SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. 8)1
THE GILLETTE COMPANY
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
375766102
(CUSIP Number)
MARC D. HAMBURG
BERKSHIRE HATHAWAY INC.
1440 KIEWIT PLAZA
OMAHA, NEBRASKA 68131
(402) 346-1400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 27, 2005
(Date of Event Which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| 1 | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP NO. 375766102 | SCHEDULE 13D/A | PAGE 2 OF 20 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Berkshire Hathaway Inc. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
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| 3 | SEC USE ONLY
|
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| 4 | SOURCE OF FUNDS
AF, BK |
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| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
100,980,000 (see Item 5) 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
100,980,000 (see Item 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,980,000 (see Item 5) |
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| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2% (see Item 5) |
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| 14 | TYPE OF REPORTING PERSON*
HC, CO |
| * | See instructions before filling out! |
| CUSIP NO. 375766102 | SCHEDULE 13D/A | PAGE 3 OF 20 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
OBH, Inc. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
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| 3 | SEC USE ONLY
|
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| 4 | SOURCE OF FUNDS
AF |
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| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
100,980,000 (see Item 5) 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
100,980,000 (see Item 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,980,000 (see Item 5) |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2% (see Item 5) |
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| 14 | TYPE OF REPORTING PERSON*
HC, CO |
| * | See instructions before filling out! |
| CUSIP NO. 375766102 | SCHEDULE 13D/A | PAGE 4 OF 20 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
National Indemnity Company |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
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| 3 | SEC USE ONLY
|
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| 4 | SOURCE OF FUNDS
WC, AF |
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| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Nebraska corporation |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
64,980,000 (see Item 5) 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
64,980,000 (see Item 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,980,000 (see Item 5) |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6% (see Item 5) |
|||
| 14 | TYPE OF REPORTING PERSON*
IC |
| * | See instructions before filling out! |
| CUSIP NO. 375766102 | SCHEDULE 13D/A | PAGE 5 OF 20 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
GEICO Corporation |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
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| 3 | SEC USE ONLY
|
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| 4 | SOURCE OF FUNDS
AF |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
4,980,000 (see Item 5) 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
4,980,000 (see Item 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,980,000 (see Item 5) |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% (see Item 5) |
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| 14 | TYPE OF REPORTING PERSON*
HC, CO |
| * | See instructions before filling out! |
| CUSIP NO. 375766102 | SCHEDULE 13D/A | PAGE 6 OF 20 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Government Employees Insurance Company |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
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| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
WC, AF |
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| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland corporation |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
4,980,000 (see Item 5) 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
4,980,000 (see Item 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,980,000 (see Item 5) |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% (see Item 5) |
|||
| 14 | TYPE OF REPORTING PERSON*
IC |
| * | See instructions before filling out! |
| CUSIP NO. 375766102 | SCHEDULE 13D/A | PAGE 7 OF 20 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
National Fire and Marine Insurance Company |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
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| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
WC, AF |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Nebraska corporation |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
6,400,000 (see Item 5) 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
6,400,000 (see Item 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,400,000 (see Item 5) |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7% (see Item 5) |
|||
| 14 | TYPE OF REPORTING PERSON*
IC |
| * | See instructions before filling out! |
| CUSIP NO. 375766102 | SCHEDULE 13D/A | PAGE 8 OF 20 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Columbia Insurance Company |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
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| 3 | SEC USE ONLY
|
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| 4 | SOURCE OF FUNDS
WC |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Nebraska corporation |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
20,800,000 (see Item 5) 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
20,800,000 (see Item 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,800,000 (see Item 5) |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% (see Item 5) |
