Johns Manville Corporation

views updated

Johns Manville Corporation

717 17th Street
Denver, Colorado 80202
U.S.A.
Telephone: (303) 978-2000
Toll Free: (800) 654-3103
Fax: (303) 978-2318
Web site: http://www.jm.com

Wholly Owned Subsidiary of Berkshire Hathaway Inc.
Incorporated: 1901 as H.W. Johns-Manville Corporation
Employees: 10,400
Sales: $2 billion (2003)
NAIC: 324122 Asphalt Shingle and Coating Materials Manufacturing; 339991 Gasket, Packing, and Sealing Device Manufacturing

Johns Manville Corporation (JM) operates as a leading manufacturer and marketer of insulation products for buildings and equipment, roofing systems, and various engineered products, including fibers, fabric and nonwoven mats, and filtration media. The company has 55 manufacturing facilities in North America, Europe, and China. Until the mid-1980s, JM mined and sold asbestos for use in insulation, building, aerospace, automotive, and other industries. The company divested itself of its interests in all asbestos-related businesses but remained involved in substantial litigation brought by asbestos workers with claims based on the effects of working with the material. As such, JM underwent significant restructuring in the 1990s and was acquired by Berkshire Hathaway Inc. in 2001.

Origins

In 1858, at the age of 21, Henry Ward Johns founded the H.W. Johns Manufacturing Company in New York City. The company specialized in the manufacture of asbestos textiles, roofing, and insulation materials. Over the next 40 years, until his death in 1898 of dust phthisis pneumonitis, believed to be asbestosis, Johns discovered a number of the applications of asbestos, which became known as the mineral of a thousand uses. In 1886, Charles B. Manville founded the Manville Covering Company in Milwaukee, Wisconsin, and managed the company until 1900. In 1901, H.W. Johns and Manville merged to create H.W. Johns-Manville (JM), a corporation engaged primarily in the mining, manufacturing, and supply of asbestos fibers and products to industry and the government.

The management of JM was relatively stable over the years. The Manville family remained active in the management of the company through most of the twentieth century. From 1921 to 1923, Thomas F. Manville headed the company as president, treasurer, and a member of the board. In 1924, he became chairman; H.E. Manville was elected president and T.F. Manville, Jr. joined the board of directors. By 1928, H.E. Manville and Thomas Manville, Jr. sat on the board, while T.F. Merseles served as the company's president. In 1930, H.E. Manville was named chairman of the executive committee and L.H. Brown became president. This hierarchy continued until 1939.

In 1927, JM became a publicly held corporation. During the 1920s and 1930s, JM acquired several mining and manufacturing operations in the United States and Canada. Purchases included the Celite Company of California, miners and processors of diatomaceous earth—diatomite is a filtering agent—in 1928 and, in 1930, the Stevens Sound Proofing Company of Chicago, owners of patents for sound insulation.

Asbestos Problems Begin in the Late 1920s

As early as 1929, JM was defending itself against lawsuits for asbestos-related deaths. Asbestosis is a nonmalignant scarring of the lungs caused solely by exposure to asbestos. The incidence of the disease seems to be related to the duration and intensity of exposure. It may take decades for evidence of the disease to appear. Mesothelioma is a form of cancer associated with asbestos that affects the linings of the chest or abdominal cavities and that usually kills its victims within a year of its appearance. The legal issues in asbestos cases centered on the following two questions. When did the health hazards of working with asbestos become foreseeable? When warnings were issued, did they adequately communicate the danger?

From the beginning, JM claimed that employees were contributorily negligent because they knew or should have known the dangers associated with asbestos and taken precautions. Manville used this defense, often successfully, in cases filed during the next four decades. In addition, Manville continued to argue into the 1980s that until 1964 there was no known reason to warn insulation workers of the dangers of working with asbestos. Plaintiffs countered that warning labels should have been in use as early as the 1950s.

