-----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, QxfORTpUAXPMbyPKWmmi4lnN5DKvZew+OjRsUcqcD+zZcUhsTOHh7SwCLJToul7o wdJ96ErtRW1mSMLSUKRgNg== 0000898430-99-000977.txt : 19990318 0000898430-99-000977.hdr.sgml : 19990318 ACCESSION NUMBER: 0000898430-99-000977 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990317 GROUP MEMBERS: BERKSHIRE HATHAWAY INC GROUP MEMBERS: BLUE CHIP STAMPS GROUP MEMBERS: BORSHEIM'S JEWELRY COMPANY, INC. GROUP MEMBERS: CENTRAL STATES INDEMNITY COMPANY OF OMAHA GROUP MEMBERS: CENTRAL STATES OF OMAHA COMPANIES, INC. GROUP MEMBERS: COLUMBIA INSURANCE COMPANY GROUP MEMBERS: NATIONAL FIRE & MARINE INSURANCE COMPANY GROUP MEMBERS: NATIONAL INDEMNITY COMPANY GROUP MEMBERS: NEBRASKA FURNITURE MART, INC. GROUP MEMBERS: OBH INC. GROUP MEMBERS: THE FECHHEIMER BROTHERS COMPANY GROUP MEMBERS: WARREN E. BUFFET GROUP MEMBERS: WESCO FINANCIAL CORPORATION GROUP MEMBERS: WESCO HOLDINGS MIDWEST, INC. GROUP MEMBERS: WESCO-FINANCIAL INSURANCE CO. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EXPRESS CO CENTRAL INDEX KEY: 0000004962 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 134922250 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-15607 FILM NUMBER: 99566908 BUSINESS ADDRESS: STREET 1: AMERICAN EXPRESS TWR WORLD FINANCIAL CN STREET 2: 200 VESEY ST 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2126402000 MAIL ADDRESS: STREET 1: AMERICAN EXPRESS TOWER STREET 2: 200 VESEY ST 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 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 13G/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 SC 13G/A 1 SCHEDULE 13G/AMEND #2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities and Exchange Act of 1934 (Amendment No. 2)* American Express Company (Name of Issuer) Common Stock (Title of Class of Securities) 025816 10 9 (CUSIP Number) Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) ______________________ * 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. (Continued on following page(s)) CUSIP No. 025816 10 9 13G Page 2 of 30 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person Warren E. Buffett 2 Check The Appropriate Box If A Member Of A Group* (a) [X] (b) [ ] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 Citizenship Or Place Of Organization United States Citizen 5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power -0- 6 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 50,536,900 Shares Common Stock 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power -0- 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 50,536,900 Shares Common Stock 9 Aggregate Amount Beneficially Owned By Each Reporting Person 50,536,900 Shares Common Stock 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row (9) 11.2% of Common Stock (see response to Item 4) 12 Type Of Reporting Person* IN CUSIP No. 025816 10 9 13G Page 3 of 30 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person Berkshire Hathaway Inc. 2 Check The Appropriate Box If A Member Of A Group* (a) [X] (b) [ ] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 Citizenship Or Place Of Organization Delaware corporation 5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power -0- 6 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 50,536,900 Shares Common Stock 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power -0- 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 50,536,900 Shares Common Stock 9 Aggregate Amount Beneficially Owned By Each Reporting Person 50,536,900 Shares Common Stock 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row (9) 11.2% of Common Stock (see response to Item 4) 12 Type Of Reporting Person* HC, CO CUSIP No. 025816 10 9 13G Page 4 of 30 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person OBH Inc. 2 Check The Appropriate Box If A Member Of A Group* (a) [X] (b) [ ] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 Citizenship Or Place Of Organization Delaware corporation 5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power -0- 6 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 50,536,900 Shares Common Stock 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power -0- 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 50,536,900 Shares Common Stock 9 Aggregate Amount Beneficially Owned By Each Reporting Person 50,536,900 Shares Common Stock 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row (9) 11.2% of Common Stock (see response to Item 4) 12 Type Of Reporting Person* HC, CO CUSIP No. 025816 10 9 13G Page 5 of 30 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person