-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KxeoVe28a0Ey7SNODuYqDalxRkFYasXLQphOo5Lfx8Y0U6seTCb+ROOACSC8ttwZ HAHIDfdt5q0rPBtXFW/vyQ== 0000898430-99-000021.txt : 19990106 0000898430-99-000021.hdr.sgml : 19990106 ACCESSION NUMBER: 0000898430-99-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19981221 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NBH INC CENTRAL INDEX KEY: 0001067983 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-61129-01 FILM NUMBER: 99501093 BUSINESS ADDRESS: STREET 1: 1440 KIEWIT PLZ CITY: OMAHA STATE: NE ZIP: 68131 BUSINESS PHONE: 4023461400 MAIL ADDRESS: STREET 1: 1440 KIEWIT PLAZA CITY: OMAHA STATE: NE ZIP: 68131 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 21, 1998 Berkshire Hathaway Inc. (formerly known as NBH, Inc.) (Exact Name of Registrant as Specified in Charter) Delaware 47-0813844 (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification No.) Incorporation) 1440 Kiewit Plaza, Omaha, Nebraska 68131 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (402) 346-1400 Not Applicable (Former Name or Former Address, if Changed Since Last Report) Item 2. Acquisition or Disposition of Assets. At 11:59 p.m., Eastern Time on December 21, 1998, Berkshire Hathaway Inc.("Old Berkshire") and General Re Corporation ("General Re") completed the combination of their businesses pursuant to the Agreement and Plan of Mergers, dated as of June 19,1998 (the "Merger Agreement"), between Old Berkshire and General Re. The Merger Agreement is incorporated herein by reference to Annex I of the Joint Proxy Statement/ Prospectus dated August 12, 1998 included herewith as Exhibit 2.1 (the "Joint Proxy Statement"). The acquisition was consummated through the mergers of two wholly owned subsidiaries of a newly formed holding company ("New Berkshire") with and into Old Berkshire and General Re, with the result that Old Berkshire and General Re became wholly owned subsidiaries of New Berkshire (the "Mergers"). Following the Mergers, Old Berkshire was renamed OBH Inc. and New Berkshire was renamed Berkshire Hathaway Inc. New Berkshire is the successor issuer to Old Berkshire and General Re pursuant to Section 12(b) of the Securities Exchange Act of 1934. The Joint Proxy Statement is incorporated herein by reference. Upon consummation of the Mergers, each outstanding share of Class A Common Stock, par value $5.00, and each outstanding share of Class B Common Stock of Old Berkshire, par value $0.1667, ("Old Berkshire Common Stock") were converted into one share of Class A Common Stock, par value $5.00, and one share of Class B Common Stock, par value $0.1667, of New Berkshire ("New Berkshire Common Stock"), respectively. Each certificate representing shares of Old Berkshire Common Stock, without any action on the part of the holder thereof, is now deemed to represent an equal number of shares of New Berkshire Common Stock. Each outstanding share of common stock, par value $0.50 per share, of General Re (the "General Re Common Stock") was converted into the right to receive, at the holder's election (the "Election"), (i) 0.0035 of a share of New Berkshire Class A Common Stock or (ii) 0.105 of a share of New Berkshire Class B Common Stock. Elections must be made by March 1, 1999. Holders that have not made an effective Election by March 1, 1999 will receive shares of New Berkshire Class B Common Stock for their shares of General Re Common Stock. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. The financial statements of Old Berkshire and General Re required by this Item 7(a) are incorporated herein by reference to the financial statements of Old Berkshire and General Re set forth in their respective Annual Reports on Form 10-K for the year ended December 31, 1997 and their respective Quarterly Reports on Form 10-Q for the quarter ended September 30, 1998, which financial statements are included herewith as Exhibits. (b) Pro Forma Financial Information. The pro forma financial statements required by this Item 7(b) will be filed by amendment to this Form 8-K no later than March 1, 1999. (c) The following exhibits are filed herewith or incorporated by reference herein: Exhibit Number Description 2.1 Joint Proxy Statement/Prospectus, dated August 12, 1998 of Berkshire Hathaway Inc. and General Re Corporation Incorporated by reference (File Nos. 1-10125 and 1-8026)) 