-----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, EcpcKpX6nin1Dfr6Yv6Suafwtm1BXqwKm2iig+n1BPwKlr7frecBFCIrmPuHdtLl ufkysu19fK7m9nKXamLWHw== /in/edgar/work/0000898430-00-003280/0000898430-00-003280.txt : 20001110 0000898430-00-003280.hdr.sgml : 20001110 ACCESSION NUMBER: 0000898430-00-003280 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001109 GROUP MEMBERS: B AQUISITION INC GROUP MEMBERS: BERKSHIRE HATHAWAY INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOORE BENJAMIN & CO CENTRAL INDEX KEY: 0000276999 STANDARD INDUSTRIAL CLASSIFICATION: [2851 ] IRS NUMBER: 135256230 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: SEC FILE NUMBER: 005-30010 FILM NUMBER: 756349 BUSINESS ADDRESS: STREET 1: 51 CHESTNUT RIDGE RD CITY: MONTVALE STATE: NJ ZIP: 07645 BUSINESS PHONE: 2015739600 MAIL ADDRESS: STREET 1: 51 CHESTNUT RIDGE RD CITY: MONVALE STATE: NJ ZIP: 07645 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERKSHIRE HATHAWAY INC CENTRAL INDEX KEY: 0001067983 STANDARD INDUSTRIAL CLASSIFICATION: [6331 ] IRS NUMBER: 470813844 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C 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 FORMER COMPANY: FORMER CONFORMED NAME: NBH INC DATE OF NAME CHANGE: 19980810 SC TO-C 1 0001.txt SC TO-C SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 BENJAMIN MOORE & CO. (Name of Subject Company (Issuer)) B ACQUISITION, INC. (OFFEROR) BERKSHIRE HATHAWAY INC. (OFFEROR PARENT) (Name of Filing Persons (identifying status as offeror, issuer or other person)) COMMON STOCK, PAR VALUE $3.33 1/3 PER SHARE (Title of Class of Securities) 615649100 (CUSIP Number for Class of Securities) --------------- MARC D. HAMBURG VICE PRESIDENT BERKSHIRE HATHAWAY INC. 1440 KIEWIT PLAZA OMAHA, NE 68131 TELEPHONE: (402) 346-1400 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) --------------- COPY TO: ROBERT E. DENHAM, ESQ. MUNGER, TOLLES & OLSON, LLP 355 SOUTH GRAND AVENUE LOS ANGELES, CA 90071 TELEPHONE: (213) 683-9100 --------------- CALCULATION OF FILING FEE TRANSACTION VALUATION AMOUNT OF FILING FEE - -------------------------------------------------------------------------------- $ * $ * - -------------------------------------------------------------------------------- * N/A [_]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: None. Form or Registration No.: Not applicable. Filing Party: Not applicable. Date Filed: Not applicable. [X]Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X]third-party tender offer subject to Rule 14d-1. [_]issuer tender offer subject to Rule 13e-4. [_]going-private transaction subject to Rule 13e-3. [_]amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [_] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PRESS RELEASE Benjamin Moore To Be Acquired by Berkshire Hathaway $37.82 Per Share Offered Montvale, New Jersey and Omaha, Nebraska, November 8, 2000 - Benjamin Moore & Co., (OTCBB: MBEN.OB) and Berkshire Hathaway Inc. (NYSE: BRK.A, BRK.B) announced today that they have approved and entered into a definitive Merger Agreement which calls for a cash tender offer of $37.82 per share to holders of Benjamin Moore common stock by a wholly-owned subsidiary of Berkshire Hathaway. The tender offer will commence no later than November 17, 2000 and will be for all of Benjamin Moore's outstanding common stock. Upon successful completion of the tender offer, the Merger Agreement calls for a merger pursuant to which the remaining shareholders will receive cash in the same amount as paid in the tender offer. The value of the transaction is approximately one billion dollars. Upon successful consummation of the transaction, Benjamin Moore will become a wholly owned subsidiary of Berkshire Hathaway and will continue to be headquartered in Montvale. The Board of Directors of Benjamin Moore has unanimously approved the Merger Agreement. In addition, shareholders who own approximately 18% of Benjamin Moore's common stock agreed to tender their shares into the tender offer. J.P. Morgan delivered a fairness opinion to the Board of Directors of Benjamin Moore. Richard Roob, Chairman of Benjamin Moore and Yvan Dupuy, President and Chief Executive Officer of Benjamin Moore joined in stating that "This opportunity offers the dual benefit of providing fair value for our shareholders and continuity of the company as a distinct entity. All those, past and present, who have played a part in building this company can feel proud that Warren Buffett and Berkshire Hathaway want to be associated with the name Benjamin Moore." Warren Buffett, Chairman of Berkshire Hathaway, said "We are extremely excited about the opportunity to add a company with such an outstanding reputation for quality and leadership in its industry to the Berkshire group." The tender offer is subject to certain conditions, including the tender of not less than a two-thirds of Benjamin Moore's outstanding common stock, on a fully diluted basis, and the obtaining of all necessary governmental approvals. The tender offer will expire twenty business days after it is commenced, but may be extended under certain circumstances. Benjamin Moore, a leading manufacturer and retailer of premium paints, stains and industrial coatings, was founded in 1883. Headquartered in Montvale, New Jersey, Benjamin Moore's products are distributed throughout North America through a network of authorized dealers. Berkshire Hathaway 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. This press release contains forward-looking statement with respect to management's beliefs about the financial condition, results of operations and businesses of Benjamin Moore and Berkshire Hathaway in the future. These statements involve risks and uncertainties. The actual outcome could differ materially from that contemplated by such statements. Factors that could cause or contribute to such differences could include, but are not limited to, general business conditions, strength of retail economy and growth in the coatings industry, unusual weather conditions and competition in the coatings business, as well as other risks detailed herein and in Benjamin Moore reports filed with the Securities and Exchange Commission ("SEC"). Benjamin Moore shareholders are advised to read the tender offer statement regarding the acquisition of Benjamin Moore referenced in this news release, which will be filed by Berkshire Hathaway and B Acquisition with the SEC, and the related solicitation/recommendation statement which will be filed by Benjamin Moore with the SEC. The tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the solicitation/recommendation statement will contain important information which should be read carefully before any decision is made with respect to this offer. These documents will be made available to all shareholders of Benjamin Moore at no expense to them. These documents also will be available at no charge at the SEC's web site, www.sec.gov. ----------- FOR FURTHER INFORMATION PLEASE CONTACT: Berkshire Hathaway: Marc Hamburg (402) 346-1400 Benjamin Moore: Eileen McComb (201) 573-6620 Hill and Knowlton: Marisa Jacobs (212) 885-0390 -----END PRIVACY-ENHANCED MESSAGE-----