National Indemnity Company 2 Check The Appropriate Box If A Member Of A Group* (a) [X] (b) [ ] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 Citizenship Or Place Of Organization Nebraska corporation 5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power -0- 6 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 40,085,293 Shares Common Stock 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power -0- 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 40,085,293 Shares Common Stock 9 Aggregate Amount Beneficially Owned By Each Reporting Person 40,085,293 Shares Common Stock 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row (9) 8.9% of Common Stock (see response to Item 4) 12 Type Of Reporting Person* IC, CO CUSIP No. 025816 10 9 13G Page 6 of 30 Name of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person National Fire & Marine Insurance Company 2 Check The Appropriate Box If A Member Of A Group* (a) [X] (b) [ ] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 Citizenship Or Place Of Organization Nebraska corporation 5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power -0- 6 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 2,664,878 Shares Common Stock 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power -0- 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 2,664,878 Shares Common Stock 9 Aggregate Amount Beneficially Owned By Each Reporting Person 2,664,878 Shares Common Stock 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row (9) 0.6% of Common Stock (see response to Item 4) 12 Type Of Reporting Person* IC, CO CUSIP No. 025816 10 9 13G Page 7 of 30 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person Nebraska Furniture Mart, Inc. 2 Check The Appropriate Box If A Member Of A Group* (a) [X] (b) [ ] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 Citizenship Or Place Of Organization Nebraska corporation 5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power -0- 6 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 466,571 Shares Common Stock 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power -0- 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 466,571 Shares Common Stock 9 Aggregate Amount Beneficially Owned By Each Reporting Person 466,571 Shares Common Stock 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row (9) 0.1% of Common Stock (see response to Item 4) 12 Type Of Reporting Person* CO CUSIP No. 025816 10 9 13G Page 8 of 30 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person Borsheim's Jewelry Company, Inc. 2 Check The Appropriate Box If A Member Of A Group* (a) [X] (b) [ ] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 Citizenship Or Place Of Organization Nebraska corporation 5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power -0- 6 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 93,314 Shares Common Stock 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power -0- 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 93,314 Shares Common Stock 9 Aggregate Amount Beneficially Owned By Each Reporting Person 93,314 Shares Common Stock 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row (9) Less than 0.1% of Common Stock (see response to Item 4) 12 Type Of Reporting Person* CO CUSIP No. 025816 10 9 13G Page 9 of 30 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person The Fechheimer Brothers Company 2 Check The Appropriate Box If A Member Of A Group* (a) [X] (b) [ ] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 Citizenship Or Place Of Organization Delaware corporation 5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power -0- 6 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 279,944 Shares Common Stock 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power -0- 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 279,944 Shares Common Stock 9 Aggregate Amount Beneficially Owned By Each Reporting Person 279,944 Shares Common Stock 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row (9) 0.1% of Common Stock (see response to Item 4) 12 Type Of Reporting Person* CO CUSIP No. 025816 10 9 13G Page 10 of 30 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person Columbia Insurance Company 2 Check The Appropriate Box If A Member Of A Group* (a) [X] (b) [ ] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 Citizenship Or Place Of Organization Nebraska corporation 5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power -0- 6 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 5,741,800 Shares Common Stock 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power -0- 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 5,741,800 Shares Common Stock 9 Aggregate Amount Beneficially Owned By Each Reporting Person 5,741,800 Shares Common Stock 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row (9) 1.3% of Common Stock (see response to Item 4) 12 Type Of Reporting Person* IC, CO CUSIP No. 025816 10 9 13G Page 11 of 30 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person Blue Chip Stamps 2 Check The Appropriate Box If A Member Of A Group* (a) [X] (b) [ ] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 Citizenship Or Place Of Organization California corporation 5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power -0- 6 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 647,700 Shares Common Stock 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power -0- 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 647,700 Shares Common Stock 9 Aggregate Amount Beneficially Owned By Each Reporting Person 647,700 Shares Common Stock 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row (9) 0.1% of Common Stock (see response to Item 4) 12 Type Of Reporting Person* CO CUSIP No. 025816 10 9 13G Page 12 of 30 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person Wesco Holdings Midwest, Inc. 2 Check The Appropriate Box If A Member Of A Group* (a) [X] (b) [ ] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 Citizenship Or Place Of Organization Delaware corporation 5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power -0- 6 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 647,700 Shares Common Stock 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power -0- 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 647,700 Shares Common Stock 9 Aggregate Amount Beneficially Owned By Each Reporting Person 647,700 Shares Common Stock 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row (9) 0.1% of Common Stock (see response to Item 4) 12 Type Of Reporting Person* HC, CO CUSIP No. 025816 10 9 13G Page 13 of 30 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person Wesco Financial Corporation 2 Check The Appropriate Box If A Member Of A Group* (a) [X] (b) [ ] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 Citizenship Or Place Of Organization Delaware corporation 5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power -0- 6 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 647,700 Shares Common Stock 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power -0- 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 647,700 Shares Common Stock 9 Aggregate Amount Beneficially Owned By Each Reporting Person 647,700 Shares Common Stock 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row (9) 0.1% of Common Stock (see response to Item 4) 12 Type Of Reporting Person* CO CUSIP No. 025816 10 9 13G Page 14 of 30 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person Wesco-Financial Insurance Co. 2 Check The Appropriate Box If A Member Of A Group* (a) [X] (b) [ ] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 Citizenship Or Place Of Organization Nebraska corporation 5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power -0- 6 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 647,700 Shares Common Stock 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power -0- 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 647,700 Shares Common Stock 9 Aggregate Amount Beneficially Owned By Each Reporting Person 647,700 Shares Common Stock 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row (9) 0.1% of Common Stock (see response to Item 4) 12 Type Of Reporting Person* IC, CO CUSIP No. 025816 10 9 13G Page 15 of 30 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person Central States of Omaha Companies, Inc. 2 Check The Appropriate Box If A Member Of A Group* (a) [X] (b) [ ] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 Citizenship Or Place Of Organization Nebraska corporation 5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power -0- 6 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 290,000 Shares Common Stock 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power -0- 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 290,000 Shares Common Stock 9 Aggregate Amount Beneficially Owned By Each Reporting Person 290,000 Shares Common Stock 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row (9) 0.1% of Common Stock (see response to Item 4) 12 Type Of Reporting Person* CO CUSIP No. 025816 10 9 13G Page 16 of 30 1 Name Of Reporting Person S.S. Or I.R.S. Identification No. Of Above