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of PricewaterhouseCoopers LLP 99.1 Consolidated Financial Statements of Berkshire Hathaway Inc. and Notes thereto (Incorporated by reference to the Annual Report on Form 10-K of Berkshire Hathaway Inc. for the year ended December 31, 1997 (File No. 1-10125)) 99.2 Interim Consolidated Financial Statements of Berkshire Hathaway Inc. and Notes thereto (Incorporated by reference to the Quarterly Report on Form 10-Q of Berkshire Hathaway Inc. for the quarter ended September 30, 1998 (File No. 1- 10125)) 99.3 Consolidated Financial Statements of General Re Corporation and Notes thereto (Incorporated by reference to the Annual Report on Form 10-K of General Re Corporation for the year ended December 31, 1997 (File No. 1-8026)) 99.4 Consolidated Interim Financial Statements of General Re Corporation and Notes thereto (Incorporated by reference to the Quarterly Report on Form 10-Q of General Re Corporation for the quarter ended September 30, 1998 (File No. 1-8026)) 99.5 Joint Press Release of Berkshire Hathaway Inc. and General Re Corporation issued December 21, 1998 99.6 Press Release of Berkshire Hathaway Inc. issued December 23, 1998 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BERKSHIRE HATHAWAY INC. By: /s/ Marc D. Hamburg ---------------------------- Name: Marc D. Hamburg Title: Vice President and Chief Financial Officer Dated: January 5, 1999 EXHIBIT INDEX Exhibit Number Description 2.1 Joint Proxy Statement/Prospectus, dated August 12, 1998 of Berkshire Hathaway Inc. and General Re Corporation (Incorporated by reference (File Nos. 1-10125 and 1-8026)) 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of PricewaterhouseCoopers LLP 99.1 Consolidated Financial Statements of Berkshire Hathaway Inc. and Notes thereto (Incorporated by reference to the Annual Report on Form 10-K of Berkshire Hathaway Inc. for the year ended December 31, 1997 (File No. 1-10125)) 99.2 Interim Consolidated Financial Statements of Berkshire Hathaway Inc. and Notes thereto (Incorporated by reference to the Quarterly Report on Form 10-Q of Berkshire Hathaway Inc. for the quarter ended September 30, 1998 (File No. 1- 10125)) 99.3 Consolidated Financial Statements of General Re Corporation and Notes thereto (Incorporated by reference to the Annual Report on Form 10-K of General Re Corporation for the year ended December 31, 1997 (File No. 1-8026)) 99.4 Consolidated Interim Financial Statements of General Re Corporation and Notes thereto (Incorporated by reference to the Quarterly Report on Form 10-Q of General Re Corporation for the quarter ended September 30, 1998 (File No. 1-8026)) 99.5 Joint Press Release of Berkshire Hathaway Inc. and General Re Corporation issued December 21, 1998 99.6 Press Release of Berkshire Hathaway Inc. issued December 23, 1998 EX-23.1 2 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Form 8-K of Berkshire Hathaway Inc. (previously NBH, Inc.) of our reports on Old Berkshire (defined in this Form 8-K) dated March 6, 1998, appearing in the Annual Report on Form 10-K of Old Berkshire for the year ended December 31, 1997, and to the reference to us under the heading "Experts" in Registration Statement Nos. 333-61129 and 333-61129-01. Deloitte & Touche LLP Omaha, Nebraska January 4, 1999 EX-23.2 3 CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this report on Form 8-K of Berkshire Hathaway Inc. of our report dated January 30, 1998, on our audits of the consolidated financial statements and financial statement schedules of General Re Corporation and subsidiaries as of December 31, 1997 and 1996, and for the three years in the period ended December 31, 1997. PricewaterhouseCoopers LLP New York, New York January 5, 1999 EX-99.5 4 PRESS RELEASE OF BERKSHIRE HATHAWAY INC. AND GENERAL RE CORP. EXHIBIT 99.5 FOR IMMEDIATE RELEASE Berkshire Hathaway Inc. General Re Corporation 1440 Kiewit Plaza Financial Centre Omaha, NE 68131 Stamford, Connecticut 06904 BERKSHIRE HATHAWAY INC. AND GENERAL RE CORPORATION -------------------------------------------------- CLOSE MERGER ------------ Omaha, Nebraska and Stamford, Connecticut, December 21, 1998 -- Berkshire Hathaway Inc. (NYSE:BRK.A and BRK.B) and General Re Corporation (NYSE:GRN) announced today that their previously announced planned merger has closed and will become effective at 11:59 p.m. Eastern time today. Accordingly, shares of