Page 29 of 40 pages
WHEREAS, in the context of the negotiations
referred to above, the parties have reached agreement with
respect to the scope of the concurrence and consultation
rights of the SCB and the Class Representatives and with
respect to the matters covered by the SCB Objections; and the
parties wish to set forth herein the terms of such agreement.
NOW, THEREFORE, the parties hereto do hereby agree
as follows:
1. Governance Rights. Notwithstanding anything to the
-----------------
contrary contained in the TDP or in any agreement or other
document granting to the SCB, the Class Representatives, CR
Counsel or their respective counsel, agents or
representatives (collectively, the "Plaintiff Parties") any
right of consultation, concurrence, approval or consent
(collectively, "Governance Rights"), the parties hereby agree
that, effective as of the date hereof and so long as there
are SCB appointed and functioning in substantially their
present legal capacity, the Governance Rights of the
Plaintiff Parties shall be as follows:
(a) Extraordinary Financial Transactions by the
-------------------------------------------
Trust. The SCB will have the right to be consulted (as
-----
defined in Section 1(h) below) with respect to extraordinary
financial transactions to which the Trust is a party. The
term "extraordinary financial transaction" refers to any
transaction to which the Trust is a party that is not in the
ordinary course of business of the Trust and that could have
a material impact on the Trust's financial condition,
including, without limitation, any sale or other disposition
by the Trust of all or substantially all of its shares of the
Company's Common Stock, any termination or modification of
the Trust's profit-sharing right under Section 2.03 of the
Amended and Restated Supplemental Agreement, any sale or
other disposition of all or substantially all of the Trust's
assets and any approval by the Trust of the sale by Manville
of all or substantially all of its assets; provided, however,
-------- -------
that the term "extraordinary transaction" shall not include
any transaction involving the investment or reinvestment of
Trust assets in accordance with the Trustees' investment
powers as set forth in the Trust Agreement or any transaction
which is provided for in the Bond Prepayment Agreement
between the Trust and the Company (the "Bond Prepayment
Page 30 of 40 pages
Agreement"), and the Plaintiff Parties shall have no
Governance Rights with respect to the matters referred to in
this proviso.
(b) Amendment of TDP. After the terms of the New
----------------
TDP have been agreed upon by the parties hereto (it being
understood that all terms to be included in the New TDP with
respect to Governance Rights of the Plaintiff Parties have
been agreed upon by the parties as specifically set forth
herein) and have been approved by the Courts, any amendment
of the New TDP will require the concurrence (as defined in
Section 1(h) below) of the SCB.
(c) Amendment of Trust Agreement or Supplemental
--------------------------------------------
Agreement. The Trust and the Trustees hereby agree that they
---------
will not enter into any amendment of the Trust Agreement or
the Amended and Restated Supplemental Agreement without the
concurrence (as defined in Section 1(h) below) of the SCB,
which concurrence shall not be unreasonably withheld or
delayed. If the Trust believes that the SCB are unreasonably
withholding or delaying such concurrence, the Trust shall
have the right, at its option, either:
(i) to seek an Order from the Courts permitting the
Trust to make such amendment without the concurrence of
the SCB, and if such Order is granted and becomes final
and nonappealable, the Trust shall have the right to
make such amendment without such concurrence; or
(ii) to request that the dispute be resolved
pursuant to the procedure for final and binding
resolution of disputes involving concurrence of the SCB
provided in Paragraph J of the August 5, 1993 draft of
the New TDP as modified by the terms of Exhibit D hereto
(the "Paragraph J ADR Process"); and in the case of a
request pursuant to this clause (ii), the following
terms shall apply: (A) the SCB, the Trust and the
Special Advisor to the Trust shall cause the dispute
resolver to be selected within five days after such
request is made, in accordance with clauses (i) through
(v) of Paragraph J of the New TDP; (B) it shall be a
condition to the selection of such dispute resolver that
he/she agree to render his/her determination within ten
days of his/her selection to act as dispute resolver for
such dispute; and (C) the SCB and the Trust shall
Page 31 of 40 pages
jointly direct such dispute resolver (and shall each use
best efforts to cause and assist such dispute resolver)
to make his/her final and binding determination, and to
notify the parties thereof, within ten days after such
selection is made.
