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EXHIBIT (A)(8)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
by the Offer to Purchase, dated December 29, 2000 (the "Offer to Purchase"), and
the related Letter of Transmittal, and is being made to all holders of Shares.
The Offer is not being made to (nor will tenders be accepted from or on behalf
of ) holders of Shares in any jurisdiction in which the making of the Offer or
the acceptance thereof would not be in compliance with the laws of such
jurisdiction or any administrative or judicial action pursuant thereto.
Notice of Offer to Purchase for Cash
Any and All Outstanding Shares of Common Stock
of
Johns Manville Corporation
at
$13.00 Net Per Share
by
J Acquisition Corporation
a wholly owned subsidiary of
Berkshire Hathaway Inc.
J Acquisition Corporation, a Delaware corporation ("Purchaser") and a
wholly owned subsidiary of Berkshire Hathaway Inc., a Delaware corporation
("Parent"), is offering to purchase any and all of the issued and outstanding
shares of Common Stock, par value $0.01 per share (the "Shares"), of Johns
Manville Corporation, a Delaware corporation (the "Company"), for $13.00 per
Share, net to the seller in cash (the "Offer Price"), upon the terms and subject
to the conditions set forth in the Offer to Purchase and in the related Letter
of Transmittal (which together, along with any amendments or supplements
thereto, constitute the "Offer"). Stockholders who tender directly to the
Depositary (as defined below) will not be obligated to pay brokerage fees or
commissions or, subject to Instruction 6 of the Letter of Transmittal, stock
transfer taxes, if any, on the purchase of Shares by Purchaser pursuant to the
Offer. Stockholders who hold their Shares through a broker or bank should
consult such institution as to whether it charges any service fees. Purchaser is
offering to acquire any and all Shares as a first step in acquiring the entire
equity interest in the Company. Following consummation of the Offer, Parent and
Purchaser intend to effect the merger described below.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON JANUARY 29, 2001, UNLESS THE OFFER IS EXTENDED.
The Offer is being made pursuant to an Agreement and Plan of Merger (the
"Merger Agreement"), dated as of December 19, 2000, by and among the Company,
Parent and Purchaser, pursuant to which, as soon as practicable after the
completion of the Offer and satisfaction or waiver of all conditions to the
Merger (as defined below), Purchaser will be merged with and into the Company
and the Company will continue as the surviving corporation and will become a
wholly owned subsidiary of Parent. The merger, as effected pursuant to the
immediately preceding sentence, is referred to herein as the "Merger." At the
effective time of the Merger (the "Effective Time"), each Share then outstanding
(other than Shares held by subsidiaries of Parent or by dissenting stockholders
who have properly exercised their appraisal rights) will be canceled and
extinguished and converted into the right to receive the Offer Price in cash,
payable to the holder thereof,
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without interest. According to the Company, as of December 28, 2000, there were
137,417,416 Shares issued and outstanding.
THE COMPANY'S BOARD OF DIRECTORS (1) HAS DETERMINED THAT THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE
MERGER, ARE ADVISABLE AND IN THE BEST INTERESTS OF THE COMPANY'S STOCKHOLDERS,
(2) HAS APPROVED THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY,
AND (3) HAS RECOMMENDED THAT THE COMPANY'S STOCKHOLDERS TENDER THEIR SHARES
PURSUANT TO THE OFFER.
Simultaneously with entering into the Merger Agreement, Parent and
Purchaser also entered into a Stockholder Agreement (the "Stockholder
Agreement") with the Manville Personal Injury Settlement Trust (the "Trust"),
pursuant to which the Trust, subject to the receipt of an order of the United
States Bankruptcy Court for the Southern District of New York approving, among
other things, the Trust's entry into and performance of its obligations under
the Stockholder Agreement and the Trust's taking of certain actions outlined in
the Stockholder Agreement, agreed to (a) tender all Shares owned by it in the
Offer, (b) sell to Parent all Shares owned by it at $13.00 per share, or at any
higher price per share paid in the Offer, if the Trust owns any Shares after
consummation of the Offer, and (c) vote all of its Shares in favor of the Merger
Agreement and the Merger and against any alternative acquisition proposal.
In connection with the Offer, the Company has also entered into certain
agreements with the Trust, including an Amended and Restated Tax Matters and
Amended Trust Relationship Agreement (the "Tax Matters Agreement") pursuant to
which, among other things, the Company has agreed to pay the Trust $90 million
in settlement of the Company's obligation to pay future income taxes of the
Trust. Parent and Purchaser are not parties to the Tax Matters Agreement.
The Offer is conditioned upon, among other things, the receipt of the order
of the U.S. Bankruptcy Court discussed above and the requirement that the Tax
Matters Agreement be in full force and effect and that all conditions to the
consummation of the transactions described therein, other than the consummation
of the Offer, be satisfied or waived. Purchaser will not be required to accept
for payment or pay for any tendered Shares until the expiration or termination
of all applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended. The Offer is also subject to other terms
and conditions described in Section 14 of the Offer to Purchase.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not withdrawn if, as
and when Purchaser gives oral or written notice to EquiServe Trust Company, N.A.