General Re will no longer trade on the New York Stock Exchange. Under the terms of the merger agreement, each General Re shareholder will have the option to elect to receive either 0.0035 Class A shares or 0.105 Class B shares of Berkshire for each share of General Re common stock. Election forms are expected to be sent during the week of December 28, 1998 to all General Re shareholders of record as of December 21, 1998. Any General Re shareholder not making an election by March 1, 1999 will receive Berkshire Class B shares. ******** Berkshire is a holding company owning subsidiaries engaged in a number of diverse business activities. The most important of these is the property and casualty insurance business conducted on both a direct and reinsurance basis through a number of subsidiaries. ******** General Re Corporation is a holding company for global reinsurance and related risk management operations. It owns General Reinsurance Corporation and National Reinsurance Corporation, the largest professional property/casualty reinsurance group domiciled in the United States, and also holds a controlling interest in Kolnische Ruckversicherungs-Gesellschaft AG (Cologne Re), a major international reinsurer. Together, General Re and Cologne Re transact reinsurance business as "General & Cologne Re". In addition, General Re writes excess and surplus lines insurance through General Star Management Company, provides alternative risk solutions through Genesis Underwriting Management Company, provides reinsurance brokerage services through Herbert Clough, Inc., manages aviation insurance risks through United States Aviation Underwriters, Inc., and acts as a business development consultant and reinsurance intermediary through Ardent Risk Services, Inc. General Re also operates as a dealer in the swap and derivatives market through General Re Financial Products Corporation, and provides specialized investment services to the insurance industry through General Re-New England Asset Management, Inc. ******** For additional information, please contact: Berkshire Hathaway Inc. General Re Corporation - ----------------------- ---------------------- Marc Hamburg 402-346-1400 Deborah Nelson 203-328-6448 EX-99.6 5 PRESS RELEASE OF BERKSHIRE HATHAWAY INC. EXHIBIT 99.6 BERKSHIRE HATHAWAY INC. NEWS RELEASE FOR IMMEDIATE RELEASE DECEMBER 23, 1998 Berkshire Hathaway Inc. 1440 Kiewit Plaza Omaha, NE 68131 Omaha, Nebraska, December 23, 1998 -- As announced on Monday, December 21, 1998, the merger between Berkshire Hathaway Inc. and General Re Corporation became effective on December 21, 1998. The purpose of this announcement is to clarify certain matters relating to procedures for exchanging shares of General Re common stock for Berkshire common stock. Under the terms of the merger agreement, each General Re shareholder will have the option to elect to receive either 0.0035 Class A shares or 0.105 Class B shares of Berkshire for each share of General Re common stock. Election forms -------------- are expected to be sent as soon as possible, and in any event, no later than - ---------------------------------------------------------------------------- December 28, 1998 to all General Re shareholders of record as of December 21, - ----------------------------------------------------------------------------- 1998. The Exchange Agent has been instructed to issue the Merger Consideration - ------------------------------------------------------------------------------- as soon as possible following the receipt of the Required Documents from a - ------------------------------------------------------------------------- Holder. Holders will not be required to wait for the Election Deadline to occur - -------------------------------------------------------------------------------- prior to receiving the Merger Consideration. Any General Re shareholder not - -------------------------------------------- making an election by March 1, 1999 will receive Berkshire Class B shares. ******** Berkshire is a holding company owning subsidiaries engaged in a number of diverse business activities. The most important of these is the property and casualty insurance business conducted on both a direct and reinsurance basis through a number of subsidiaries. ******** For additional information, please contact: Marc Hamburg 402-346-1400 -----END PRIVACY-ENHANCED MESSAGE-----