|||
| 14 | TYPE OF REPORTING PERSON*
IC |
| * | See instructions before filling out! |
| CUSIP NO. 375766102 | SCHEDULE 13D/A | PAGE 9 OF 20 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
BH Columbia Inc. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
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| 4 | SOURCE OF FUNDS
AF |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Nebraska corporation |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
20,800,000 (see Item 5) 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
20,800,000 (see Item 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,800,000 (see Item 5) |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1% (see Item 5) |
|||
| 14 | TYPE OF REPORTING PERSON*
HC, CO |
| * | See instructions before filling out! |
| CUSIP NO. 375766102 | SCHEDULE 13D/A | PAGE 10 OF 20 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
National Liability & Fire Insurance Company |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
WC |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois corporation |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
800,000 (see Item 5) 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
800,000 (see Item 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
800,000 (see Item 5) |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (see Item 5) |
|||
| 14 | TYPE OF REPORTING PERSON*
IC |
| * | See instructions before filling out! |
| CUSIP NO. 375766102 | SCHEDULE 13D/A | PAGE 11 OF 20 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Cypress Insurance Company |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
WC |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California corporation |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
1,600,000 (see Item 5) 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
1,600,000 (see Item 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,600,000 (see Item 5) |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% (see Item 5) |
|||
| 14 | TYPE OF REPORTING PERSON*
IC |
| * | See instructions before filling out! |
| CUSIP NO. 375766102 | SCHEDULE 13D/A | PAGE 12 OF 20 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Wesco Financial Corporation |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
AF |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Nebraska corporation |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
6,400,000 (see Item 5) 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
6,400,000 (see Item 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,400,000 (see Item 5) |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7% (see Item 5) |
|||
| 14 | TYPE OF REPORTING PERSON*
CO |
| * | See instructions before filling out! |
| CUSIP NO. 375766102 | SCHEDULE 13D/A | PAGE 13 OF 20 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Wesco Holdings Midwest, Inc. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
AF |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Nebraska corporation |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
6,400,000 (see Item 5) 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
6,400,000 (see Item 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,400,000 (see Item 5) |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7% (see Item 5) |
|||
| 14 | TYPE OF REPORTING PERSON*
CO |
| * | See instructions before filling out! |
| CUSIP NO. 375766102 | SCHEDULE 13D/A | PAGE 14 OF 20 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Blue Chip Stamps |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
AF |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
California corporation |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
6,400,000 (see Item 5) 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
6,400,000 (see Item 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,400,000 (see Item 5) |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7% (see Item 5) |
|||
| 14 | TYPE OF REPORTING PERSON*
CO |
| * | See instructions before filling out! |
| CUSIP NO. 375766102 | SCHEDULE 13D/A | PAGE 15 OF 20 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Wesco-Financial Insurance Company |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
WC, AF |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Nebraska corporation |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 8 SHARED VOTING POWER
6,400,000 (see Item 5) 9 SOLE DISPOSITIVE POWER
0 10 SHARED DISPOSITIVE POWER
6,400,000 (see Item 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,400,000 (see Item 5) |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7% (see Item 5) |
|||
| 14 | TYPE OF REPORTING PERSON*
IC |
| * | See instructions before filling out! |
| CUSIP NO. 375766102 | SCHEDULE 13D/A | PAGE 16 OF 20 PAGES |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Warren E. Buffett |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | SOURCE OF FUNDS
AF, PF, OO |
|||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
|
¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. citizen |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER
0 (see Item 5) 8 SHARED VOTING POWER
100,980,000 (see Item 5) 9 SOLE DISPOSITIVE POWER
0 (see Item 5) 10 SHARED DISPOSITIVE POWER
100,980,000 (see Item 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,980,000 (see Item 5) |
|||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2% (see Item 5) |
|||
| 14 | TYPE OF REPORTING PERSON*
IN |
| * | See instructions before filling out! |
| CUSIP NO. 375766102 | SCHEDULE 13D/A | PAGE 17 OF 20 PAGES |
This Amendment No. 8 is filed with respect to the Common Stock of The Gillette Company (“Gillette”), solely to report the Gillette Common Stock ownership and transaction information required by Item 5 of this Schedule 13D with respect to the executive officers and directors of the Reporting Persons (as defined herein) that was not available at the time Amendment No. 7 to this Schedule 13D was filed on January 28, 2005.
