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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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JOHNS MANVILLE CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 84-0856796
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
717 17TH STREET
DENVER, COLORADO 80202
(303) 978-2000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
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JOHNS MANVILLE EMPLOYEES 401(k) PLAN
JOHNS MANVILLE HOURLY EMPLOYEES 401(k) PLAN
JOHNS MANVILLE CORPORATION 1996 STOCK AWARD PLAN
JM EMPLOYEES DIRECT STOCK PURCHASE PLAN
(Full title of the plan)
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RICHARD B. VON WALD, ESQ.
JOHNS MANVILLE CORPORATION
717 17TH STREET
DENVER, COLORADO 80202
TEL: (303) 978-2000
FAX: (303) 978-4842
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value 5,300,000 (1) $11.625 (2) $61,776,800 (2) $ 18,720.24
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</TABLE>
(1) Total number of shares of the Registrants' common stock authorized and
reserved for issuance under the Plans.
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee and
based on the average of the high and low sales prices for the Registrant's
common stock as reported on the New York Stock Exchange on July 8, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement relates to the registration of
obligations of Johns Manville Corporation (the "Registrant") under the Johns
Manville Employees 401(k) Plan and the Johns Manville Hourly Employees 401(k)
Plan (the "401(k) Plans") and to the registration of shares of common stock,
$.01 par value per share, of the Registrant ("Common Stock") issuable pursuant
to the 401(k) Plans and pursuant to the Johns Manville Corporation 1996 Stock
Award Plan and the JM Employees Direct Stock Purchase Plan (such plans,
together with the 401(k) Plans, being collectively referred to herein as the
"Plans"). The documents containing the information required by Part I of Form
S-8 will be sent or given to participants in the Plans as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").
In reliance on Rule 428, such documents (i) are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 and (ii) along with the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II hereof, constitute a
prospectus (the "Prospectus") that meets the requirements of Section 10(a) of
the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Registrant with the Commission are
hereby incorporated by reference into this Registration Statement.
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, filed with the Commission on March 28, 1997, pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997, filed with the Commission on May 8, 1997, pursuant to the
Exchange Act.
(c) All other reports, if any, filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since March 31, 1997.
(d) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A/A Amendment No. 2, filed
with the Commission on June 19, 1996, pursuant to Section 12 of the Exchange
Act, and any amendment or reports, filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the Prospectus, this Registration
Statement or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
the Prospectus and this Registration Statement to the extent that a statement
contained in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Prospectus or this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The validity of the obligations of the Registrant under the Plans
and the Common Stock issuable under the Plans has been passed upon for
Registrant by J. Scott Pusey, Esq., Senior Attorney - Corporate of Registrant.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Amended and Restated Bylaws of the Registrant require the
Registrant to indemnify its directors and officers to the fullest extent
permitted by Delaware law. In addition, the Registrant's employment agreements
with management employees require the Registrant to indemnify such employees to
the fullest extent permitted by Delaware law. The Registrant also has obtained
insurance policies which provide coverage for the Registrant's directors and
officers in certain situations where the Registrant cannot directly indemnify
such directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. LIST OF EXHIBITS.
See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by this
reference.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
provided, however, that provisions (1)(i) and (1)(ii) of this undertaking are
inapplicable if the information required to be included in a post-effective
amendment by such provisions are contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or 15(d)
of the Exchange Act that are incorporated by reference in this Registration
Statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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4. That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and each filing of the Plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles L. Henry and Richard B. Von Wald
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his or her name, place
and stead, in any and all capacities, to sign the Registration Statement on
Form S-8 relating to the Plans and any and all amendments (including
post-effective amendments), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver, State of Colorado on July 9, 1997.
JOHNS MANVILLE CORPORATION
By: RICHARD B. VON WALD
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Richard B. Von Wald
Executive Vice President,
General Counsel and Secretary
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed below on behalf of the Registrant by the
following persons in the capacities and on the dates indicated:
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Signatures Title Date
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<S> <C> <C>
CHARLES L. HENRY Chairman of the Board, July 9, 1997
- ------------------------------ Chief Executive Officer, President
Charles L. Henry and a Director
(Principal Executive Officer)
KENNETH L. JENSEN Senior Vice President and July 9, 1997
- ------------------------------ Chief Financial Officer
Kenneth L. Jensen (Principal Accounting and
Financial Officer)
</TABLE>
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<TABLE>
<CAPTION>
Signatures Title Date
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<S> <C> <C>
LEO BENATAR Director July 9, 1997
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Leo Benatar
ROBERT FALISE Director July 9, 1997
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Robert A. Falise
TODD GOODWIN Director July 9, 1997
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Todd Goodwin
MICHAEL N. HAMMES Director July 9, 1997
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Michael N. Hammes
KATHRYN R. HARRIGAN Director July 9, 1997
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Kathryn R. Harrigan
LOUIS KLEIN, JR. Director July 9, 1997
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Louis Klein, Jr.
