Exhibit 8
[LOGO OF XXXXX XXXXXXXX APPEARS HERE]
December 29, 2000
Dear Stockholder:
I am pleased to inform you that on December 19, 2000, Xxxxx Xxxxxxxx
Corporation (the "Company") entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Berkshire Hathaway Inc. ("Parent") and J Acquisition
Corporation, a wholly owned subsidiary of Parent (the "Purchaser"). Pursuant
to the Merger Agreement, the Purchaser today commenced a tender offer (the
"Offer") to purchase any and all outstanding shares of the Company's common
stock for $13.00 per share in cash, on the terms and subject to the conditions
in the Offer to Purchase and the related Letter of Transmittal that are
included in the Purchaser's offering materials (the "Offer to Purchase"). The
Offer is not conditioned upon any minimum number of shares of the Company's
common stock being validly tendered. The Offer is, however, subject to the
conditions set forth in the Offer to Purchase, including receipt of the order
of the United States Bankruptcy Court for the Southern District of New York
approving, among other things, the tender by the Manville Personal Injury
Settlement Trust (the "Trust") of all shares of the Company's common stock
held by it and the requirement that the Amended and Restated Tax Matters and
Amended Trust Relationship Agreement, dated December 19, 2000, between the
Company and the Trust be in full force and effect and that all conditions to
the consummation of the transactions described in the Offer to Purchase, other
than consummation of the Offer, be satisfied or waived. The Offer is not
subject to any financing condition.
The Merger Agreement provides that as soon as practicable following the
consummation of the Offer, Purchaser will be merged with and into the Company,
with the Company continuing as the surviving corporation (the "Merger") and
all shares not purchased in the Offer (other than shares held by Parent, the
Purchaser or any of their subsidiaries and other than shares as to which
dissenters' rights of appraisal have been exercised) will be converted into
the right to receive $13.00 per share in cash in the Merger.
The Board of Directors of the Company (1) has determined that the Merger
Agreement and the transactions contemplated thereby, including the Offer and
the Merger, are advisable and are in the best interests of stockholders of the
Company, (2) has approved the Merger Agreement and the transactions
contemplated thereby, and (3) has recommended that stockholders of the Company
tender their shares of Company common stock pursuant to the Offer.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors, including, among other things, the
opinion of X.X. Xxxxxx Securities Inc., the Company's financial advisor, that,
as of December 19, 2000, the consideration to be paid to the stockholders of
the Company (other than the Trust) in the Offer and the Merger is fair, from a
financial point of view, to such stockholders.
Attached is a copy of the Schedule 14D-9 filed by the Company with the
Securities and Exchange Commission. The Schedule 14D-9 describes the reasons
for your Board of Directors' recommendation, includes as an annex the full
text of the December 19, 2000 opinion of X.X. Xxxxxx Securities Inc. and
contains other important information relating to the Offer. Also enclosed is
the Offer to Purchase, dated December 29, 2000, of the Purchaser, together
with related materials, including a Letter of Transmittal to be used for
tendering your shares of Company common stock. These documents set forth the
terms and conditions of the Offer and the Merger and provide instructions on
how to tender your shares. I urge you to read the Schedule 14D-9 and the
enclosed materials carefully.
Very truly yours,
/s/ Xxxxxxx X. Xxxxx
Chairman, President and
Chief Executive Officer