Item 5 of this Schedule 13D is amended to replace sections (a)-(b) with the following:
(a)-(b) The following table sets forth the aggregate number of shares of Common Stock held of record by each Reporting Person and the approximate percentage of the outstanding Common Stock such shares represent:
| Reporting Person |
Shares |
Approximate Percentage2 |
|||
| NICO |
60,000,000 | 6.1 | % | ||
| NFMIC |
6,400,000 | 0.7 | % | ||
| Columbia |
20,800,000 | 2.1 | % | ||
| NLFIC |
800,000 | 0.1 | % | ||
| Cypress |
1,600,000 | 0.2 | % | ||
| WFIC |
6,400,000 | 0.7 | % | ||
| Government Employees Insurance Company |
4,980,000 | 0.5 | % |
Reporting Persons not listed in the table above do not hold any Common Stock of record. However, such Reporting Persons may be deemed to beneficially own some or all of the Common Stock listed in the table above by virtue of their ownership or control of the Reporting Persons which hold Common Stock of
| 2 | Calculation of percentage ownership herein is based on 990,111,879 shares of Common Stock outstanding as of January 25, 2005, as reported to Berkshire Hathaway by Gillette. |
| CUSIP NO. 375766102 | SCHEDULE 13D/A | PAGE 18 OF 20 PAGES |
record and National Indemnity Company may be deemed to beneficially own the Common Stock owned of record by Government Employees Insurance Company.3 In particular, each Reporting Person listed in the table above may be deemed to share voting and dispositive power over the shares of Common Stock held of record by such Reporting Person with each other Reporting Person that is within the same chain of ownership or control of such Reporting Person.
Berkshire, as the ultimate parent of the Berkshire Entities, thus may be deemed to beneficially own, and may be deemed to share voting and dispositive power over, in the aggregate, 100,980,000 shares of Common Stock, or approximately 10.2% of the outstanding Common Stock.
Because Mr. Buffett may be deemed to control Berkshire, he may be deemed to beneficially own, and may be deemed to share voting and dispositive power over, the 100,980,000 shares of Common Stock that may be deemed to be beneficially owned by Berkshire. Accordingly, Mr. Buffett may be deemed to beneficially own, in the aggregate, 100,980,000 shares of Common Stock, or approximately 10.2% of the outstanding Common Stock.
Other than as set forth above, none of the Reporting Persons beneficially own any Common Stock.
David S. Gottesman, a director of Berkshire, himself does not own any shares of Gillette, but by virtue of his position as a senior managing director of First Manhattan Co., he may be deemed to be the beneficial owner of 778,025 shares (or 0.1% of the outstanding Common Stock) held in customer accounts at First Manhattan Co. as to which he may be deemed to have shared power to vote and/or shared power of disposition.
Robert E. Denham, a director of Wesco Financial Corporation, beneficially owns 7,200 shares of Gillette Common Stock (or less than 0.1% of the outstanding Common Stock). Mr. Denham has sole voting and dispositive power over such shares.
Item 5(c) of this Schedule 13D is amended to add the following:
(c) Government Employees Insurance Company acquired 2,000,000 shares of Gillette Common Stock on February 2, 2005 in a privately negotiated transaction with a single seller at a price of $50.71 per share.
No other Reporting Person acquired any shares of Gillette Common Stock during the past 60 days.
