-----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, MStmNmlmTQBZU5zWK2jIRv9mLXgwAR3vz/+pJf5V0Q2Q7Slpfk4NUN/3M/k/Etl3 uTgpkkTvuXreQWaXCzf5Vg== 0000950150-96-001457.txt : 19961202 0000950150-96-001457.hdr.sgml : 19961202 ACCESSION NUMBER: 0000950150-96-001457 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 5 033-30570 FILED AS OF DATE: 19961126 EFFECTIVENESS DATE: 19961126 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERKSHIRE HATHAWAY INC /DE/ CENTRAL INDEX KEY: 0000109694 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 042254452 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-16771 FILM NUMBER: 96672109 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 S-3MEF 1 FORM S-3 1 As filed with the Securities and Exchange Commission on November 26, 1996 Registration No. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------- BERKSHIRE HATHAWAY INC. (Exact name of Registrant as specified in its charter) -------------------- Delaware 04-2254452 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 1440 Kiewit Plaza Omaha, Nebraska 68131 (402) 346-1400 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) -------------------- Marc D. Hamburg Berkshire Hathaway Inc. 1440 Kiewit Plaza Omaha, Nebraska 68131 (402) 346-1400 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) -------------------- Copies To: R. Gregory Morgan Alan L. Beller, Esq. John W. White Munger, Tolles & Olson Cleary, Gottlieb, Steen & Hamilton Cravath, Swaine & Moore 355 South Grand Avenue One Liberty Plaza 825 Eighth Avenue Los Angeles, California 90071 New York, New York 10006 New York, New York 10019 (213) 683-9100 (212) (212) 474-1000
-------------------- APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 33-30570 --------- If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] -------------- If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
================================================================================================================================ Title of Each Proposed Maximum Proposed Maximum Amount of Class of Securities Amount to be Offering Price Aggregate Registration to be Registered Registered Per Unit Offering Price Fee - ------------------------------------------------------------------------------------------------------------------------------- 1.00% Senior Exchangeable Notes Due --- (1) --- (1) $53,890,000 $16,331(2) December 2, 2001 ================================================================================================================================
(1) Consistent with Rule 457(0), this information is not required. (2) This registration statement filed pursuant to Rule 462(b) relates to an offering of 1.00% Senior Exchangeable Notes Due December 2, 2001 with a maximum aggregate offering price of $453,890,000. The registration fee for $400,000,000 of such maximum aggregate offering price was paid upon filing the earlier effective registration statement for the offering. 2 The contents of the Registrant's Registration Statement on Form S-3 (File No. 33-30570), as amended by Post-Effective Amendments Nos. 1 and 2, with respect to the Registrant's 1.00% Senior Exchangeable Notes Due December 2, 2001 being registered hereby, are incorporated by reference into this Registration Statement filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended. -1- 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement filed pursuant to Rule 462(b) of the Act to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on November 25, 1996. BERKSHIRE HATHAWAY INC. By /s/ MARC D. HAMBURG --------------------------------- Marc D. Hamburg Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement filed pursuant to Rule 462(b) of the Act has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ Warren E. Buffett Chairman of the Board and November 25, 1996 - ------------------------------ Director (principal executive Warren E. Buffett officer) /s/ Marc D. Hamburg Vice President and Chief November 25, 1996 - ------------------------------- Financial Officer (principal Marc D. Hamburg financial officer) /s/ Daniel J. Jaksich Controller (principal November 25, 1996 - ------------------------------- accounting officer) Daniel J. Jaksich Vice-Chairman of the Board and November __, 1996 - ------------------------------- Director Charles T. Munger * Director November 25, 1996 - ------------------------------- Susan T. Buffett * Director November 25, 1996 - ------------------------------- Malcolm G. Chace, III * Director November 25, 1996 - ------------------------------- Walter Scott, Jr. * Director November 25, 1996 - ------------------------------- Howard G. Buffett
* By /s/ Warren E. Buffett ------------------------------- Warren E. Buffett Attorney-in-Fact pursuant to Power of Attorney previously filed as an exhibit to the Registrant's Registration Statement on Form S-3 (File No. 33-30570) 4 EXHIBIT INDEX
EXHIBIT NUMBER - ------ 1 -- Form of Underwriting Agreement* 4 -- Indenture dated as of December 1, 1987 between Berkshire Hathaway Inc. and State Street Bank and Trust Company (as successor trustee to The First National Bank of Boston), Trustee* 5 -- Opinion of Counsel 8 -- Opinion re Tax Matters 12 -- Statement re Computation of Ratios* 23.1 -- Consent of Deloitte & Touche LLP 23.2 -- Consent of Coopers & Lybrand L.L.P. 23.3 -- Consent of Munger, Tolles & Olson (included in Exhibit 5 and in Exhibit 8) 24 -- Power of attorney* 26 -- Statement of Eligibility of Trustee for the Debt Securities*
- ---------- * Incorporated by reference from the registrant's Registration Statement on Form S-3 (file no. 33-30570). EX-5 2 OPINION OF COUNSEL 1 EXHIBIT 5 November 25, 1996 Berkshire Hathaway Inc. 1440 Kiewit Plaza Omaha, Nebraska 68131 Dear Sirs: We have acted as counsel to Berkshire Hathaway Inc., a Delaware corporation (the "Company"), in the preparation of its Post-Effective Amendment Nos. 1 and 2 (the "Post-Effective Amendment") to its registration statement (No. 33-30570) on Form S-3 (the "Prior Registration Statement") covering $400,000,000 in proposed maximum aggregate offering price of debt securities (the "Debt Securities") which the Company has filed with, and which have been declared effective by, the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of an offering of Debt Securities. We have also acted as counsel to the Company in connection with its registration statement on Form S-3 filed under Rule 462(b) of the Securities Act (the "Rule 462(b) Registration Statement") covering an additional $53,890,000 in proposed maximum aggregate offering price of Debt Securities of the same class as were included in the Prior Registration Statement (the "Additional Debt Securities"). For the purpose of rendering this opinion, we have made such legal and factual examinations