-----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, KUIAHlLqbn+RX7SPHbAO1yqrvR3amhyxRv4L27MZxULQvLr4DNS7kppr8Dy/7upT apYkJsNZfeH6UM2u2xfOJQ== 0000898430-03-001897.txt : 20030314 0000898430-03-001897.hdr.sgml : 20030314 20030314122939 ACCESSION NUMBER: 0000898430-03-001897 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030314 GROUP MEMBERS: BH COLOMBIA INC. GROUP MEMBERS: BLUE CHIP STAMPS GROUP MEMBERS: COLUMBIA INSURANCE COMPANY GROUP MEMBERS: CYPRESS INSURANCE COMPANY GROUP MEMBERS: NATIONAL FIRE AND MARINE INSURANCE COMPANY GROUP MEMBERS: NATIONAL INDEMNITY COMPANY GROUP MEMBERS: NATIONAL LIABILITY & FIRE INSURANCE COMPANY GROUP MEMBERS: OBH, INC. GROUP MEMBERS: WARREN E. BUFFETT GROUP MEMBERS: WESCO FINANCIAL CORPORATION GROUP MEMBERS: WESCO HOLDINGS MIDWEST, INC. GROUP MEMBERS: WESCO-FINANCIAL INSURANCE COMPANY 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 13D/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: GILLETTE CO CENTRAL INDEX KEY: 0000041499 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 041366970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-14311 FILM NUMBER: 03603564 BUSINESS ADDRESS: STREET 1: PRUDENTIAL TOWER BLDG STREET 2: SUITE 4800 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 6174217000 MAIL ADDRESS: STREET 1: PRUDENTIAL TOWER BLDG STREET 2: SUITE 4800 CITY: BOSTON STATE: MA ZIP: 02199 FORMER COMPANY: FORMER CONFORMED NAME: GILLETTE SAFETY RAZOR CO DATE OF NAME CHANGE: 19660911 SC 13D/A 1 dsc13da.htm AMENDMENT #6 TO SCHEDUE 13D Amendment #6 to Schedue 13D

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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. 6)1

THE GILLETTE COMPANY


(Name of Issuer)

 

COMMON STOCK, PAR VALUE $1.00 PER SHARE


(Title of Class of Securities)

 

375766102


(CUSIP Number)

 

MARC D. HAMBURG
BERKSHIRE HATHAWAY INC.
1440 KIEWIT PLAZA
OMAHA, NEBRASKA 68131
(402) 346-1400


(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

 

MARCH 13, 2003


(Date of Event Which Requires Filing of this Statement)

If the person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.      o

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 24 pages)


          1  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

          The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 2 OF 24 PAGES

 


 

1       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

         Berkshire Hathaway Inc.

 


 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)      x

 

 

 

(b)      o

 

 


 

3       SEC USE ONLY

 


 

4       SOURCE OF FUNDS

 

        AF, BK

 


 

5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

        TO ITEMS 2(e) or 2(f)   o

 


 

6      CITIZENSHIP OR PLACE OF ORGANIZATION

 

        Delaware corporation

 


 

 

7

SOLE VOTING POWER

 

 

 





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 

0

 

 


 

8

SHARED VOTING POWER

 

 

 

96,000,000 (see Item 5)

 

 


 

9

SOLE DISPOSITIVE POWER

 

 

 

0

 

 


 

10

SHARED DISPOSITIVE POWER

 

 

 

 

96,000,000 (see Item 5)

 

 

 


 

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

           96,000,000 (see Item 5)

 


 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

            o

 


 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

          9.2% (see Item 5)

 


 

14      TYPE OF REPORTING PERSON*

 

          HC, CO

 


*  See instructions before filling out!


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 3 OF 24 PAGES

 


 

1       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

        OBH, Inc.

 


 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)      x

 

 

 

(b)      o

 

 


 

3       SEC USE ONLY

 

 

 


 

4       SOURCE OF FUNDS

 

        AF

 


 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

         TO ITEMS 2(e) or 2(f)   o

 


 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

 

         Delaware corporation

 


 

 

 

7

SOLE VOTING POWER

 

 

 





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 

0

 

 


 

8

SHARED VOTING POWER

 

 

 

96,000,000 (see Item 5)

 

 


 

 

9

SOLE DISPOSITIVE POWER

 

 

 

0

 

 


 

10

SHARED DISPOSITIVE POWER

 

 

 

 

96,000,000 (see Item 5)

 

 

 


 

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

          96,000,000 (see Item 5)

 


 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

            o

 


 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

          9.2% (see Item 5)

 


 

14      TYPE OF REPORTING PERSON*

 

          HC, CO

 


 

*  See instructions before filling out!


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 4 OF 24 PAGES

 


 

1       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

        National Indemnity Company

 


 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)      x

 

 

 

(b)      o

 

 


 

3       SEC USE ONLY

 

 

 


 

4       SOURCE OF FUNDS

 

        WC, AF

 


 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

         TO ITEMS 2(e) or 2(f)   o

 


 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

 

         Nebraska corporation

 


 

 

 

7

SOLE VOTING POWER

 

 

 





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 

0

 

 


 

8

SHARED VOTING POWER

 

 

 

60,000,000 (see Item 5)

 

 


 

 

9

SOLE DISPOSITIVE POWER

 

 

 

0

 

 


 

10

SHARED DISPOSITIVE POWER

 

 

 

 

60,000,000 (see Item 5)

 

 

 


 

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

          60,000,000 (see Item 5)

 


 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

            o

 


 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

          5.7% (see Item 5)

 


 

14      TYPE OF REPORTING PERSON*

 

          IC

 


 

*  See instructions before filling out!


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 5 OF 24 PAGES

 


 

1       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

        National Fire and Marine Insurance Company

 


 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)      x

 

 

 

(b)      o

 

 


 

3       SEC USE ONLY

 

 

 


 

4       SOURCE OF FUNDS

 

        WC, AF

 


 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

         TO ITEMS 2(e) or 2(f)   o

 


 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

 

         Nebraska corporation

 


 

 

 

7

SOLE VOTING POWER

 

 

 





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 

0

 

 


 

8

SHARED VOTING POWER

 

 

 

6,400,000 (see Item 5)

 

 


 

 

9

SOLE DISPOSITIVE POWER

 

 

 

0

 

 


 

10

SHARED DISPOSITIVE POWER

 

 

 

 

6,400,000 (see Item 5)

 

 

 


 

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

          6,400,000 (see Item 5)

 


 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

            o

 


 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

          0.6% (see Item 5)

 


 

14      TYPE OF REPORTING PERSON*

 

          IC

 


 

*  See instructions before filling out!