During the past 60 days, the following sales of shares of Gillette were effected in open market transactions in customer accounts at First Manhattan Co. as to which David S. Gottesman may be deemed to have shared power to vote and/or shared power of disposition:
1,000 shares at $44.45 per share on December 7, 2004
120 shares at $44.64 per share on January 3, 2005
300 shares at $44.70 per share on January 14, 2005
1,500 shares at $44.88 per share on January 20, 2005
85 shares at $50.22 per share on February 1, 2005
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
| Exhibit No. |
Description of Exhibit | |
| E | Agreement to File Schedule 13D Jointly, among the Reporting Persons. | |
| F | Certain information about the Executive Officers and Directors of the Reporting Persons (as restated to update as of the date of this amendment). | |
| 3 | As mentioned previously in Item 2 hereof, (i) WFIC is wholly owned subsidiary of Wesco Holdings; (ii) Wesco Holdings is a wholly owned subsidiary of Wesco; (iii) Wesco is an 80.1%-owned subsidiary of Blue Chip; (iv) Columbia is a wholly owned subsidiary of BH Columbia; (v) Government Employees Insurance Company is a wholly owned subsidiary of GEICO Corporation; (vi) GEICO Corporation is a majority owned subsidiary of NICO; (vii) each of Blue Chip, BH Columbia, Government Employees Insurance Company, GEICO Corporation, NICO, NFMIC, NLFIC and Cypress is a wholly owned subsidiary of OBH; (viii) OBH is a wholly owned subsidiary of Berkshire; and (ix) Mr. Buffett may be deemed to control Berkshire. |
| CUSIP NO. 375766102 | SCHEDULE 13D/A | PAGE 19 OF 20 PAGES |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
Dated: February 4, 2005
| BERKSHIRE HATHAWAY INC. |
OBH, INC. | |||||
| By: |
/S/ MARC D. HAMBURG |
By: |
/S/ MARC D. HAMBURG | |||
| Name: |
Marc D. Hamburg |
Name: |
Marc D. Hamburg | |||
| Title: |
Vice President |
Title: |
Vice President | |||
| NATIONAL INDEMNITY COMPANY |
NATIONAL FIRE AND MARINE INSURANCE COMPANY | |||||
| By: |
/S/ MARK MILLARD |
By: |
/S/ MARK MILLARD | |||
| Name: |
Mark Millard |
Name: |
Mark Millard | |||
| Title: |
Assistant Secretary |
Title: |
Assistant Secretary | |||
| CYPRESS INSURANCE COMPANY |
COLUMBIA INSURANCE COMPANY | |||||
| By: |
/S/ RODNEY ELDRED |
By: |
/S/ MARK MILLARD | |||
| Name: |
Rodney Eldred |
Name: |
Mark Millard | |||
| Title: |
Vice President |
Title: |
Assistant Secretary | |||
| BH COLUMBIA INC. |
NATIONAL LIABILITY & FIRE INSURANCE COMPANY | |||||
| By: |
/S/ MARC D. HAMBURG |
By: |
/S/ MARK MILLARD | |||
| Name: |
Marc D. Hamburg |
Name: |
Mark Millard | |||
| Title: |
President |
Title: |
Assistant Secretary | |||
| BLUE CHIP STAMPS |
WESCO FINANCIAL CORPORATION | |||||
| By: |
/S/ JEFFREY L. JACOBSON |
By: |
/S/ JEFFREY L. JACOBSON | |||
| Name: |
Jeffrey L. Jacobson |
Name: |
Jeffrey L. Jacobson | |||
| Title: |
Vice President |
Title: |
Vice President | |||
| WESCO HOLDINGS MIDWEST, INC. |
WESCO-FINANCIAL INSURANCE COMPANY | |||||
| By: |
/S/ MARC D. HAMBURG |
By: |
/S/ MARK MILLARD | |||
| Name: |
Marc D. Hamburg |
Name: |
Mark Millard | |||
| Title: |
Treasurer |
Title: |
Assistant Secretary | |||
| WARREN E. BUFFETT |
GOVERNMENT EMPLOYEES INSURANCE COMPANY | |||||
| /S/ WARREN E. BUFFETT |
By: |
/S/ CHARLES R. DAVIES | ||||
|
GEICO CORPORATION |
Name: Title: |
Charles R. Davies Senior Vice President | ||||
| By: |
/S/ CHARLES R. DAVIES |
|||||
| Name: |
Charles R. Davies |
|||||
| Title: |
Senior Vice President |
|||||
| CUSIP NO. 375766102 | SCHEDULE 13D/A | PAGE 20 OF 20 PAGES |
EXHIBIT INDEX
| Exhibit No. |
Description of Exhibit | |
| E | Agreement to File Schedule 13D Jointly, among the Reporting Persons. | |
| F | Certain information about the Executive Officers and Directors of the Reporting Persons (as restated to update as of the date of this amendment). | |
Exhibit E
AGREEMENT TO FILE SCHEDULE 13D JOINTLY
(as required by Item 7 of Schedule 13D)
The undersigned persons hereby agree that reports on Schedule 13D, and any amendments thereto, may be filed in a single statement on behalf of all such persons, and further, each such person designates Marc D. Hamburg as its agent and attorney-in-fact for the purpose of executing any and all such reports required to be made by it with the Securities and Exchange Commission.