If the Trust believes that any concurrence required pursuant
to this Section 1(c) is being unreasonably withheld or
delayed, it reserves the right to refuse to pay the fees and
expenses of counsel to the SCB in connection therewith
(including, without limitation, counsel fees and expenses
incurred in connection with any opposition or challenge by
the SCB or their clients to the action(s) with respect to
which such concurrence is being withheld or delayed);
provided, however, that if the SCB obtain an Order from the
Courts directing the Trust to pay such fees and expenses on
the ground that the Trust's refusal to do so is improper and
such Order becomes final and nonappealable (or if the Trust
elects to have the dispute concerning such concurrence
resolved pursuant to the Paragraph J ADR Process as provided
in clause (ii) of this Section 1(c) and the dispute is
resolved in favor of the SCB), the Trust will pay such fees
and expenses as are specified in such final and nonappealable
Order (or in the determination made by the dispute resolver).
Notwithstanding the foregoing, the SCB hereby acknowledge
that they have been consulted with respect to, and hereby
grant their consent to, (i) the First Amendment of the
Amended and Restated Supplemental Agreement as provided for
in the Bond Prepayment Agreement, a copy of which is annexed
hereto as Exhibit A and (ii) the Sixth Amendment, as defined
in Section 3(a) below.
(d) Ordinary Business Matters. None of the
-------------------------
Plaintiff Parties shall have any Governance Rights with
respect to the ordinary business operations of the Trust
(including, without limitation, any investment or other
activities conducted by the Trust in accordance with the
terms of the Trust Agreement) or the Company or any of its
subsidiaries (collectively, the "Manville Companies").
(e) Dividends. Without limiting the terms of
---------
paragraph (d) above, none of the Plaintiff Parties shall have
any Governance Rights with respect to the declaration and/or
payment of any dividends or other distributions in respect of
the capital stock of any of the Manville Companies or with
respect to any ancillary actions required for or in
Page 32 of 40 pages
connection with the declaration or payment of any such
dividend.
(f) Selection of Financial Advisors. None of the
-------------------------------
Plaintiff Parties shall have any Governance Rights with
respect to the Trust's selection, dismissal or replacement
of, or the terms under which the Trust engages, its financial
or investment advisors; and the SCB hereby confirm that
neither the SCB nor any of their counsel, agents or
representatives on their behalf shall henceforth have any
right to withdraw their prior consent to the engagement of
Goldman, Sachs & Co. to provide financial and investment
advice and other services to the Trust. In the event that in
the future the SCB disagree with or are otherwise
dissatisfied with the advice received from the Trust's
financial or investment advisors with respect to any matter
as to which the SCB have concurrence rights, the SCB may
notify the Trust in writing that they are withholding their
concurrence with respect to such matter on such ground,
setting forth the reasons for their disagreement or
dissatisfaction, whereupon either the Trust or the SCB shall
have the right to request that the dispute with respect to
such concurrence be resolved pursuant to the Paragraph J ADR
Process. If it is determined in the Paragraph J ADR Process
that there is a reasonable basis for the SCB's disagreement
or dissatisfaction with such financial or investment advice,
the SCB shall have the right to appoint their own financial
or investment advisor to review the disputed issue, and in
such case the reasonable fees and expenses of such financial
or investment advisor shall be paid for by the Trust;
subject, however, to the terms of the proviso to the second
------- -------
paragraph of the "Monetization of Assets" section of
Paragraph G of the New TDP as such proviso is set forth in
Part III of Exhibit D hereto.
(g) Other Governance Rights. The SCB shall have
-----------------------
the other consultation or concurrence rights expressly set
forth in the Trust Agreement on the date hereof and in the
August 5, 1993 draft of the New TDP as modified in accordance
with Exhibit D hereto.
(h) Nature of Consultation and Concurrence; Extent
----------------------------------------------
of Rights. The terms "consult" and "consultation" refer to
--------- ------- ------------
Page 33 of 40 pages
the following procedure: With respect to any matter relating
to the Trust as to which the SCB have the right to be
consulted pursuant to the terms hereof or the rights referred
to in Section 1(g) hereof, the Trust shall provide to the
SCB, through their counsel, as much advance notice of such
matter as is reasonably practicable in the circumstances.
