SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 22, 2000
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(Date of earliest event reported)
JOHNS MANVILLE CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 1-8247 84-0856796
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(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
717 17th Street
Denver, Colorado 80202
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(Address of principal executive offices, including zip code)
(303) 978-2000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
On June 23, 2000, Johns Manville Corporation (the "Company")
announced that it had entered into a merger agreement with an investor
group led by affiliates of Hicks, Muse, Tate & Furst Incorporated and Bear
Stearns Merchant Banking. A copy of the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of June 22, 2000, among the Company, HB
Merger LLC and HB Finance LLC, is attached hereto as Exhibit 2.1 and is
hereby incorporated by reference. A copy of the press release announcing
the execution of the Merger Agreement is attached hereto as Exhibit 99.1.
Under the terms of the Merger Agreement, among other things,
upon consummation of the Merger, the Company's public shareholders will
receive, for each share of the Company's common stock held, $13.625 in cash
and a 13 percent pay-in-kind preferred stock with a liquidation preference
of $2.00. Manville Personal Injury Settlement Trust (the "Manville Trust")
and members of the Company's management, including Chairman and CEO Charles
L. Henry, will retain an equity stake in the post-merger Company. The
parties' obligations to consummate the transactions contemplated by the
Merger Agreement are subject to conditions including the receipt of
financing, approval by the shareholders of the Company, receipt of
regulatory approvals, and other matters.
The Company has entered into a Tax Matters and Amended Trust
Relationship Agreement, dated as of June 22, 2000, between the Company and
the Manville Trust, pursuant to which, among other things, the Company has
agreed to pay the Manville Trust $90 million in settlement of the Company's
obligation for future income taxes of the Manville Trust. The parties'
obligations to consummate the transactions contemplated by the Tax Matters
and Amended Trust Relationship Agreement are subject to, among other
things, receipt of an order of the U.S. Bankruptcy Court for the Southern
District of New York approving the Tax Agreement and the transactions
contemplated thereby and other matters, and the consummation of the merger.
A copy of the Tax Matters and Amended Trust Relationship Agreement is
attached hereto as Exhibit 2.2 and is hereby incorporated by reference.
In connection with the execution of the Merger Agreement,
the Manville Trust, which owns approximately 76% of the outstanding shares
of Company common stock, agreed to vote its shares of Company common stock
in favor of the Merger Agreement, subject to certain conditions. A copy of
the Voting Agreement between the Manville Trust and HB Merger LLC is
attached hereto as Exhibit 2.3 and is hereby incorporated by reference.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of June
22, 2000, among Johns Manville Corporation, HB
Merger LLC and HB Finance LLC.
2.2 Tax Matters and Amended Trust Relationship
Agreement, dated as of June 22, 2000, between
Johns Manville Corporation and Manville
Personal Injury Settlement Trust.
2.3 Voting Agreement, dated as of June 22, 2000,
between HB Merger LLC and Manville Personal
Injury Settlement Trust.
99.1 Johns Manville Corporation Press
Release, issued June 23, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
JOHNS MANVILLE CORPORATION
By: /s/ Dion Persson
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Name: Dion Persson
Title: Vice President, Assistant
General Counsel and Secretary
Date: June 27, 2000
EXHIBIT INDEX
Exhibit
No.
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2.1 Agreement and Plan of Merger, dated as of June 22, 2000,
among Johns Manville Corporation, HB Merger LLC and HB
Finance LLC.
2.2 Tax Matters and Amended Trust Relationship Agreement, dated
as of June 22, 2000, between Johns Manville Corporation and
Manville Personal Injury Settlement Trust.
2.3 Voting Agreement, dated as of June 22, 2000, between HB
Merger LLC and Manville Personal Injury Settlement Trust.
99.1 Johns Manville Corporation Press Release, issued June 23, 2000.
