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EXHIBIT 99.3
[LETTERHEAD OF GOLDMAN, SACHS & CO.]
PERSONAL AND CONFIDENTIAL
July 27, 2000
Board of Trustees and Trustees
Manville Personal Injury Settlement Trust
143 Bedford Road
Suite 200
Katonah, NY 10536
Re: Registration Statement (File No. 333- ) of Johns Manville Corporation
Gentlemen:
Reference is made to our opinion letter dated June 22, 2000 with respect to the
fairness from a financial point of view to the Manville Personal Injury
Settlement Trust (the "Trust") of the Trust Merger Consideration (as defined
therein) to be received by the Trust in exchange for the shares of Company
Common Stock (as defined therein) owned by the Trust as of the date hereof
pursuant to the Exchange Agreement, dated as of June 22, 2000, among Johns
Manville Corporation (the "Company"), the Trust and certain individuals listed
or to be listed therein and the Agreement and Plan of Merger, dated as of June
22, 2000 (the "Agreement"), among the Company, and HB Merger LLC (the "Merger
Company") and HB Finance LLC, companies formed by Hicks Muse Tate & Furst
Incorporated and Bear Stearns Merchant Funding Corp., which Agreement provides,
among other things, for the merger of Merger Company with and into the Company,
with the Company continuing as the surviving corporation.
The foregoing opinion letter is provided for the information and assistance of
the Board Trustees of the Trust in connection with its consideration of the
transactions contemplated therein and is not to be used, circulated, quoted or
otherwise referred to for any other purpose, nor is it to be filed with,
included in or referred to in whole or in part in any registration statement,
proxy statement or any other document, except in accordance with our prior
written consent. We understand that the Company has determined to include our
opinion in the above-referenced Registration Statement.
In that regard, we hereby consent to the reference to the opinion of our Firm
under the captions "Summary - Opinion of the Manville Trust Financial Advisor,"
"The Merger Transaction - Opinion of Goldman Sachs" and to the inclusion of the
foregoing opinion in the Proxy Statement/Prospectus included in the
above-mentioned Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons
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whose consent is required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ GOLDMAN, SACHS & CO.
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(GOLDMAN, SACHS & CO.)
