SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 1)
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 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: [_]
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed by J Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Berkshire Hathaway Inc., a Delaware
corporation and by Berkshire Hathaway Inc., a Delaware corporation. 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, 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.
The first paragraph of Section 2 "Acceptance for Payment and Payment for
Shares" of the Offer to Purchase, which appears on page 13 of the Offer to
Purchase, is hereby amended to delete such paragraph and replace it with the
following:
2. Acceptance for Payment and Payment for Shares. Upon the terms
and subject to the conditions to the Offer (including, if the Offer is
extended or amended, the terms and conditions of any such extension or
amendment), Purchaser will accept for payment as soon as permitted under
applicable law, and will promptly pay for, all Shares validly tendered
prior to the Expiration Date and not properly withdrawn. Subject to
applicable rules of the SEC, Purchaser expressly reserves the right to
delay acceptance for payment of, or payment for, Shares until any required
government consents or approvals are received or obtained (and any such
delay shall be effected in compliance with Rule 14e-1(c) under the Exchange
Act, which requires Purchaser to promptly pay the consideration offered).
If the Offer is terminated or withdrawn pursuant to the terms of the Merger
Agreement without acceptance for payment of the Shares validly tendered and
not withdrawn, Purchaser shall return Shares deposited by or on behalf of
stockholders promptly after the termination or withdrawal of the Offer.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The first paragraph of Section 10 "Source and Amount of Funds" of the Offer
to Purchase, which appears on page 21 of the Offer to Purchase, is hereby
amended to delete such paragraph and replace it with the following:
10. Source and Amount of Funds. The Offer is not conditioned upon
any financing arrangements. Purchaser estimates that the total amount of
funds required to purchase all of the outstanding Shares pursuant to the
Offer and the Merger and to pay related fees and expenses will be
approximately $1.8 billion. Purchaser will obtain these funds directly from
Parent in the form of capital contributions from Parent. Parent will obtain
all required funds through dividends from its wholly-owned subsidiaries.
Parent and Purchaser do not have any alternative financing arrangements.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented by including
the following:
U.S. Antitrust Compliance: The waiting period applicable to the Offer
under the Hart-Scott-Rodino Antitrust Improvement Acts of 1976, as amended,
was terminated on January 11, 2001, pursuant to Berkshire's request of
early termination.
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: January 16, 2001