SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 3)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
JUSTIN INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Texas 75-0102185
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
2821 West Seventh Street, Fort Worth, Texas 76107
(Address of Principal Executive Offices) (Zip Code)
If this form relates If this form relates
to the registration to the registration
of a class of securities of a class of securities
pursuant to Section 12(b) pursuant to Section 12(b)
of the Exchange Act and of the Exchange Act and
is effective pursuant to is effective pursuant to
General Instruction General Instruction
A.(c), please check A. (d), please check
the following box. ? the following box. ?
Securities Act registration statement file number to which this form relates:
N/A
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Each Class
to be so Registered is to be Registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
On June 19, 2000, Justin Industries, Inc. (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") between Berkshire Hathaway
Inc., a Delaware corporation ("Berkshire"), J Acquisition Corp., a Texas
corporation and wholly-owned subsidiary of Berkshire (the "Purchaser"), and the
Company, providing for transactions that will cause a change in control of the
Company and ultimately lead to the Company becoming a wholly-owned subsidiary of
Berkshire.
Prior to the execution and delivery of the Merger Agreement, on June 19, 2000,
the Company amended its Rights Agreement dated as of October 6, 1989, as amended
by Amendment No. 1 thereto dated October 4, 1990, as amended by Amendment No. 2
thereto dated October 6, 1999, between the Company and The Bank of New York (the
"Rights Agreement") such that the execution and delivery of, and the
consummation of the transactions contemplated by, the Merger Agreement,
including, without limitation, the Stockholders Agreement dated June 19, 2000,
between Berkshire, the Purchaser and the stockholders named therein, would not
result in (i) Berkshire, the Purchaser, or their respective affiliates and
associates being an Acquiring Person, (ii) the occurrence of a Shares
Acquisition Date, a Distribution Date, a "flip over" event under Section 13 of
the Rights Agreement, or (iii) the Company having any obligation or the holders
having any rights with respect to the common stock purchase rights (the
"Rights") or the Rights Agreement, including, without limitation, the Rights
becoming exercisable. For purposes hereof, the terms "Acquiring Person,"
"Shares Acquisition Date" and "Distribution Date" shall have the respective
meanings ascribed thereto in the Rights Agreement. The term "flip over' event"
shall mean any merger, sale, transfer or other transaction or event specified in
Section 13 of the Rights Agreement.
The foregoing description of the amendment does not purport to be complete
and is qualified in its entirety by the amendment, which is filed as Exhibit No.
4.4 to this Form 8-A/A. Capitalized terms used without definition herein shall
have the meanings assigned to them in the Rights Agreement.
Item 2. Exhibits.
4.1 Rights Agreement, dated October 6, 1989, between Justin Industries, Inc.
and Team Bank, as Rights Agent (incorporated by reference to Registration
Statement on Form 8-A dated October 10, 1989) (previously filed).
4.2 Amendment No. 1 to Rights Agreement, dated October 4, 1990, between Justin
Industries, Inc. and Ameritrust Texas, N.A., as successor Rights Agent to
Team Bank (incorporated by reference to Amendment No. 1 on Form 8 to
Registration Statement on Form 8-A dated October 4, 1990) (previously
filed).
4.3 Amendment No. 2 to Rights Agreement, dated as of October 6, 1999 between
Justin Industries, Inc. and The Bank of New York, as successor Rights Agent
(incorporated by reference to Amendment No. 2 on Form 8 to Registration
Statement on Form 8-A dated October 6, 1999) (previously filed).
4.4 Amendment No. 3 to Rights Agreement, dated as of June 19, 2000 between
Justin Industries, Inc. and The Bank of New York, as Rights Agent (filed
herewith).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
JUSTIN INDUSTRIES, INC.
Date: June 20, 2000 By: /s/ Richard J. Savitz
Name: Richard J. Savitz
Title: Senior Vice President
and Chief Financial
Officer
EXHIBIT INDEX
Exhibit No. Description
4.1 Rights Agreement dated October 6, 1989, between Justin Industries,
Inc. and Team Bank, as Rights Agent (incorporated by reference to
Registration Statement on Form 8-A dated October 10, 1989) (previously
filed).
4.2 Amendment No. 1 to Rights Agreement, dated October 4, 1990, between
Justin Industries, Inc. and Ameritrust Texas, N.A., as successor
Rights Agent to Team Bank (incorporated by reference to Amendment No.
1 on Form 8 to Registration Statement on Form 8-A dated October 4,
1990) (previously filed).
4.3 Amendment No. 2 to Rights Agreement, dated as of October 6, 1999,
between Justin Industries, Inc. and The Bank of New York, as successor
Rights Agent (incorporated by reference to Amendment No. 2 on Form 8
to Registration Statement on Form 8-A dated October 6, 1999)
(previously filed).
4.4 Amendment No. 3 to Rights Agreement, dated as of June 19, 2000,
between Justin Industries, Inc. and The Bank of New York as Rights
Agent (filed herewith).