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 6 OF 24 PAGES

 


 

1       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

        Columbia Insurance Company

 


 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)      x

 

 

 

(b)      o

 

 


 

3       SEC USE ONLY

 

 

 


 

4       SOURCE OF FUNDS

 

        WC

 


 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

         TO ITEMS 2(e) or 2(f)   o

 


 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

 

         Nebraska corporation

 


 

 

 

7

SOLE VOTING POWER

 

 

 





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 

0

 

 


 

8

SHARED VOTING POWER

 

 

 

20,800,000 (see Item 5)

 

 


 

 

9

SOLE DISPOSITIVE POWER

 

 

 

0

 

 


 

10

SHARED DISPOSITIVE POWER

 

 

 

 

20,800,000 (see Item 5)

 

 

 


 

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

          20,800,000 (see Item 5)

 


 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

            o

 


 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

           2.0% (see Item 5)

 


 

14      TYPE OF REPORTING PERSON*

 

          IC

 


 

*  See instructions before filling out!


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 7 OF 24 PAGES

 


 

1       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

        BH Columbia Inc.

 


 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)      x

 

 

 

(b)      o

 

 


 

3       SEC USE ONLY

 

 

 


 

4       SOURCE OF FUNDS

 

        AF

 


 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

         TO ITEMS 2(e) or 2(f)   o

 


 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

 

         Nebraska corporation

 


 

 

 

7

SOLE VOTING POWER

 

 

 





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 

0

 

 


 

8

SHARED VOTING POWER

 

 

 

20,800,000 (see Item 5)

 

 


 

 

9

SOLE DISPOSITIVE POWER

 

 

 

0

 

 


 

10

SHARED DISPOSITIVE POWER

 

 

 

 

20,800,000 (see Item 5)

 

 

 


 

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

          20,800,000 (see Item 5)

 


 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

            o

 


 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

           2.0% (see Item 5)

 


 

14      TYPE OF REPORTING PERSON*

 

          HC, CO

 


 

*  See instructions before filling out!


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 8 OF 24 PAGES

 


 

1       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

        National Liability & Fire Insurance Company

 


 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)      x

 

 

 

(b)      o

 

 


 

3       SEC USE ONLY

 

 

 


 

4       SOURCE OF FUNDS

 

        WC

 


 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

         TO ITEMS 2(e) or 2(f)   o

 


 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

 

         Illinois corporation

 


 

 

 

7

SOLE VOTING POWER

 

 

 





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 

0

 

 


 

8

SHARED VOTING POWER

 

 

 

800,000 (see Item 5)

 

 


 

 

9

SOLE DISPOSITIVE POWER

 

 

 

0

 

 


 

10

SHARED DISPOSITIVE POWER

 

 

 

 

800,000 (see Item 5)

 

 

 


 

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

          800,000 (see Item 5)

 


 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

            o

 


 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

           0.1% (see Item 5)

 


 

14      TYPE OF REPORTING PERSON*

 

          IC

 


 

*  See instructions before filling out!


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 9 OF 24 PAGES

 


 

1       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

        Cypress Insurance Company

 


 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)      x

 

 

 

(b)      o

 

 


 

3       SEC USE ONLY

 

 

 


 

4       SOURCE OF FUNDS

 

        WC

 


 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

         TO ITEMS 2(e) or 2(f)   o

 


 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

 

         California corporation

 


 

 

 

7

SOLE VOTING POWER

 

 

 





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 

0

 

 


 

8

SHARED VOTING POWER

 

 

 

1,600,000 (see Item 5)

 

 


 

 

9

SOLE DISPOSITIVE POWER

 

 

 

0

 

 


 

10

SHARED DISPOSITIVE POWER

 

 

 

 

1,600,000 (see Item 5)

 

 

 


 

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

          1,600,000 (see Item 5)

 


 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

            o

 


 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

           0.2% (see Item 5)

 


 

14      TYPE OF REPORTING PERSON*

 

          IC

 


 

*  See instructions before filling out!


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 10 OF 24 PAGES

 


 

1       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

        Wesco Financial Corporation

 


 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)      x

 

 

 

(b)      o

 

 


 

3       SEC USE ONLY

 

 

 


 

4       SOURCE OF FUNDS

 

        AF

 


 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

         TO ITEMS 2(e) or 2(f)   o

 


 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

 

         Nebraska corporation

 


 

 

 

7

SOLE VOTING POWER

 

 

 





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 

0

 

 


 

8

SHARED VOTING POWER

 

 

 

6,400,000 (see Item 5)

 

 


 

 

9

SOLE DISPOSITIVE POWER

 

 

 

0

 

 


 

10

SHARED DISPOSITIVE POWER

 

 

 

 

6,400,000 (see Item 5)

 

 

 


 

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

          6,400,000 (see Item 5)

 


 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

            o

 


 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

           0.6% (see Item 5)

 


 

14      TYPE OF REPORTING PERSON*

 

          CO

 


 

*  See instructions before filling out!


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 11 OF 24 PAGES

 


 

1       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

        Wesco Holdings Midwest, Inc.

 


 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)      x

 

 

 

(b)      o

 

 


 

3       SEC USE ONLY

 


 

4       SOURCE OF FUNDS

 

        AF

 


 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

         TO ITEMS 2(e) or 2(f)   o

 


 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

 

         Nebraska corporation

 


 

 

 

7

SOLE VOTING POWER

 

 

 





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 

0

 

 


 

8

SHARED VOTING POWER

 

 

 

6,400,000 (see Item 5)

 

 


 

 

9

SOLE DISPOSITIVE POWER

 

 

 

0

 

 


 

10

SHARED DISPOSITIVE POWER

 

 

 

 

6,400,000 (see Item 5)

 

 

 


 

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

          6,400,000 (see Item 5)

 


 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

            o

 


 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

           0.6% (see Item 5)

 


 

14      TYPE OF REPORTING PERSON*

 

          CO

 


 

*  See instructions before filling out!


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 12 OF 24 PAGES

 


 

1       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

        Blue Chip Stamps

 


 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)      x

 

 

 

(b)      o

 

 


 

3       SEC USE ONLY

 

 

 


 

4       SOURCE OF FUNDS

 

        AF

 


 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

         TO ITEMS 2(e) or 2(f)   o

 


 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

 

         California corporation

 


 

 

 

7

SOLE VOTING POWER

 

 

 





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 

0

 

 


 

8

SHARED VOTING POWER

 

 

 

6,400,000 (see Item 5)

 

 


 

 

9

SOLE DISPOSITIVE POWER

 

 

 

0

 

 


 

10

SHARED DISPOSITIVE POWER

 

 

 

 

6,400,000 (see Item 5)

 

 

 


 

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

          6,400,000 (see Item 5)

 


 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

            o

 


 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

           0.6% (see Item 5)

 


 

14      TYPE OF REPORTING PERSON*

 

          CO

 


*  See instructions before filling out!


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 13 OF 24 PAGES

 


 

1       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

        Wesco-Financial Insurance Company

 


 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)      x

 

 

 

(b)      o

 

 


 

3       SEC USE ONLY

 

 

 


 

4       SOURCE OF FUNDS

 

        WC, AF

 


 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

         TO ITEMS 2(e) or 2(f)   o

 


 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

 

         Nebraska corporation

 


 

 

 

7

SOLE VOTING POWER

 

 

 





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 

0

 

 


 

8

SHARED VOTING POWER

 

 

 

6,400,000 (see Item 5)

 

 


 

 

9

SOLE DISPOSITIVE POWER

 

 

 

0

 

 


 

10

SHARED DISPOSITIVE POWER

 

 

 

 

6,400,000 (see Item 5)

 

 

 


 

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

          6,400,000 (see Item 5)

 


 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

            o

 


 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

           0.6% (see Item 5)

 


 

14      TYPE OF REPORTING PERSON*

 

          IC

 


*  See instructions before filling out!


