-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LUTAKxkDrvAY8V+U5BYt+/l2kcUxH7HBGTq5Cq2StKpjCWmXerm/9XTFGSxb7xOB qLsX2NWqKzMe37vxDMtgHw== 0000898430-01-000771.txt : 20010228 0000898430-01-000771.hdr.sgml : 20010228 ACCESSION NUMBER: 0000898430-01-000771 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010226 GROUP MEMBERS: BERKSHIRE HATHAWAY INC GROUP MEMBERS: J ACQUISITION CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JOHNS MANVILLE CORP /NEW/ CENTRAL INDEX KEY: 0000355473 STANDARD INDUSTRIAL CLASSIFICATION: ABRASIVE ASBESTOS & MISC NONMETALLIC MINERAL PRODUCTS [3290] IRS NUMBER: 840856796 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-33477 FILM NUMBER: 1554561 BUSINESS ADDRESS: STREET 1: 717 17TH ST CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3039782000 MAIL ADDRESS: STREET 1: PO BOX 5108 CITY: DENVER STATE: CO ZIP: 80217-5108 FORMER COMPANY: FORMER CONFORMED NAME: SCHULLER CORP DATE OF NAME CHANGE: 19960409 FORMER COMPANY: FORMER CONFORMED NAME: MANVILLE CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERKSHIRE HATHAWAY INC CENTRAL INDEX KEY: 0001067983 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 470813844 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1440 KIEWIT PLZ CITY: OMAHA STATE: NE ZIP: 68131 BUSINESS PHONE: 4023461400 MAIL ADDRESS: STREET 1: 1440 KIEWIT PLAZA CITY: OMAHA STATE: NE ZIP: 68131 FORMER COMPANY: FORMER CONFORMED NAME: NBH INC DATE OF NAME CHANGE: 19980810 SC TO-T/A 1 0001.txt FINAL AMENDMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 4 (FINAL AMENDMENT) TO SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- JOHNS MANVILLE CORPORATION (Name of Subject Company (Issuer)) J ACQUISITION CORPORATION (OFFEROR) BERKSHIRE HATHAWAY INC. (OFFEROR PARENT) (Names of Filing Persons (identifying status as offeror, issuer or other person)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 478129 10 9 (CUSIP Number of Class of Securities) --------------- 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) --------------- COPY TO: R. GREGORY MORGAN, ESQ. MUNGER, TOLLES & OLSON, LLP 355 SOUTH GRAND AVENUE LOS ANGELES, CA 90071 TELEPHONE: (213) 683-9100 --------------- CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE - -------------------------------------------------------------------------------- $1,724,196,708 $344,840 - -------------------------------------------------------------------------------- * Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of a total of 132,630,516 shares of outstanding common stock, par value $0.01 per share, of the Issuer ("Issuer Common Stock") at an offer price of $13.00 per share. The number of outstanding shares of Issuer Common Stock has been calculated by subtracting the 4,786,900 shares of Issuer Common Stock beneficially owned by Offer Parent from the 137,417,416 shares of Issuer Common Stock outstanding as of December 28, 2000. [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: $344,840 Form or Registration No.: Schedule TO Filing Party: Berkshire Hathaway Inc. and J Acquisition Corporation Date Filed: December 29, 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: [X] - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- This Amendment No. 4, filed on February 26, 2001, supplements and amends the Tender Offer Statement on Schedule TO filed on December 29, 2000 and amended by Amendment No. 1 filed on January 16, 2001, Amendment No. 2 filed on January 30, 2001 and Amendment No. 3 filed on February 15, 2001 (as amended, the "Statement"), relating to the offer by J Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Berkshire Hathaway Inc., a Delaware corporation ("Berkshire"), to purchase all of the outstanding Common Stock, par value $0.01 per share (the "Shares"), of Johns Manville Corporation, a Delaware corporation (the "Company"), as set forth in the Statement. Any capitalized term not defined herein has the meaning ascribed to such term in the Statement or in the Offer to Purchase referred to therein. ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY Item 8 is amended and supplemented by the addition of the following: The Offer expired at 11:59 p.m., New York City time, on Friday, February 23, 2001. Following the expiration of the Offer, Purchaser accepted for payment all Shares validly tendered pursuant to the Offer. Purchaser was informed by the Depositary that approximately 130,224,340 Shares were validly tendered and not withdrawn as of the termination of the Offer, including 524,861 Shares tendered by notice of guaranteed delivery. This represented approximately 94.7% of the issued and outstanding Shares of the Company. In addition, Berkshire already owned 4,788,900 Shares representing approximately 3.5% of the issued and outstanding Shares. Pursuant to the Agreement and Plan of Merger, dated December 19, 2000 among Purchaser, Berkshire and the Company, Purchaser intends to cause the Merger to become effective as soon as practicable. In connection with the Merger, each Share issued and outstanding immediately prior to the Effective Time held by stockholders (other than Parent or subsidiaries of Parent and dissenting stockholders who have properly exercised their appraisal rights in accordance with applicable Delaware law) will be canceled and converted automatically into the right to receive $13.00 in cash. ITEM 12. EXHIBITS Item 12 is amended to add the following exhibit: (a)(11) Text of press release