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EXHIBIT (a)(8)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
by the Offer to Purchase, dated June 27, 2000 (the "Offer to Purchase"), and the
related Letter of Transmittal and is being made to all holders of Shares. The
Offer is not being made to (nor will tenders be accepted from or on behalf of)
holders of Shares in any jurisdiction in which the making of the Offer or the
acceptance thereof would not be in compliance with the laws of such jurisdiction
or any administrative or judicial action pursuant thereto.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Justin Industries, Inc.
at
$22 Net Per Share
by
J ACQUISITION CORP.
a wholly-owned subsidiary of
BERKSHIRE HATHAWAY INC.
J Acquisition Corp., a Texas corporation (the "Purchaser") and a wholly-
owned subsidiary of Berkshire Hathaway Inc., a Delaware corporation ("Parent"),
is offering to purchase all of the issued and outstanding shares of Common
Stock, par value $2.50 per share (together with the associated common stock
purchase rights (the "Rights") issued pursuant to the Rights Agreement, dated as
of October 6, 1989, as amended from time to time, between the Company and The
Bank of New York, as Rights Agent, the "Shares"), of Justin Industries, Inc., a
Texas corporation (the "Company"), for $22 per Share, net to the seller in cash
(the "Offer Price"), upon the terms and subject to the conditions set forth in
the Offer to Purchase and in the related Letter of Transmittal (which together
constitute the "Offer"). Tendering stockholders will not be obligated to pay
brokerage fees or commissions or, except as set forth in Instruction 6 of the
Letter of Transmittal, transfer taxes on the tender of Shares pursuant to the
Offer. Purchaser is offering to acquire all Shares as a first step in acquiring
the entire equity interest in the Company. Following consummation of the Offer,
Parent and Purchaser intend to effect the merger described below.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON JULY 25, 2000, UNLESS THE OFFER IS EXTENDED.
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The Offer is being made pursuant to an Agreement and Plan of Merger (the
"Merger Agreement"), dated as of June 19, 2000, by and among the Company, Parent
and Purchaser, pursuant to which, as soon as practicable after the completion of
the Offer and satisfaction or waiver of all conditions to the Merger (as defined
below), Purchaser will be merged with and into the Company and the separate
corporate existence of Purchaser will thereupon cease. The merger, as effected
pursuant to the immediately preceding sentence, is referred to herein as the
"Merger." At the effective time of the Merger (the "Effective Time"), each Share
then outstanding (other than Shares owned by Parent, Purchaser or any other
wholly-owned subsidiary of Parent, the Company or any of its subsidiaries and
other than Shares held by stockholders who did not vote in favor of the Merger
and who have properly exercised dissenters' rights in accordance with Texas law)
will be canceled and extinguished and converted into the right to receive the
Offer Price in cash, payable to the holder thereof, without interest.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT EACH
OF THE OFFER AND THE MERGER IS FAIR TO AND IN THE BEST INTERESTS OF THE COMPANY
AND ITS STOCKHOLDERS, HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, AND
UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR
SHARES PURSUANT THERETO.
Simultaneously with entering into the Merger Agreement, Parent and
Purchaser also entered into a Stockholders Agreement with John S. Justin, Jr.
and two trusts controlled by him, pursuant to which Mr. Justin and the trusts
(a) agreed to tender in the Offer all Shares owned by them (the "Justin and
Trust Shares," which equal approximately 20% of the outstanding Shares and
include shares of preferred stock to be converted into common stock pursuant to
the Stockholders Agreement), (b) granted Parent and Purchaser an option,
exercisable under certain circumstances, to purchase all Shares owned by it at
the price per share paid in the Offer, and (c) agreed to vote the Justin and
Trust Shares in favor of the Merger Agreement and the Merger and against any
Takeover Proposal (as defined in the Merger Agreement).
The Offer is conditioned upon, among other things, there being validly
tendered, and not withdrawn prior to the Expiration Date (as defined below),
that number of Shares which (together with any Shares owned by Parent, Purchaser
or their affiliates) constitutes sixty-seven percent of the Shares outstanding
on a fully diluted basis on the date Shares are accepted for payment. As used
herein "fully diluted basis" means the number of Shares outstanding, together
with the number of Shares which the Company may be required to issue pursuant to
outstanding stock options. As of June 19, 2000, there were 25,775,603 Shares
actually outstanding (i.e., excluding any Shares that may be issued pursuant to
outstanding stock options). Purchaser and Parent may waive this condition.
Purchaser will not be required to accept for payment or pay for any tendered
Shares until the expiration or termination of all applicable waiting periods
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The
Offer is also subject to other terms and conditions described in Section 14 of
the Offer to Purchase.