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 14 OF 24 PAGES

 


 

1       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

        Warren E. Buffett

 


 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)      x

 

 

 

(b)      o

 

 


 

3       SEC USE ONLY

 

 

 


 

4       SOURCE OF FUNDS

 

        AF, PF, OO

 


 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

         TO ITEMS 2(e) or 2(f)   o

 


 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

 

         U.S. citizen

 


 

 

 

7

SOLE VOTING POWER

 

 

 





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

 

25,677.46 (see Item 5)

 

 


 

8

SHARED VOTING POWER

 

 

 

96,000,000 (see Item 5)

 

 


 

 

9

SOLE DISPOSITIVE POWER

 

 

 

25,677.46 (see Item 5)

 

 


 

10

SHARED DISPOSITIVE POWER

 

 

 

 

96,000,000 (see Item 5)

 

 

 


 

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

          96,025,677.46 (see Item 5)

 


 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

            o

 


 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

           9.2% (see Item 5)

 


 

14      TYPE OF REPORTING PERSON*

 

          IN

 


*  See instructions before filling out!


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 15 OF 24 PAGES

              Pursuant to Item 101(a)(2)(ii) of Regulation S-T, this Amendment No. 6 to Schedule 13D amends and restates the Schedule 13D, filed in paper format with the Securities and Exchange Commission (the “SEC”) on or around July 28, 1989, as amended thereafter by Amendment Nos. 1 through 5 thereto, filed in paper format with the SEC between August 21, 1989 and April 3, 1991.

ITEM 1.     SECURITY AND ISSUER.

This Schedule 13D relates to the common stock, par value $1.00 per share (the “Common Stock”), of The Gillette Company, a Delaware corporation (“Gillette”).

   

The principal executive offices of Gillette are located at Prudential Tower Building, Boston, Massachusetts 02199.

ITEM 2.     IDENTITY AND BACKGROUND.

  (a)-(c)     This Schedule 13D is filed by the following individuals and entities (collectively, the “Reporting Persons”):

 

(1)

Berkshire Hathaway Inc., a Delaware corporation (“Berkshire”), which is a holding company engaged through its subsidiaries in a number of diverse businesses, the most important of which is property and casualty insurance and reinsurance offered on both a direct and reinsurance basis through its insurance subsidiaries;

 

 

 

 

(2)

OBH, Inc., a Delaware corporation (“OBH”), which is an intermediate holding company between Berkshire and certain subsidiaries of Berkshire;

 

 

 

 

(3)

National Indemnity Company, a Nebraska corporation (“NICO”), the principal business of which is the property and casualty insurance business;

 

 

 

 

(4)

National Fire and Marine Insurance Company, a Nebraska corporation (“NFMIC”), the principal business of which is the property and casualty insurance business;

 

 

 

 

(5)

Cypress Insurance Company, a California corporation (“Cypress”), the principal business of which is worker’s compensation insurance;

 

 

 

 

(6)

Columbia Insurance Company, a Nebraska corporation (“Columbia”), the principal business of which is the property and casualty insurance business;

 

 

 

 

(7)

BH Columbia Inc., a Nebraska corporation (“BH Columbia”), which is a holding company and the parent of Columbia;

 

 

 

 

(8)

National Liability & Fire Insurance Company, an Illinois corporation formerly known as Home and

 

 

 


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 16 OF 24 PAGES

 

 

 

 

 

Automobile Insurance Company (“NLFIC”), the principal business of which is the property and casualty insurance business;

 

 

 

 

(9)

Blue Chip Stamps, a California corporation (“Blue Chip”), the principal business of which is the stamp and motivational program business and, through its subsidiary Wesco (as defined below), the businesses of Wesco (as described below);

 

 

 

 

(10)

Wesco Financial Corporation, a Delaware corporation (“Wesco”), which is a holding company engaged through its subsidiaries principally in the property and casualty insurance business, the furniture rental business, and the steel service center business;

 

 

 

 

(11)

Wesco Holdings Midwest, Inc., a Nebraska corporation (“Wesco Holdings”), which is an intermediate holding company between Wesco and WFIC (as defined below);

 

 

 

 

(12)

Wesco-Financial Insurance Company, a Nebraska corporation (“WFIC”), the principal business of which is the property and casualty insurance business; and

 

 

 

 

(13)

Warren E. Buffett, a natural person, whose present principal occupation is Chairman and Chief Executive Officer of Berkshire.

 

 

 

 

WFIC is a wholly owned subsidiary of Wesco Holdings.  Wesco Holdings is a wholly owned subsidiary of Wesco.  Wesco is an 80.1%-owned subsidiary of Blue Chip.  Columbia is a wholly owned subsidiary of BH Columbia.  Each of Blue Chip, BH Columbia, NICO, NFMIC, NLFIC, and Cypress is a wholly owned subsidiary of OBH.  OBH is a wholly owned subsidiary of Berkshire.  Mr. Buffett may be deemed to control Berkshire.

 

 

 

The business address of Mr. Buffett, and the address of the principal business and office of each of Berkshire, OBH, and Wesco Holdings, is 1440 Kiewit Plaza, Omaha, Nebraska 68131.

 

 

 

The address of the principal business and office of each of NICO, NFMIC, Columbia, NLFIC, and WFIC is 3024 Harney Street, Omaha, Nebraska 68131.

 

 

 

The address of the principal business and office of BH Columbia is 4016 Harney Street, Omaha, Nebraska 68131.

 

 

 

The address of the principal business and office of Cypress is c/o Berkshire Hathaway Homestate Companies, 9290 West Dodge Road, Omaha, Nebraska 68114.

 

 

 

The address of the principal business and office of Blue Chip and Wesco is 301 East Colorado Boulevard, Suite 300, Pasadena, California 91101.

 

 

 

The Reporting Persons (other than Mr. Buffett) are sometimes collectively referred to herein as the “Berkshire Entities.”


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 17 OF 24 PAGES

 

 

 

The name of each executive officer and director of each Berkshire Entity, his or her residence or business address, his or her present principal occupation or employment, and the name, principal business, and address of any corporation or other organization in which such employment is conducted (to the extent that the principal business and address of such corporation or organization are not already disclosed in this Item 1) are set forth on Exhibit F hereto and incorporated herein by reference.

 

 

(d) - (e)

No Reporting Person, and, to the best knowledge of the Reporting Persons, none of the executive officers and directors of any of the Berkshire Entities, have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

 

 

(f)

Each Reporting Person who is a natural person, and, to the best knowledge of the Reporting Persons, each executive officer and director of each Berkshire Entity, is a citizen of the United States of America.

 

 

ITEM 3.

     SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

 

 

On July 20, 1989, pursuant to an agreement, dated July 20, 1998 (the “Purchase Agreement”), between Berkshire and Gillette, NICO, NFMIC, Columbia, Cypress, NLFIC, and WFIC used an aggregate of $600,000,000 to purchase directly from Gillette 600,000 shares of the Series B Cumulative Convertible Preferred Stock of Gillette (the “Series B Preferred Stock”), at a cash purchase price of $1,000 per share.

 

 

 

The Berkshire Entities used internally generated funds to fund this purchase, except that Berkshire borrowed $155,000,000 in short-term funds from the First National Bank of Boston to complete the purchase.  The loan from the First National Bank of Boston was repaid in full on July 26, 1989.

 

 

 

On April 1, 1991, pursuant to a letter agreement, dated February 21, 1991 (the “Letter Agreement”), among Gillette, Berkshire, and the subsidiaries of Berkshire which held the Series B Preferred Stock, the 600,000 shares of Series B Preferred Stock held by those subsidiaries were converted into 12,000,000 shares of Common Stock.

 

 

 

The foregoing description of the terms and provisions of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement.  The Letter Agreement, which was filed in paper format, on or around February 21, 1991 with Amendment No. 3 to this Schedule 13D, as Exhibit D to this Schedule 13D, is incorporated herein in its entirety by reference in response to this Item 3.


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 18 OF 24 PAGES

 

 

 

Since April 1, 1991, as a result of stock dividends, stock splits, and/or other similar events applicable to the Common Stock, these 12,000,000 shares of Common Stock have become, in the aggregate, 96,000,000 shares of Common Stock.

 

 

 

Certain information about the source of funds for shares of Common Stock and director stock options to acquire Common Stock, in each case, directly owned by Mr. Buffett is set forth in Item 5 hereof and is incorporated herein in its entirety in response to this Item 3.

 

 

ITEM 4.

PURPOSE OF TRANSACTION.

 

 

 

The securities covered by this Schedule 13D were purchased for investment purposes.

 

 

 

The information set forth in Item 3 hereof is incorporated herein in its entirety in response to this Item 4.

 

 

 

The Purchase Agreement provided that (i) the Berkshire Entities would use their best efforts not to knowingly sell, to any person or group, securities which possess, in the aggregate, over 3% of the general voting power of Gillette’s outstanding voting securities at the time of the sale, except under conditions related to a change in control; (ii) the Berkshire Entities would not sell any Gillette securities owned by them without first giving Gillette or its designee a right of first offer to purchase such securities; and (iii) so long as the Berkshire Entities own securities having at least 5% of the general voting power of the outstanding voting securities of Gillette, Gillette’s directors would use their best efforts to cause Mr. Buffett, Charles T. Munger or another Berkshire designee who is reasonably acceptable to Gillette to be elected to Gillette’s board of directors.

 

 

 

The Purchase Agreement also contained other restrictions, which have since expired, on the ability of the Berkshire Entities to acquire the voting securities of Gillette.  These expired restrictions were summarized in the original Schedule 13D filed by the Reporting Persons on or around July 28, 1989 (the “Original 13D”) and subsequent amendments thereto and are not restated herein.

 

 

 

On March 13, 2003, Gillette and Berkshire executed an Amendment Letter (the “Amendment Letter”) amending the Purchase Agreement in some respects.  The Amendment Letter deletes the requirement for Gillette’s directors to use their best efforts to cause Mr. Buffett, Mr. Munger, or another Berkshire designee to be elected to Gillette’s board of directors.  The Amendment Letter also modifies the right of first offer provisions in the Purchase Agreement in certain respects.  In this regard, it provides that Berkshire may sell up to 3% of Gillette’s common stock in market transactions in any 90-day period if it first gives Gillette the opportunity to purchase such stock at the closing price on the day before the offer, provided that Berkshire is not aware that the ultimate beneficial owner of shares sold by it in such market transactions is a person or group which, as a result of such transaction, will possess over 3% of the general voting power of Gillette’s outstanding voting securities.


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 19 OF 24 PAGES

 

 

 

Since October 19, 1989, Mr. Buffett has been, and currently is, a director of Gillette.  He will resign from Gillette’s board of directors as of Gillette’s 2003 annual stockholders meeting and will cease to be a director following that meeting.

 

 

 

The Certificate of Designation for the Series B Preferred Stock (the “Certificate of Designation”) contained provisions relating to the rights (including voting rights) of a holder of Series B Preferred Stock.  Some of these provisions were summarized in the Original 13D and subsequent amendments thereto.  Because the Reporting Persons no longer hold any Series B Preferred Stock, such summaries are not restated herein.

 

 

 

The description of the terms and provisions of each of the Purchase Agreement, the Amendment Letter, and the Certificate of Designation is qualified in its entirety by reference to such documents.  Each of (i) the Purchase Agreement, which was filed in paper format, on or around July 28, 1989 with the Original 13D, as Exhibit A to this Schedule 13D, (ii) the Amendment Letter, which is filed electronically herewith as Exhibit C to this Schedule 13D, and (iii) the Certificate of Designation, which was filed in paper format, on or around July 28, 1989 with the Original 13D, as Exhibit B to this Schedule 13D, is incorporated herein in its entirety by reference in response to this Item 4.

 

 

 

While none of the Berkshire Entities or other entities within the Berkshire group of companies has any present plans to purchase additional shares of Common Stock or other securities of the Company or to sell any of the shares of Common Stock held by them, they may determine to make such purchases or sales, in the open market or otherwise, depending upon price, market conditions, availability of or need for funds, evaluation of alternative investments, and other factors.  Mr. Buffett, from time to time, may acquire shares of Common Stock by exercising director stock options held by him and may determine to sell or otherwise dispose of such shares.

 

 

 

Other than as set forth above, the Reporting Persons do not have any plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of Gillette or the disposition of securities of Gillette; (b) an extraordinary corporate transaction involving Gillette or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Gillette or any of its subsidiaries; (d) any change in the present board of directors or management of Gillette (except to the extent that Mr. Buffett, as a current director of Gillette, may be involved in the nomination of candidates for election or appointment to Gillette’s board of directors prior to his resignation from Gillette’s board of directors as of Gillette’s 2003 annual stockholders meeting); (e) any material change in the present capitalization or dividend policy of Gillette; (f) any other material change in Gillette’s business or corporate structure; (g) changes in Gillette’s charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of Gillette by any person; (h) causing a class of securities of Gillette to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of Gillette becoming eligible for termination of registration


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 20 OF 24 PAGES

 

 

 

pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any other similar action.

 

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

 

 

(a) - (b)

The following table sets forth the aggregate number of shares of Common Stock held of record by each Reporting Person and the approximate percentage of the outstanding Common Stock such shares represent:

 

 
Reporting Person

 

Shares

 

Approximate Percentage 2

 

 


 


 
 

NICO

 

60,000,000

 

5.7%

 
 

NFMIC

 

6,400,000

 

0.6%

 
 

Columbia

 

20,800,000

 

2.0%

 
 

NLFIC

 

800,000

 

0.1%

 
 

Cypress

 

1,600,000

 

0.2%

 
 

WFIC

 

6,400,000

 

0.6%

 


 


 


 
 

Total

 

96,000,000

 

9.2%

 

 

Reporting Persons not listed in the table above do not hold any Common Stock of record.  However, such Reporting Persons may be deemed to beneficially own some or all of the Common Stock listed in the table above by virtue of their ownership or control of the Reporting Persons which hold Common Stock of record.3  In particular, each Reporting Person listed in the table above may be deemed to share voting and dispositive power over the shares of Common Stock held of record by such Reporting Person with each other Reporting Person that is within the same chain of ownership or control of such Reporting Person.