as we have deemed necessary. We have examined, among other things, the Company's Certificate of Incorporation and Bylaws and records of corporate proceedings. We have also examined the indenture dated as of December 1, 1987, between the Company and The First National Bank of Boston, as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture to be entered into between the Company and the Trustee (the indenture dated as of December 1, 1987, as supplemented from time to time, is referred to herein as the "Indenture"), pursuant to which the Debt Securities and Additional Debt Securities are to be issued, and have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee and that the First Supplemental Indenture referred to above will be duly authorized, executed and delivered by each of the Company and the Trustee. We further assume that, in connection with the issuance and sale of any Debt Securities and Additional Debt Securities which may be exchanged for securities of another issuer, such other issuer shall have taken any and all necessary and appropriate steps to enable the Company to deliver securities of such other issuer upon such exchange. On the basis of the foregoing examinations, the assumptions contained herein and such other matters of fact and questions of law as we have deemed necessary, and in reliance thereon, we are of the opinion that, when the Rule 462(b) Registration Statement has become effective under the Securities Act and the Additional Debt Securities have been duly executed by the Company, authenticated by the Trustee and issued and sold as contemplated in the Rule 462(b) Registration Statement, the Additional Debt Securities will be legal, valid and binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equitable principles. The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of California and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to the Indenture and the Securities, which are stated to be governed by the laws of the State of New York, we have assumed with your consent that such laws are the same as the laws of the State of California with respect to the legal, valid and binding nature of the Debt Securities. We hereby consent to the references to our firm under the caption "Validity of Notes" in the prospectus supplement contained in the Prior Registration Statement and incorporated into the Rule 462(b) Registration Statement and in the prospectus contained or incorporated therein under the caption "Legal Opinions." In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, MUNGER, TOLLES & OLSON EX-8 3 OPINION RE: TAX MATTERS 1 Exhibit 8 [MUNGER, TOLLES & OLSON LETTERHEAD] November 26, 1996 Berkshire Hathaway Inc. 1440 Kiewit Plaza Omaha, Nebraska 68131 Gentlemen: You have requested our opinion regarding the United States federal income tax characterization of the Notes being offered in connection with the Registration Statement on Form S-3 (the "Registration Statement") filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), and related to the Registration Statement on Form S-3, Registration No. 33-30570, as filed with the Securities and Exchange Commission (the "Commission"), on August 30, 1989 by Berkshire Hathaway Inc., as amended by Post-Effective Amendment No. 2 to the Form S-3, filed on November 22, 1996. Terms used herein and not otherwise defined herein shall have the same meaning as in the Registration Statement. In rendering our opinion, we have reviewed the Registration Statement and such other materials as we have deemed necessary or appropriate as a basis for our opinion. In addition, we have considered the applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations promulgated thereunder by the Treasury Department (the "Regulations"), pertinent judicial authorities, rulings of the Internal Revenue Service (the "IRS") and such other authorities as we have considered relevant, in each case, in effect on the date hereof. It should be noted that such Code, Regulations, judicial decisions, 2 Exhibit 8 [MUNGER, TOLLES & OLSON LETTERHEAD] Berkshire Hathaway Inc. November 26, 1996 Page 2 administrative interpretations and such other authorities are subject to change at any time and, in some circumstances, with retroactive effect. A material change in any of the materials or authorities upon which our opinion is based could affect our conclusions stated herein. There can be no assurance that a contrary position will not asserted by the IRS. Based upon the foregoing, it is our opinion that the Notes will be treated as single debt instruments subject to recently issued U.S. Treasury regulations governing contingent payment debt instruments. This opinion is being furnished in connection with the Registration Statement. Any variation or difference in the facts from those set forth in the Registration Statement may affect the conclusions stated herein. We hereby consent to the use of our name under the caption "Certain United States Federal Income Tax Considerations" incorporated into the Registration Statement and to the filing of this opinion as an Exhibit to the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. Very truly yours, Munger, Tolles & Olson EX-23.1 4 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Berkshire Hathaway Inc. on Form S-3 filed pursuant to Rule 462(b) under the Securities Act of 1933 relating to its Registration Statement on Form S-3 (No. 33- 30570), of our report on schedules dated March 8, 1996 appearing in the Annual Report on Form 10-K of Berkshire Hathaway Inc. for the year ended December 31, 1995, and our report dated March 8, 1996 (July 16, 1996 as to the restatement described in Note 1(a) to the financial statements) appearing in the Current Report on Form 8-K of Berkshire Hathaway Inc. filed July 26, 1996, and to the reference to us under the heading "Experts" in the Prospectus which is incorporated into this Registration Statement. Deloitte & Touche LLP Omaha, Nebraska November 25, 1996 EX-23.2 5 CONSENT OF COOPERS & LYBRAND LLP 1 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Berkshire Hathaway Inc. on Form S-3 filed pursuant to Rule 462(b) under the Securities Act of 1933 relating to its registration Statement on Form S-3 (No. 33-30570), of our report dated February 16, 1996, on our audits of the consolidated financial statements of GEICO Corporation and subsidiaries as of December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994 and 1993, which report is incorporated by reference into the Current Report on Form 8-K of Berkshire Hathaway Inc. filed March 27, 1996, and to the reference to us under the heading "Experts" in the Prospectus which is incorporated into this Registration Statement. Coopers & Lybrand L.L.P. Washington, D.C. November 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----