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
Date of Report (date of earliest event reported): June 19, 2000
JUSTIN INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
0-3041
(Commission File Number)
Texas 75-0102185
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
2821 West Seventh Street
Fort Worth, Texas 76107
(Address of principal executive offices) (Zip Code)
(817) 336-5125
(Registrant's telephone number, including area code)
Item 5. Other Events.
On June 19, 2000, Justin Industries, Inc., a Texas corporation (the
"Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement"), by and among Berkshire Hathaway Inc., a Delaware corporation
("Berkshire"), J Acquisition Corp., a Texas corporation and a wholly owned
subsidiary of Berkshire ("Purchaser"), and the Company.
Pursuant to the Merger Agreement, Purchaser will offer to purchase, through
a cash tender offer, all of the outstanding shares of the Company's common stock
for $22.00 per share. The cash tender will commence by June 27, 2000, and is
not subject to any financing conditions. Following the tender offer, subject to
the terms of the Merger Agreement, Purchaser will merge with the Company. In
the merger, the Company's shareholders will receive $22.00 per share in cash for
each share of the Company's common stock. The offer is conditioned upon, among
other things, there being tendered and not withdrawn prior to the expiration
date of the offer at least 67% of outstanding Company common shares on a fully-
diluted basis. This condition can be waived by Purchaser under certain
circumstances. The offer will expire twenty business days after it is
commenced, but it may be extended by Purchaser under certain circumstances. The
acquisition is subject to regulatory approval under the Hart-Scott-Rodino
Antitrust Improvements Act and other customary conditions.
The Company's Board of Directors unanimously approved the Merger Agreement.
Mr. John S. Justin, Jr. and trusts that he controls (the "Stockholders"), which
own approximately 20% of the outstanding Company shares, have agreed, pursuant
to a Stockholders Agreement, dated as of June 19, 2000 (the "Stockholders
Agreement"), among Berkshire, Purchaser and the Stockholders, to tender all
their shares and to vote all their shares in favor of the merger and against any
alternative acquisition proposal. In addition, the Stockholders have granted
Purchaser an option with respect to their shares exercisable under certain
conditions.
In connection with the Merger Agreement, on June 19, 2000, prior to the
execution and delivery of the Merger Agreement, the Company and The Bank of New
York, as Rights Agent, executed an amendment to the 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 Rights Agent (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,
would not result in (i) Berkshire, 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 descriptions of the Merger Agreement, the Stockholders
Agreement and Amendment No. 3 to Rights Agreement do not purport to be complete
and are qualified in their entirety by reference to the Merger Agreement, the
Stockholders Agreement and Amendment No. 3 to Rights Agreement, copies of which
are incorporated by reference as Exhibits 2.1, 2.2 and 4.1, respectively, to
this Current Report on Form 8-K and are incorporated herein by reference. A
copy of the press release announcing the transaction is incorporated by
reference as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated June 19, 2000, by and among Berkshire
Hathaway Inc., J Acquisition Corp. and Justin Industries, Inc.
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-
K of Berkshire Hathaway Inc. filed on June 20, 2000).
2.2 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).
4.1 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
(incorporated by reference to Amendment No. 3 on Form 8-A/A to Registration
Statement on Form 8-A dated June 20, 2000).
99.1 Press Release issued by Justin Industries, Inc. and Berkshire Hathaway Inc.
on June 20, 2000 (incorporated by reference to the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by Justin
Industries, Inc. on June 20, 2000).
<PAGE>
SIGNATURE
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.
JUSTIN INDUSTRIES, INC.
Date: June 20, 2000 By: /s/Richard J. Savitz
Name: Richard J. Savitz
Title: Senior Vice President
And Chief Financial
Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated June 19, 2000, by and among Berkshire
Hathaway Inc., J Acquisition Corp. and Justin Industries, Inc.
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-
K of Berkshire Hathaway Inc. filed on June 20, 2000).
2.2 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).
4.1 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
(incorporated by reference to Amendment No. 3 on Form 8-A/A to Registration
Statement on Form 8-A dated June 20, 2000).
99.1 Press Release issued by Justin Industries, Inc. and Berkshire Hathaway Inc.
on June 20, 2000 (incorporated by reference to the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by Justin
Industries, Inc. on June 20, 2000).