 

 

 

Berkshire, as the ultimate parent of the Berkshire Entities, thus may be deemed to beneficially own, and may be deemed to share voting and dispositive power over, in the aggregate, 96,000,000 shares of Common Stock, or approximately 9.2% of the outstanding Common Stock.

 

 

 

Because Mr. Buffett may be deemed to control Berkshire, he may be deemed to beneficially own, and may be deemed to share voting and dispositive power over, the 96,000,000 shares of Common Stock


          2 Calculation of percentage ownership herein is based on 1,044,224,346 shares of Common Stock estimated to be outstanding as of January 31, 2003, as reported by Gillette in its Annual Report on Form 10-K for the fiscal year ended December 31, 2002, filed by Gillette with the SEC on March 5, 2003.

          3 As mentioned previously in Item 1 hereof, (i) WFIC is a wholly owned subsidiary of Wesco Holdings; (ii) Wesco Holdings is a wholly owned subsidiary of Wesco; (iii) Wesco is an 80.1%-owned subsidiary of Blue Chip; (iv) Columbia is a wholly owned subsidiary of BH Columbia; (v) each of Blue Chip, BH Columbia, NICO, NFMIC, NLFIC, and Cypress is a wholly owned subsidiary of OBH; (vi) OBH is a wholly owned subsidiary of Berkshire; and (vii) Mr. Buffett may be deemed to control Berkshire.


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 21 OF 24 PAGES

 

 

 

 

that may be deemed to be beneficially owned by Berkshire.  In addition, Mr. Buffett directly owns, and has sole voting and dispositive power over, in the aggregate, (x) 2,010.46 shares of Common Stock, which he had acquired with personal funds, and (y) director stock options, which were issued to him by Gillette in connection with his services as a director of Gillette, that are currently exercisable, or will become exercisable within the next 60 days, for 23,667 shares of Common Stock.  Accordingly, Mr. Buffett may be deemed to beneficially own, in the aggregate, 96,025,677.46 shares of Common Stock, or approximately 9.2% of the outstanding Common Stock.

 

 

 

Other than as set forth above, none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the executive officers and directors of any of the Berkshire Entities, beneficially own any Common Stock.

 

 

(c)

On February 10, 2003, Mr. Buffett acquired 17,333 shares of Common Stock by exercising director stock options for (i) 4,000 shares of Common Stock at an exercise price of $12.31 per share, (ii) 4,000 shares of Common Stock at an exercise price of $16.74 per share, (iii) 4,000 shares of Common Stock at an exercise price of $20.45 per share, (iv) 4,000 shares of Common Stock at an exercise price of $27.13 per share, and (v) 1,333 shares of Common Stock at an exercise price of $26.08 per share.  On the same date as such exercise, Mr. Buffett disposed of all 17,333 of these shares by (x) delivering 11,942 of them to Gillette, at a value of $28.57 per share, as payment of the exercise price for such exercise, and (y) selling the remaining 5,391 shares on the open market for $28.40 per share.

 

 

(d) - (e)

Not applicable.

 

 

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

 

 

The information set forth in Items 3 and 4 hereof is incorporated herein in its entirety by reference in response to this Item 6.

 

 

ITEM 7.

MATERIALS TO BE FILED AS EXHIBITS.

 

 

 

Exhibit No.

 

Description of Exhibit

 


 


 

A

 

Agreement, dated July 20, 1998, between Gillette and Berkshire for the purchase of the Series B Preferred Stock (incorporated herein by reference to Exhibit A of the Original 13D).

 

 

 

 

 

B

 

Certificate of Designation for the Series B Preferred Stock, including a Certificate of Correction thereto (incorporated herein by reference to Exhibit B of the Original Schedule 13D).


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 22 OF 24 PAGES

 

 

 

 

C

 

Amendment Letter, dated as of March 13, 2003, between Gillette and Berkshire (filed herewith).

 

 

 

 

 

D

 

Letter Agreement, dated February 21, 1991, among Gillette, Berkshire, and certain subsidiaries of Berkshire (incorporated by reference to Exhibit D of Amendment No. 3 to this Schedule 13D, filed with the SEC on or around February 21, 1991).

 

 

 

 

 

E

 

Agreement to File Schedule 13D Jointly, among the Reporting Persons, as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (filed herewith).

 

 

 

 

 

F

 

Certain Information about the Executive Officers and Directors of the Reporting Persons (filed herewith).


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 23 OF 24 PAGES

               After reasonable 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.

Dated:     March 14, 2003

BERKSHIRE HATHAWAY INC.

 

OBH, INC.

 

 

 

 

 

By:

/s/ MARC D. HAMBURG

 

By:

/s/ MARC D. HAMBURG

 


 

 


 

Name: Marc D. Hamburg

 

 

Name: Marc D. Hamburg

 

Title:   Vice President

 

 

Title:   Vice President

 

 

 

 

 

NATIONAL INDEMNITY COMPANY

 

NATIONAL FIRE AND MARINE INSURANCE COMPANY

 

 

 

 

 

By:

/s/ MARC D. HAMBURG

 

By:

/s/ MARC D. HAMBURG

 


 

 


 

Name: Marc D. Hamburg

 

 

Name: Marc D. Hamburg

 

Title:   Treasurer

 

 

Title:   Treasurer

 

 

 

 

 

CYPRESS INSURANCE COMPANY

 

COLUMBIA INSURANCE COMPANY

 

 

 

 

 

By:

/s/ RODNEY ELDRED

 

By:

/s/ MARC D. HAMBURG

 


 

 


 

Name: Rodney Eldred

 

 

Name: Marc D. Hamburg

 

Title:   Vice President

 

 

Title:   Treasurer

 

 

 

 

 

BH COLUMBIA INC.

 

NATIONAL LIABILITY & FIRE INSURANCE COMPANY

 

 

 

 

 

By:

/s/ MARC D. HAMBURG

 

By:

/s/ MARC D. HAMBURG

 


 

 


 

Name: Marc D. Hamburg

 

 

Name: Marc D. Hamburg

 

Title:   President

 

 

Title:   Treasurer

 

 

 

 

 

BLUE CHIP STAMPS

 

WESCO FINANCIAL CORPORATION

 

 

 

By:

/s/ JEFFREY L. JACOBSON

 

By:

/s/ JEFFREY L. JACOBSON

 


 

 


 

Name: Jeffrey L. Jacobson

 

 

Name: Jeffrey L. Jacobson

 

Title:   Vice President

 

 

Title:   Vice President

 

 

 

WESCO HOLDINGS MIDWEST, INC.