Dated: February 4, 2005
| BERKSHIRE HATHAWAY INC. | OBH, INC. | |||||||
| By: | /S/ MARC D. HAMBURG |
By: | /S/ MARC D. HAMBURG | |||||
| Name: Marc D. Hamburg |
Name: Marc D. Hamburg | |||||||
| Title: Vice President |
Title: Vice President | |||||||
| NATIONAL INDEMNITY COMPANY | NATIONAL FIRE AND MARINE INSURANCE COMPANY | |||||||
| By: | /S/ MARK MILLARD |
By: | /S/ MARK MILLARD | |||||
| Name: Mark Millard |
Name: Mark Millard | |||||||
| Title: Assistant Secretary |
Title: Assistant Secretary | |||||||
| CYPRESS INSURANCE COMPANY | COLUMBIA INSURANCE COMPANY | |||||||
| By: | /S/ RODNEY ELDRED |
By: | /S/ MARK MILLARD | |||||
| Name: Rodney Eldred |
Name: Mark Millard | |||||||
| Title: Vice President |
Title: Assistant Secretary | |||||||
| BH COLUMBIA INC. | NATIONAL LIABILITY & FIRE INSURANCE COMPANY | |||||||
| By: | /S/ MARC D. HAMBURG |
By: | /S/ MARK MILLARD | |||||
| Name: Marc D. Hamburg |
Name: Mark Millard | |||||||
| Title: President |
Title: Assistant Secretary | |||||||
| BLUE CHIP STAMPS | WESCO FINANCIAL CORPORATION | |||||||
| By: | /S/ JEFFREY L. JACOBSON |
By: | /S/ JEFFREY L. JACOBSON | |||||
| Name: Jeffrey L. Jacobson |
Name: Jeffrey L. Jacobson | |||||||
| Title: Vice President |
Title: Vice President | |||||||
| WESCO HOLDINGS MIDWEST, INC. | WESCO-FINANCIAL INSURANCE COMPANY | |||||||
| By: | /S/ MARC D. HAMBURG |
By: | /S/ MARK MILLARD | |||||
| Name: Marc D. Hamburg |
Name: Mark Millard | |||||||
| Title: Treasurer |
Title: Assistant Secretary | |||||||
| WARREN E. BUFFETT | GOVERNMENT EMPLOYEES INSURANCE COMPANY | |||||||
| /S/ WARREN E. BUFFETT |
By: | /S/ CHARLES R. DAVIES | ||||||
| Name: Charles R. Davies | ||||||||
| Title: Senior Vice President | ||||||||
| GEICO CORPORATION | ||||||||
| By: | /S/ CHARLES R. DAVIES |
|||||||
| Name: Charles R. Davies |
||||||||
| Title: Senior Vice President |
||||||||
Exhibit F
CERTAIN INFORMATION ABOUT THE EXECUTIVE OFFICERS AND DIRECTORS OF THE REPORTING PERSONS
Set forth below is information about (i) the name and title of each executive officer and director of the Berkshire Entities, (ii) his or her business address, and (iii) his or her present principal occupation or employment, and the name, principal business, and address of any corporation or other organization in which such employment is conducted (to the extent that the principal business and address of such corporation or organization are not already disclosed in Item 2 of this Schedule 13D).
| (1) | Berkshire Hathaway Inc. (“Berkshire”) |
The executive officers of Berkshire are Warren E. Buffett, Chairman and Chief Executive Officer, Charles T. Munger, Vice Chairman, and Marc D. Hamburg, Vice President and Chief Financial Officer. The directors of Berkshire are Warren E. Buffett, Charles T. Munger, Howard G. Buffett, Malcolm G. Chace, William H. Gates, David S. Gottesman, Charlotte Guyman, Donald R. Keough, Thomas S. Murphy, Ronald L. Olson, and Walter Scott, Jr.
