-----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, PjgzLh3bzLC7FHl/+JvJbdPjIEOaRNOujaqjHlEmp6Pf4t8jNwdWoZ2jq9m3YCvv X4CYui/ngrjTYAg8fanbsg== 0001193125-10-032124.txt : 20100216 0001193125-10-032124.hdr.sgml : 20100215 20100216145835 ACCESSION NUMBER: 0001193125-10-032124 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100212 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERKSHIRE HATHAWAY INC CENTRAL INDEX KEY: 0001067983 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 470813844 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14905 FILM NUMBER: 10606693 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 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

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) February 12, 2010

 

 

BERKSHIRE HATHAWAY INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

 

 

DELAWARE   001-14905   47-0813844

(STATE OR OTHER JURISDICTION

OF INCORPORATION)

   (COMMISSION FILE NUMBER)  

(I.R.S. EMPLOYER

IDENTIFICATION NO.)

 

3555 Farnam Street

Omaha, Nebraska

   68131
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)   (ZIP CODE)

(402) 346-1400

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE

 

 

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01. Other Events.

On February 12, 2010, pursuant to the Agreement and Plan of Merger, dated as of November 2, 2009, by and among Berkshire Hathaway Inc. (“Berkshire”), Burlington Northern Santa Fe Corporation (“BNSF”) and R Acquisition Company, LLC, a wholly owned subsidiary of Berkshire (“Merger Sub”), BNSF merged with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of Berkshire. Upon consummation of the merger, Merger Sub changed its name to “Burlington Northern Santa Fe, LLC”.

Berkshire issued a press release announcing the closing of the merger, which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits

99.1     Press Release issued by Berkshire dated February 12, 2010

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.

 

February 16, 2010     BERKSHIRE HATHAWAY INC.
    By:   

/s/    MARC D. HAMBURG        

      

Marc D. Hamburg

Senior Vice President and Chief Financial Officer

Exhibit Index

 

99.1     Press Release issued by Berkshire dated February 12, 2010
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

Berkshire and BNSF Close Merger and Berkshire Reports Final Election Results

OMAHA, Neb.—(BUSINESS WIRE)—Berkshire Hathaway Inc. (NYSE: BRK.A; BRK.B):

Berkshire Hathaway Inc. (“Berkshire”) today announced the closing of the merger of Burlington Northern Santa Fe Corporation (“BNSF”) with and into a subsidiary of Berkshire. Berkshire also announced the final results for the merger consideration elections made by BNSF shareholders.

The exchange agent for the merger, Wells Fargo Shareowner Services, has calculated that of the 264,507,424 shares of BNSF common stock outstanding as of the effective time of the merger (which excludes shares of BNSF common stock owned by Berkshire and its subsidiaries, all of which were canceled without payment at the effective time), cash elections were made with respect to 108,054,170 shares, or 40.85%, and stock elections were made with respect to 114,692,846, or 43.36%. “No election” was made, or deemed to have been made, with respect to the remaining shares.

Based on the election results and the terms of the merger agreement:

 

•  

for all BNSF shares for which cash elections were made, shareholders will receive cash;

 

•  

for all BNSF shares for which “no election” was made, or deemed to have been made, shareholders will receive cash; and

 

•  

for all BNSF shares for which stock elections were made, shareholders will receive approximately 92.25% of their consideration in Berkshire stock and the remainder in cash.

In the aggregate, Berkshire will pay approximately $15.87 billion in cash and issue approximately 80,932 shares of Berkshire Class A Common Stock and approximately 21 million shares of Berkshire Class B Common Stock pursuant to the merger.

About Berkshire

Berkshire and its subsidiaries engage in diverse business activities including property and casualty insurance and reinsurance, utilities and energy, freight rail transportation, finance, manufacturing, retailing and services.

Contacts

Berkshire Hathaway Inc.

Marc D. Hamburg, 402-346-1400

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