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EXHIBIT (A)(5)
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.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, JANUARY 29, 2001, UNLESS THE OFFER IS EXTENDED.
December 29, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated December 29,
2000, and the related Letter of Transmittal (which, together with the Offer to
Purchase and any amendments and supplements thereto, collectively constitute
the "Offer") in connection with the offer by J Acquisition Corporation, a
Delaware corporation ("Purchaser") and wholly owned subsidiary of Berkshire
Hathaway Inc., a Delaware corporation ("Parent"), to purchase for cash any and
all outstanding shares of Common Stock, par value $0.01 per share ("Shares"),
of Johns Manville Corporation, a Delaware corporation (the "Company"). We are
the holder of record of Shares held for your account. A tender of such Shares
can be made only by us as the holder of record and pursuant to your
instructions. The enclosed Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Shares held by us for
your account.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer.
Your attention is invited to the following:
1. The offer price is $13.00 per Share, net to you in cash without interest.
2. The Offer is being made for any and all outstanding Shares.
3. The Board of Directors of the Company has determined that the Merger
Agreement (as defined in the Offer to Purchase) and the transactions
contemplated thereby, including the Offer and the Merger (as defined in the
Merger Agreement), are advisable and in the best interests of the Company's
stockholders, has approved the Merger Agreement and the transactions
contemplated thereby, and has recommended that stockholders tender their
Shares pursuant to the Offer.
4. The Offer and withdrawal rights will expire at 12:00 midnight, New York
City time, on Monday, January 29, 2001, unless the Offer is extended.
5. The Offer is conditioned upon, among other things, the receipt of an
order of the United States Bankruptcy Court for the Southern District of New
York approving, among other things, the tender by the Manville Personal Injury
Settlement Trust (the "Manville Trust") of Shares held by it, and upon the
Amended
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and Restated Tax Matters and Amended Trust Relationship Agreement between the
Company and the Manville Trust being in full force and effect (and all
relevant conditions to the transactions described therein--other than the
consummation of the Offer--being satisfied or waived), both of which are
discussed in the Offer to Purchase. The Offer is also subject to other
conditions set forth in the Offer to Purchase. See Section 14 of the Offer to
Purchase.
6. Any stock transfer taxes applicable to the sale of Shares to Purchaser
pursuant to the Offer will be paid by Purchaser, except as otherwise provided
in Instruction 6 of the Letter of Transmittal. Tendering stockholders will not
be obligated to pay brokerage fees or commissions.
Purchaser is not aware of any jurisdiction where the making of the Offer is
prohibited by any administrative or judicial action pursuant to any valid
state statute. In any jurisdiction in which the securities, blue sky or other
laws require the Offer to be made by a licensed broker or dealer, the Offer
will be made on behalf of Purchaser by one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the reverse side of this letter. An envelope to return your instructions to
us is enclosed. If you authorize the tender of your Shares, all such Shares
will be tendered unless otherwise specified on the reverse side of this
letter. Your instructions should be forwarded to us in sufficient time to
permit us to submit a tender on your behalf prior to the expiration of the
Offer.
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INSTRUCTIONS WITH RESPECT TO THE
Offer to Purchase for Cash
Any and All Outstanding Shares of Common Stock
of
Johns Manville Corporation
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated December 29, 2000, and the related Letter of Transmittal in
connection with the Offer by J Acquisition Corporation, a Delaware corporation
and wholly owned subsidiary of Berkshire Hathaway Inc., a Delaware
corporation, to purchase all outstanding shares of Common Stock, par value
$0.01 per share (the "Shares"), of Johns Manville Corporation, a Delaware
corporation.
This will instruct you to tender the number of Shares indicated below (or if
no number is indicated below, all Shares) held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the
Offer.
Number of Shares to be tendered:*
_______________________________Shares
Dated: ________________________, 2001 _____________________________________
_____________________________________
Signature(s)
_______________________________________________________________________________
Print Name(s)
_______________________________________________________________________________
Address(es)
_______________________________________________________________________________
Area Code and Telephone Number
_______________________________________________________________________________
Tax ID or Social Security Number
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* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
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