| (2) | OBH, Inc. (“OBH”) |
The executive officers of OBH are Warren E. Buffett, Chairman and Chief Executive Officer, Charles T. Munger, Vice Chairman, and Marc D. Hamburg, Vice President and Treasurer. The directors of OBH are Warren E. Buffett, Marc D. Hamburg, and Forrest N. Krutter.
| (3) | National Indemnity Company (“NICO”) |
The executive officers of NICO are Donald F. Wurster, President, Ajit Jain, Executive Vice President, Phillip M. Wolf, Senior Vice President, Dale Geistkemper, Treasurer, and Forrest N. Krutter, Senior Vice President. The directors of NICO are Donald F. Wurster, Phillip M. Wolf, Marc D. Hamburg, Forrest N. Krutter, Warren E. Buffett, Michael A. Goldberg, and Mark D. Millard.
| (4) | Nebraska Fire and Marine Insurance Company (“NFMIC”) |
The executive officers of NFMIC are Donald F. Wurster, President, Phillip M. Wolf, Senior Vice President, Dale Geistkemper, Treasurer, and Forrest N. Krutter, Senior Vice President. The directors of NFMIC are Donald F. Wurster, Marc D. Hamburg, Forrest N. Krutter, Warren E. Buffett, and Michael A. Goldberg.
| (5) | Cypress Insurance Company (“Cypress”) |
The executive officer of Cypress is Rodney Eldred, President. The directors of Cypress are Rodney Eldred, Michael A. Goldberg, and Brad Kinstler.
- F1 -
| (6) | Columbia Insurance Company (“Columbia”) |
The executive officers of Columbia are Donald F. Wurster, President, Phillip M. Wolf, Senior Vice President, Dale Geistkemper, Treasurer, and Forrest N. Krutter, Senior Vice President. The directors of Columbia are Donald F. Wurster, Marc D. Hamburg, Forrest N. Krutter, Warren E. Buffett, and Michael A. Goldberg.
| (7) | BH Columbia Inc. (“BH Columbia”) |
The executive officers of BH Columbia are Marc D. Hamburg, President, and Daniel J. Jaksich, Treasurer. The directors of BH Columbia are Marc D. Hamburg, Daniel J. Jaksich, Forrest N. Krutter, and Mark D. Millard.
| (8) | National Liability & Fire Insurance Company (“NLFIC”) |
The executive officers of NLFIC are Donald F. Wurster, President, Ajit Jain, Executive Vice President, and Dale Geistkemper, Treasurer. The directors of NLFIC are Donald F. Wurster, Marc D. Hamburg, Warren E. Buffett, Michael A. Goldberg, Forrest N. Krutter, Brian Snover, and Phillip M. Wolf.
| (9) | Blue Chip Stamps (“Blue Chip”) |
The executive officers of Blue Chip are Charles T. Munger, Chairman, Robert H. Bird, President, and Jeffrey L. Jacobson, Vice President and Chief Financial Officer. The directors of Blue Chip are Charles T. Munger, Robert H. Bird, and Jeffrey L. Jacobson.
| (10) | Wesco Financial Corporation (“Wesco”) |
The executive officers of Wesco are Charles T. Munger, Chairman, Robert H. Bird, President, Jeffrey L. Jacobson, Vice President and Chief Financial Officer, and Robert E. Sahm, Vice President. The directors of Wesco are Charles T. Munger, Robert H. Bird, Carolyn H. Carlburg, Robert E. Denham, Robert T. Flaherty, Peter D. Kaufman and Elizabeth Casper Peters.
| (11) | Wesco Holdings Midwest, Inc. (“Wesco Holdings”) |
The executive officers of Wesco Holdings are Michael A. Goldberg, President, and Marc D. Hamburg, Treasurer. The directors of Wesco Holdings are Michael A. Goldberg, Marc D. Hamburg, and Warren E. Buffett.
| (12) | Wesco-Financial Insurance Company (“WFIC”) |
The executive officers of WFIC are Michael A. Goldberg, President, and Dale Geistkemper, Treasurer. The directors of WFIC are Michael A. Goldberg, Dale Geistkemper, Warren E. Buffett, Marc D. Hamburg, and Forrest N. Krutter.
