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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
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JOHNS MANVILLE CORPORATION
(Name of Subject Company)
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JOHNS MANVILLE CORPORATION
(Name of Person(s) Filing Statement)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
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478129 10 9
(CUSIP Number of Class of Securities)
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DION PERSSON, ESQ.
VICE PRESIDENT,
ASSISTANT GENERAL COUNSEL AND SECRETARY
JOHNS MANVILLE CORPORATION
717 17TH STREET
DENVER, COLORADO 80202
TELEPHONE: (303) 978-2000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
WITH COPIES TO:
STEPHEN F. ARCANO, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NY 10036-6522
TELEPHONE: 212-735-3000
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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PRELIMINARY COMMUNICATIONS MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
Contacts: John C. Cummings, Johns Manville,
(303) 978-4914
Marc D. Hamburg, Berkshire Hathaway,
(402) 346-1400
JOHNS MANVILLE TO BE ACQUIRED BY BERKSHIRE HATHAWAY;
ANNOUNCES AGREEMENT TO REPURCHASE SHARES FROM MAJORITY OWNER
DENVER, Colo. & OMAHA, Neb., December 20, 2000 --- 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, 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.
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