Upon such notice, the Trust will provide the SCB with such
reasonable access to experts retained by the Trust and to the
Trust staff as the SCB may reasonably request during the time
that the Trust is considering such matter and will provide
the SCB with the opportunity, at reasonable times and for
reasonable periods of time, to discuss and comment on such
matter with one or more Trustees and senior management of the
Trust. In determining when to give such advance notice to
the SCB with respect to a matter as to which the SCB have
such consultation rights, the Trust will take into
consideration the time required for the SCB, if they so wish,
to engage and consult with their own independent financial or
investment advisor as to such matter and to ask the Trust
whether the Trust would be willing to bear the cost of such
engagement and consultation (it being expressly understood
and agreed that the Trust shall have no obligation or duty of
any kind whatsoever to bear any such cost or otherwise to
provide any such independent financial or investment advice).
Unless the Trust shall, in its sole and absolute discretion,
expressly elect in writing to bear some or all of such cost,
any such engagement of or consultation with financial or
investment advisors shall be at the SCB's sole cost and
expense.
The terms "concur" and "concurrence" refer to the
------ -----------
unconditional consent (expressed to the Trust in writing, if
requested by the Trust, in form and substance reasonably
satisfactory to the Trust) to a Trust action or decision as
described by the Trust in its request for such concurrence,
which consent is given in accordance with the Concurrence
Procedures set forth in Paragraph J of the August 5, 1993
draft of the New TDP as modified by the terms of Exhibit D
hereto. The Plaintiff Parties shall have no Governance
Rights other than those referred to in this Section 1.
2. SCB Objections.
--------------
(a) Compensation of Trustees for Service as
---------------------------------------
Page 34 of 40 pages
Directors of the Company and its Subsidiaries. Pursuant to
---------------------------------------------
the Sixth Amendment, the Trust will require that, commencing
on October 1, 1993, any Trustee who at the request of the
Trust serves concurrently as a director of any corporation in
which the Trust directly or indirectly holds an equity or
debt investment (a "Trustee-Director") will instruct the
corporation to pay directly to the Trust all meeting fees and
annual retainers which the Trustee-Director is entitled to
receive in his or her capacity as director of such
corporation, so long as such Trustee remains both a Trustee
and a director of such corporation. For the foregoing
purposes, any person who is serving concurrently as a Trustee
of the Trust and a director of Manville Corporation,
Riverwood International Corporation or any other majority-
owned subsidiary of Manville Corporation (each, a "Manville
Company") will, so long as the Trust continues to own more
than 50% of the outstanding common stock of Manville
Corporation, be conclusively presumed to be serving as a
director of such Manville Company at the request of the
Trust. The Plaintiff Parties agree that Trustee-Directors
may be compensated for their service as directors of such
corporations, and may be reimbursed for the out-of-pocket
costs and expenses incurred by them in connection with such
service, in the manner and the amounts provided in the Sixth
Amendment.
(b) Withdrawal of SCB Objections. The SCB hereby
----------------------------
agree to withdraw the SCB Objections by filing with the
Courts a Withdrawal in the form attached hereto as Exhibit B
by no later than the close of business on the business day
following the date on which this Agreement is executed by the
SCB and the Trust. The Plaintiff Parties further irrevocably
agree not to make any objection to the Sixth Accounting or to
assert against the Trust or the Trustees in any manner
whatsoever any of the objections contained in the SCB
Objections (whether in relation to the Sixth Accounting or
otherwise), so long as neither the Trust nor the Trustees are
in breach of the terms of this Agreement.
3. Implementation.
--------------
(a) Promptly after the execution and delivery of
this Agreement by all parties hereto, the Trust shall execute
and deliver, and shall use best efforts to procure that the
Company execute and deliver, the Sixth Amendment to Manville
Page 35 of 40 pages
Personal Injury Settlement Trust Agreement in substantially
the form annexed hereto as Exhibit C (the "Sixth Amendment").
The SCB and the CR Counsel each hereby acknowledge and
confirm that they have been consulted with respect to the
Sixth Amendment and that they consent to the terms thereof.
(b) The New TDP that will be proposed and
supported by all of the parties hereto shall contain the
provisions provided for in Exhibit D hereto. Each of the
parties hereto agrees not to seek to include in the New TDP
anything that is inconsistent with the terms of this
Agreement, including, without limitation, any further
Governance Rights for any of the Plaintiff Parties.