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| (13) | GEICO Corporation |
The executive officers of GEICO Corporation are Olza M. Nicely, President and Chief Executive Officer-Insurance Operations, Louis A. Simpson, President and Chief Executive Officer-Capital Operations, Charles R. Davies, Senior Vice President and General Counsel and Thomas A. Wells, Senior Vice President and Chief Financial Officer. The directors of GEICO Corporation are Warren E. Buffett, Marc D. Hamburg, and Forrest N. Krutter.
| (14) | Government Employees Insurance Company |
The executive officers of Government Employees Insurance Company are Olza M. Nicely, President and Chief Executive Officer, Charles R. Davies, Senior Vice President and General Counsel, Thomas A. Wells, Senior Vice President and Chief Financial Officer, William E. Roberts, Vice President. The directors of GEICO Corporation are Charles R. Davies, John J. Geer, Donald R. Lyons, Robert M. Miller, Olza M. Nicely, William E. Roberts, David L. Schindler, and Thomas M. Wells.
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| Name |
Principal Occupation |
Business Address | ||
| Robert H. Bird | President of Wesco | 301 East Colorado Boulevard, Suite 300, Pasadena, California 91101 | ||
| Howard G. Buffett | President of Buffett Farms and BioImages, a photography and publishing company | 407 Southmoreland Place, Decatur, Illinois 62521, which is the same address for Buffett Farms and BioImages | ||
| Warren E. Buffett | Chairman and Chief Executive Officer of Berkshire | 1440 Kiewit Plaza, Omaha, Nebraska 68131 | ||
| Carolyn H. Carlburg | Attorney in private practice | 1040 North Lincoln Avenue, 2nd Floor, Pasadena, California 91103 | ||
| Malcolm G. Chace | Chairman of the Board of Directors of BankRI, a community bank located in Rhode Island | One Providence Washington Plaza, Providence, Rhode Island 02903, which is the same address for BankRI | ||
| Charles R. Davies | Senior Vice President and General Counsel of GEICO Corporation | One GEICO Plaza Washington, D.C. 20076 | ||
| Robert E. Denham | Partner in the law firm of Munger, Tolles & Olson LLP | 355 South Grand Avenue, 35th Floor, Los Angeles, California 90071-1560 | ||
| Rodney Eldred | President of Cornhusker Casualty Company, the principal business of which is the property and casualty insurance business | 9290 West Dodge Road, Omaha, Nebraska 68114, which is the same address for Cornhusker Casualty Company | ||
| Robert T. Flaherty | Personal investments | 301 East Colorado Boulevard, Suite 300, Pasadena, California 91101 | ||
- F4 -
| Name |
Principal Occupation |
Business Address | ||
| William H. Gates | Chairman of Microsoft Corporation, a software Company | One Microsoft Way Redmond, WA 98032 | ||
| John J. Geer | Vice President, Government Employees Insurance Company | One GEICO Plaza Washington, D.C. 20076 | ||
| Dale Geistkemper | Treasurer of National Indemnity Company | 3024 Harney Street, Omaha, Nebraska 68131 | ||
| Michael A. Goldberg | President of Berkshire Hathaway Credit Corp., which is engaged in commercial real estate financing | 1440 Kiewit Plaza, Omaha, Nebraska 68131, which is the same address for Berkshire Hathaway Credit Corp. | ||
| David S. Gottesman | Senior Managing Director of First Manhattan Company, an investment Advisory firm | 437 Madison Avenue New York, NY 10022 | ||
| Charlotte Guyman | Chairman of Finance Committee of Board of Directors of UW Medicine, an academic medical center | 3224 78th Place NE Medina, WA 98039 | ||
