<PAGE>
EXHIBIT (A)(2)
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
of
Johns Manville Corporation
Pursuant to the Offer to Purchase
Dated December 29, 2000
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.
The Depositary for the Offer is:
EquiServe Trust Company, N.A.
<TABLE>
<S> <C> <C>
By Hand: By First-Class Mail: By Overnight Courier:
Securities Transfer & EquiServe Trust Company, N.A. EquiServe Trust Company, N.A.
Reporting Services, Inc. Attn: Corporate Actions Attn: Corporate Actions
c/o EquiServe Trust Company, N.A. P.O. Box 842010 40 Campanelli Drive
100 William Street, Galleria Boston, MA 02284-2010 Braintree, MA 02184
New York, NY 10038
</TABLE>
<TABLE>
<CAPTION>
DESCRIPTION OF SHARES TENDERED
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Share Certificate(s) Enclosed and Shares
Name(s) and Address(es) of Registered Holder(s) Tendered
(Please fill in, if blank, exactly as name(s) (Attach additional signed list if
appear(s) on Share Certificate(s)) necessary)
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Total Number
of Shares
Share Represented Number of
Certificate by Share Shares
Number(s)(1) Certificate(s)(1) Tendered
----------------------------------------------
<S> <C> <C> <C>
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
<CAPTION>
Total
Shares
</TABLE>
(1) Need not be completed by Book-Entry Stockholders. Unless otherwise
indicated, it will be assumed that all Shares represented by Share
certificates delivered to the Depositary are being tendered hereby. See
Instruction 4.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS
SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU
MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE THEREFOR
PROVIDED BELOW AND COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
<PAGE>
[_]CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE
BEEN LOST, DESTROYED OR STOLEN. SEE INSTRUCTION 11.
Number of Shares represented by lost, destroyed or stolen certificates: _____
YOU MUST CONTACT THE DEPOSITARY DIRECTLY TO REPLACE ANY LOST, DESTROYED OR
STOLEN CERTIFICATES REPRESENTING SHARES YOU INTEND TO TENDER.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used by stockholders of Johns Manville
Corporation if certificates for Shares (as such term is defined below) are to
be forwarded herewith or, unless an Agent's Message (as defined in Instruction
2 below) is utilized, if delivery of Shares is to be made by book-entry
transfer to an account maintained by the Depositary at the Book-Entry Transfer
Facility (as defined in Section 2, and pursuant to the procedures set forth in
Section 3, of the Offer to Purchase). Stockholders who deliver Shares by book-
entry transfer are referred to herein as "Book-Entry Stockholders" and other
stockholders who deliver Shares are referred to herein as "Certificate
Stockholders."
Stockholders whose certificates for Shares are not immediately available or
who cannot deliver either the certificates for, or a Book-Entry Confirmation
(as defined in Section 2 of the Offer to Purchase) with respect to, their
Shares and all other documents required hereby to the Depositary prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase) must tender
their Shares pursuant to the guaranteed delivery procedures set forth in
Section 3 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS
TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE
DEPOSITARY.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE INSTRUCTIONS SET
FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY
DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution _______________________________________________
Account Number ______________________________________________________________
Transaction Code Number _____________________________________________________
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name of Registered Owner(s) _________________________________________________
Window Ticket Number (if any) _______________________________________________
Date of Execution of Notice of Guaranteed Delivery __________________________
Name of Institution that Guaranteed Delivery ________________________________
If delivered by Book-Entry Transfer, check box and give the following
information: [_]
Account Number ______________________________________________________________
Transaction Code Number _____________________________________________________
2
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to J Acquisition Corporation, a Delaware
corporation ("Purchaser") and wholly owned subsidiary of Berkshire Hathaway
Inc., a Delaware corporation ("Parent"), the above-described shares of Common
Stock, par value $0.01 per share (the "Shares"), of Johns Manville
Corporation, a Delaware corporation (the "Company"), pursuant to Purchaser's
offer to purchase any and all of the outstanding Shares at a price of $13.00
per Share, net to the seller in cash, without interest thereon (the "Offer
Price"), upon the terms and subject to the conditions set forth in the Offer
to Purchase dated December 29, 2000, and in this Letter of Transmittal (which
together with the Offer to Purchase and any amendments and supplements thereto
collectively constitute the "Offer"). The undersigned understands that
Purchaser reserves the right to assign, in whole or from time to time in part,
to Parent or to any direct or indirect subsidiary of Parent the right to
purchase all or any portion of the Shares tendered pursuant to the Offer, but
any such assignment will not relieve Purchaser of its obligations under the
Offer and will in no way prejudice the rights of tendering stockholders to
receive payment for Shares validly tendered and accepted for payment pursuant
to the Offer. Receipt of the Offer is hereby acknowledged.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of December 19, 2000 (the "Merger Agreement"), by and among the Company,
Parent, and Purchaser.