In 1930, Dr. A.J. Lanza of the Metropolitan Life Insurance Company began a four-year study, Effects of Inhalation of Asbestos Dust upon the Lungs of Asbestos Workers. Based on his findings, in late 1933 Lanza recommended that JM perform dust counts at its plants. Vandiver Brown, who served as Manville's vice-president, corporate secretary, and chief attorney, wrote Lanza to request changes in his report. Specifically, Brown requested that he downplay the negative implications of asbestos exposure. In his book, Outrageous Misconduct: The Asbestos Industry on Trial, Paul Brodeur described a memo Brown wrote in 1935 to company colleagues in which he noted a speaker who said, "The strongest bulwark against future disaster for the industry is the enactment of properly drawn occupational-disease legislation, which would eliminate the jury as well as eliminate the shyster lawyer and the quack doctor since fees would be strictly limited by the law." Later that year, Brown wrote that the company's best interests would be served by having asbestosis receive minimal publicity. Brown's correspondence would be entered as evidence in trials almost a half century later by plaintiffs who, in efforts to win punitive as well as compensatory damages against the company, contended that JM deliberately downplayed the effects of exposure.

British studies concurrent with Lanza's encouraged Parliament to pass legislation to protect asbestos workers in 1931. In the United States, three years passed before asbestosis was considered for classification as a disease under workmen's compensation laws.

Beginning in 1936, JM and nine other asbestos companies funded a study of the effects of asbestos on animals. Dr. LeRoy U. Gardner reported significant changes in the lungs of guinea pigs within a year after exposure to asbestos dust. Gardner died in 1946 before formally reporting his findings.

In 1939, L.H. Brown became president of JM, a position he held until 1948, and H.E. Manville stepped down as chairman. The year 1940 was significant as the first year in which the name Manville did not appear in the list of company officers. In 1941, H.E. Manville, Jr. joined the board of directors, a post he held into the 1960s.

Growth Continues in the Prewar and Postwar Eras

At the start of World War II, JM was among the world's leading suppliers of asbestos, and 1939 through 1945 were strong years for JM financially. During those years, tens of thousands of workers in U.S. government shipyards and other installations used thousands of tons of asbestos in building ships and airplanes. In 1943, the Navy Department and the U.S. Maritime Commission published a study that outlined the risks to insulation workers of high asbestos dust levels. Minimum Requirements for Safety and Industrial Health in Contract Shipyards reported that asbestosis could arise from breathing asbestos in any job that created dust. Many of the workers and seaman exposed to asbestos during this period would bring suit against JM years later.

In 1947, JM signed the first in a series of policies with the Travelers Insurance Company, the company's insurers for the next 30 years. The extent of the insurers' liability in the asbestos suits would be debated and litigated well into the 1990s.

In 1948, L.H. Brown became chairman of the board, while R.W. Lea was named president. Three years later, L.M. Cassidy, formerly vice-president of sales, assumed the position of chairman; a second vice-president, A.R. Fisher, became president and a third, C.F. Rassweiler, was named vice-chairman. These men controlled the company until 1957.

From 1950 through 1970, JM's sales grew at an average annual rate of 4 percent. While sales of asbestos and other raw materials represented only 13 percent of JM's volume, they contributed between 30 percent and 40 percent of earnings.

In 1951, John A. McKinney joined the company as a patent lawyer; he was to become president 25 years later. By 1952, the staff included Fred L. Pundsack, Chester E. Shepperly, Monroe Harris, and Chester J. Sulewski, all of whom, along with McKinney, figured prominently in the bankruptcy court protection program some 30 years later. In 1958, JM acquired L-O-F Glass Fibers Company, which then became known as the Manville Sales Corporation. Francis H. May, Jr. of Libbey-Owens-Ford Glass Company joined Manville and became Executive Vice-president for Finance and Administration. Fisher was named chairman as well as president.

During the 1950s, JM workers who came into contact with insulation on job sites began filing workmen's compensation claims against the company. The company's first-hand knowledge of the dangers of asbestos would become a factor in future suits in which it would be a defendant.

In 1960, Clinton Brown Burnett became president of JM, a post he held for a decade. Burnett headed the company during a period of rising production costs and price declines. In response, he trimmed operations by closing plants and assembly lines. He led the company through cautious diversification into fiberglass, carpeting, and gypsum, opened a building materials research and development center in New Jersey, and expanded vigorously overseas.

Company Perspectives:

John Manville has four core values that are central to the company and that underlie everything we do. The corporate commitments by which we live are people, safety, ethics, and environmental leadership.

