<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
JUSTIN INDUSTRIES, INC.
(Name of Subject Company (Issuer))
J ACQUISITION CORP. (OFFEROR)
BERKSHIRE HATHAWAY INC. (OFFEROR PARENT)
(Names of Filing Persons (identifying status as offeror, issuer or other
person))
COMMON STOCK, PAR VALUE $2.50 PER SHARE
(Title of Class of Securities)
482171105
(CUSIP Number of Class of Securities)
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MARC D. HAMBURG
VICE PRESIDENT
BERKSHIRE HATHAWAY INC.
1440 KIEWIT PLAZA
OMAHA, NE 68131
TELEPHONE: (402) 346-1400
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
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COPY TO:
ROBERT E. DENHAM, ESQ.
MUNGER, TOLLES & OLSON, LLP
355 SOUTH GRAND AVENUE
LOS ANGELES, CA 90071
TELEPHONE: (213) 683-9100
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$ 583,075,462 $ 116,616
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* Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of a total of (i) 25,775,603 million shares of the
outstanding Common Stock, par value $2.50 per share, of the Subject Company
("Subject Company Common Stock"), (ii) 2,826 shares of Subject Company Common
Stock issuable upon the conversion of the 100 outstanding shares of Series Two
Convertible Voting Preferred Stock, par value $2.50 per share, of the Subject
Company (according to the Subject Company's most recent proxy statement), and
(iii) 1,705,885 shares of Subject Company Common Stock issuable upon exercise of
options on Subject Company Common Stock outstanding as of June 19, 2000 and
exercisable at an average exercise price of $12.65 (according to the Subject
Company).
[X]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: $116,616
Form or Registration No.: Schedule TO
Filing Party: Berkshire Hathaway Inc. and J Acquisition Corp.
Date Filed: June 27, 2000
[_]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: [_]
Page 1 of 3 Pages
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This Amendment No. 1, filed on July 14, 2000, to the Tender Offer Statement on
Schedule TO ("Schedule TO") filed by J Acquisition Corp., a Texas corporation
("Purchaser"), a wholly-owned subsidiary of Berskshire Hathaway Inc., a Delaware
corporation ("Berkshire"), relates to the offer by Purchaser to purchase all of
the outstanding 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"), at a purchase
price of $22 per Share, net to the seller in cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase (the "Offer to Purchase") and
in the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer").
ITEM 2. SUBJECT COMPANY INFORMATION.
The seventh paragraph of "Section 8--Certain Information Concerning the
Company" of the Offer to Purchase, which appears on page 19 of the Offer to
Purchase, is hereby amended by deleting the second-to-the-last sentence of such
paragraph and replacing it with the following:
Parent takes no responsibility for the validity, reasonableness,
accuracy or completeness of these forecasts.
ITEM 4. TERMS OF THE TRANSACTION.
The third paragraph of "Section 1--Terms of the Offer" of the Offer to
Purchase, which appears on page 11 of the Offer to Purchase, is hereby amended
to:
(a) delete ", in its sole discretion" from the first sentence of such
paragraph; and
(b) add the following two sentences at the end of such paragraph:
All conditions to the Offer other than the regulatory approvals
specified in "Section 15--Certain Legal Matters and Regulatory
Approvals" will be satisfied or waived prior to the expiration of the
Offer. Purchaser's exercise of its judgment as to the waiver of any
material condition is subject to the rules and regulations of the SEC,
which may require that the Offer remain open for five business days if
Purchaser exercises its judgment so as to waive a material condition
of the Offer.
<PAGE>
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended to add the following information:
On July 11, 2000, the waiting period applicable to the Offer under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 was terminated by
the Federal Trade Commission.
SIGNATURE
After due 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.
J ACQUISITION CORP.
By /s/ Marc D. Hamburg
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Name: Marc D. Hamburg
Title: Vice President
BERKSHIRE HATHAWAY INC.
By /s/ Marc D. Hamburg
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Name: Marc D. Hamburg
Title: Vice President and
Chief Financial Officer
Dated: July 14, 2000
