Manville Corporation Form S-14 and John A. McKinney's Letter to Stockholders on the Reorganization (1981)

The cover page of Manville Corporation's Form S-14 registration statement, filed with the Securities and Exchange Commission on September 9, 1981, and the two-page letter of September 11, 1981, from John A. McKinney, J-M's chairman and chief executive officer, inviting stockholders to a special meeting in Wilmington, Delaware, on October 29, 1981. Stockholders were asked to approve a merger creating a new parent company, Manville Corporation, with five subsidiaries running J-M's businesses. McKinney wrote that the public's understanding of J-M had "become distorted, to the detriment of JM's stockholders, as a consequence of unfavorable publicity and litigation involving the asbestos-related aspects of JM's businesses."

What it shows

The S-14 registered 25,222,274 shares of common stock and 4,635,489 shares of $5.40 preferred stock of the new company, to be exchanged one for one for J-M's shares. McKinney's letter explains that separate subsidiaries would conduct the foreign business, the paper and forest products business, building materials including fiber glass insulation, "the roofing, pipe, asbestos fiber and asbestos products operations," and the mineral and industrial specialties business. The intent, he writes, was to have "each principal segment function, and be perceived, as distinct from the other segments as to its business, assets and liabilities," and to win recognition for the other businesses, which accounted "for well in excess of a majority of JM's sales and earnings." The board unanimously recommended a vote in favor, and the merger was expected to take effect on October 30, 1981.

The letter speaks of publicity and public perception. Six weeks earlier, at the board meeting of July 31, 1981, the company's lawyers had projected 32,500 asbestos plaintiffs and had put to the board the question of whether product liability claims "will follow assets transferred out to other subsidiaries" (their presentation comes just before this filing in the binder). The binder's chronology records that stockholders approved the reorganization on October 29, 1981. Manville Corporation filed for Chapter 11 in August 1982.

About this copy

The binder holds only the first page of the registration statement and McKinney's letter, not the proxy statement that came with it.