(c) The terms of this Agreement shall be effective
and binding upon the parties hereto as of the date of this
Agreement and shall be deemed to supersede any prior
agreement, document or understanding with respect to
Governance Rights that is inconsistent with such terms.
4. Authorization. The undersigned SCB and CR Counsel
-------------
each hereby represent and warrant that they are authorized to
enter into this Agreement and, in the case of the CR Counsel,
to bind the Class hereby (subject to court approval of any
proposed settlement). Undersigned counsel for the Trust
represents that the Trust has duly resolved to enter into
this Agreement and that he has been duly authorized to
execute this Agreement on behalf of the Trust.
5. Miscellaneous.
-------------
(a) This Agreement embodies the entire agreement
and understanding of the parties hereto with respect to the
matters provided for herein. All prior negotiations between
and among the parties are merged into this Agreement, and
there are no promises, agreements, undertakings,
representations or warranties, oral or written, expressed or
implied, between or among the parties other than as herein
set forth.
(b) This Agreement shall not be amended, altered,
or otherwise changed except by a writing signed by the party
against whom enforcement of such amendment, alteration or
change is sought.
Page 36 of 40 pages
(c) This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their
respective successors and assigns, including successor
Selected Counsel for the Beneficiaries and successor
attorneys for the Class.
(d) This Agreement may be executed in
counterparts, including counterparts exchanged by telecopier.
Each counterpart shall be an original, but all counterparts
together shall constitute one instrument.
(e) This Agreement, and all rights and duties of
the parties hereunder, shall be governed by the laws of the
State of New York, without regard to the choice of laws
principles applied in such jurisdiction.
IN WITNESS WHEREOF, the undersigned parties have
executed this Agreement as of the date and year first written
above.
MANVILLE PERSONAL INJURY
SETTLEMENT TRUST
By:/s/David T. Austern, Esq.
---------------------------------
David T. Austern, Esq.
General Counsel
THE TRUSTEES:
------------
/s/Robert A. Falise
------------------------------------
Robert A. Falise, as Trustee
/s/Louis Klein, Jr.
------------------------------------
Louis Klein, Jr., as Trustee
Page 37 of 40 pages
/s/Frank J. Macchiarola
------------------------------------
Frank J. Macchiarola, as Trustee
/s/Christian E. Markey, Jr.
------------------------------------
Christian E. Markey, Jr., as
Trustee
SELECTED COUNSEL FOR THE
------------------------
BENEFICIARIES:
-------------
/s/Frederick M. Baron, Esq.
------------------------------------
Frederick M. Baron, Esq.
/s/Ronald L. Motley, Esq.
------------------------------------
Ronald L. Motley, Esq.
/s/Robert B. Steinberg, Esq.
------------------------------------
Robert B. Steinbe
Page 38 of 40 pages
CR COUNSEL:
----------
NESS, MOTLEY, LOADHOLT,
RICHARDSON & POOLE, P.C.
151 Meeting Street, Suite 600
P.O. Box 1137
Charleston, S.C. 29402
CARTWRIGHT, SLOBODIN, BOKELMAN,
BOROWSKY, WARTNICK, MOOTE &
HARRIS, INC.
101 California Street, 26th
Floor
San Francisco, California 94111
WILENTZ GOLDMAN SPITZER
90 Woodbridge Center Drive
P.O. Box 10
Woodbridge, New Jersey 07095
BARON & BUDD
8333 Douglas Avenue
10th Floor
Dallas, Texas 75225
ROSE, KLEIN & MARIAS
801 South Grand Avenue
Los Angeles, California 90017
By: -----------------------------
Name:
Attorneys for the Class
Page 39 of 40 pages
<PAGE>
LIST OF EXHIBITS
TO
GOVERNANCE RIGHTS AGREEMENT
Exhibit A Form of First Amendment of Amended and
Restated Supplemental Agreement
Exhibit B Form of Withdrawal of Objections of
Selected Counsel for the Beneficiaries to
Application for Order Approving the Sixth
Accounting
Exhibit C Form of Sixth Amendment to Manville
Personal Injury Settlement Trust
Agreement
Exhibit D Modifications to August 5, 1993 Draft of
the New TDP Relating to Governance Rights
Page 40 of 40 pages
