SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Justin Industries, Inc.
(Name of Issuer)
Common Stock, Par Value $2.50 Per Share
(Title of Class of Securities)
482171105
(Cusip Number)
Richard J. Savitz
Justin Industries, Inc.
2821 West Seventh Street
Fort Worth, Texas 76107
(817) 390-2412
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 19, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**The total number of shares reported herein is 5,249,408 shares, which
constitutes approximately 20.3% of the 25,919,429 shares of Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Unless otherwise
stated, all ownership percentages set forth herein assume that there are
25,775,603 shares outstanding.
<PAGE>
1. Name of Reporting Person:
John S. Justin, Jr.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization:
John S. Justin, Jr. is a citizen of the United States of America
7. Sole Voting Power: 5,104,780 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 5,104,780 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
5,249,408 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 20.3% (3)
14. Type of Reporting Person: IN
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(1) With respect to 399,901 shares, solely as Trustee of the John S. Justin,
Jr. Charitable Remainder Trust. With respect to 4,655,067 shares, solely
as Trustee of the John and Jane Justin Charitable Remainder Unitrust. Also
includes 49,812 shares held by Mr. Justin individually.
(2) Includes 4,655,067 shares of which Mr. Justin is beneficial owner by reason
of his position as Trustee of the John and Jane Justin Charitable Remainder
Unitrust; 802 shares of which Mr. Justin has a vested interest pursuant to
the Justin Industries, Inc. Employee Stock Ownership Plan (the "ESOP");
141,000 shares with respect to which Mr. Justin holds currently exercisable
stock options; 2,826 shares which Mr. Justin may acquire upon conversion of
the 100 shares of Preferred Stock held by him; 49,812 shares owned by Mr.
Justin individually; and 399,901 shares owned beneficially by reason of
Mr. Justin's position as Trustee of the John S. Justin Charitable Remainder
Trust.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
25,919,429 shares of Common stock outstanding, which number includes
141,000 shares with respect to which Mr. Justin holds currently
exercisable stock options and 2,826 shares which Mr. Justin may acquire
upon conversion of the 100 shares of Preferred Stock held by him.
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amends his Schedule 13D Statement dated September 30,
1979, as amended by Amendment No. 1 dated October 21, 1992, as amended by
Amendment No. 2 dated July 2, 1998 (the "Schedule 13D"), relating to the Common
Stock, par value $2.50 per share, of Justin Industries, Inc. Unless otherwise
indicated, all defined terms used herein shall have the same meanings
respectively ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding at the end thereof the following:
On June 19, 2000, the John and Jane Justin Charitable Remainder Unitrust
(the "Unitrust"), the John S. Justin, Jr. Charitable Remainder Trust (the
"Trust") and Mr. Justin entered into a Stockholders Agreement with Berkshire
Hathaway Inc. and its wholly-owned subsidiary, J Acquisition Corp., in
connection with the acquisition of Justin Industries, Inc. by Berkshire Hathaway
Inc., as previously announced. The Stockholders Agreement requires Mr. Justin
and such two trusts to tender all their shares into Berkshire Hathaway Inc.'s
tender offer and to vote all their shares in favor of the related merger and
against any alternative acquisition proposal. In addition, pursuant to the
Stockholders Agreement, Mr. Justin and such trusts have granted J Acquisition
Corp. an option with respect to their shares exercisable under certain
conditions.
The foregoing summary of the Stockholders Agreement is qualified in its
entirety by reference to the Stockholders Agreement, a copy of which is included
herein as Exhibit 2.1.
Except as set forth in this Item 4, the Reporting Person has no present
plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
The aggregate number of shares of the Stock beneficially owned by Mr.
Justin, pursuant to Rule 13d-3 of the Act, is 5,249,408, which constitutes
approximately 20.3% of the 25,919,429 shares of the Stock deemed to be
outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. These shares include
4,655,067 shares held by the Unitrust; 399,901 shares held by the Trust; 802
shares in which Mr. Justin has a vested interest pursuant to the Justin
Industries, Inc. ESOP; 141,000 shares with respect to which Mr. Justin holds
currently exercisable stock options; 49,812 shares held by Mr. Justin
individually; and 2,826 shares which Mr. Justin may acquire upon conversion of
the 100 shares of Preferred Stock, par value $2.50 per share, held by him.
To the best of the knowledge of the Reporting Person, other than as set
forth above, the person named in Item 2 herein is not the beneficial owner of
any shares of the Stock.
(b)
Mr. Justin has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 5,104,780 shares of the Stock. Mr. Justin has
the sole power to vote or to direct the vote and to dispose or to direct the
disposition of 5,054,968 of these shares solely by reason of his position as
Trustee of the Trust and as Trustee of the Unitrust.
(c) On May 26, 2000, the ESOP sold 112 shares of the Stock and distributed
the cash proceeds thereof of $1,834.56 to Mr. Justin. Also, on June 9, 2000,
Mr. Justin donated 1,000 shares of the Stock to Texas Christian University.
Except as set forth in this paragraph (c), to the best of the knowledge of
the Reporting Person, the Reporting Person has not effected any transactions in
shares of the Stock during the past 60 days.
(d) The Reporting Person affirms that no person other than such Reporting
Person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of the Stock owned by such
Reporting Person.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 is hereby amended by adding at the end thereof the following:
See Item 4 above for a description of the Stockholders Agreement dated June
19, 2000 entered into by the Reporting Person and the aforementioned two trusts
with Berkshire Hathaway Inc. and its wholly-owned subsidiary, J Acquisition
Corp.
Item 7. Material To Be Filed As Exhibits.
Item 7 is hereby amended by adding at the end thereof the following:
2.1 Stockholders Agreement, dated June 19, 2000, by and among Berkshire
Hathaway Inc., J Acquisition Corp., John S. Justin, Jr., John and Jane
Justin Charitable Remainder Unitrust under Agreement dated June 20, 1998
and John S. Justin, Jr., Charitable Remainder Trust under Agreement dated
October 12, 1992 (incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K of Berkshire Hathaway Inc. filed on June 20, 2000).
<PAGE>
After reasonable 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.
DATED: June 23, 2000
/s/ John S. Justin, Jr.
John S. Justin, Jr.