 

WESCO-FINANCIAL INSURANCE COMPANY

 

 

 

By:

/s/ MARC D. HAMBURG

 

By:

/s/ MARC D. HAMBURG

 


 

 


 

Name: Marc D. Hamburg

 

 

Name: Marc D. Hamburg

 

Title:   Treasurer

 

 

Title:   Assistant Secretary

 

 

 

 

 

WARREN E. BUFFETT

 

 

 

 

 

 

 

 

 

/s/ WARREN E. BUFFETT

 

 

 

 


 

 

 

 


CUSIP NO.  375766102

SCHEDULE 13D/A

PAGE 24 OF 24 PAGES

EXHIBIT INDEX

Exhibit No.

 

Description of Exhibit


 


A

 

Agreement, dated July 20, 1998, between Gillette and Berkshire for the purchase of the Series B Preferred Stock (incorporated herein by reference to Exhibit A of the Original 13D).

 

 

 

B

 

Certificate of Designation for the Series B Preferred Stock, including a Certificate of Correction thereto (incorporated herein by reference to Exhibit B of the Original Schedule 13D).

 

 

 

C

 

Amendment Letter, dated as of March 13, 2003, between Gillette and Berkshire (filed herewith).

 

 

 

D

 

Letter Agreement, dated February 21, 1991, among Gillette, Berkshire, and certain subsidiaries of Berkshire (incorporated by reference to Exhibit D of Amendment No. 3 to this Schedule 13D, filed with the SEC on or around February 21, 1991).

 

 

 

E

 

Agreement to File Schedule 13D Jointly, among the Reporting Persons, as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (filed herewith).

 

 

 

F

 

Certain Information about the Executive Officers and Directors of the Reporting Persons (filed herewith).

 

EX-99.C 3 dex99c.htm AMENDMENT LETTER, DATED 2/21/91 Amendment Letter, dated 2/21/91

 

Exhibit C

 

The Gillette Company

Prudential Tower Building

Boston, Massachusetts 02199

 

March 13, 2003

 

Berkshire Hathaway Inc.

1440 Kiewit Plaza

Omaha, Nebraska 68131

 

Ladies and Gentlemen:

 

Reference is made to the Letter Agreement, dated July 20, 1989, between Berkshire Hathaway Inc. (the “Purchaser”) and The Gillette Company (the “Company”) (the “1989 Letter Agreement”) (attached as Exhibit A hereto) pursuant to which Purchaser acquired the 8 ¾% Series B Cumulative Convertible Preferred Stock of the Company (the “Series B Stock”). In 1991, the Series B Stock was converted into shares of the Company’s common stock. The parties hereto desire to amend the 1989 Letter Agreement as set forth in this amendment letter (this “Amendment Letter”). Each term used in this Amendment Letter and not otherwise defined herein shall have the meaning assigned to such term in the 1989 Letter Agreement.

 

1.    Section 1(b)(iii) of the 1989 Letter Agreement is amended by the addition in the fourth line thereof, after the phrase “Preferred Stock,” and before the word “Purchaser”, of the following:

 

“or a sale pursuant to Section 1(b)(iv)(C)(II) (in which event the restrictions set forth in such section shall apply),”

 

2.    Section 1(b)(iv)(B) of the 1989 Letter Agreement is amended by the addition at the conclusion thereof, after the word “offering)” and prior to “.”, of the following:

 

“; notwithstanding the foregoing, the total amount of shares that may be sold pursuant to this Section 1(b)(iv)(B) shall be limited as provided in Section 1(b)(iv)(C)(III)”

 

1


 

3.    Section 1(b)(iv)(C) of the 1989 Letter Agreement is amended to read in its entirety as follows:

 

“(C)  (I) Subject to subparagraphs (II) and (III) below, in the event of a sale that is proposed which is not a Clause A Event or a Clause B Event, Purchaser will provide Company the opportunity to purchase the securities proposed to be sold by Purchaser at a price named by Purchaser (“Clause C-I Offer Price”). Such opportunity to purchase shall be provided to Company at least 10 business days in advance of any sale by Purchaser. If Company accepts such offer it shall so notify Purchaser by 5 p.m. Eastern Time on the tenth (10th) business day following receipt of such notice, and Company shall pay to Purchaser the Clause C-I Offer Price, in same-day funds, no later than five (5) business days following such acceptance. If the Company does not accept such offer as aforesaid, Purchaser may sell any of the securities it offered at any price at or above the Clause C-I Offer Price, so long as such sale does not constitute a Clause A Event or a Clause B Event, at any time during the 90 days following the date any acceptance by Company was due.

 

(II)  Notwithstanding Section 1(b)(iv)(C)(I), in the event of a sale that is proposed that is not a Clause A Event or a Clause B Event, but that is a transaction on a national securities exchange or with a broker or dealer in a third market or block transaction (“Market Transaction”), Purchaser will provide Company the opportunity to purchase the securities proposed to be sold by Purchaser at a per share price no greater than the closing sale price of the Company’s common stock reported on the Composite Tape for New York Stock Exchange listed stocks for the full trading session immediately preceding the day of the offer (“Clause C-II Offer Price”). Such opportunity to purchase shall be provided to Company no later than prior to the opening of trading on the New York Stock Exchange at least three (3) full trading sessions before the date of any sale by Purchaser. If Company accepts such offer (which it may do as to all or a portion of the securities proposed to be sold by Purchaser) it shall so notify Purchaser (such notification to include the number of securities the Company will purchase) by 5 p.m. Eastern time on the day of the third (3rd) full trading session following receipt of such notice, and Company shall pay to Purchaser the Clause C-II Offer Price for the shares to be purchased, in same-day funds, no later than five(5) business days following such acceptance. If the Company does not accept such offer as aforesaid, or to the extent the Company does not accept such offer if it has accepted the offer only as to a portion of the securities proposed to be sold, Purchaser may sell any of the securities it offered in one or more Market Transactions, at any price, so long as (X) no such sale constitutes a Clause A Event or a Clause B Event, (Y) Purchaser is not aware that the ultimate beneficial owner (ignoring for this purpose any broker or dealer that purchases to resell) is any one person or group of persons acting in concert which, as a result of such purchase, will possess over 3% of the general voting power of the Company’s Voting Securities outstanding at the time of the sale, and (Z) each such sale is made within 90 days following the date any acceptance by Company was due. In

 

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connection with any sale pursuant to this Section 1(b)(iv)(C)(II), Purchaser will use its reasonable market judgment to minimize the impact of such sale on the market price of the Common Stock.

 

(III)  No sale pursuant to Sections 1(b)(iv)(B), (C)(I) or (C)(II) shall be permitted if such sale would result in more than three percent (3%) of the Company’s outstanding common stock being sold by Purchaser pursuant to Sections 1(b)(iv)(B), (C)(I) or (C)(II) in any 90 day period.

 

4.    Section 1(c) of the 1989 Letter Agreement is deleted in its entirety.

 

5.    This Amendment Letter shall become effective as of the date first written above (the “Effective Date”).

 

6.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAW RULES.