Upon the terms and subject to the conditions of the Offer (and if the Offer
is extended or amended, the terms of any such extension or amendment), and
subject to, and effective upon, acceptance for payment of, and payment for,
the Shares tendered herewith in accordance with the terms of the Offer, the
undersigned hereby sells, assigns, and transfers to, or upon the order of,
Purchaser all right, title, and interest in and to all the Shares that are
being tendered hereby (and any and all dividends, distributions, rights, other
Shares or other securities issued or issuable in respect thereof on or after
December 29, 2000, other than the cash dividend of six cents per Share payable
on January 12, 2001, to shareholders of record on December 26, 2000, and any
other cash dividends declared and payable to the stockholders in accordance
with the terms of the Merger Agreement (collectively, "Distributions")) and
irrevocably constitutes and appoints the Depositary as the true and lawful
agent and attorney-in-fact of the undersigned with respect to such Shares (and
all Distributions), with full power of substitution (such power of attorney
being deemed to be an irrevocable power coupled with an interest), to (i)
deliver certificates for such Shares (and any and all Distributions), or
transfer ownership of such Shares (and any and all Distributions), on the
account books maintained by the Book-Entry Transfer Facility, together, in any
such case, with all accompanying evidences of transfer and authenticity, to or
upon the order of Purchaser, (ii) present such Shares (and any and all
Distributions) for transfer on the books of the Company, and (iii) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares (and any and all Distributions), all in accordance with the terms of
the Offer.
By executing this Letter of Transmittal, the undersigned irrevocably
appoints Marc D. Hamburg and Forrest N. Krutter, in their respective
capacities as officers of Purchaser, and any individual who shall thereafter
succeed to any such office of Purchaser, and each of them, as the attorneys-
in-fact and proxies of the undersigned, each with full power of substitution
and resubstitution, to vote at any annual or special meeting of the
stockholders of the Company or any adjournment or postponement thereof or
otherwise in such manner as each such attorney-in-fact and proxy or his
substitute shall in his sole discretion deem proper with respect to, to
execute any written consent concerning any matter as each such attorney-in-
fact and proxy or his substitute shall in his sole discretion deem proper with
respect to, and to otherwise act as each such attorney-in-fact and proxy or
his substitute shall in his sole discretion deem proper with respect to, all
of the Shares (and any and all Distributions) tendered hereby and accepted for
payment by Purchaser prior to the time of such vote or other action. This
appointment will be effective if and when, and only to the extent that,
Purchaser accepts such Shares for payment pursuant to the Offer. This power of
attorney and proxy are, upon acceptance for payment, irrevocable and are
granted in consideration for the acceptance for payment of such Shares in
accordance with the terms of the Offer. Such acceptance for payment shall,
without further action, revoke any prior powers of attorney and proxies
granted by the undersigned at any time with respect to such Shares (and any
and all Distributions), and no subsequent powers of attorney, proxies,
consents or revocations may be given by the undersigned with respect thereto
(and, if given, will not be deemed effective). Purchaser reserves the right to
require that, in order for Shares (or other Distributions) to be deemed
validly tendered, immediately upon Purchaser's acceptance for payment of such
Shares, Purchaser must be able to exercise full voting, consent, and other
rights with respect to such Shares (and any and all Distributions), including
voting at any meeting of the stockholders of the Company.
