-----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, FoTQ4yRYZ56SzUBdIOgv8ObD6sqgRV5XUJ7bpv7GjhjKI3nIsw70e6+0IwaT0bMw csYb85ZYlCPzuKbrM3GD+A== 0000898430-01-000676.txt : 20010223 0000898430-01-000676.hdr.sgml : 20010223 ACCESSION NUMBER: 0000898430-01-000676 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010215 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: 1546873 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 SCHEDULE TO-T/A AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- 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. 3) 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 the outstanding common stock, par value $0.01 per share, of the Subject Company ("Subject Company Common Stock") at an offer price of $13.00 per share. The number of outstanding shares of Subject Company Common Stock has been calculated by subtracting the 4,786,900 shares of Subject Company Common Stock beneficially owned by Offeror Parent from the 137,417,416 shares of Subject Company Common Stock outstanding as of December 28, 2000. [X] Check the 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: [_] Page 2 This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed by J Acquisition Corporation ("Purchaser"), a Delaware corporation, and Berkshire Hathaway Inc. ("Berkshire"), a Delaware corporation and Purchaser's parent corporation, on December 29, 2000, as amended and supplemented by Amendment No. 1 to Schedule TO, filed by Purchaser and Berkshire on January 16, 2001, and Amendment No. 2 to Schedule TO filed by Purchaser and Berkshire on January 29, 2001 (such Schedule TO, Amendment No. 1 and Amendment No. 2 to Schedule TO being collectively referred to herein as the "Schedule TO"). The Schedule TO relates to the offer by Purchaser to purchase any and all of the outstanding shares of common stock, par value $0.01 per share, of Johns Manville Corporation (the "Company"), a Delaware corporation, at a purchase price of $13.00 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, copies of which are attached to the Schedule TO as Exhibits (a)(1) and (a)(2). ITEM 4. TERMS OF THE TRANSACTION. Item 4 of the Schedule TO is hereby amended and supplemented by including the following information: Purchaser and Berkshire have extended the Expiration Date of the Offer until 11:59 p.m., New York City time, on February 23, 2001. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented by including the following: (a)(10) Text of press release issued by Berkshire, dated February 14, 2001. Page 3 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 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 14, 2001 Page 4 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. * (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 Page 5 EX-99.(A)(10) 2 0002.txt PRESS RELEASE DATED FEBRUARY 14, 2001 Exhibit 99(A)(10) BERKSHIRE HATHAWAY INC. NEWS RELEASE FOR IMMEDIATE RELEASE February 14, 2001 BERKSHIRE HATHAWAY EXTENDS TENDER OFFER FOR JOHNS MANVILLE Omaha, Nebraska, February 14, 2001. Berkshire Hathaway Inc. (NYSE: BRK.A, BRK.B) announced today that it has extended the expiration date of its tender offer for Johns Manville to 11:59 p.m., New York City time, on Friday, February 23, 2001. The Offer was previously scheduled to expire at 5:00 p.m., New York City time, on Wednesday, February 14, 2001. The tender offer was commenced on December 29, 2000, by J Acquisition Corporation, a wholly owned subsidiary of Berkshire Hathaway, for all of the outstanding shares of common stock of Johns Manville, at the cash price of $13.00 per share. As a consequence of the extension of the expiration date of the tender offer, holders of Johns Manville common stock may tender or withdraw shares until 11:59 p.m. on February 23, 2001, unless the offer is further extended. Berkshire Hathaway is extending the offer because not all necessary clearances have been obtained, or waiting periods expired, under applicable antitrust laws. The waiting periods under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the Canadian Competition Act applicable to the tender offer have expired. However, the waiting period with respect to applicable antitrust laws in the European Union is not presently scheduled to expire until February 23, 2001, although it may be terminated earlier or extended at the election of the appropriate authorities. Pursuant to the terms of the Agreement and Plan of Merger among Johns Manville, J Acquisition Corporation, and Berkshire Hathaway, upon successful completion of the tender offer, J Acquisition Corporation will merge with and into Johns Manville. As a result of this merger, any stockholders of Johns Manville who did not tender their shares in the tender offer will receive the same amount per share as paid in the tender offer, and Johns Manville will become a wholly owned subsidiary of Berkshire Hathaway. EquiServe Trust Company, N.A., the depositary for the tender offer, has advised Berkshire Hathaway that, based on the latest count of tendered shares, approximately 129,220,504 shares of Johns Manville common stock (not including guaranteed deliveries), representing approximately 94.0% of the shares currently outstanding, were validly tendered and not withdrawn pursuant to the tender offer. The Manville Personal Injury Settlement Trust, owner of approximately 74.4% of the outstanding Johns Manville shares, tendered all its shares of Johns Manville following its receipt, on January 23, 2001, of an order of the Federal Bankruptcy Court for the Southern District of New York approving the tender of the Trust's shares. In addition, Berkshire owns 4,788,900 shares of Johns Manville common stock representing approximately 3.5% of the outstanding shares. This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities of Johns Manville. The tender offer has been made pursuant to a tender offer statement and related materials (including an offer to purchase, letter of transmittal, and related tender offer documents) regarding the acquisition of Johns Manville, which has been filed by Berkshire Hathaway and J Acquisition Corporation with the Securities and Exchange Commission (SEC). Investors and security holders are strongly advised to read both the tender offer statement and the related solicitation/recommendation statement regarding the tender offer filed by Johns Manville with the SEC before any decision is made with respect to the tender offer. These documents are available to all stockholders of Johns Manville at no expense to them. These documents also are available at no charge at the SEC's web site, www.sec.gov. FOR FURTHER INFORMATION, PLEASE CONTACT: Berkshire Hathaway: Marc Hamburg (402) 346-1400 -----END PRIVACY-ENHANCED MESSAGE-----