 

 

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Please confirm your agreement to the foregoing by signing and returning the accompanying copy of this Amendment Letter, whereupon this Amendment Letter shall become binding on each of the Company and the Purchaser.

 

 

Very truly yours,

THE GILLETTE COMPANY

By:

 

/s/    Charles W. Cramb        


   

Name:    Charles W. Cramb

Title:      Senior Vice President and Chief                Financial Officer

 

Accepted and agreed:

 

BERKSHIRE HATHAWAY INC.

By:

 

/s/    Marc D. Hamburg         


   

Name:    Marc D. Hamburg

Title:      Vice President and Chief Financial                 Officer

 

 

4

EX-99.E 4 dex99e.htm AGREEMENT TO FILE SCHEDULE 13D JOINTLY Agreement to File Schedule 13D Jointly

Exhibit E

AGREEMENT TO FILE SCHEDULE 13D JOINTLY

(as required by Item 7 of Schedule 13D)

               The undersigned persons hereby agree that reports on Schedule 13D, and any amendments thereto, may be filed in a single statement on behalf of all such persons, and further, each such person designates Marc D. Hamburg as its agent and attorney-in-fact for the purpose of executing any and all such reports required to be made by it with the Securities and Exchange Commission.

Dated:     March 14, 2003

BERKSHIRE HATHAWAY INC.

 

OBH, INC.

 

 

 

 

 

By:

/s/ MARC D. HAMBURG

 

By:

/s/ MARC D. HAMBURG

 


 

 


 

Name: Marc D. Hamburg

 

 

Name: Marc D. Hamburg

 

Title:   Vice President

 

 

Title:   Vice President

 

 

 

 

 

NATIONAL INDEMNITY COMPANY

 

NATIONAL FIRE AND MARINE INSURANCE COMPANY

 

 

 

 

 

By:

/s/ MARC D. HAMBURG

 

By:

/s/ MARC D. HAMBURG

 


 

 


 

Name: Marc D. Hamburg

 

 

Name: Marc D. Hamburg

 

Title:   Treasurer

 

 

Title:   Treasurer

 

 

 

 

 

CYPRESS INSURANCE COMPANY

 

COLUMBIA INSURANCE COMPANY

 

 

 

 

 

By:

/s/ RODNEY ELDRED

 

By:

/s/ MARC D. HAMBURG

 


 

 


 

Name: Rodney Eldred

 

 

Name: Marc D. Hamburg

 

Title:   Vice President

 

 

Title:   Treasurer

 

 

 

 

 

BH COLUMBIA INC.

 

NATIONAL LIABILITY & FIRE INSURANCE COMPANY

 

 

 

 

 

By:

/s/ MARC D. HAMBURG

 

By:

/s/ MARC D. HAMBURG

 


 

 


 

Name: Marc D. Hamburg

 

 

Name: Marc D. Hamburg

 

Title:   President

 

 

Title:   Treasurer

 

 

 

 

 

BLUE CHIP STAMPS

 

WESCO FINANCIAL CORPORATION

 

 

 

By:

/s/ JEFFREY L. JACOBSON

 

By:

/s/ JEFFREY L. JACOBSON

 


 

 


 

Name: Jeffrey L. Jacobson

 

 

Name: Jeffrey L. Jacobson

 

Title:   Vice President

 

 

Title:   Vice President

 

 

 

WESCO HOLDINGS MIDWEST, INC.

 

WESCO-FINANCIAL INSURANCE COMPANY

 

 

 

By:

/s/ MARC D. HAMBURG

 

By:

/s/ MARC D. HAMBURG

 


 

 


 

Name: Marc D. Hamburg

 

 

Name: Marc D. Hamburg

 

Title:   Treasurer

 

 

Title:   Assistant Secretary

 

 

 

 

 

WARREN E. BUFFETT

 

 

 

 

 

 

 

 

 

/s/ WARREN E. BUFFETT

 

 

 

 


 

 

 

 

EX-99.F 5 dex99f.htm CERTAIN INFORMATION ABOUT THE EXECUTIVE OFFICERS & DIRECTORS Certain Information about the Executive Officers & Directors

Exhibit F

CERTAIN INFORMATION ABOUT THE EXECUTIVE OFFICERS AND DIRECTORS OF THE REPORTING PERSONS

          Set forth below is information about (i) the name and title of each executive officer and director of the Berkshire Entities, (ii) his or her business address, and (iii) his or her present principal occupation or employment, and the name, principal business, and address of any corporation or other organization in which such employment is conducted (to the extent that the principal business and address of such corporation or organization are not already disclosed in Item 1 of this Schedule 13D).

(1)     Berkshire Hathaway Inc. (“Berkshire”)

          The executive officers of Berkshire are Warren E. Buffett, Chairman and Chief Executive Officer, Charles T. Munger, Vice Chairman, and Marc D. Hamburg, Vice President and Chief Financial Officer.  The directors of Berkshire are Warren E. Buffett, Charles T. Munger, Howard G. Buffett, Susan T. Buffett, Malcolm G. Chace, Ronald L. Olson, and Walter Scott, Jr.

(2)     OBH, Inc. (“OBH”)

          The executive officers of OBH are Warren E. Buffett, Chairman and Chief Executive Officer, Charles T. Munger, Vice Chairman, and Marc D. Hamburg, Vice President and Treasurer.  The directors of OBH are Warren E. Buffett, Marc D. Hamburg, and Forrest N. Krutter.

(3)     National Indemnity Company (“NICO”)

          The executive officers of NICO are Donald F. Wurster, President, Ajit Jain, Executive Vice President, Phillip M. Wolf, Senior Vice President, Marc D. Hamburg, Treasurer, and Forrest N. Krutter, Senior Vice President.  The directors of NICO are Donald F. Wurster, Phillip M. Wolf, Marc D. Hamburg, Forrest N. Krutter, Warren E. Buffett, Michael A. Goldberg, and Mark D. Millard.

(4)     Nebraska Fire and Marine Insurance Company (“NFMIC”)

          The executive officers of NFMIC are Donald F. Wurster, President, Phillip M. Wolf, Senior Vice President, Marc D. Hamburg, Treasurer, and Forrest N. Krutter, Senior Vice President.  The directors of NFMIC are Donald F. Wurster, Marc D. Hamburg, Forrest N. Krutter, Warren E. Buffett, and Michael A. Goldberg.

(5)     Cypress Insurance Company (“Cypress”)

          The executive officers of Cypress are Michael Stearns, President, and Rodney Eldred, Vice President.  The directors of Cypress are Rodney Eldred, Michael A. Goldberg, and Brad Kinstler.

-F1-


(6)     Columbia Insurance Company (“Columbia”)

          The executive officers of Columbia are Donald F. Wurster, President, Phillip M. Wolf, Senior Vice President, Marc. D. Hamburg, Treasurer, and Forrest N. Krutter, Senior Vice President.  The directors of Columbia are Donald F. Wurster, Marc D. Hamburg, Forrest N. Krutter, Warren E. Buffett, and Michael A. Goldberg.

