<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
JOHNS MANVILLE CORPORATION
(Name of Subject Company (Issuer))
J ACQUISITION CORPORATION (OFFEROR)
BERKSHIRE HATHAWAY INC. (OFFEROR PARENT)
(Name of Filing Persons (identifying status as offeror, issuer or other person))
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
478129109
(CUSIP Number for Class of Securities)
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MARC D. HAMBURG
VICE PRESIDENT
BERKSHIRE HATHAWAY INC.
1440 KIEWIT PLAZA
OMAHA, NE 68131
TELEPHONE: (402) 346-1400
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
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COPY TO:
ROBERT E. DENHAM, ESQ.
MUNGER, TOLLES & OLSON, LLP
355 SOUTH GRAND AVENUE
LOS ANGELES, CA 90071
TELEPHONE: (213) 683-9100
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE*
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$ $
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* N/A
[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]
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<PAGE>
Date: December 20, 2000
Johns Manville to Be Acquired by Berkshire Hathaway; Announces Agreement to
Repurchase Shares From Majority Owner
DENVER, Colo. and OMAHA, Neb., December 20 -- Johns Manville (NYSE: JM) and
Berkshire Hathaway Inc. (NYSE: BRK.A, BRK.B) announced today that they have
approved and entered into a definitive merger agreement pursuant to which
Berkshire Hathaway will acquire all of the outstanding shares of Johns Manville
for $13.00 per share in cash.
The merger agreement provides that, no later than January 3, 2001, a subsidiary
of Berkshire Hathaway will commence a tender offer for all outstanding shares of
Johns Manville's common stock. The Board of Directors of Johns Manville has
unanimously approved the merger agreement and recommends that shareholders
tender their shares into the tender offer. In addition, the Manville Personal
Injury Settlement Trust (the "Trust"), which owns approximately 76 percent of
the outstanding common stock of Johns Manville, has agreed to tender its shares
into the offer. J.P. Morgan & Co. served as financial advisor and delivered a
fairness opinion to the Board of Directors of Johns Manville.
The tender offer is subject to receiving governmental approvals, court approval
of the Trust's tender and other customary conditions. Upon successful completion
of the tender offer, the agreement calls for a merger pursuant to which any
remaining shareholders will receive cash in the same amount as paid in the
tender offer. Johns Manville will become a wholly owned subsidiary of Berkshire
Hathaway and will continue to be headquartered in Denver.
Jerry Henry, Chairman & CEO of Johns Manville said, "All of us at Johns Manville
are pleased to know that Warren Buffett recognizes the long term value of our
company, and the consistent performance our people have delivered over the
years. The transaction will allow the company to grow our business and to
continue meeting our customers' needs under an ideal ownership and capital
structure."
Warren Buffett, Chairman of Berkshire Hathaway said, "We are pleased about the
opportunity to own a company with such strong market positions, leadership, and
financial performance. Johns Manville fits well in the Berkshire family of
successful enterprises with global brand recognition."
Johns Manville also announced an agreement with the Trust to repurchase
approximately $135 million of its common stock from the Trust at a price of $13
per share,
<PAGE>
reflecting the purchase price in the transaction with Berkshire Hathaway. The
share repurchase will result in an increase to 2000 earnings per share of
approximately $0.25. Johns Manville receives a U.S. federal and state income tax
deduction when the Trust distributes proceeds from the sale of company
securities to a settlement fund.
Robert A. Falise, Chairman and Managing Trustee of the Trust, stated that he was
confident that the required court approval would be obtained and said that the
transaction would further diversify the Trust's assets and provide additional
liquidity for payment of claims to its estimated one million beneficiaries. He
added that the proceeds from the repurchase will be transferred to the
settlement fund during 2000.
In addition, JM has agreed, subject to court approval and other conditions, to
pay the Trust $90 million in settlement of JM's obligation for future income
taxes of the Trust.
Johns Manville is a leading manufacturer and marketer of premium-quality
building products. The 142-year-old Denver-based company had sales of $2.2
billion in 1999. Johns Manville employs approximately 9,700 people and operates
55 manufacturing facilities in North America, Europe and China. Additional
information can be found at www.jm.com.
Berkshire Hathaway is a holding company owning subsidiaries engaged in a number
of diverse business activities. The largest of these is the property and
casualty insurance business conducted on both a direct and reinsurance basis
through a number of subsidiaries.
This release contains "forward looking statements" within the meaning of the
federal securities laws with respect to the company's future financial
prospects, the closing of the proposed merger, and similar expressions
concerning matters that are not historical facts. These statements are subject
to risks and uncertainties that could cause actual results and outcomes to
differ materially from those expressed in such statements. Important factors
that could cause such differences include, but are not limited to, macroeconomic
factors affecting financial markets, demand in residential and commercial
construction and replacement markets such as the general rate of inflation,
interest rates, employment rates and overall consumer confidence. Other factors
may include capacity levels in the industry, changes in product pricing, the
availability and pricing of raw materials, rates of technological development,
and changes in productivity.
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell securities of Johns Manville. The tender offer will be made pursuant to
a tender offer statement and related materials. Investors and security holders
are strongly advised to read both the tender offer statement and the
solicitation/recommendation statement regarding the tender offer referred to in
this news release when they become available because they will contain important
information. The tender offer statement will be filed by Berkshire Hathaway with
the Securities and Exchange Commission (SEC), and a solicitation/recommendation
statement will be filed by Johns Manville with the SEC. Investors and security
holders may obtain a free copy of these statements (when available) and other
documents filed by Johns Manville and Berkshire Hathaway at the SEC's web site,
www.sec.gov.
CONTACT: John C. Cummings of Johns Manville, 303-978-4914; or Marc D. Hamburg
of Berkshire Hathaway, 402-346-1400.