Addressing Challenges in the 1960s

During the 1960s, asbestos received increasing attention from the medical community. In 1963, Dr. I.J. Selikoff of Mount Sinai Medical Center in New York reported to the American Medical Association the findings of his study of the effects of asbestos on workers. Selikoff estimated that 100,000 U.S. workers and their family members would die of diseases associated with asbestos in the twentieth century. That study, coupled with the news coverage that followed, brought the problem to the public's attention. In 1964, for the first time, JM agreed to place warning labels on its products. The labels read, "Inhalation of asbestos in excessive quantities over long periods of time may be harmful."

By 1969, Burnett, now 62, and the board of directors were looking for solutions to two problems: JM's slow growth over the preceding ten years and the lack of an heir apparent to succeed the president when he retired. William C. Stolk, a director since 1951, recommended W. Richard Goodwin, a 45-year-old management consultant with a doctorate in experimental psychology, for help in solving the first problem and, potentially, the second. Goodwin began counseling JM in June 1968. He joined the company as Vice-president for Corporate Planning in April 1969 and was named president in December 1970. Burnett became chairman of the board, only to retire about a month later. He left Goodwin with a solid company, having $145 million in working capital, no long-term debt, and a leading position in environmental control, building materials, and asbestos.

Goodwin immediately implemented the changes he had recommended during his consultancy. He formed a three-man management team, composed of himself and JM veterans Francis May and John B. Jobe, Executive Vice-president for Operations. May and Jobe ran the company while Goodwin concentrated on growth. He led the company into real estate development, recreation, irrigation systems, and construction. Sales rose 91 percent from 1970 to 1975; profits rose 115 percent between 1970 and 1974, and earnings in 1976 set a company record. In 1974, JM's international division, with 22 plants and four mines in 12 countries and sales offices worldwide, generated 32 percent of corporate net profit on 14 percent of gross sales.

In 1973, Manville and its co-defendants lost their final appeal in Clarence Borel v. Fibreboard Paper Products Company, et al. The case would be a turning point in asbestos litigation, for the jury found the defendants guilty of contributory negligence. It also awarded the plaintiff damages based on the contention that the companies knew of the dangers inherent in working with the product. In upholding the verdict, the U.S. Appeals Court wrote what was described in Strategic Management as a scorching indictment of the defendants.

One of Goodwin's major contributions to JM was his decision to move the company from Madison Avenue in New York. Goodwin selected the Ken-Caryl cattle ranch, 15 miles from downtown Denver, Colorado, as the site for the new headquarters. When completed, the new building was described in Business Week as "ultramodern.… [The building] juts out like a landlocked ocean liner in a mountain canyon." The building was a tangible reminder that JM's style had changed drastically.

Goodwin never worked at the new location. Just two weeks prior to its completion, he was summoned to New York to meet with the board of directors. On September 1, 1976, Goodwin, Francis May, and other aides flew in and were met by John A. McKinney, a senior vice-president and the company's top legal officer by this time. The next evening, William F. May, John P. Schroeder, and Charles J. Zwick, members of the board of directors, met with Goodwin. Schroeder explained that they represented the nine outside directors on JM's 12-member board and that they all wanted his resignation. Goodwin was surprised but acquiesced. The terms of his separation agreement prevented him from ever discussing his departure or the reasons for it. Industry observers speculated that Goodwin's management style was too casual or flamboyant for the conservative board and that once he got the company moving in the right direction, the directors replaced him. The next morning, John A. McKinney, who did not know in advance that the board sought to remove Goodwin, was appointed the new president of JM. Fortune quoted McKinney as saying, "It happened so fast, I almost missed it."

1970s: Focusing on Profits under McKinney

Under Goodwin, JM had stressed growth; under McKinney, JM stressed profits. During his first year as president, McKinney eliminated unprofitable diversification and expanded asbestos and fiberglass capacity. One of his early acts as president was to elevate Fred L. Pundsack, a 24-year JM veteran, to Executive Vice-president of Operations, on equal footing with Francis May. Pundsack's directive was to maximize profits.

