<PAGE>
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
JUSTIN INDUSTRIES, INC.
(Name of Subject Company (Issuer))
J ACQUISITION CORP. (OFFEROR)
BERKSHIRE HATHAWAY INC. (OFFEROR PARENT)
(Name of Filing Persons (identifying status as offeror, issuer or other person))
COMMON STOCK, PAR VALUE $2.50 PER SHARE
(Title of Class of Securities)
482171105
(CUSIP Number for Class of Securities)
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MARC D. HAMBURG
VICE PRESIDENT
BERKSHIRE HATHAWAY INC.
1440 KIEWIT PLAZA
OMAHA, NE 68131
TELEPHONE: (402) 346-1400
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
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COPY TO:
ROBERT E. DENHAM, ESQ.
MUNGER, TOLLES & OLSON, LLP
355 SOUTH GRAND AVENUE
LOS ANGELES, CA 90071
TELEPHONE: (213) 683-9100
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE*
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$ $
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* N/A
[_]Check 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.
[X]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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FOR IMMEDIATE RELEASE
Contact: Richard Savitz Date: June 20, 2000
Chief Financial Officer
817-390-2412
Marc Hamburg
Chief Financial Officer
Berkshire Hathaway Inc.
402-346-1400
Justin Industries To Be Acquired by Berkshire Hathaway
$22 Per Share Offered
Fort Worth, Texas and Omaha, Nebraska, June 20, 2000 - Justin Industries,
Inc. (NASDAQ NM: JSTN) and Berkshire Hathaway (NYSE: BRK.A, BRK.B) announced
today that they have approved and entered into a definitive Merger Agreement
which calls for a cash tender offer of $22.00 per share to holders of Justin
common stock by a wholly-owned subsidiary of Berkshire Hathaway.
The tender offer will commence no later than June 27, 2000 and will be for
all of Justin's outstanding common stock. Upon successful completion of the
tender offer, the Merger Agreement calls for a merger pursuant to which the
remaining shareholders will receive cash in the same amount as paid in the
tender offer.
The value of the transaction is approximately $600 million. Justin
Industries will become a wholly-owned subsidiary of Berkshire Hathaway and will
continue to be headquartered in Forth Worth.
The Board of Directors of Justin Industries has unanimously approved the
agreement and recommends to Justin shareholders that they tender their shares in
the tender offer. Mr. John S. Justin, who owns approximately 20% of Justin's
common stock, supports the transaction and has agreed to tender all his shares
into the tender offer.
"John Justin and I are extremely pleased that one of America's most admired
companies is acquiring Justin Industries. Warren Buffett's and Berkshire's
business philosophy and practice will provide current management the opportunity
to build on our strong market presence and on our corporate traditions. We
believe this acquisition is great for our shareholders, our customers, our
employees, and our communities," said John V. Roach, Chairman of the Board of
Justin Industries.
Warren Buffett, Chairman of Berkshire Hathaway stated, "Berkshire has over
60,000 employees, but only 13 people work in our 4,000 square foot home office.
We not only encourage extraordinary autonomy in our operating businesses, we
depend on it. Justin will fit this pattern perfectly. It is an absolutely
first-class business run by first-class people. The
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managers who have produced Justin's outstanding results will continue to run
operations from Fort Worth just as they have in the past."
The tender offer is subject to certain conditions, including the tender of
not less than 67% of Justin's outstanding common stock, on a fully diluted
basis, and the obtaining of all necessary governmental approvals. The tender
offer will expire twenty business days after it is commenced, but may be
extended under certain circumstances.
Justin Industries includes Acme Building Brands - Acme Brick Company, the
leading domestically owned United States manufacturer of face brick; Featherlite
Building Products Corporation, the leading Southwest producer of concrete
masonry products; and American Tile Supply Company, a major Texas distributor of
ceramic and marble floor and wall tile, and Justin Brands - Justin Boot
Company(R), Nocono Boot Company(R), Tony Lama Company(R), and Chippewa Shoe
Company(R).
Berkshire Hathaway is a holding company owning subsidiaries engaged in a
number of diverse business activities. The most important of these is the
property and casualty insurance business conducted on both a direct and
reinsurance basis through a number of subsidiaries.
This press release contains forward-looking statements with respect to
management's beliefs about the financial condition, results of operations, and
businesses of Justin Industries and Berkshire Hathaway in the future. These
statements involve risks and uncertainties. The actual outcome could differ
materially from that contemplated by such statements. Factors that could cause
or contribute to such differences could include, but are not limited to, changes
in demand, prices, and raw materials costs; changes in the economic conditions
of the various markets Justin Industries serves; and changes in the amount and
severity of inclement weather; as well as the other risks detailed herein and in
Justin Industries reports filed with the Securities and Exchange Commission.
JUSTIN INDUSTRIES SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE TENDER
OFFER STATEMENT AND RELATED SOLICITATION/RECOMMENDATION STATEMENT WHEN THEY
BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHAREHOLDERS
SHOULD UNDERSTAND BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER.
THESE STATEMENTS WILL BE FILED BY BERKSHIRE HATHAWAY AND JUSTIN INDUSTRIES WITH
THE SECURITIES AND EXCHANGE COMMISSION. INVESTORS MAY OBTAIN A FREE COPY OF
THESE STATEMENTS (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED BY BERKSHIRE
HATHAWAY AND JUSTIN INDUSTRIES, INC. AT THE SEC'S WEBSITE AT WWW.SEC.GOV. THESE
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DOCUMENTS ALSO WILL BE MADE AVAILABLE TO ALL SHAREHOLDERS OF JUSTIN INDUSTRIES,
INC., AT NO EXPENSE TO THEM.