3
<PAGE>
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign, and transfer the Shares tendered
hereby and all Distributions, that the undersigned owns the Shares tendered
hereby within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that the tender of the
tendered Shares complies with Rule 14e-4 under the Exchange Act, and that when
the same are accepted for payment by Purchaser, Purchaser will acquire good,
marketable, and unencumbered title thereto and to all Distributions, free and
clear of all liens, restrictions, charges, and encumbrances and the same will
not be subject to any adverse claims. The undersigned will, upon request,
execute and deliver any additional documents deemed by the Depositary or
Purchaser to be necessary or desirable to complete the sale, assignment, and
transfer of the Shares tendered hereby and all Distributions. In addition, the
undersigned shall remit and transfer promptly to the Depositary for the
account of Purchaser all Distributions in respect of the Shares tendered
hereby, accompanied by appropriate documentation of transfer, and, pending
such remittance and transfer or appropriate assurance thereof, Purchaser shall
be entitled to all rights and privileges as owner of each such Distribution
and may withhold the entire purchase price of the Shares tendered hereby, or
deduct from such purchase price, the amount or value of such Distribution as
determined by Purchaser in its sole discretion.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors, and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
The undersigned understands that the valid tender of Shares pursuant to any
one of the procedures described in Section 3 of the Offer to Purchase and in
the Instructions hereto and Purchaser's acceptance of such shares for payment
will constitute a binding agreement between the undersigned and Purchaser upon
the terms and subject to the conditions of the Offer (and if the Offer is
extended or amended, the terms or conditions of any such extension or
amendment), and the undersigned agrees that any withdrawal of tendered Shares
may be made only pursuant to the procedures specified in the Offer to
Purchase. Without limiting the foregoing, if the price to be paid in the Offer
is amended in accordance with the Merger Agreement, the price to be paid to
the undersigned will be the amended price notwithstanding the fact that a
different price is stated in this Letter of Transmittal. The undersigned
recognizes that under certain circumstances set forth in the Offer to
Purchase, Purchaser may not be required to accept for payment any of the
Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of all Shares purchased and/or return
any certificates for Shares not tendered or accepted for payment in the
name(s) of the registered holder(s) appearing above under "Description of
Shares Tendered." Similarly, unless otherwise indicated under "Special
Delivery Instructions," please mail the check for the purchase price of all
Shares purchased and/or return any certificates for Shares not tendered or not
accepted for payment (and any accompanying documents, as appropriate) to the
address(es) of the registered holder(s) appearing above under "Description of
Shares Tendered." In the event that the boxes titled "Special Payment
Instructions" and "Special Delivery Instructions" are both completed, please
issue the check for the purchase price of all Shares purchased in the name(s)
of, and deliver such check and/or return any certificates evidencing Shares
not tendered or not accepted for payment (and any accompanying documents, as
appropriate) to, the person(s) so indicated. Unless otherwise indicated herein
in the box titled "Special Payment Instructions," please credit any Shares
tendered herewith by book-entry transfer that are not accepted for payment by
crediting the account at the Book-Entry Transfer Facility. The undersigned
recognizes that Purchaser has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the registered holder
thereof if Purchaser does not accept for payment any of the Shares so
tendered.
4
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6, and 7) (See Instructions 1 and 7)
Fill in ONLY if check is to be Fill in ONLY if check is to be
issued in a name other than the delivered, or if any certificates
undersigned. for Shares not tendered or not
purchased are to be delivered, to
someone other than the
undersigned or to the undersigned
at an address other than that
shown under "Description of
Shares Tendered."
Deliver check to:
Name _____________________________
(Please Print)
Address __________________________
__________________________________
__________________________________
Deliver [_] check
and/or [_] certificates to:
__________________________________
__________________________________ Name _____________________________
(Include Zip Code) (Please Print)
__________________________________ Address __________________________
(Tax Identification or Social __________________________________
Security Number) __________________________________
__________________________________
__________________________________
(Include Zip Code)
__________________________________
(Tax Identification or Social
Security Number)
5
<PAGE>
IMPORTANT
STOCKHOLDER SIGN HERE
(Also Complete Substitute Form W-9 Below)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(Signature(s) of Owner(s))
Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, please set
forth full title. See Instruction 5. (For information concerning signature
guarantees see Instruction 1.)
