SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) DECEMBER 19, 2000
BERKSHIRE HATHAWAY INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-04905 47-0813844
(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1440 Kiewit Plaza
Omaha, Nebraska 68131
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (402) 346-1400
ITEM 5. OTHER EVENTS
On December 19, 2000, Berkshire Hathaway Inc., a Delaware corporation
("Berkshire"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), by and among Berkshire, J Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of Berkshire ("Purchaser"), and Johns
Manville Corporation, a Delaware corporation ("Johns Manville").
Under the terms of the Merger Agreement, among other things, Purchaser will
commence a tender offer within 10 business days after execution of the Merger
Agreement to purchase all of the outstanding shares of Johns Manville common
stock for $13.00 per share. The tender offer, when commenced, will be subject to
conditions including receipt of governmental approvals, receipt of an order of
the U.S. Bankruptcy Court of the Southern District of New York approving the
Manville Personal Injury Settlement Trust's (the "Trust") tender and other
matters, and other customary conditions.
The Trust has entered into a Stockholder Agreement with Berkshire and
Purchaser, dated as of December 19, 2000, requiring it to tender the shares of
Johns Manville common stock it holds in the tender offer and to sell to
Purchaser all of its shares of Johns Manville common stock immediately following
the expiration of the tender offer if the Trust fails to tender and not withdraw
its shares in the tender offer. The Trust's obligation to tender or sell its
shares of Johns Manville common stock is subject to receipt of the Bankruptcy
Court order referred to above.
In connection with the tender offer, Johns Manville has also entered into
agreements with the Trust. Johns Manville has entered into an Amended and
Restated Tax Matters and Amended Trust Relationship Agreement, dated as of
December 19, 2000 (the "Tax Matters Agreement"), between Johns Manville and the
Trust, pursuant to which, among other things, Johns Manville has agreed to pay
the Trust $90 million in settlement of Johns Manville's obligation for future
income taxes of the Trust. Johns Manville has also entered into a Share Purchase
Agreement, dated as of December 19, 2000, between Johns Manville and the Trust
(the "Share Purchase Agreement"), pursuant to which Johns Manville will purchase
10,500,000 shares of Johns Manville common stock from the Trust for an aggregate
price of $136,500,000 ($13.00 per share). Neither Berkshire nor Purchaser are
parties to these agreements.
A copy of each of the Merger Agreement, the Stockholder Agreement, the Tax
Matters Agreement and the Share Purchase Agreement were filed with the
Securities and Exchange Commission as exhibits to the Current Report on Form 8-K
filed by Johns Manville Corporation on December 22, 2000, and are incorporated
herein by reference. The foregoing descriptions of the Merger Agreement, the
Stockholder Agreement, the Tax Matters Agreement and the Share Purchase
Agreement are qualified in their entirety by reference to the agreements
themselves. In addition, a copy of the press release announcing the transaction
was filed by Berkshire and Purchaser with the Securities and Exchange Commission
under cover of a Tender Offer Statement on Schedule TO on December 20, 2000, and
is incorporated herein by reference.
ITEM 7. EXHIBITS
10.1 Agreement and Plan of Merger, dated as of December 19, 2000, by and among
Berkshire Hathaway Inc., J Acquisition Corporation, and Johns Manville
Corporation (incorporated herein by reference to the Current Report on
Form 8-K filed by Johns Manville Corporation on December 22, 2000).
10.2 Stockholder Agreement, dated as of December 19, 2000, by and among
Berkshire Hathaway Inc., J Acquisition Corporation and the Manville
Personal Injury Settlement Trust (incorporated herein by reference to the
Current Report on Form 8-K filed by Johns Manville Corporation on December
22, 2000).
10.3 Amended and Restated Tax Matters and Amended Trust Relationship Agreement,
dated as of December 19, 2000, by and between Johns Manville Corporation
and the Manville Personal Injury Settlement Trust (incorporated herein by
reference to the Current Report on Form 8-K filed by Johns Manville
Corporation on December 22, 2000).
10.4 Share Purchase Agreement, dated as of December 19, 2000, by and between
Johns Manville Corporation and the Manville Personal Injury Settlement
Trust (incorporated herein by reference to the Current Report on Form 8-K
filed by Johns Manville Corporation on December 22, 2000).
99.1 Press Release issued by Berkshire Hathaway Inc. and Johns Manville
Corporation on December 20, 2000 (incorporated herein by reference to the
Tender Offer Statement on Schedule TO filed by Berkshire Hathaway Inc. on
December 20, 2000).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BERKSHIRE HATHAWAY INC.
/s/ Marc D. Hamburg
--------------------------------
Date: December 22, 2000 By: Marc D. Hamburg
Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
10.1 Agreement and Plan of Merger, dated as of December 19, 2000, by and among
Berkshire Hathaway Inc., J Acquisition Corporation, and Johns Manville
Corporation (incorporated herein by reference to the Current Report on
Form 8-K filed by Johns Manville Corporation on December 22, 2000).
10.2 Stockholder Agreement, dated as of December 19, 2000, by and among
Berkshire Hathaway Inc., J Acquisition Corporation and the Manville
Personal Injury Settlement Trust (incorporated herein by reference to the
Current Report on Form 8-K filed by Johns Manville Corporation on December
22, 2000).
10.3 Amended and Restated Tax Matters and Amended Trust Relationship Agreement,
dated as of December 19, 2000, between Johns Manville Corporation and the
Manville Personal Injury Settlement Trust (incorporated herein by
reference to the Current Report on Form 8-K filed by Johns Manville
Corporation on December 22, 2000).
10.4 Share Purchase Agreement, dated as of December 19, 2000, between Johns
Manville Corporation and the Manville Personal Injury Settlement Trust
(incorporated herein by reference to the Current Report on Form 8-K filed
by Johns Manville Corporation on December 22, 2000).
99.1 Press Release issued by Berkshire Hathaway Inc. and Johns Manville
Corporation on December 20, 2000 (incorporated herein by reference to the
Tender Offer Statement on Schedule TO filed by Berkshire Hathaway Inc. on
December 20, 2000).