-----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, EVIiqEXnmt6T3Wk5UpW6KYi2M/Z9Rswgk/VB4pyQT/rR2lUG6QAW1HfrO3qStl5A F94KeN+g7JzP3dLuMgRCCQ== 0000950157-95-000343.txt : 19951221 0000950157-95-000343.hdr.sgml : 19951221 ACCESSION NUMBER: 0000950157-95-000343 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951220 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951220 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEICO CORP CENTRAL INDEX KEY: 0000277795 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 521135801 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08012 FILM NUMBER: 95603002 BUSINESS ADDRESS: STREET 1: GEICO PLZ CITY: WASHINGTON STATE: DC ZIP: 20076 BUSINESS PHONE: 3019862027 8-K 1 FORM 8-K 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) December 20, 1995 --------------------- GEICO Corporation - ----------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-8012 52-1135801 - ----------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) One GEICO Plaza, Washington, D.C. 20076 - ----------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (301) 986-3000 -------------------- Not Applicable - ----------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. At a Special Meeting of the Stockholders of GEICO Corporation (the "registrant"), duly held on December 20, 1995, holders of approximately 89.6 percent of the outstanding shares of the registrant's Common Stock, par value $1.00 per share, approved and adopted the Agreement and Plan of Merger, dated August 25, 1995 (the "Merger Agreement"), by and among Berkshire Hathaway Inc. ("Berkshire"), HPKF Inc. ("Sub") and the registrant. Of the shares voted, approximately 86.5 percent were voted in favor of approval and adoption of the Merger Agreement. The Merger Agreement provides that Sub would merge with and into the registrant, with the registrant becoming an indirect wholly-owned subsidiary of Berkshire (the "Merger"). Consummation of the Merger remains subject to the satisfaction or waiver of customary closing conditions but is expected to be completed on January 2, 1996. A copy of the press release, dated December 20, 1995 issued by the registrant relating to the registrant's Special Meeting of Stockholders is attached hereto as Exhibit A and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) The following exhibit is filed with this report: 99. Press release of the registrant relating to the Company's Special Meeting of Stockholders held on December 20, 1995. 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. GEICO Corporation By: /s/ W. Alvon Sparks, Jr. ------------------------- Name: W. Alvon Sparks, Jr. Title: Executive Vice President and Chief Financial Officer Dated: December 20, 1995 EXHIBIT INDEX Exhibit Number Description -------------- ----------- 99 Press Release of the registrant issued December 20, 1995. EX-99 2 PRESS RELEASE Exhibit 99 GEICO CORPORATION 5260 Western Avenue Washington, D.C. 20076 PRESS RELEASE (FOR IMMEDIATE RELEASE) GEICO CORPORATION'S STOCKHOLDERS APPROVE MERGER WITH BERKSHIRE HATHWAWAY Washington, D.C., December 20, 1995--GEICO Corporation (NYSE:GEC) today announced that at a special meeting of the stockholders of GEICO Corporation, held today, the holders of approximately 86.5 percent of the outstanding shares of GEICO Corporation common stock approved and adopted the Agreement and Plan of Merger, dated August 25, 1995, by and among Berkshire Hathaway Inc., HPKF Inc. and GEICO Corporation. The consummation of the merger remains subject to the satisfaction of customary closing conditions but is expected to be completed on January 2, 1996. * * * -----END PRIVACY-ENHANCED MESSAGE-----