Dated: ______________________________________________________________ , 2001
Name(s) ____________________________________________________________________
----------------------------------------------------------------------------
(Please Print)
Capacity ___________________________________________________________________
(See Instruction 5)
Address ____________________________________________________________________
(Including Zip Code)
Area Code and Telephone No. (Business) _____________________________________
Area Code and Telephone No. (Residence) ____________________________________
Tax Identification or Social Security No. __________________________________
(Complete the Substitute Form W-9
contained herein)
SIGNATURE GUARANTEE
(See Instruction 1, if required)
Authorized Signature _______________________________________________________
Name _______________________________________________________________________
(Please Print)
Title ______________________________________________________________________
(Please Print)
Name of Firm _______________________________________________________________
Address ____________________________________________________________________
(Include Zip Code)
Area Code and Telephone No. ________________________________________________
Dated _______________________________________________________________ , 2001
FOR USE BY FINANCIAL INSTITUTIONS ONLY
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW
6
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
To complete the Letter of Transmittal, you must do the following:
. Fill in the box titled "Description of Shares Tendered."
. Sign and date the Letter of Transmittal in the box titled "Important:
Stockholder Sign Here."
. Fill in and sign in the box titled "Substitute From W-9."
In completing the Letter of Transmittal, if you want the payment for any
Shares issued in the name of another person, complete the box titled "Special
Payment Instructions."
(1) Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) (which term, for purposes of this Instruction 1, includes
any participant in any of the Book-Entry Transfer Facility's systems whose
name appears on a security position listing as the owner of the Shares) of
Shares tendered herewith, unless such registered holder(s) has completed
either the box titled "Special Payment Instructions" or the box titled
"Special Delivery Instructions" on the Letter of Transmittal or (b) if such
Shares are tendered for the account of a financial institution (including most
commercial banks, savings and loan associations, and brokerage houses) that is
a participant in the Securities Transfer Agents Medallion Program, the New
York Stock Exchange Medallion Signature Guarantee Program or the Stock
Exchange Medallion Program (each, an "Eligible Institution"). In all other
cases, all signatures on this Letter of Transmittal must be guaranteed by an
Eligible Institution. See Instruction 5.
(2) Delivery of Letter of Transmittal and Shares; Guaranteed Delivery
Procedures. This Letter of Transmittal is to be completed by stockholders of
the Company either if Share certificates are to be forwarded herewith or,
unless an Agent's Message is utilized, if delivery of Shares is to be made by
book-entry transfer pursuant to the procedures set forth herein and in Section
3 of the Offer to Purchase. For a stockholder to validly tender Shares
pursuant to the Offer, either (a) a properly completed and duly executed
Letter of Transmittal (or facsimile of the form thereof), together with any
required signature guarantees or an Agent's Message (in connection with book-
entry transfer) and any other required documents, must be received by the
Depositary at one of its addresses set forth herein prior to the Expiration
Date and either (i) certificates for tendered Shares must be received by the
Depositary at one of such addresses prior to the Expiration Date or (ii)
Shares must be delivered pursuant to the procedures for book-entry transfer
set forth herein and in Section 3 of the Offer to Purchase and a Book-Entry
Confirmation must be received by the Depositary prior to the Expiration Date
or (b) the tendering stockholder must comply with the guaranteed delivery
procedures set forth herein and in Section 3 of the Offer to Purchase.
Stockholders whose certificates for Shares are not immediately available or
who cannot deliver their certificates and all other required documents to the
Depositary prior to the Expiration Date or who cannot comply with the book-
entry transfer procedures on a timely basis may tender their Shares by
properly completing and duly executing the Notice of Guaranteed Delivery
pursuant to the guaranteed delivery procedure set forth herein and in Section
3 of the Offer to Purchase.
Pursuant to such guaranteed delivery procedures, (i) such tender must be
made by or through an Eligible Institution, (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
Purchaser, must be received by the Depositary prior to the Expiration Date,
and (iii) the certificates for all tendered Shares, in proper form for
transfer (or the Book-Entry Confirmation with respect to all tendered Shares),
together with a properly completed and duly executed Letter of Transmittal (or
a facsimile of the form thereof), with any required signature guarantees (or,
in the case of a book-entry transfer, an Agent's Message) and any other
required documents must be received by the Depositary within three trading
days after the date of execution of such Notice of Guaranteed Delivery. A
"trading day" is any day on which the New York Stock Exchange is open for
business.
