0000898430-01-502414.txt : 20011008 0000898430-01-502414.hdr.sgml : 20011008 ACCESSION NUMBER: 0000898430-01-502414 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010917 GROUP MEMBERS: BX MERGER SUB INC GROUP MEMBERS: WARREN E. BUFFETT FILED BY: 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: SC TO-T/A 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 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: XTRA CORP /DE/ CENTRAL INDEX KEY: 0000217591 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 060954158 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-15983 FILM NUMBER: 1739132 BUSINESS ADDRESS: STREET 1: 200 NYALA FARMS ROAD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2032211005 MAIL ADDRESS: STREET 1: 200 NYALA FARMS ROAD CITY: WESTPORT STATE: CT ZIP: 06880 SC TO-T/A 1 dsctota.txt SCHEDULE TO-T AMENDMENT NO 3 - FINAL AMENDMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________ SCHEDULE TO/A (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3 (FINAL AMENDMENT)) AND 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. 1) ________________________ XTRA CORPORATION (Name of Subject Company (Issuer)) BX MERGER SUB INC. (OFFEROR) BERKSHIRE HATHAWAY INC. (OFFEROR PARENT) (Names of Filing Persons (identifying status as offeror, issuer or other person)) COMMON STOCK, PAR VALUE $0.50 PER SHARE (Title of Class of Securities) 984138107 (CUSIP Number of 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: R. GREGORY MORGAN, 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 -------------------------------------------------------------------------------- $590,100,973 $118,023 -------------------------------------------------------------------------------- * Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of a total of (i) 10,506,973 shares of the outstanding common stock, par value $0.50 per share, of the Subject Company ("Subject Company Common Stock") at an offer price of $55.00 per share and (ii) 1,075,414 shares of Subject Company Common Stock issuable upon exercise of options on Subject Company Common Stock outstanding as of July 30, 2001, and exercisable at an average exercise price of $43.63 per share (according to the Subject Company). -------------------------------------------------------------------------------- [X] 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: $118,023 Form or Registration No.: Schedule TO Filing Party: Berkshire Hathaway Inc. and BX Merger Sub Inc. Date Filed: August 14, 2001 [_] 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. [X] 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: [X] ------------------------------------------------------------------------------- SCHEDULE 13D/A This Amendment No. 1 to Schedule 13D amends the Schedule 13D filed on August 7, 2001, by BX Merger Sub Inc., Berkshire Hathaway Inc., and Warren E. Buffett. ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BX Merger Sub Inc. ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] ------------------------------------------------------------------------------ SEC USE ONLY 3 ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 AF ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 10,188,625 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 10,188,625 ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 10,188,625 ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 Approximately 97.0% ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Berkshire Hathaway Inc. ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] ------------------------------------------------------------------------------ SEC USE ONLY 3 ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 WC ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [_] ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 10,188,625 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 10,188,625 ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 10,188,625 ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 Approximately 97.0% ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 HC, CO ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warren E. Buffett ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] ------------------------------------------------------------------------------ SEC USE ONLY 3 ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 AF ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [_] ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States Citizen ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 10,188,625 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 10,188,625 ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 10,188,625 ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 Approximately 97.0% ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN ------------------------------------------------------------------------------ SCHEDULE TO/A This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed by Berkshire Hathaway Inc., a Delaware corporation ("Berkshire"), and BX Merger Sub Inc., a Delaware corporation ("Purchaser") and wholly owned subsidiary of Berkshire, on August 14, 2001, as amended by (i) Amendment No. 1 to Schedule TO, filed by Berkshire and Purchaser on August 27, 2001, and (ii) Amendment No. 2 to Schedule TO, filed by Berkshire and Purchaser on September 12, 2001 (such Tender Offer Statement on Schedule TO and all amendments thereto collectively constituting the "Schedule TO"). The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding Common Stock, par value $0.50 per share (the "Shares"), of XTRA Corporation, a Delaware corporation (the "Company"), at the purchase price of $55.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase (the "Offer to Purchase") and in the related Letter of Transmittal (which together with the Offer to Purchase, and any amendments and supplements thereto, collectively constitute the "Offer"). ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY Item 8 of the Schedule TO is hereby amended and supplemented by including the following: The Offer expired at 5:00 p.m., Eastern time, on Friday, September 14, 2001. Berkshire and Purchaser were informed by EquiServe Trust Company, N.A., the depositary for the Offer, that approximately 10,188,625 Shares were validly tendered and not withdrawn as of the expiration of the Offer (including 141,053 Shares tendered by notice of guaranteed delivery), representing approximately 97.0% of the issued and outstanding Shares of the Company. Following the expiration of the Offer, Berkshire and Purchaser accepted for payment all Shares validly tendered and not withdrawn pursuant to the Offer. Pursuant to the Agreement and Plan of Merger, dated July 30, 2001, among Berkshire, Purchaser, and the Company, Purchaser intends to cause the Merger (as defined in the Offer to Purchase) to become effective as soon as practicable. In connection with the Merger, each Share issued and outstanding immediately prior to the Effective Time (as defined in the Offer to Purchase) held by stockholders (other than (i) the Company, (ii) any subsidiary of the Company, (iii) Parent, Purchaser or any other wholly owned subsidiary of Berkshire, and (iv) stockholders who have properly exercised their appraisal rights in accordance with Delaware law) will be canceled and converted automatically into the right to receive $55.00 in cash per Share. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented by including the following: (a)(10) Text of joint press release, issued by Berkshire and the Company, dated September 17, 2001. SIGNATURE After due 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. Schedules TO/A and 13D/A BX MERGER SUB INC. By /s/ Marc D. Hamburg ------------------------------------ Name: Marc D. Hamburg Title: President Schedules TO/A and 13D/A BERKSHIRE HATHAWAY INC. By /s/ Marc D. Hamburg ------------------------------------ Name: Marc D. Hamburg Title: Vice President and Chief Financial Officer Schedule 13D/A WARREN E. BUFFETT /s/ Warren E. Buffett ------------------------------------ Dated: September 17, 2001 EXHIBIT INDEX *(a) (1) Offer to Purchase, dated August 14, 2001. *(a) (2) Form of Letter of Transmittal. *(a) (3) Form of Notice of Guaranteed Delivery. *(a) (4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a) (5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a) (6) Text of joint press release issued by Berkshire and the Company dated July 31, 2001 (incorporated by reference from the Tender Offer Statement on Schedule TO filed by Berkshire with the Securities and Exchange Commission on July 31, 2001). *(a) (7) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. *(a) (8) Form of summary advertisement, dated August 14, 2000. *(a) (9) Text of press release issued by Berkshire, dated September 11, 2001. (a) (10) Text of joint press release issued by Berkshire and the Company, dated September 17, 2001. *(d) (1) Agreement and Plan of Merger, dated as of July 30, 2001, among Berkshire, Purchaser and the Company (incorporated herein by reference to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 31, 2001). *(d) (2) Stockholders Agreement, dated as of July 30, 2001, among Berkshire, Purchaser and Julian H. Robertson, Jr., Tiger Management Corporation, Tiger Management L.L.C. and Tiger Performance L.L.C. (incorporated herein by reference to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 31, 2001). * Previously filed EX-99.(A)(10) 3 dex99a10.txt TEXT OF JOINT PRESS RELEASE DATED SEPT 17, 2001 Exhibit (a)(10) FOR IMMEDIATE RELEASE --------------------- Berkshire Hathaway Inc. Subsidiary Successfully Completes Cash Tender Offer For Shares Of XTRA Corporation Omaha, NE and Westport, CT (September 17, 2001) Berkshire Hathaway Inc. (NYSE: BRK.A, BRK.B) and XTRA Corporation (NYSE: XTR) announced today successful completion of the cash tender offer by a subsidiary of Berkshire Hathaway for the outstanding shares of common stock of XTRA. The tender offer expired at 5:00 p.m., Eastern time, on Friday, September 14, 2001. Berkshire Hathaway, through its wholly owned subsidiary making the offer, has accepted for purchase all shares validly tendered and not withdrawn prior to the expiration of the offer. Based on information provided by EquiServe Trust Company, N.A., the depositary for the tender offer, approximately 10.2 million shares of XTRA (including approximately 0.2 million shares tendered pursuant to guaranteed delivery procedures) were tendered to Berkshire Hathaway's subsidiary out of the approximately 10.5 million shares currently outstanding, or approximately 97.0% of all outstanding shares. Payment for shares properly tendered and accepted will be made as promptly as practicable and, in the case of shares tendered by guaranteed delivery procedures, promptly after timely delivery of shares and required documentation. As previously announced, Berkshire Hathaway will acquire the remaining XTRA shares in a merger in which each share of XTRA common stock will be converted to the right to receive $55.00 in cash and following which XTRA will become a wholly owned subsidiary of Berkshire Hathaway. Berkshire Hathaway and XTRA expect to consummate the merger as soon as practicable. XTRA Corporation leases, primarily on an operating basis, over-the-road trailers, marine containers, and intermodal equipment, including intermodal trailers, chassis and domestic containers. 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 release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations about future events and are subject to risks, uncertainties, and assumptions about the companies' businesses, economic and market factors, and the industries in which the companies do business, among other things. Actual results could differ materially from those forecast in the forward-looking statements as a result of, among other things, acquisitions, the development of new products and services, the effect of competitive products and services, and general economic conditions. FOR FURTHER INFORMATION CONTACT: Berkshire Hathaway Inc. Marc D. Hamburg - (402) 346-1400 XTRA Corporation Stephanie L. Johnson - (203) 221-1005