Key Dates:

1858:
Henry Ward Johns establishes the H.W. Johns Manufacturing Co.: 1886:
Charles B. Manville founds the Manville Covering Co.: 1901:
The two companies merge to form H.W. Johns-Manville (JM).: 1930:
Dr. A.J. Lanza begins a four-year study, Effects of Inhalation of Asbestos Dust upon the Lungs of Asbestos Workers.: 1964:
For the first time, JM agrees to place warning labels on its asbestos products.: 1973:
The company and its co-defendants are found guilty of contributory negligence in asbestos-related litigation.: 1981:
The company reorganizes its corporate structure, creating a new parent company, Manville Corporation, and five subsidiaries.: 1982:
Asbestos litigation prompts the company to file for protection under Chapter 11.: 1988:
Manville emerges from Chapter 11.: 1996:
The company changes its name to Schuller Co.: 1997:
The firm reverts back to Johns Manville Corporation (JM): 2001:
Berkshire Hathaway Inc. acquires JM.

McKinney quickly earned a reputation as a tough negotiator. In 1977, Quebec threatened to nationalize the company's Jeffrey mine, the world's largest asbestos mine. McKinney put JM's $77 million expansion plan on hold and took a hard line with Premier RenéLévesque. Lévesque withdrew his proposal, and JM resumed its expansion plans. Later in the year, JM's fiberglass production suffered from a 102-day strike at its Defiance,Ohio, plant. The strike cost the company $7.5 million in lost revenues. McKinney stood his ground, and in October workers accepted the same offer they had rejected in September, by a two-to-one margin. In May 1977, McKinney was named chairman of the board and chief executive officer. Pundsack became president and chief operating officer.

In 1977, JM estimated that the $16 million available through primary coverage to settle outstanding asbestos suits would be depleted within two years. New case filings rose from 159 in 1976 to 792 in 1978. Cases were being settled at a faster pace as well, with an average cost to the company of $21,000, of which $15,400 was awarded to the plaintiff and the balance going for legal fees. As Travelers was unable to predict the scope and number of future suits, it refused to renew its policy for the 1977 fiscal year. JM was forced to insure itself.

By 1979, McKinney was spending half of his time on the asbestos problem. He continued to be a tough negotiator. In May 1979, a writer for Fortune stated, "Asbestos litigation is almost a separate business at JM." The company was a co-defendant in about 1,500 lawsuits brought by insulation workers who handled JM's products while working for other companies in construction or in the shipyards. At McKinney's insistence, JM sued the government to force it to indemnify the company against the suits from shipyard workers, as many of the claimants had worked with asbestos insulation during World War II and the Korean War in defense-related capacities.

In January 1979, JM completed its acquisition of Olinkraft Inc., a $447 million forest-products company, for about $600 million. W. Thomas Stephens, who was to have a lead role in JM's later bankruptcy reorganization, moved to JM from Olinkraft. Olinkraft, now operating as Manville Forest Products Corporation, owned 600,000 acres of timberlands in Louisiana, Arkansas, and Texas. It owned or leased another 100,000 acres in Brazil. Unexpectedly high start-up costs for Olinkraft, combined with a currency devaluation and tax increases in Brazil, caused JM's net income to fall 20 percent in the fourth quarter of 1979. Although its stock price fell 40 percent, Manville surpassed the $2 billion mark in sales for the first time.

Revenues in 1980 were on a par with those in 1979, with earnings dropping sharply in a weak construction market. The company remained heavily involved with asbestos. McKinney noted that asbestos and Manville were virtually synonymous and told Forbes in May 1980, "The day asbestos isn't good business for us, we'll get out of it." At the same time, he felt that Olinkraft, once past its initial problems, would shape the future of JM. In 1980, McKinney reported that the company remained optimistic in the face of mounting lawsuits, as the firm had been victorious in the majority of the cases that had thus far proceeded to trial.

Restructuring and Bankruptcy: 1980s

Effective October 30, 1981, JM's shareholders approved a reorganized corporate structure consisting of a new parent company, Manville Corporation, and five wholly separate operating subsidiaries: Manville Building Materials Corporation, Manville Forest Products Corporation, Manville International Corporation, Manville Products Corporation, and Johns-Manville Corporation. Johns-Manville shareholders retained their stock, which was converted to Manville Corporation stock on a share-for-share basis.

