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
December 19, 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 December 20, 2000, Johns Manville Corporation (the
"Company") announced that it had entered into an Agreement and Plan of
Merger with Berkshire Hathaway Inc. ("Berkshire") and J Acquisition
Corporation ("Acquisition Subsidiary"), a wholly-owned subsidiary of
Berkshire, dated as of December 19, 2000 (the "Merger Agreement"), a copy
of which is attached hereto as Exhibit 2.1 and is hereby incorporated by
reference. This announcement follows the December 8, 2000 announcement by
the Company that a merger agreement, dated June 22, 2000, with an investor
group led by affiliates of Hicks Muse Tate & Furst Incorporated and Bear
Stearns Merchant Banking had been terminated by mutual agreement.
Under the terms of the Merger Agreement, among other things,
Acquisition Subsidiary is required to commence a tender offer within ten
business days after the execution of the Merger Agreement to purchase all
of the outstanding shares of common stock of the Company for $13.00 per
share. The tender offer, when commenced, will be subject to conditions
including receipt of governmental approvals, receipt of an order of the
U.S. Bankruptcy Court for the Southern District of New York approving The
Manville Personal Injury Settlement Trust's (the "Manville Trust") tender
and other matters, and other customary conditions.
The Company has entered into an Amended and Restated Tax
Matters and Amended Trust Relationship Agreement, dated as of December 19,
2000, between the Company and the Manville Trust (the "Tax Matters
Agreement"), 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
Agreement are subject to, among other things, receipt of the Bankruptcy
Court order referred to above and the purchase of the Manville Trust's
shares in the transaction. A copy of the Tax Matters Agreement is attached
hereto as Exhibit 2.2 and is hereby incorporated by reference.
The Manville Trust has entered into a Stockholder Agreement
with Berkshire and Acquisition Subsidiary, dated as of December 19, 2000,
requiring it to tender the shares Company common stock it holds in the
tender offer and to sell to Acquisition Subsidiary all of its shares of
Company common stock immediately following the expiration of the tender
offer if the Manville Trust fails to tender and not withdraw its shares in
the tender offer. The Manville Trust's obligation to tender or sell its
shares of Company common stock is subject to receipt of the Bankruptcy
Court order referred to above. A copy of the Stockholder Agreement is
attached hereto as Exhibit 2.3 and is hereby incorporated by reference.
The Company has also entered into a Share Purchase
Agreement, dated as of December 19, 2000, between the Company and the Trust
(the "Share Purchase Agreement"), pursuant to which the Company will
purchase 10,500,000 shares of Company common stock from the Trust for an
aggregate price of $136,500,000 ($13.00 per share). A copy of the Share
Purchase Agreement is attached hereto as Exhibit 2.4 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 December 19, 2000,
among Johns Manville Corporation,
Berkshire Hathaway Inc. and J
Acquisition Corporation.
2.2 Amended and Restated Tax Matters and
Amended Trust Relationship Agreement,
dated as of December 19, 2000, between
Johns Manville Corporation and Manville
Personal Injury Settlement Trust.
2.3 Stockholder Agreement, dated as
of December 19, 2000, between
Berkshire Hathaway Inc. and J
Acquisition Subsidiary and
Manville Personal Injury
Settlement Trust.
2.4 Share Purchase Agreement, dated
as of December 19, 2000, between
Johns Manville Corporation and
Manville Personal Injury
Settlement Trust.
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:
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Name:
Title:
Date: December 21, 2000
EXHIBIT INDEX
Exhibit
No.
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2.1 Agreement and Plan of Merger, dated as of
December 19, 2000, among Johns Manville
Corporation, Berkshire Hathaway Inc. and J
Acquisition Corporation.
2.2 Amended and Restated Tax Matters and Amended Trust
Relationship Agreement, dated as of December 19, 2000,
between Johns Manville Corporation and Manville Personal
Injury Settlement Trust.
2.3 Stockholder Agreement, dated as of December
19, 2000, between Berkshire Hathaway Inc.
and J Acquisition Subsidiary and Manville
Personal Injury Settlement Trust.
2.4 Share Purchase Agreement, dated as of
December 19, 2000, between Johns Manville
Corporation and Manville Personal Injury
Settlement Trust.