(7)     BH Columbia Inc. (“BH Columbia”)

          The executive officers of BH Columbia are Marc D. Hamburg, President, and Daniel J. Jaksich, Treasurer.  The directors of BH Columbia are Marc D. Hamburg, Daniel J. Jaksich, Jerry W. Hufton, Forrest N. Krutter, and Mark D. Millard.

(8)     National Liability & Fire Insurance Company (“NLFIC”)

          The executive officers of NLFIC are Donald F. Wurster, President, Ajit Jain, Executive Vice President, and Marc D. Hamburg, Treasurer.  The directors of NLFIC are Donald F. Wurster, Marc D. Hamburg, Warren E. Buffett, Michael A. Goldberg, Forrest N. Krutter, Brian Snover, and Phillip M. Wolf.

(9)     Blue Chip Stamps (“Blue Chip”)

          The executive officers of Blue Chip are Charles T. Munger, Chairman, Robert H. Bird, President, and Jeffrey L. Jacobson, Vice President and Chief Financial Officer.  The directors of Blue Chip are Charles T. Munger, Robert H. Bird, and Jeffrey L. Jacobson.

(10)   Wesco Financial Corporation (“Wesco”)

          The executive officers of Wesco are Charles T. Munger, Chairman, Robert H. Bird, President, Jeffrey L. Jacobson, Vice President and Chief Financial Officer, and Robert E. Sahm, Vice President.  The directors of Wesco are Charles T. Munger, Robert H. Bird, Carolyn H. Carlburg, Robert E. Denham, James N. Gamble, Elizabeth Casper Peters, and David K. Robinson.

(11)   Wesco Holdings Midwest, Inc. (“Wesco Holdings”)

          The executive officers of Wesco Holdings are Michael A. Goldberg, President, and Marc D. Hamburg, Treasurer.  The directors of Wesco Holdings are Michael A. Goldberg, Marc D. Hamburg, and Warren E. Buffett.

(12)   Wesco-Financial Insurance Company (“WFIC”)

          The executive officers of WFIC are Michael A. Goldberg, President, and Dale Geistkemper, Treasurer.  The directors of WFIC are Michael A. Goldberg, Dale Geistkemper, Warren E. Buffett, Marc D. Hamburg, and Forrest N. Krutter.

-F2-


Name

 

Principal Occupation

 

Business Address


 


 


Robert H. Bird
 

President of Wesco

 

301 East Colorado Boulevard, Suite 300, Pasadena, California 91101

         
Howard G. Buffett
 

President of Buffett Farms and BioImages, a photography and publishing company

 

407 Southmoreland Place, Decatur, Illinois 62521, which is the same address for Buffett Farms and BioImages

         
Susan T. Buffett
 

Director of Berkshire since 1991; she is not otherwise employed

 

1440 Kiewit Plaza, Omaha, Nebraska 68131

         
Warren E. Buffett
 

Chairman and Chief Executive Officer of Berkshire

 

1440 Kiewit Plaza, Omaha, Nebraska 68131

         
Carolyn H. Carlburg
 

Attorney in private practice

 

1040 North Lincoln Avenue, 2nd Floor, Pasadena, California 91103

         
Malcolm G. Chace
 

Chairman of the Board of Directors of BankRI, a community bank located in Rhode Island

 

One Providence Washington Plaza, Providence, Rhode Island 02903, which is the same address for BankRI

         
Robert E. Denham
 

Partner in the law firm of Munger, Tolles & Olson LLP

 

355 South Grand Avenue, 35th Floor, Los Angeles, California 90071-1560

         
Rodney Eldred
 

President of Cornhusker Casualty Company, the principal business of which is the property and casualty insurance business

 

9290 West Dodge Road, Omaha, Nebraska 68114, which is the same address for Cornhusker Casualty Company

         
James N. Gamble
 

Engaged in the investment counseling business

 

301 East Colorado Boulevard, Suite 300, Pasadena, California 91101

         
Dale Geistkemper
 

Treasurer of WFIC

 

3024 Harney Street, Omaha, Nebraska 68131

         
Michael A. Goldberg
 

President of Berkshire Hathaway Credit Corp., which is engaged in commercial real estate financing

 

1440 Kiewit Plaza, Omaha, Nebraska 68131, which is the same address for Berkshire Hathaway Credit Corp.

         
Marc D. Hamburg
 

Vice President and Chief Financial Officer of Berkshire

 

1440 Kiewit Plaza, Omaha, Nebraska 68131

         
Jerry W. Hufton
 

Director of Taxes of Berkshire

 

1440 Kiewit Plaza, Omaha, Nebraska 68131

         
Jeffrey L. Jacobson
 

Vice President and Chief Financial Officer of Wesco

 

301 East Colorado Boulevard, Suite 300, Pasadena, California 91101

         
Ajit Jain
 

Executive Vice President of NICO

 

3024 Harney Street, Omaha, Nebraska 68131

         
Daniel J. Jaksich
 

Controller of Berkshire

 

1440 Kiewit Plaza, Omaha, Nebraska 68131

-F3-


Name

 

Principal Occupation

 

Business Address


 

 


Brad Kinstler
 

President of Fechheimers Brothers Company, which is engaged in the manufacture of uniforms

 

4545 Malsbary Road, Cincinnati, Ohio 45242, which is the same address for Fechheimers Brothers Company

         
Forrest N. Krutter
 

Secretary of Berkshire

 

1440 Kiewit Plaza, Omaha, Nebraska 68131

         
Mark D. Millard
 

Director of Financial Assets of Berkshire

 

1440 Kiewit Plaza, Omaha, Nebraska 68131

         
Charles T. Munger
 

Vice Chairman of Berkshire

 

355 South Grand Avenue, 34th Floor, Los Angeles, California 90071-1560

         
Ronald L. Olson
 

Partner in the law firm of Munger, Tolles & Olson LLP

 

355 South Grand Avenue, 35th Floor, Los Angeles, California 90071-1560

         
Elizabeth Casper Peters
 

Engaged in personal investments

 

301 East Colorado Boulevard, Suite 300, Pasadena, California 91101

         
David K. Robinson
 

Of counsel to the law firm of Hahn & Hahn LLP

 

301 East Colorado Boulevard, Suite 300, Pasadena, California 91101; the Reporting Persons do not know the address of Hahn & Hahn LLP

         
Robert E. Sahm
 

Vice President of Wesco

 

301 East Colorado Boulevard, Suite 300, Pasadena, California 91101

         
Walter Scott, Jr.
 

Chairman of the Board of Directors of Level 3 Communications, Inc., which is engaged in telecommunications and computer outsourcing

 

1025 El Dorado Boulevard, Broomfield, Colorado 80021, which is the same address for Level 3 Communications, Inc.

         
Brian Snover
 

Vice President of NICO

 

3024 Harney Street, Omaha, Nebraska 68131

         
Michael Stearns
 

President of Cypress

 

9290 West Dodge Road, Omaha, Nebraska 68114

         
Phillip M. Wolf
 

Senior Vice President of NICO

 

3024 Harney Street, Omaha, Nebraska 68131

         
Donald F. Wurster
 

President of NICO

 

3024 Harney Street, Omaha, Nebraska 68131

-F4-

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