The term "Agent's Message" means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that the Book-Entry Transfer Facility
has received an express acknowledgment from the participant in the Book-Entry
Transfer Facility tendering the Shares which are subject to such Book-Entry
Confirmation, that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that Purchaser may enforce such
agreement against the participant.
7
<PAGE>
The signatures on this Letter of Transmittal cover the Shares tendered
hereby.
THE METHOD OF DELIVERY OF CERTIFICATES, THE LETTER OF TRANSMITTAL, AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER, AND
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF
DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT THE STOCKHOLDER USE PROPERLY
INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. All tendering shareholders, by executing
this Letter of Transmittal (or facsimile of the form thereof), waive any right
to receive any notice of acceptance of their Shares for payment.
(3) Inadequate Space. If the space provided herein under "Description of
Shares Tendered" is inadequate, the number of Shares tendered and the Share
certificate numbers with respect to such Shares should be listed on a separate
signed schedule attached hereto.
(4) Partial Tenders. (Not applicable to shareholders who tender by book-
entry transfer). If fewer than all the Shares evidenced by any Share
certificate delivered to the Depositary herewith are to be tendered hereby,
fill in the number of Shares that are to be tendered in the box titled "Number
of Shares Tendered." In any such case, new certificate(s) for the remainder of
the Shares that were evidenced by the old certificates will be sent to the
registered holder, unless otherwise provided in the box titled "Special
Delivery Instructions" on this Letter of Transmittal, as soon as practicable
after the Expiration Date or the termination of the Offer. All Shares
represented by certificates delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.
(5) Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the certificate(s) without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby are held of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any Share certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to Purchaser of the authority of such person to
so act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Share certificates or
separate stock powers are required.
8
<PAGE>
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by certificates listed and
transmitted hereby, the Share certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the Share certificates. Signature(s) on any
such Share certificates or stock powers must be guaranteed by an Eligible
Institution.
(6) Stock Transfer Taxes. Except as otherwise provided in this Instruction
6, Purchaser will pay all stock transfer taxes with respect to the transfer
and sale of any Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price of any Shares purchased is to be made to any
person other than the registered holder(s), or if tendered certificates are
registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered holder(s) or such other person) payable on account of the
transfer to such other person will be the responsibility of the tendering
stockholder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Share certificates evidencing the
Shares tendered hereby.
(7) Special Payment and Delivery Instructions. If a check for the purchase
price of any Shares accepted for payment is to be issued in the name of a
person other than the signatory of this Letter of Transmittal or if a check is
to be sent to a person other than the signer of this Letter of Transmittal, or
to an address other than that shown above, the appropriate boxes on this
Letter of Transmittal should be completed.
(8) Requests for Assistance or Additional Copies. Questions and requests for
assistance or additional copies of the Offer to Purchase, this Letter of
Transmittal, the Notice of Guaranteed Delivery, and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
directed to the Information Agent at its address and phone numbers set forth
below, or from brokers, dealers, commercial banks or trust companies.
(9) Waiver of Conditions. Subject to the Merger Agreement, Purchaser
reserves the absolute right in its sole discretion to waive, at any time or
from time to time, any of the specified conditions of the Offer, in whole or
in part, in the case of any Shares tendered; provided, however, that the
following conditions may only be waived with the consent of the Company: (i)
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
Trust of Shares held by it, and (ii) the Amended and Restated Tax Matters and
Amended Trust Relationship Agreement between the Manville Trust and the
Company 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).
(10) Backup Withholding. In order to avoid "backup withholding" of federal
income tax on payments of cash pursuant to the Offer, a stockholder
surrendering Shares in the Offer must, unless an exemption applies, complete
the Substitute Form W-9 included in this Letter of Transmittal and certify,
under penalties of perjury, that such TIN is correct and that such stockholder
is not subject to backup withholding in accordance with the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.
Backup withholding is not an additional income tax. Rather, the amount of
the backup withholding can be credited against the federal income tax
liability of the person subject to the backup withholding, provided that the
required information is given to the IRS. If backup withholding results in an
overpayment of tax, a refund can be obtained from the IRS.
Certain stockholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Noncorporate foreign stockholders should complete and sign the main signature
form and a Form W-8, Certificate of Foreign Status, a copy of which may be
obtained from the Depositary, in order to avoid backup withholding. See the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for more instructions.
