SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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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)
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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:
R. GREGORY MORGAN, 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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$1,724,196,708 $344,840
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* 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]
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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