| Marc D. Hamburg | Vice President and Chief Financial Officer of Berkshire | 1440 Kiewit Plaza, Omaha, Nebraska 68131 | ||
| Jeffrey L. Jacobson | Vice President and Chief Financial Officer of Wesco | 301 East Colorado Boulevard, Suite 300, Pasadena, California 91101 | ||
- F5 -
| Name |
Principal Occupation |
Business Address | ||
| Ajit Jain | Executive Vice President of NICO | 3024 Harney Street, Omaha, Nebraska 68131 | ||
| Daniel J. Jaksich | Controller of Berkshire | 1440 Kiewit Plaza, Omaha, Nebraska 68131 | ||
| Peter Kaufman | Chairman and CEO of Glenair Inc. | 301 East Colorado Boulevard, Suite 300, Pasadena, California 91101 | ||
| Donald R. Keough | Chairman of Allen and Company Incorporated, an investment banking firm | DMK International 200 Galleria Parkway Atlanta, Georgia 30339 | ||
| Brad Kinstler | President of Fechheimers Brothers Company, which is engaged in the manufacture of uniforms | 4545 Malsbary Road, Cincinnati, Ohio 45242, which is the same address for Fechheimers Brothers Company | ||
| Forrest N. Krutter | Secretary of Berkshire | 1440 Kiewit Plaza, Omaha, Nebraska 68131 | ||
| Donald R. Lyons | Vice President, Government Employees Insurance Company | One GEICO Plaza Washington, D.C. 20076 | ||
| Mark D. Millard | Director of Financial Assets of Berkshire | 1440 Kiewit Plaza, Omaha, Nebraska 68131 | ||
| Robert M. Miller | Vice President, Government Employees Insurance Company | One GEICO Plaza Washington, D.C. 20076 | ||
- F6 -
| Name |
Principal Occupation |
Business Address | ||
| Charles T. Munger | Vice Chairman of Berkshire | 355 South Grand Avenue, 34th Floor, Los Angeles, California 90071-1560 | ||
| Thomas S. Murphy | Former Chairman and CEO Of Capital Cities/ABC | c/o ABC Inc. 77 West 66th Street New York, NY 10023 | ||
| Olza M. Nicely | President and CEO- Insurance Operations, GEICO Corporation | One GEICO Plaza Washington, D.C. 20076 | ||
| Ronald L. Olson | Partner in the law firm of Munger, Tolles & Olson LLP | 355 South Grand Avenue, 35th Floor, Los Angeles, California 90071-1560 | ||
| Elizabeth Casper Peters | Engaged in personal investments | 301 East Colorado Boulevard, Suite 300, Pasadena, California 91101 | ||
| William E. Roberts | Vice President, Government Employees Insurance Company | One GEICO Plaza Washington, D.C. 20076 | ||
| Robert E. Sahm | Vice President of Wesco | 301 East Colorado Boulevard, Suite 300, Pasadena, California 91101 | ||
| David L. Schindler | Vice President, Government Employees Insurance Company | One GEICO Plaza Washington, D.C. 20076 | ||
| Walter Scott, Jr. | Chairman of the Board of Directors of Level 3 Communications, Inc., which is engaged in telecommunications and computer outsourcing | 1025 El Dorado Boulevard, Broomfield, Colorado 80021, which is the same address for Level 3 Communications, Inc. | ||
| Louis A. Simpson | President and CEO- Capital Operations, GEICO Corporation | P.O. Box 1943 Rancho Santa Fe, CA 92067 | ||
| Brian Snover | Vice President of NICO | 3024 Harney Street, Omaha, Nebraska 68131 | ||
| Thomas M. Wells | Senior Vice President and Chief Financial Officer of GEICO Corporation | One GEICO Plaza Washington, D.C. 20076 | ||
| Phillip M. Wolf | Senior Vice President of NICO | 3024 Harney Street, Omaha, Nebraska 68131 | ||
| Donald F. Wurster | President of NICO | 3024 Harney Street, Omaha, Nebraska 68131 | ||
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