issued by Berkshire on February 24, 2001. SIGNATURES 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 CORPORATION By /s/ Marc D. Hamburg ____________________________________ Name: Marc D. Hamburg Title: President, Secretary and Treasurer BERKSHIRE HATHAWAY INC. By /s/ Marc D. Hamburg ____________________________________ Name: Marc D. Hamburg Title: Vice President and Chief Financial Officer Dated: February 26, 2001 EXHIBIT INDEX * (a)(1) Offer to Purchase, dated December 29, 2000. * (a)(2) Form of Letter of Transmittal. * (a)(3) Form of Notice of Guaranteed Delivery. * (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * (a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * (a)(6) Text of joint press release issued by Berkshire and the Company dated December 20, 2000 (incorporated by reference from the Tender Offer Statement on Schedule TO filed by Berkshire with the Securities and Exchange Commission on December 20, 2000). * (a)(7) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. * (a)(8) Form of summary advertisement, dated December 29, 2000. * (a)(9) Text of press release issued by Berkshire and the Company, dated January 29, 2001. * (a)(10) Text of press release issued by Berkshire, dated February 14, 2001. (a)(11) Text of press release issued by Berkshire, dated February 24, 2001. * (d)(1) Agreement and Plan of Merger, dated as of December 19, 2000, among Berkshire, Purchaser and the Company (incorporated herein by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 22, 2000). * (d)(2) Stockholder Agreement, dated as of December 19, 2000, among Berkshire, Purchaser and the Manville Personal Injury Settlement Trust (incorporated herein by reference to Exhibit 2.3 of the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 22, 2000). * (d)(3) Amended and Restated Tax Matters and Amended Trust Relationship Agreement, dated as of December 19, 2000, by and between the Company and the Manville Personal Injury Settlement Trust (incorporated herein by reference to Exhibit 2.2 of the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 22, 2000). * (d)(4) Share Purchase Agreement, dated as of December 19, 2000, by and between the Company and the Manville Personal Injury Settlement Trust (incorporated herein by reference to Exhibit 2.4 of the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 22, 2000). * (d)(5) Letter Agreement, dated as of December 19, 2000, by and between the Company and the Manville Personal Injury Settlement Trust (incorporated herein by reference to Exhibit 4 to Amendment No. 18 to the Schedule 13D filed by the Manville Personal Injury Settlement Trust with the Securities and Exchange Commission on December 22, 2000). * Previously filed EX-99.(A)(11) 2 0002.txt TEXT OF PRESS RELEASE DATED FEBRUARY 24, 2001 Exhibit (a)(11) BERKSHIRE HATHAWAY INC. NEWS RELEASE FOR IMMEDIATE RELEASE February 24, 2001 BERKSHIRE HATHAWAY INC. SUBSIDIARY SUCCESSFULLY COMPLETES CASH TENDER OFFER FOR SHARES OF JOHNS MANVILLE CORPORATION Omaha, Nebraska, February 24, 2001 - Berkshire Hathaway Inc. (NYSE: BRK.A, BRK.B) announced today successful completion of the cash tender offer by a subsidiary of Berkshire Hathaway for all outstanding shares of common stock of Johns Manville Corporation (NYSE: JM). The tender offer expired at 11:59 p.m., New York City time, on Friday, February 23, 2001. Berkshire Hathaway, through its wholly owned subsidiary making the offer, will accept for purchase all shares validly tendered and not withdrawn prior to the expiration of the offer. Based on information provided by EquiServe Trust Company, N.A., as paying agent, approximately 130.2 million shares of Johns Manville will be acquired by Berkshire Hathaway's subsidiary out of the approximately 137.4 million shares currently outstanding, or approximately 94.7 % of all outstanding shares. In addition, Berkshire already owned 4,788,900 shares, or approximately 3.5% of the outstanding shares. Therefore, Berkshire and its wholly owned subsidiary together will own approximately 98.2 % of Johns Manville's outstanding shares. Payment for shares properly tendered and accepted will be made as promptly as practicable and, in the case of shares tendered by guaranteed delivery procedures, promptly after timely delivery of shares and required documentation. As previously announced, Berkshire Hathaway will acquire the remaining Johns Manville shares in a merger in which each share of Johns Manville common stock will be converted into the right to receive $13.00 in cash and following which Johns Manville will become a wholly owned subsidiary of Berkshire Hathaway. Berkshire Hathaway and Johns Manville expect to consummate the merger as soon as practicable. 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 release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations about future events and are subject to risks, uncertainties, and assumptions about the companies' businesses, economic and market factors, and the industries in which the companies do business, among other things. Actual results could differ materially from those forecast in the forward-looking statements as a result of, among other things, acquisitions, the development of new products and services, the effect of competitive products and services, and general economic conditions. FOR FURTHER INFORMATION CONTACT: Berkshire Hathaway Inc. Marc D. Hamburg -- (402) 346-1400 -----END PRIVACY-ENHANCED MESSAGE-----