UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
CTB International Corp.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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The following press release was issued by CTB International Corp. on
September 6, 2002.
CTB
INTERNATIONAL CORP.
P.O. BOX 2000 o MILFORD, INDIANA 46542-2000 U.S.A.
PHONE 574 658 4191 o FAX 574 658 3472
E-MAIL: ctbc@ctbinc.com o INTERNET: www.ctbinc.com
NASDAQ: CTBC
FOR IMMEDIATE RELEASE RELEASE #020906 HSR
Contact: Don Steinhilber, Vice President and Chief Financial Officer,
(574) 658-4191
BERKSHIRE HATHAWAY AND CTB INTERNATIONAL CLEAR
HART-SCOTT-RODINO WAITING PERIOD
MILFORD, Ind., September 6, 2002 - CTB International Corp. (NASDAQ: CTBC)
announced today that early termination of the waiting period under the
Hart-Scott-Rodino Act of 1976 for Berkshire Hathaway Inc.'s (NYSE: BRK.A,
BRK.B) acquisition of CTB was granted on September 3, 2002. The result of this
early termination is that a condition required to complete the merger
contemplated by the Agreement and Plan of Merger executed by Berkshire,
C Acquisition Corp., a wholly owned subsidiary of Berkshire, and CTB on
August 16, 2002 has been satisfied.
Completion of the merger still remains subject to certain other conditions,
including, among others, clearance from the German Federal Cartel Office on
the antitrust filing regarding the merger and approval of the merger by the
shareholders of CTB. American Securities Capital Partners (ASCP), the Chocola
family, who are descendents of CTB's founder Howard Brembeck, and certain
members of management have entered into a shareholders agreement with
Berkshire pursuant to which they have agreed to vote the shares under their
control representing more than 55 percent of outstanding shares in favor of
the transaction.
CTB International Corp. is a leading designer, manufacturer and marketer of
equipment and systems for the poultry, hog, egg production and grain
industries. It has more than 1,300 employees and has facilities throughout the
United States, Europe and Latin America and a worldwide distribution network.
(For more information, see www.ctbinc.com.)
Berkshire Hathaway Inc. is a holding company owning subsidiaries engaged in a
number of diverse business activities. The most important of these is these is
property and casualty insurance
business conducted on both a direct and reinsurance basis through a number of
subsidiaries. (See www.berkshirehathaway.com.)
American Securities Capital Partners is the private-equity investment arm of
American Securities, a family office founded in 1947 by the late William
Rosenwald, to manage his share of his family's Sears Roebuck fortune. ASCP is
currently investing its third private-equity investment fund with outside
investors, a fund with commitments of $650 million that was raised in 2001.
(See www.american-securities.com.)
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
In addition to historical information, this document contains certain
statements representing CTB International Corp.'s expectations or beliefs
concerning future events. These statements are forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934,
which provides a safe harbor for such statements. The use of words such as
"anticipates," "believes," "estimates," "expects," "intends," "plans,"
"projects," "could," "may," "will" or similar expressions are intended to
identify these statements. CTB's actual results could differ materially from
those expressed or implied by such forward-looking statements. CTB cautions
that these statements are further qualified by other important factors,
including, but not limited to those set forth in CTB's Form 10-K filing and
its other filings with the Securities and Exchange Commission. CTB undertakes
no obligation to release publicly any revisions to forward-looking statements
in this document to reflect new circumstances or unanticipated events as they
occur.
CTB International Corp. will file a proxy statement and other documents
regarding the proposed merger described in this press release with the U.S.
Securities and Exchange Commission (SEC). Investors and security holders are
urged to read the proxy statement when it becomes available, because it will
contain important information about CTB, the proposed transaction and related
matters. A definitive proxy statement will be sent to security holders of CTB
seeking their approval of the transaction. Investors and security holders may
obtain a free copy of the definitive proxy statement (when available) and
other documents filed by CTB with the SEC at the SEC's web site at
www.sec.gov.
CTB and its directors, executive officers and certain other members of
management and other employees may be deemed to be participants in the
solicitation of proxies of CTB shareholders to approve the proposed merger.
Such persons may have interests in the merger, including as a result of
holding options or shares of CTB stock. Berkshire may also be deemed a
participant in such solicitation by virtue of its execution of the definitive
merger agreement and shareholders agreement. A detailed list of the names,
affiliations and interests of the participants in the solicitation will be
contained in the proxy statement that will be filed by CTB with the SEC.
The definitive proxy statement (when available) and other related SEC
documents may also be obtained free of cost by directing a request to the
following investor relations contact:
Susan Hight
Manager of Corporate Communications
CTB International Corp.
(574) 658-4191
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