-----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, NtyrlfeYaSeI53EFD3CxHtFN4DU0y0vTTuBNFqGdOM9jKo04jdkQYxVSnu5iXdKr NfhCXHG3QwpxURFvER+h/w== 0000893750-02-000529.txt : 20020904 0000893750-02-000529.hdr.sgml : 20020904 20020904171136 ACCESSION NUMBER: 0000893750-02-000529 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020904 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020904 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GARAN INC CENTRAL INDEX KEY: 0000039917 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 135665557 STATE OF INCORPORATION: VA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04506 FILM NUMBER: 02756781 BUSINESS ADDRESS: STREET 1: 350 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10118 BUSINESS PHONE: 2125632000 MAIL ADDRESS: STREET 1: 350 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10118 8-K 1 form8k.txt FORM 8K, GARAN INCORPORATED, 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): September 4, 2002 GARAN, INCORPORATED ------------------------------------------------------------- (Exact Name of registrant specified in its charter) Virginia 1-4506 13-5665557 ------------------- ---------------- --------------------- (State or other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification No.) Incorporation) 350 Fifth Avenue, 19th Floor New York, NY 10118 ---------------------------------- ---------------------------------- (Address of principal (Zip Code) executive offices) Registrant's telephone number: (212) 563-2000 ITEM 1. CHANGES IN CONTROL OF REGISTRANT On September 4, 2002, BG Merger Sub Inc., a Virginia corporation ("Merger Sub"), merged ("Merger") with and into Garan, Incorporated, a Virginia corporation ("Company") pursuant to an Agreement and Plan of Merger, dated as of July 2, 2002 ("Merger Agreement"), by and among Berkshire Hathaway Inc., a Delaware corporation ("Parent"), Merger Sub, a wholly owned subsidiary of Parent, and the Company, with the Company surviving the Merger. Pursuant to the Merger Agreement, each issued and outstanding share of the common stock, no par value, and related common stock purchase right of the Company ("Company Common Stock") was canceled and converted solely into the right to receive $60.00 in cash, without interest. As a result of the Merger, the Company became a wholly owned subsidiary of Parent. The Company's Proxy Statement filed on Schedule 14A, which was first mailed to shareholders of the Company on August 6, 2002, sets forth certain information regarding Parent, the amount of consideration used by Parent, and a description of the Merger. Parent funded payment to holders of Company Common Stock through internally available funds. A copy of the press release announcing approval of the Merger by the Company's shareholders and the closing of the Merger is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS. (a) Not Applicable. (b) Not Applicable. (c) Exhibits. The exhibits listed below and in the accompanying Exhibit Index are filed as part of this Current Report on Form 8-K. EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Joint Press Release, dated September 4, 2002, of Garan, Incorporated and Berkshire Hathaway Inc. 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. GARAN, INCORPORATED By: /s/ Marvin S. Robinson ----------------------------------- Name: Marvin S. Robinson Title: Vice President - General Counsel and Secretary Date: September 4, 2002 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Joint Press Release, dated September 4, 2002, of Garan, Incorporated and Berkshire Hathaway Inc. EX-99.1 3 ex99_1.txt PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE BERKSHIRE HATHAWAY INC. COMPLETES ACQUISITION OF GARAN, INCORPORATED Omaha, Nebraska and New York, New York, September 4, 2002 - Berkshire Hathaway Inc. (NYSE: BRK.A, BRK.B) and Garan, Incorporated (AMEX: GAN) announced today the completion of Berkshire Hathaway's acquisition of Garan. At a special meeting of Garan's shareholders held earlier today, more than 99% of the voted Garan shares voted for the merger of Garan with a subsidiary of Berkshire Hathaway, providing the approval by more than two-thirds of the outstanding shares required for consummation of the transaction. The merger was completed shortly after this shareholder meeting. As a result of the transaction, Garan is now a wholly owned subsidiary of Berkshire Hathaway and each outstanding share of Garan's common stock has been automatically converted into the right to receive $60.00 per share in cash. Garan's common stock, which has been listed on the American Stock Exchange, will no longer be publicly traded. Garan's shareholders of record as of the close of business today will receive a Letter of Transmittal by mail with instructions on how and where to forward their stock certificates to receive the $60.00 per share to which they are entitled. Garan shareholders should surrender their stock certificates to Wachovia Bank, N.A., the paying agent, in exchange for the $60.00 per share promptly following receipt of these materials. Banks and brokers will handle delivery for those holding Garan shares in a brokerage account. Garan is a leading manufacturer of children's, women's, and men's apparel bearing the private labels of its customers as well as various of its own trademarks, including GARANIMALS(R). Goldman, Sachs & Co. served as Garan's financial advisor in connection with the transaction. 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. Certain statements in this press release are "forward looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guaranties of future performance and actual results may differ materially from those forecasted. Neither Berkshire Hathaway nor Garan undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. FOR FURTHER INFORMATION CONTACT: Garan, Incorporated Berkshire Hathaway Inc. William J. Wilson - (212) 563-2000 Marc D. Hamburg - (402) 346-1400 -----END PRIVACY-ENHANCED MESSAGE-----