9
<PAGE>
(11) Lost, Destroyed or Stolen Share Certificates. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly contact the Depositary by telephone at (888) 756-1854 and check the
box on page two indicating the number of Shares lost. The stockholder will
then be instructed as to the steps that must be taken in order to replace the
Share certificate(s). This Letter of Transmittal and related documents cannot
be processed until the procedures for replacing lost, destroyed or stolen
Share certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF) TOGETHER WITH
ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER,
AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE
DEPOSITARY PRIOR TO THE EXPIRATION DATE, AND EITHER CERTIFICATES FOR TENDERED
SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT
TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE
EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES
FOR GUARANTEED DELIVERY.
10
<PAGE>
IMPORTANT TAX INFORMATION
In order to avoid "backup withholding" of federal income tax on payments of
cash pursuant to the Offer, a stockholder whose tendered Shares are accepted
for payment is required to provide the Depositary (as payer) with a completed
Substitute Form W-9 below. See the enclosed Guidelines For Certification of
Taxpayer Identification Number on Substitute Form W-9 for instructions on how
to complete this form.
Certain stockholders (including, among others, all corporations, and certain
foreign individuals) are not subject to these backup withholding requirements.
In order for a foreign individual to qualify as an exempt recipient, that
stockholder must submit a statement, signed under penalties of perjury,
attesting to that individual's exempt status. Such statements can be obtained
from the Depositary. Exempt stockholders, other than foreign individuals,
should furnish their taxpayer identification number (TIN), write "Exempt" on
the face of the Substitute Form W-9 below, and sign, date, and return the
Substitute Form W-9 to the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments made to the stockholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will
be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained from the Internal Revenue
Service.
What Number to Give the Depositary
The stockholder is required to give the Depositary the TIN of the record
owner of the Shares. If the Shares are in more than one name or are not in the
name of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance
on which number to report. If the tendering stockholder has not been issued a
TIN and has applied for a number or intends to apply for a number in the near
future, such stockholder should write "Applied For" in the space provided for
in the TIN in Part 1, and sign and date the Substitute Form W-9. If "Applied
For" is written in Part 1 and/or the Depositary is not provided with a TIN,
the Depositary will withhold 31% on all payments of the purchase price.
11
<PAGE>
PAYER'S NAME: EQUISERVE TRUST COMPANY, N.A.
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND
CERTIFY BY SIGNING AND
DATING BELOW. IF AWAITING
TIN, CHECK THE BOX IN
PART 3.
Form W-9
Department of ----------------------
the Treasury Social Security Number
Internal Revenue (If awaiting TIN write
Service "Applied For")
----------------------------
Payer's Request for Taxpayer Name OR
Identification Number ("TIN")
----------------------
Employer Identification
Number (If awaiting TIN
write "Applied For")
-------------------------------------------------------------------------------
Part 2--Certificate--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued for me); and
(2) I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to backup withholding as a
result of a failure to report all interest or dividends, or (c) the IRS
has notified me that I am no longer subject to backup withholding.
-------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have
been notified by the IRS that you are currently subject to backup
withholding because of under-reporting interest or dividends on your tax
returns. However, if after being notified by the IRS that you are subject to
backup withholding, you receive another notification from the IRS that you
are no longer subject to backup withholding, do not cross out such item (2).
(Also see instructions in the enclosed Guidelines).
-------------------------------------------------------------------------------
SIGNATURE ____________________ DATE _______ , 2001 [_] Part 3--
Awaiting TIN
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a Taxpayer Identification Number by the
time of payment, 31% of all reportable cash payments made to me thereafter
may be withheld, but that such amounts may be refunded to me if I then
provide a Taxpayer Identification Number within 60 days.
Signature ________________________ Date ______________ , 2001
12
<PAGE>
Questions and requests for assistance or additional copies of the Offer to
Purchase, this Letter of Transmittal and other tender offer materials may be
directed to the Information Agent at its address and telephone numbers set
forth below:
The Information Agent for the offer is:
[LOGO OF GEORGESON SHAREHOLDER COMMUNICATIONS INC.]
17 State Street
10th floor
New York, NY 10004
Bankers and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