As of December 31, 1981, Manville was a defendant or co-defendant in approximately 9,300 asbestos suits brought by 12,800 individuals. Juries were making large awards in punitive damages, which were not covered by insurance. By 1982, settlements approximated $40,000 per case, including legal fees. Manville's consultants estimated that over the course of the next 20 years the company could be liable for 32,000 cases in addition to the 16,500 that had already been filed. Possible litigation costs were estimated at $2 billion, twice the company's assets at the time. By 1985, 19,750 claims had been filed against the company. In addition, Manville was alleged to be liable for asbestos-removal property-damage claims. Manville repeatedly filed appeals to postpone payments in suits it had lost. McKinney continued to assert that the government must pay a portion of the claims arising from exposure in the shipyards and other government jobs.

On August 26, 1982, in light of the asbestos litigation and posted losses in the first and second quarters of the year, Manville filed for protection under Chapter 11 of the U.S. Bankruptcy Code. While under bankruptcy court protection, Manville's earnings for the first nine months from continuing operations improved from $10 million to $59 million. Legal expenses, however, increased apace: legal costs rose from $1 million for a period of nine months in 1982 and 1983 to $11 million for the same period a year later.

After a dozen court-granted postponements, Manville proposed its reorganization plan on November 21, 1983. The plan was produced unilaterally, since attempts at a negotiated settlement with asbestos victims' representatives had failed. At that time, Manville proposed to split itself into two companies: the first would handle the business and the second would possess few assets yet all of the liability for the asbestos claims. Manville would be insulated from any and all claims. All cash, after operating expenses, would be funneled to the second company. Suits would be settled by the company out of court. Concurrently, Manville left the asbestos business, selling its last plant in 1985.

Leon Silverman, court-appointed attorney for unknown future asbestos claimants, helped orchestrate the final reorganization plan, filed on February 14, 1986. This plan resembled the earlier proposal with these amendments: the second company became two trusts, one for personal injury—the health fund—and the other for property-damage claims. The trusts would be funded through cash, future earnings, stock, bonds, and insurance payments worth at least $2.5 billion. Initially, the health-fund trust was to receive $1 billion. Beginning in 1992, Manville would have to pay the health fund $75 million a year. The property-damage trust was to be funded initially with $125 million, with additional funds available. Furthermore, plaintiffs retained the right to a jury trial if they disagreed with the determination made by the trusts. The plan seemed to satisfy the claimants but at considerable expense to Manville common stock owners, who saw their investment becoming virtually worthless under the plan. On neither side was there agreement that the trusts were viable solutions. Michael L. Goldberg, attorney for 700 asbestos claimants, estimated in 1988 that the trusts would be almost $200 million short by 1992.

In 1986, McKinney resigned and Josh T. Hulce, who had been president since 1984, abruptly quit. George Dillon, a Manville director for 17 years, became chairman and W. Thomas Stephens was tapped to become president and chief executive officer. Stephens, formerly an industrial engineer with Olinkraft and Manville's chief financial officer during the preceding three years, was credited with playing a pivotal role in bringing Manville out of bankruptcy. One of Stephens's first moves as president was to establish small meetings with Manville employees, who, like the public and the stockholders, had lost faith in the company. Stephens reassured them that Manville would continue to operate much as it had in the past. He intended to concentrate on its core businesses and generate enough cash flow over the next years to fund the trust. Profits doubled in 1987 to a record $164 million.

Late 1980s Turnaround

In 1988, Manville emerged from bankruptcy. The Chapter 11 filing forced Manville to reexamine the way it conducted its business. Extensive in-house restructuring resulted in a policy of encouraging more decision-making from the company's various components. Incentive programs were also instituted.

After three full years of trimming operations, Manville was again a healthy company with new product lines. It moved out of its headquarters into smaller spaces in Denver and reinvested the concomitant savings in plant upgrading. In the November 1988 issue of Business Month, Stephens stated, "Two back-to-back years of record performance should send out a signal pretty loud and clear that we're stronger than ever."

One of Manville's subsidiaries, Atlanta-based Riverwood International, was a rising star in the paper industry stock market. A producer of lumber, containerboard, and clay-coated paper-board for the beverage and food industries, Riverwood made 50 to 60 percent of the paper beer cartons in the United States. The company also manufactured 20 to 30 percent of all paper containers made for soft drinks. Riverwood became a public company in June 1992 when it sold 12.1 million shares of stocks. Manville, however, still controlled 80 percent of the company.