Person Central States Indemnity Company of Omaha 2 Check The Appropriate Box If A Member Of A Group* (a) [X] (b) [ ] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 Citizenship Or Place Of Organization Nebraska corporation 5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Voting Power -0- 6 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Voting Power 290,000 Shares Common Stock 7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole Dispositive Power -0- 8 Number Of Shares Beneficially Owned By Each Reporting Person With Shared Dispositive Power 290,000 Shares Common Stock 9 Aggregate Amount Beneficially Owned By Each Reporting Person 290,000 Shares Common Stock 10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares* [ ] 11 Percent Of Class Represented By Amount In Row (9) 0.1% of Common Stock (see response to Item 4) 12 Type Of Reporting Person* IC, CO CUSIP No. 025816 10 9 13G Page 17 of 30 Item 1(a). Name of Issuer: American Express Company Item 1(b). Address of Issuer's Principal Executive Offices: American Express Tower World Financial Center New York, New York 10285 Item 2(a). Name of Persons Filing: Item 2(b). Address of Principal Business Office: Item 2(c). Citizenship: This Statement is filed by the following persons (collectively, the "Reporting Persons"): Warren E. Buffett 1440 Kiewit Plaza Omaha, Nebraska 68131 (United States Citizen) Berkshire Hathaway Inc. 1440 Kiewit Plaza Omaha, Nebraska 68131 (Delaware corporation) OBH Inc. 1440 Kiewit Plaza Omaha, Nebraska 68131 (Delaware corporation) National Indemnity Company 3024 Harney Street Omaha, Nebraska 68131 (Nebraska corporation) National Fire & Marine Insurance Company 3024 Harney Street Omaha, Nebraska 68131 (Nebraska corporation) Nebraska Furniture Mart, Inc. 700 South 72nd Street Omaha, Nebraska 68114 (Nebraska corporation) The Fechheimer Brothers Company 4545 Malsbary Road Cincinnati, Ohio 45252 (Delaware corporation) Borsheim's Jewelry Company, Inc. CUSIP No. 025816 10 9 13G Page 18 of 30 120 Regency Parkway Omaha, Nebraska 68114 (Nebraska corporation) Columbia Insurance Company 3024 Harney Street Omaha, Nebraska 68131 (Nebraska corporation) Blue Chip Stamps 301 East Colorado Boulevard Pasadena, California 91101 (California corporation) Wesco Holdings Midwest, Inc. 1440 Kiewitt Plaza Omaha, Nebraska 68131 (Nebraska corporation) Wesco Financial Corporation 301 East Colorado Boulevard Pasadena, California 91101 (Delaware corporation) Wesco-Financial Insurance Company 3024 Harney Street Omaha, Nebraska 68131 (Nebraska corporation) Central States of Omaha Companies, Inc. 1212 North 96th Street Omaha, Nebraska 68134 (Nebraska corporation) Central States Indemnity Company of Omaha 1212 North 96th Street Omaha, Nebraska 68134 (Nebraska corporation) Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 025816 10 9 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act: Not applicable. CUSIP No. 025816 10 9 13G Page 19 of 30 (b) [ ] Bank as defined in Section 3(a)(6) of the Act: Not applicable. (c) [X] Insurance Company as defined in Section 3(a)(19) of the Act: National Indemnity Company National Fire & Marine Insurance Company Columbia Insurance Company Wesco-Financial Insurance Company Central States Indemnity Company of Omaha (d) [ ] Investment Company registered under Section 8 of the Investment Company Act: Not applicable. (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940: Not applicable. (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund: Not applicable. (g) [X] Parent Holding Company, in accordance with Rule 13d- 1(b)(ii)(G): Berkshire Hathaway Inc.** OBH Inc.*** Blue Chip Stamps **** Wesco Financial Corporation**** Wesco Holdings Midwest, Inc.**** Central States of Omaha Company, Inc.***** Warren E. Buffett (individual who may be deemed to control Berkshire Hathaway Inc.) (h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H): Not applicable. CUSIP No. 025816 10 9 13G Page 20 of 30 ** Berkshire Hathaway Inc. is the parent holding company of OBH Inc. *** OBH Inc. is the parent holding company of Blue Chip Stamps and Central States of Omaha Companies, Inc. **** Blue Chip Stamps is the parent holding company of Wesco Financial Corporation which is the parent holding company of Wesco Holdings Midwest, inc., which is the parent holding of Wesco-Financial Insurance Company. ***** Central States of Omaha, Inc. is the parent holding company of Central States Indemnity Company of Omaha. Item 4. Ownership As of December 31, 1998, the Reporting Persons beneficially owned in the aggregate more than five percent of the outstanding Common Stock as follows: Warren E. Buffett (a) Amount Beneficially Owned: 50,536,900 shares Common Stock. (b) Percent of Class: 11.2% of Common Stock.