Donaldson, Lufkin & Jenrette, the Company's financial advisor ("DLJ"), has
delivered to the Company its written opinion, dated June 19, 2000, to the effect
that, as of such date, the
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consideration to be received by the Company's stockholders in the Offer and the
Merger is fair, from a financial point of view, to such stockholders. A copy of
the written opinion of DLJ is contained in the Company's
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission in connection with the Offer, a copy of which
is being furnished to the Company's stockholders concurrently with the Offer to
Purchase.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not withdrawn if, as
and when Purchaser gives oral or written notice to The Bank of New York (the
"Depositary") of Purchaser's acceptance for payment of such Shares pursuant to
the Offer. Payment for Shares accepted for payment pursuant to the Offer will
be made by deposit of the purchase price therefor with the Depositary, which
will act as agent for the tendering stockholders for the purposes of receiving
payments from Purchaser and transmitting such payments to the tendering
stockholders whose Shares have been accepted for payment. In all cases, payment
for Shares tendered and accepted for payment pursuant to the Offer will be made
only after timely receipt by the Depositary of (a) certificates for (or a timely
Book-Entry Confirmation (as defined in the Offer to Purchase), if available,
with respect to) such Shares, (b) a Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees (or, in the case of a book-entry transfer, an Agent's Message (as
defined in the Offer to Purchase)), and (c) any other documents required by the
Letter of Transmittal. Accordingly, tendering Stockholders may be paid at
different times depending upon when certificates for or Book-Entry Confirmations
with respect to the Shares are actually received by the Depositary. Under no
circumstances will interest be paid on the purchase price to be paid by
Purchaser for the tendered Shares, regardless of any extension of the Offer or
any delay in making such payment. Except as otherwise provided in the Offer to
Purchase, tenders of Shares are irrevocable. Shares tendered pursuant to the
Offer may be withdrawn pursuant to the procedures set forth below at any time
prior to the Expiration Date and, unless theretofore accepted for payment and
paid for by Purchaser pursuant to the Offer, may also be withdrawn at any time
after August 25, 2000, as described in Section 4 of the Offer to Purchase.
For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of the Offer to Purchase. Any
such notice of withdrawal must specify the name of the person who tendered the
Shares to be withdrawn, the number of Shares to be withdrawn and the name of the
registered holder of such Shares, if different from that of the person who
tendered such Shares. If Certificates evidencing Shares to be withdrawn have
been delivered or otherwise identified to the Depositary, then, prior to the
physical release of such Certificates, the serial numbers shown on the
particular Certificates to be withdrawn must be submitted to the Depositary, and
the signature(s) on the notice of withdrawal must be guaranteed by an Eligible
Institution (as defined in Section 3 of the Offer to Purchase), unless such
Shares have been tendered for the account of an Eligible Institution. If Shares
have been tendered pursuant to the procedures for book-entry tender as set forth
in Section 3 of the Offer to Purchase, any notice of withdrawal must also
specify the name and number of the account at the Book-Entry Transfer Facility
to be credited with the withdrawn Shares. Any Shares properly withdrawn will
thereafter be deemed not to have been validly tendered for purposes of the
Offer. However,
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withdrawn Shares may be re-tendered at any time prior to the Expiration Date by
following one of the procedures described in Section 3 of the Offer to Purchase.
The term "Expiration Date" means 12:00 Midnight, New York City time, on
July 25, 2000, unless and until Purchaser, in accordance with the terms of the
Merger Agreement, extends the period for which the Offer is open, in which event
the term "Expiration Date" will mean the latest time and date on which the
Offer, as so extended, expires.
All questions as to the form and validity (including, without limitation,
time of receipt) of notices of withdrawal will be determined by Purchaser, in
its sole discretion, whose determination shall be final and binding. None of
Parent, Purchaser, the Depositary, Georgeson Shareholder Communications Inc.
(the "Information Agent"), or any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give such notification.
Purchaser expressly reserves the right, in its sole discretion (but subject
to the terms and conditions of the Merger Agreement), at any time and from time
to time, to extend for any reason the period of time during which the Offer is
open and to delay acceptance for payment of, and payment for, any Shares,
including as a result of the occurrence of any of the events specified in
Section 14 of the Offer to Purchase, by giving oral or written notice of such
extension to the Depositary and by making a public announcement of such
extension by no later than 9:00 a.m., New York City time, on the next business
day after the previously scheduled expiration date]. During any such extension,
all Shares previously tendered and not withdrawn will remain subject to the
Offer, subject to the right of a tendering stockholder to withdraw such
stockholder's Shares. Purchaser does not intend to provide a subsequent
offering period pursuant to Rule 14d-11 under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
under the Exchange Act is contained in the Offer to Purchase and is incorporated
herein by reference.
The Company has provided Purchaser with the Company stockholder list and
security position listings for the purpose of disseminating the Offer to holders
of Shares. The Offer to Purchase, the related Letter of Transmittal and other
relevant documents will be mailed to record holders of Shares whose names appear
on the Company stockholder list and will be furnished for subsequent transmittal
to beneficial owners of Shares, to brokers, dealers, commercial banks, trust
companies and similar persons whose names, or the names of whose nominees,
appear on the stockholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing.
The Offer to Purchase and the related Letter of Transmittal contain
important information which should be read carefully before any decision is made
with respect to the Offer.
Questions and requests for assistance or additional copies of the Offer to
Purchase, Letter of Transmittal and any other tender offer documents may be
directed to the Information Agent at its telephone number and location listed
below, and copies will be furnished at Purchaser's
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expense. Purchaser will not pay fees to any broker or dealer or other person
(other than the Information Agent) for soliciting tenders of Shares pursuant to
the Offer.
The Information Agent for the Offer is:
Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
New York, New York 10004
Banks and Broker Call Collect: (212) 440-9800
All Others Call Toll-Free (800) 223-2064
June 27, 2000