By 1990, almost 130,000 claims had been filed and the Manville Personal Injury Settlement Trust ran out of funds. The dearth of cash was due to the rapid pace of claims settlement, many of which were delayed during Manville's bankruptcy. The Fund trustees, headed by Director Marianna Smith, proposed three cost-cutting measures. First, the Fund would refuse to pay post-judgment interest whenever plaintiffs contested their trust settlements. Second, settlements and court-order judgments would be paid in installments rather than in lump sums. Third, the Trust would declare that funds were not subject to attachment or levy by the court. Attorneys for the plaintiffs argued that the Fund trustees did not have the authority to implement such restrictions and called for Manville to liquidate the Trust's 24 million shares, worth approximately $1 billion. Although the company accelerated a $50 million payment to the trust, it was revealed that the claims that had been settled would not be paid for almost 20 years, long after many of the claimants had died. In July 1990, the court imposed a payments freeze while the company tried to determine how to handle the situation. In September 1990, Manville agreed to add up to $520 million to the asbestos fund during the next seven years.

Manville suffered great public relations setbacks as a result of the asbestos lawsuits. In an annual Fortune magazine poll of America's most admired companies, Manville finished last for five consecutive years, from 1987 to 1991. In an effort to regain the public's trust, Manville began to regularly monitor the health of its employees with a computer tracking system. In addition, Manville placed cautionary labels on any of its products that had been found to contain possible carcinogens. This procedure hurt sales, particularly in Japan, where packages with cancer warnings were initially refused entry into the country.

Manville spent the majority of the 1990s restructuring in an attempt to revamp its image. During 1991, the firm adopted a holding company structure with two main business units. Manville Sales Corporation—renamed Schuller International Group Inc. in 1992—oversaw its fiberglass operations and Manville Forest Products operated the company's forest products business.

In 1993, Schuller entered into an agreement with Owens Corning Fiberglass in which Schuller acquired its commercial and industrial roofing business, while selling its residential roofing business to Owens Corning. The company also acquired Steinachglas, a German glass mat producer.

The firm appeared to be digging out of its asbestos problems by the mid-1990s. The Bankruptcy Act of 1994 included a provision that stated Schuller was permanently shielded from any asbestos liability, which started to put many investors' minds at ease. At the same time, a new settlement method for the Trust was approved by the District Court of New York in 1995. Schuller launched an initial public offering of $400 million senior notes in late 1994. The proceeds were filtered back to the Trust.

During this time period, the firm sold off its interests in Riverwood International Corporation and Stillwater Mining Company. Fueled by these sales, the company began making strategic acquisitions. It added Nord Bitumi, Dibiten USA, Web Dynamics, and NRG Barriers to its arsenal in 1996, bought Ergon Nonwovens the following year, and Exeltherm and Tasso AB in 1998. It also began building new manufacturing facilities in the United States and expanded into Poland and China.

Manville changed its name to Schuller Corporation in 1996. The new name did not stick, however, and shareholders agreed to revert back to Johns Manville Corporation in 1997. As CEO Jerry Henry—who replaced Stephens in 1996—commented in an April 1997 Wall Street Journal article, "People were asking me what this Schuller company was." He added, "Wouldn't we be better off with a name with so much more recognition?" While many industry analysts balked at the decision to take a name that was practically synonymous with asbestos, Henry stood firmly behind the corporate moniker believing JM would be more successful with its original name.

As JM pushed forward with its growth plans, the Trust announced in 1999 that it wanted to sell its shares in order to fund the $250 million it was paying in claims each year. In June 2000, Hicks, Muse, Tate & Furst Inc. and Bear Stearns Cos. agreed to acquire JM for $2.4 billion. The slowing economy and weak earnings forced the parties to call off the deal in early December. Later that month, Berkshire Hathaway Inc. offered $1.96 billion for JM. The purchase, completed in 2001, was Berkshire's fourth materials acquisition in just over a year. Berkshire's legendary chairman and CEO, Warren Buffet, was known for his attraction to market leaders, and by now JM had strong footing in the commercial and industrial fiberglass insulation and roofing systems industries. To Buffet, JM was a perfect fit.

Under its new parent, JM was afforded the financially stability to continue its growth strategy. In 2001, it added Slovakian fiberglass manufacturing concern Skloplast a.s. to its holdings. The company remained focused on bolstering its product lines while at the same time maintaining high levels of customer satisfaction. The Berkshire Hathaway purchase put JM on solid ground, leaving it to focus on a successful future in the years to come.