***** (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: none. (ii) shared power to vote or to direct the vote: 50,536,900 shares Common Stock. (iii) sole power to dispose or direct the disposition of: none. (iv) shared power to dispose or to direct the disposition of: 50,536,900 shares Common Stock. Berkshire Hathaway Inc. (a) Amount Beneficially Owned: 50,536,900 shares Common Stock (b) Percent of Class: 11.2% of Common Stock.***** (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: none. (ii) shared power to vote or to direct the vote: 50,536,900 shares Common Stock. CUSIP No. 025816 10 9 13G Page 21 of 30 (iii) sole power to dispose or direct the disposition of: none. (iv) shared power to dispose or to direct the disposition of: 50,536,900 shares Common Stock. OBH Inc. (a) Amount Beneficially Owned: 50,536,900 shares Common Stock (b) Percent of Class: 11.2% of Common Stock.***** (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: none. (ii) shared power to vote or to direct the vote: 50,536,900 shares Common Stock. (iii) sole power to dispose or direct the disposition of: none. (iv) shared power to dispose or to direct the disposition of: 50,536,900 shares Common Stock. National Indemnity Company (a) Amount Beneficially Owned: 40,085,293 shares Common Stock. (b) Percent of Class: 8.9% of Common Stock.***** (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: none. (ii) shared power to vote or to direct the vote: 40,085,293 shares Common Stock. (iii) sole power to dispose or direct the disposition of: none. (iv) shared power to dispose or to direct the disposition of: 40,085,293 shares Common Stock. National Fire & Marine Insurance Company (a) Amount Beneficially Owned: 2,664,878 shares CUSIP No. 025816 10 9 13G Page 22 of 30 Common Stock (b) Percent of Class: 0.6% of Common Stock.***** (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: none. (ii) shared power to vote or to direct the vote: 2,664,878 shares Common Stock. (iii) sole power to dispose or direct the disposition of: none. (iv) shared power to dispose or to direct the disposition of: 2,664,878 shares Common Stock. Nebraska Furniture Mart, Inc. (a) Amount Beneficially Owned: 466,571 shares Common Stock. (b) Percent of Class: 0.1% of Common Stock.***** (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: none. (ii) shared power to vote or to direct the vote: 466,571 shares Common Stock. (iii) sole power to dispose or direct the disposition of: none. (iv) shared power to dispose or to direct the disposition of: 466,571 shares Common Stock. The Fechheimer Brothers Company (a) Amount Beneficially Owned: 279,944 shares Common Stock (b) Percent of Class: 0.1% of Common Stock.***** (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: none. (ii) shared power to vote or to direct the CUSIP No. 025816 10 9 13G Page 23 of 30 vote: 279,944 shares Common Stock. (iii) sole power to dispose or direct the disposition of: none. (iv) shared power to dispose or to direct the disposition of: 279,944 shares Common Stock. Borsheim's Jewelry Company, Inc. (a) Amount Beneficially Owned: 93,314 shares Common Stock. (b) Percent of Class: less than 0.1% of Common Stock.***** (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: none. (ii) shared power to vote or to direct the vote: 93,314 shares Common Stock. (iii) sole power to dispose or direct the disposition of: none. (iv) shared power to dispose or to direct the disposition of: 93,314 shares Common Stock. Columbia Insurance Company (a) Amount Beneficially Owned: 5,741,800 shares Common Stock. (b) Percent of Class: 1.3% of Common Stock.***** (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: none. (ii) shared power to vote or to direct the vote: 5,741,800 shares Common Stock. (iii) sole power to dispose or direct the disposition of: none. (iv) shared power to dispose or to direct the disposition of: 5,741,800 shares Common Stock. CUSIP No. 025816 10 9 13G Page 24 of 30 Blue Chip Stamps (a) Amount Beneficially Owned: 647,700 shares Common Stock. (b) Percent of Class: 0.1% of Common Stock.***** (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: none. (ii) shared power to vote or to direct the vote: 647,700 shares Common Stock. (iii) sole power to dispose or direct the disposition of: none. (iv) shared power to dispose or to direct the disposition of: 647,700 shares Common Stock. Wesco Financial Corporation (a) Amount Beneficially Owned: 647,700 shares Common Stock. (b) Percent of Class: 0.1% of Common Stock.