(the "Depositary") of Purchaser's acceptance for payment of such Shares pursuant
to the Offer. Payment for Shares accepted for payment pursuant to the Offer will
be made by deposit of the purchase price therefor with the Depositary, which
will act as agent for the tendering stockholders for the purposes of receiving
payments from Purchaser and transmitting such payments to the tendering
stockholders whose Shares have been accepted for payment. In all cases, payment
for Shares tendered and accepted for payment pursuant to the Offer will be made
only after timely receipt by the Depositary of (a) certificates for (or a timely
Book-Entry Confirmation (as defined in the Offer to Purchase), if available,
with respect to) such Shares, (b) a Letter of Transmittal (or facsimile
thereof), properly
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completed and duly executed, with any required signature guarantees (or, in the
case of a book-entry transfer, an Agent's Message (as defined in the Offer to
Purchase)), and (c) any other documents required by the Letter of Transmittal.
Accordingly, tendering Stockholders may be paid at different times depending
upon when certificates for or Book-Entry Confirmations with respect to the
Shares are actually received by the Depositary. Under no circumstances will
interest be paid on the purchase price to be paid by Purchaser for the tendered
Shares, regardless of any extension of the Offer or any delay in making such
payment. Tenders of Shares made pursuant to the Offer are irrevocable, except
that Shares tendered pursuant to the Offer may be withdrawn pursuant to the
procedures set forth below at any time prior to the Expiration Date, and unless
theretofore accepted for payment by Purchaser pursuant to the Offer, may also be
withdrawn at any time after February 26, 2001, as described in Section 4 of the
Offer to Purchase.
For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth on the back cover of the Offer to Purchase. Any such notice
of withdrawal must specify the name of the person who tendered the Shares to be
withdrawn, the number of Shares to be withdrawn and the name of the registered
holder of such Shares, if different from that of the person who tendered such
Shares. If certificates evidencing Shares to be withdrawn have been delivered or
otherwise identified to the Depositary, then, prior to the physical release of
such certificates, the serial numbers shown on the particular certificates to be
withdrawn must be submitted to the Depositary, and the signature(s) on the
notice of withdrawal must be guaranteed by an Eligible Institution (as defined
in Section 3 of the Offer to Purchase), unless such Shares have been tendered
for the account of an Eligible Institution. If Shares have been tendered
pursuant to the procedures for book-entry tender as set forth in Section 3 of
the Offer to Purchase, any notice of withdrawal must also specify the name and
number of the account at the Book-Entry Transfer Facility to be credited with
the withdrawn Shares. Any Shares properly withdrawn will thereafter be deemed
not to have been validly tendered for purposes of the Offer. However, withdrawn
Shares may be re-tendered at any time prior to the Expiration Date by following
one of the procedures described in Section 3 of the Offer to Purchase.
The term "Expiration Date" means 12:00 midnight, New York City time, on
January 29, 2001, unless and until Purchaser, in accordance with the terms of
the Merger Agreement, extends the period for which the Offer is open, in which
event the term "Expiration Date" will mean the latest time and date on which the
Offer, as so extended, expires.
All questions as to the form and validity (including, without limitation,
time of receipt) of notices of withdrawal will be determined by Purchaser, in
its sole discretion, whose determination shall be final and binding. None of
Parent, Purchaser, the Depositary, Georgeson Shareholder Communications Inc.
(the "Information Agent"), or any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give such notification.
Subject to the terms and conditions of the Merger Agreement, Purchaser
shall extend the Expiration Date to allow for the satisfaction or waiver of
unsatisfied and unwaived conditions, as required by law or regulation, or under
some circumstances, to obtain the tender of at least 90% of the outstanding
Shares. Such extension will be made by giving oral or written
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notice of such extension to the Depositary and by making a public announcement
of such extension by no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled expiration date. During any such
extension, all Shares previously tendered and not withdrawn will remain subject
to the Offer, subject to the right of a tendering stockholder to withdraw such
stockholder's Shares.
Subject to certain conditions, Rule 14d-11 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") provides for the possibility of a
subsequent offering period following expiration of the offer on the Expiration
Date (a "Subsequent Offering Period"). Parent, Purchaser and the Company have
specifically agreed in the Merger Agreement, however, that Parent and Purchaser
will not provide a Subsequent Offering Period.
The receipt by a stockholder of cash for Shares pursuant to the Offer and
the Merger will be a taxable transaction for United States federal income tax
purposes, and may also be a taxable transaction under applicable state, local or
foreign tax laws. All stockholders are urged to consult with their own tax
advisors as to the particular tax consequences to them of the Offer and the
Merger.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
under the Exchange Act is contained in the Offer to Purchase and is incorporated
herein by reference.
The Company has provided Purchaser with mailing labels containing the names
and addresses of all record holders of Shares and with security position
listings of Shares held in stock depositories, together with all other available
listings and computer files containing names, addresses and security position
listings of record holders and beneficial owners of Shares. The Offer to
Purchase, the related Letter of Transmittal and other relevant documents will be
mailed to record holders of Shares, will be furnished (for subsequent
transmittal to beneficial owners of Shares) to the brokers, dealers, commercial
banks, trust companies and others whose names, or the names of whose nominees,
appear on these lists and may be mailed directly to beneficial owners.
The Offer to Purchase and the related Letter of Transmittal contain
important information which should be read carefully before any decision is made
with respect to the Offer.
Questions and requests for assistance or additional copies of the Offer to
Purchase, Letter of Transmittal and any other tender offer documents may be
directed to the Information Agent at its telephone number and location listed
below, and copies will be furnished at Purchaser's expense. Purchaser will not
pay fees to any broker or dealer or other person (other than the Information
Agent and the Depositary) for soliciting tenders of Shares pursuant to the
Offer.
The Information Agent for the Offer is:
Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
New York, New York 10004
Banks and Broker call collect: (212) 440-9800
All others call toll-free: (800) 223-2064
December 29, 2000
