Document pBgx0YzeqB6nj20KakeLMVnGa

I I SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OP THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1964 Commission file number 1-1251 _______ JOHNS-MANVILLE CORPORATION___________________ (.Exact name oi registrant as specified in its charter) Nev York (State or other jurisdiction of incorporation or organization) 13.0889660 (I.R.S. Employer Identification No.) 22 East 40th Street, New York, N.Y. (Aaaress of principal executive offices; 10016 (zip code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock (S3 par value; New York Stock Exchange MTC 002218 Itea 1. Number of Stockholders. State in the tabular form indicated below, as of a specified date, the approximate number of holders of record of each class of equity securi ties of the registrant. Title of Class common Stock-* $S par value) Approximate Number of Holders zs.iaz las oi March i, i9ea> Item 2. Increases and Decreases in Outstanding Equity Securities. Give the following information as to all increases and decreases during the fiscal year in the amount of equity securities of the regis trant outstanding: (a) The title of the class of securities involved; Common Stock:- ($3 par value) (b) The date of the transaction: January IS, 1964 (c) The amount of securities involved and whether an increase or a decrease; Increase of 60,000 shares (d) A brief description of the transaction in which the Increase or decrease occurred. If previously reported, the description may be in corporated by a specific reference to the previous filing. See answer to Item 2(e) below. (e) If the transaction involved a sale of securities which were not registered under the Securities Act of 1933, an indication of the exemption claimed and the facts relied upon to sake the exemption available. If prev iously reported, the information may be incorporated by a specific reference to the previous filing. On January IS, 1964, registrant Issued to Melamlte Corp., Kelamlte Sales, Inc. and Kelamite Distributors, Inc. (all Massachusetts corporations), an aggregate of 60,000 shares of Common Stock in exchange for the business and substantially all of the assets of said companies. There vere no under writers. The plans for these transactions were submitted to the stockholders of each of the selling companies under such circumstances that the favorable vote thereon bound all of the stockholders of such companies. Accordingly, the Issuance of such shares was exempt from registration under the Securities Act of 1933 by reason of Buie 133 promulgated thereunder. Note:- From time to time during the fiscal year 1964, the registrant purchased an aggregate of 111,S4S shares of Treasury stock. During such fiscal year, theregistrant issued from its Treasury stock 467 shares under its Deferred Compensation Plan, llp2S shares under its Incentive Stock Option Plan and 4883 shares under its Employees' Stock Purchase Plan. This resulted in a net Increase in registrant's Treasury shares of 9S,470 shares during 1964. MTC 002219 Item 3: Parents and Subsidiaries of Registrant. rurnisn a list or diagram ox all parents and subsidiaries of the registrant and as to each person named Indicate the percentage of voting securities owned, or other bases of control, by Its immediate parent. Johns-Manville Corporation - Registrant Johns-Manville Sales Corporation (Delaware) - 100% Coalings Asbestos Coapany, Inc. (Delaware) - 80% *Table Mountain Asbestos Coapany, Inc. (Delaware) - 80% Johns-Manville Products Corporation (Delaware) - 100% johns-Manvllle International Corporation (Delaware) - 100% Canadian Johns-Manvllle Coapany, Llalted (Dominion of Canada) - 100% Asbestos and Danville Bailway Coapany (Cuebee) - 100% Canadian Johns-Manvllle Ontario Llalted (Ontario) - 100% Jayea Exploration Company Llalted (Cuebee) - 100% Canadian Johns-Manville Asbestos Llalted (Dominion of Canada) - 100% Southern Johns-Manvllle Products Corporation (Virginia) - 100% Johns-Manville Service Corporation (Delaware) - 100% Johns-Manvllle Dutch Brand Products Corporation (Delaware) - 100% Johns-Manvllle Equipment Corporation (Delaware) - 100% Johns-Manville Fiber Glass Inc. (Delaware) - 100% Johns-Manville Perlite Corporation (Illinois) - 100% Johns-Manvllle Plastics Corporation (Pennsylvania) - 100% Johns-Manville Products Corporation of California (Delaware) - 100% Johns-Manville Products Corporation of Georgia (Delaware) - 100% Johns-Manville Products Corporation of Massachusetts (Delaware) - 100% Johns-Manville froducts Corporation of Mississippi (Delaware) - 100% Johns-Manvllle Products Corporation of Ohio (Delaware) - 100% Johns-Manvllle Products Corporation of Pennsylvania (Pennsylvania) - 100% Melaalte Corp (Delaware) - 100% Subsidiaries included in the consolidated financial state ments of Johns-Manvllle Corporation and Subsidiaries. Iteas 4 to 9 inclusive, have been omitted because a definitive proxy statement which involved the election of directors was sailed to the Com!asion pursuant to Regulation X-14 on February 11, 1965. Itea 10. Financial Stateaents and exhibits filed as a.part of the Annual Report: ffinanciai flalemenls filed with letter, dated April 28, 1965, as part of Post-Effective Aaendaent No. 6 to Registration Stateaent No. 2-17255, on Fora S-l under the Securities Act of 1933 and incorporated herein by reference. The reports of independent, public accountants, Messrs. Lybrand, Ross Bros, ft Montgomery and Messrs. Sharp, Milne fc Co., appearing in such Registration Stateaent are also incorporated by reference thereto. The con sents of such accountants to incorporation by reference of their reports accompany this annual report. (b) Exhibits: None SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. JOHNS-MANVILLE CORPORATION . (Registrant; Date: April 29, 1965 (signature; Irving