FRANK J. MACCHIAROLA Director July 9, 1997
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Frank J. Macchiarola
CHRISTIAN E. MARKEY, JR. Director July 9, 1997
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Christian E. Markey, Jr.
WILLIAM E. MAYER Director July 9, 1997
- --------------------------------------
William E. Mayer
</TABLE>
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Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed below by the trustees (or other persons
who administer the Johns Manville Employees 401(k) Plan and the Johns Manville
Hourly Employees 401(k) Plan) on behalf of the Johns Manville Employees 401(k)
Plan and the Johns Manville Hourly Employees 401(k) Plan in the capacities and
on the dates indicated:
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Signatures Title Date
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<S> <C> <C>
ANN J. HENLEY Chairman, Retirement Committee July 9, 1997
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Ann J. Henley
MARY K. RHINEHART Retirement Committee July 9, 1997
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Mary K. Rhinehart
KENNETH L. JENSEN Retirement Committee July 9, 1997
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Kenneth L. Jensen
MICHAEL R. HARRISON Retirement Committee July 9, 1997
- ---------------------------
Michael R. Harrison
WAYNE O. JACKSON Retirement Committee July 9, 1997
- ---------------------------
Wayne O. Jackson
</TABLE>
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JOHNS MANVILLE CORPORATION
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
<TABLE>
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Exhibit No. Description
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<S> <C>
5.1 Opinion of J. Scott Pusey, Senior Attorney-Corporate of the
Registrant, regarding the Plans and shares of Common Stock
registered pursuant to this Registration Statement
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of J. Scott Pusey (included in exhibit 5.1)
24.1 Powers of Attorney (included in signature page)
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EXHIBIT 5.1
July 9, 1997
Johns Manville Corporation
717 17th Street
Denver, CO 80202
Dear Sirs:
I have acted as counsel for Johns Manville Corporation, a Delaware
corporation (the "Company"), in connection with the filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the "1933
Act"), of a registration statement on Form S-8 (the "Registration Statement")
for the purpose of registering (i) 5,300,000 shares of common stock, $.01 par
value per share, of the Company (the "Shares") which may be issued in
connection with the Johns Manville Employees 401(k) Plan, the Johns Manville
Hourly Employees 401(k) Plan (collectively, the "401(k) Plans"), and in
connection with the Johns Manville Corporation 1996 Stock Award Plan and the JM
Employees Direct Stock Purchase Plan (such plans, together with the 401(k)
Plans, being collectively referred to herein as the "Plans") and (ii) an
indeterminate amount of interests in the Plans that may be acquired through
participation in such Plans. I have assumed for purposes of this opinion letter
that the interests in the Plans constitute separate securities that are
required to be registered under the 1933 Act and therefore that such interests
are deemed to be registered pursuant to the Registration Statement in
accordance with Rule 416(c) of the 1933 Act. I have examined the Amended and
Restated Certificate of Incorporation and Amended and Restated By-Laws of the
Company, the Plans, resolutions of the Company's Board of Directors and such
other documents as I have deemed necessary or appropriate for purposes of the
opinions expressed below.
Based upon the foregoing, I am of the opinion that:
1. The interests in the 401(k) Plans and the interests in the
other Plans will be properly authorized and legally issued to employees of the
Company who participate in the 401(k) Plans and such other Plans in accordance
with the provisions of such Plans.
2. The Shares have been duly authorized for issuance by the
Company and when issued in accordance with the Plans, will be validly issued,
fully paid and non-assessable; provided that the consideration for each Share
is not less than the par value thereof.
I consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the reference to me in the Registration Statement
and any amendments thereto.
Very truly yours,
J. SCOTT PUSEY
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J. Scott Pusey
Senior Attorney - Corporate
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Johns Manville Corporation of our report dated
February 4, 1997, except for Note 24 as to which the date is February 13, 1997,
on our audits of the consolidated financial statements and financial statement
schedule of Johns Manville Corporation as of December 31, 1996 and 1995, and
for the years ended December 1996, 1995, and 1994, which report is incorporated
by reference in the Johns Manville Corporation Annual Report on Form 10-K for
the year ended December 31, 1996.
COOPERS & LYBRAND L.L.P.
July 9, 1997
Denver, Colorado
