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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
JOHNS MANVILLE CORPORATION
(Name of Subject Company (Issuer))
J ACQUISITION CORPORATION (OFFEROR)
BERKSHIRE HATHAWAY INC. (OFFEROR PARENT)
(Names of Filing Persons (identifying status as offeror, issuer or other
person))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
478129109
(CUSIP Number of Class of Securities)
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MARC D. HAMBURG
VICE PRESIDENT
BERKSHIRE HATHAWAY INC.
1440 KIEWIT PLAZA
OMAHA, NE 68131
TELEPHONE: (402) 346-1400
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
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COPY TO:
R. GREGORY MORGAN, ESQ.
MUNGER, TOLLES & OLSON LLP
355 SOUTH GRAND AVENUE
LOS ANGELES, CA 90071
TELEPHONE: (213) 683-9100
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$1,724,196,708 $344,840
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* Estimated for purposes of calculating the amount of the filing fee only.
The amount assumes the purchase of a total of 132,630,516 shares of the
outstanding common stock, par value $0.01 per share, of the Subject Company
("Subject Company Common Stock") at an offer price of $13.00 per share. The
number of outstanding shares of Subject Company Common Stock has been
calculated by subtracting the 4,786,900 shares of Subject Company Common
Stock beneficially owned by Offeror Parent from the 137,417,416 shares of
Subject Company Common Stock outstanding as of December 28, 2000.
[_]Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[_]Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X]third-party tender offer subject to Rule 14d-1.
[_]issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_]amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]
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This Tender Offer Statement on Schedule TO (this "Schedule TO") is filed by
J Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly-
owned subsidiary of Berkshire Hathaway Inc., a Delaware corporation
("Berkshire"). This Schedule TO relates to the offer by Purchaser to purchase
any and all of the outstanding shares of common stock, par value $0.01 per
share (the "Shares"), of Johns Manville Corporation, a Delaware corporation
(the "Company"), at a purchase price of $13.00 per Share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase (the "Offer to Purchase") and in the related Letter of Transmittal,
copies of which are attached hereto as Exhibits (a)(1) and (a)(2) (which,
together with any amendments or supplements thereto, collectively constitute
the "Offer"). The information set forth in the Offer to Purchase and the
related Letter of Transmittal is incorporated herein by reference with respect
to Items 1-11 of this Schedule TO. The Agreement and Plan of Merger, dated as
of December 19, 2000, among the Company, Purchaser, and Berkshire, a copy of
which is attached as Exhibit (d)(1) hereto and the Stockholder Agreement,
dated as of December 19, 2000, among Berkshire, Purchaser and the Manville
Personal Injury Settlement Trust, a copy of which is attached as Exhibit
(d)(2) hereto, are incorporated herein by reference with respect to Items 5
and 11 of Schedule TO.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS.
None of Berkshire, Purchaser nor, to the best of their knowledge, any of the
persons listed on Schedule I to the Offer to Purchase has during the last five
years (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to any judicial or
administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order
enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws or a finding of any violation of
such laws.
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase, dated December 29, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) Text of joint press release issued by Berkshire and the Company dated
December 20, 2000 (incorporated by reference from the Tender Offer Statement
on Schedule TO filed by Berkshire with the Securities and Exchange Commission
on December 20, 2000).
(a)(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(8) Form of summary advertisement, dated December 29, 2000.
(b) None.
(c) Not applicable.
(d)(1) Agreement and Plan of Merger, dated as of December 19, 2000, among
Berkshire, Purchaser and the Company (incorporated herein by reference to
Exhibit 2.1 of the Current Report on Form 8-K filed by the Company with the
Securities and Exchange Commission on December 22, 2000).
(d)(2) Stockholder Agreement, dated as of December 19, 2000, among
Berkshire, Purchaser and the Manville Personal Injury Settlement Trust
(incorporated herein by reference to Exhibit 2.3 of the Current Report on Form
8-K filed by the Company with the Securities and Exchange Commission on
December 22, 2000).
(d)(3) Amended and Restated Tax Matters and Amended Trust Relationship
Agreement, dated as of December 19, 2000, by and between the Company and the
Manville Personal Injury Settlement Trust
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(incorporated herein by reference to Exhibit 2.2 of the Current Report on Form
8-K filed by the Company with the Securities and Exchange Commission on
December 22, 2000).
(d)(4) Share Purchase Agreement, dated as of December 19, 2000, by and
between the Company and the Manville Personal Injury Settlement Trust
(incorporated herein by reference to Exhibit 2.4 of the Current Report on Form
8-K filed by the Company with the Securities and Exchange Commission on
December 22, 2000).
(d)(5) Letter Agreement, dated as of December 19, 2000, by and between the
Company and the Manville Personal Injury Settlement Trust (incorporated herein
by reference to Exhibit 4 to Amendment No. 18 to the Schedule 13D filed by the
Manville Personal Injury Settlement Trust with the Securities and Exchange
Commission on December 22, 2000).
(e) Not applicable.
(f) Not applicable.
(g) None.
(h) None.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
J ACQUISITION CORPORATION
/s/ Marc D. Hamburg
By: _________________________________
Name: Marc D. Hamburg
Title: President, Secretary and
Treasurer
BERKSHIRE HATHAWAY INC.
/s/ Marc D. Hamburg
By: _________________________________
Name: Marc D. Hamburg
Title: Vice President and Chief
Financial Officer
Dated: December 29, 2000
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EXHIBIT INDEX
(a)(1) Offer to Purchase, dated December 29, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(6) Text of joint press release issued by Berkshire and the Company dated
December 20, 2000 (incorporated by reference from the Tender Offer Statement on
Schedule TO filed by Berkshire with the Securities and Exchange Commission on
December 20, 2000).
(a)(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(8) Form of summary advertisement, dated December 29, 2000.
(d)(1) Agreement and Plan of Merger, dated as of December 19, 2000, among
Berkshire, Purchaser and the Company (incorporated herein by reference to
Exhibit 2.1 of the Current Report on Form 8-K filed by the Company with the
Securities and Exchange Commission on December 22, 2000).
(d)(2) Stockholder Agreement, dated as of December 19, 2000, among Berkshire,
Purchaser and the Manville Personal Injury Settlement Trust (incorporated
herein by reference to Exhibit 2.3 of the Current Report on Form 8-K filed by
the Company with the Securities and Exchange Commission on December 22, 2000).
(d)(3) Amended and Restated Tax Matters and Amended Trust Relationship
Agreement, dated as of December 19, 2000, by and between the Company and the
Manville Personal Injury Settlement Trust (incorporated herein by reference to
Exhibit 2.2 of the Current Report on Form 8-K filed by the Company with the
Securities and Exchange Commission on December 22, 2000).
(d)(4) Share Purchase Agreement, dated as of December 19, 2000, by and between
the Company and the Manville Personal Injury Settlement Trust (incorporated
herein by reference to Exhibit 2.4 of the Current Report on Form 8-K filed by
the Company with the Securities and Exchange Commission on December 22, 2000).
(d)(5) Letter Agreement, dated as of December 19, 2000, by and between the
Company and the Manville Personal Injury Settlement Trust (incorporated herein
by reference to Exhibit 4 to Amendment No. 18 to the Schedule 13D filed by the
Manville Personal Injury Settlement Trust with the Securities and Exchange
Commission on December 22, 2000).
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