J. Pedly, Assistant Secretary MTC 002220 10K MTC 002221 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1964 Commission file number 1-1251 JOHNS-MANVILLE CORPORATION (Exact name of registrant as specified in its charter) New York (State or other jurisdiction of incorporation or organization) 13-0889660 (I.R.S. Employer Identification No.) 22 East 40th Street, New York, N.Y. (Address of principal executive offices) 10016 (2ip Code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on _____ which registered_____ Common Stock (85 par value) New York Stock Exchange MTC 002222 Item 1. Number of Stockholders. State in the tabular form indicated below, as of a specified date, the approximate number of holders of record of each class of equity securi ties of the registrant. Title of Class Common Stock $5 par value) Approximate Number of Holders 29,152 (as of March 1, 1965) Item 2. Increases and Decreases in Outstanding Equity Securities. Give the following information as to all increases and decreases during the fiscal year in the amount of equity securities of the regis trant outstanding: (a) The title of the class of securities involved; Common Stock:- ($5 par value) (b) The date of the transaction: January 15, 1964 (c) The amount of securities involved and whether an increase or a decrease; Increase of 60,000 shares (d) A brief description of the transaction in which the increase or decrease occurred. If previously reported, the description may be in corporated by a specific reference to the previous filing. See answer to Item 2(e) below. (e) If the transaction involved a sale of securities which were not registered under the Securities Act of 1933, an indication of the exemption claimed and the facts relied upon to make the exemption available. If prev iously reported, the information may be incorporated by a specific reference to the previous filing. On January 15, 1964, registrant issued to Melamite Corp., Melamite Sales, Inc. and Melamite Distributors, Inc. (all Massachusetts corporations), an aggregate of 60,000 shares of Common Stock in exchange for the business and substantially all of the assets of said companies. There were no under writers. The plans for these transactions were submitted to the stockholders of each of the selling companies under such circumstances that the favorable vote thereon bound all of the stockholders of such companies. Accordingly, the issuance of such shares was exempt from registration under the Securities Act of 1933 by reason of Rule 133 promulgated thereunder. Note:- From time to time during the fiscal year 1964, the registrant purchased an aggregate of 111,845 shares of Treasury stock. During such fiscal year, the registrant issued from its Treasury stock 467 shares under its Deferred Compensation Plan, lip25 shares rjder its Incentive Stock Option Plan and 4883 shares under its Employees' Stock Purchase Plan. This resulted in a net increase in registrant's Treasury shares of 95,470 shares during 1964. MTC 002223 Item 3: Parents and Subsidiaries of Registrant. Furnish a list or diagram of all parents and subsidiaries of the registrant and as to each person named indicate the percentage of voting securities owned, or other bases of control, by its immediate parent. Johns-Manville Corporation - Registrant Johns-Manville Sales Corporation (Delaware) - 100% Coalinga Asbestos Company, Inc. (Delaware) - 80% Table Mountain Asbestos Company, Inc. (Delaware) - 80% Johns-Manville Products Corporation (Delaware) - 100% Johns-Manville International Corporation (Delaware) - 100% Canadian Johns-Manville Company, Limited (Dominion of Canada) - 100% Asbestos and Danville Railway Company (Cuebec) - 100% Canadian Johns-Manville Ontario Limited (Ontario) - 100% Jayem Exploration Company Limited (Cuebec) - 100% Canadian Johns-Manville Asbestos Limited (Dominion of Canada) - 100% Southern Johns-Manville Products Corporation (Virginia) - 100% Johns-Manville Service Corporation (Delaware) - 100% Johns-Manville Dutch Brand Products Corporation (Delaware) - 100% Johns-Manville Equipment Corporation (Delaware) - 100% Johns-Manville Fiber Glass Inc. (Delaware) - 100% Johns-Manville Perlite Corporation (Illinois) - 100% Johns-Manville Plastics Corporation (Pennsylvania) - 100% Johns-Manville Products Corporation of California (Delaware) - 100% Johns-Manville Products Corporation of Georgia (Delaware) - 100% Johns-Manville Products Corporation of Massachusetts (Delaware) - 100% Johns-Manville Products Corporation of Mississippi (Delaware) - 100% Johns-Manville Products Corporation of Ohio (Delaware) - 100% Johns-Manville Products Corporation of Pennsylvania (Pennsylvania) - 100% Melamite Corp (Delaware) - 100% Subsidiaries included in the consolidated financial state ments of Johns-Manville Corporation and Subsidiaries. Items 4 to 9 inclusive, have been omitted because a definitive proxy statement which involved the election of directors was mailed to the Commission pursuant to Regulation X-14 on February 11, 1965. Item 10. Financial Statements and exhibits filed as a part of the Annual Report? ^jnanciai s^a^emenls filed with letter, dated April 28, 1965, as part of Post-Effective Amendment No. 6 to Registration Statement No. 2-17255, on Form S-l under the Securities Act of 1933 and incorporated herein by reference. The reports of independent public accountants, Messrs. Lybrand, Ross Bros. & Montgomery and Messrs. Sharp, Milne & Co., appearing in such Registration Statement are also incorporated by reference thereto. The con sents of such accountants to incorporation by reference of their reports accompany this annual report. (b) Exhibits: None SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. JOHNS-MANVILLE CORPORATION (Registrant) Date: April 29, 1965 (Signature; Irving J. Pedly, Assistant Secretary MTC 002224