***** (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: none. (ii) shared power to vote or to direct the vote: 647,700 shares Common Stock. (iii) sole power to dispose or direct the disposition of: none. (iv) shared power to dispose or to direct the disposition of: 647,700 shares Common Stock. Wesco Holdings Midwest, Inc. (a) Amount Beneficially Owned: 647,700 shares Common Stock. (b) Percent of Class: 0.1% of Common Stock.***** (c) Number of shares as to which such person has: (i) sole power to vote or to direct the CUSIP No. 025816 10 9 13G Page 25 of 30 vote: none. (ii) shared power to vote or to direct the vote: 647,700 shares Common Stock. (iii) sole power to dispose or direct the disposition of: none. (iv) shared power to dispose or to direct the disposition of: 647,700 shares Common Stock. Wesco Financial Insurance Company (a) Amount Beneficially Owned: 647,700 shares Common Stock. (b) Percent of Class: 0.1% of Common Stock.***** (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: none. (ii) shared power to vote or to direct the vote: 647,700 shares Common Stock. (iii) sole power to dispose or direct the disposition of: none. (iv) shared power to dispose or to direct the disposition of: 647,700 shares Common Stock. Central States of Omaha Companies (a) Amount Beneficially Owned: 290,000 shares Common Stock. (b) Percent of Class: 0.1% of Common Stock.***** (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: none. (ii) shared power to vote or to direct the vote: 290,000 shares Common Stock. (iii) sole power to dispose or direct the disposition of: none. CUSIP No. 025816 10 9 13G Page 26 of 30 (iv) shared power to dispose or to direct the disposition of: 290,000 shares Common Stock. Central States Indemnity Company of Omaha (a) Amount Beneficially Owned: 290,000 shares Common Stock. (b) Percent of Class: 0.1% of Common Stock.***** (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: none. (ii) shared power to vote or to direct the vote: 290,000 shares Common Stock. (iii) sole power to dispose or direct the disposition of: none. (iv) shared power to dispose or to direct the disposition of: 290,000 shares Common Stock. ***** Percentages based on 452,089,489 shares of the Issuer's Common Stock outstanding as of October 31, 1998 according to the Issuer's report on Form 10Q for the quarter ended September 30, 1998. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. At this time, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Securities covered by this Information Statement. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See Item 3(c) and Exhibit A. CUSIP No. 025816 10 9 13G Page 27 of 30 Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. CUSIP No. 025816 10 9 13G Page 28 of 30 SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated this 16th day of March, 1999.
/s/ Warren E. Buffett Warren E. Buffett BERKSHIRE HATHAWAY INC., OBH Inc., NATIONAL INDEMNITY COMPANY, NATIONAL FIRE AND MARINE INSURANCE COMPANY, BORSHEIM'S JEWELRY COMPANY, INC., and COLUMBIA INSURANCE COMPANY By: /s/ Warren E. Buffett Warren E. Buffett Chairman of the Board of each of the above-named corporations NEBRASKA FURNITURE MART, INC., THE FECHHEIMER BROTHERS COMPANY, BLUE CHIP STAMPS, WESCO FINANCIAL CORPORATION, WESCO FINANCIAL INSURANCE COMPANY, CENTRAL STATES OF OMAHA COMPANIES, INC., and CENTRAL STATES INDEMNITY COMPANY OF OMAHA By: /s/ Warren E. Buffett Warren E. Buffett Attorney-in-Fact
EX-99.A 2 RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANY CUSIP No. 025816 10 9 13G Page 28 of 30 EXHIBIT A RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANY Parent Holding Company: Berkshire Hathaway Inc. OBH Inc. Blue Chip Stamps Wesco financial Corporation Wesco Holdings Midwest, Inc. Central States of Omaha Companies, Inc. Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.) Relevant Subsidiaries Which Are Insurance Companies as Defined in Section 3(a)(19) of the Act: National Indemnity Company National Fire & Marine Insurance Company Columbia Insurance Company Wesco-Financial Insurance Company Central States Indemnity Company of Omaha Note: No Common Stock of American Express Company is held directly by Berkshire Hathaway Inc. Other than the indirect holdings of Berkshire Hathaway Inc., no Common Stock of American Express Company is held directly or indirectly by Warren E. Buffett, an individual who may be deemed to control Berkshire Hathaway Inc. 1,107,229 shares or approximately 0.2% of Common Stock of American Express Company are held directly by OBH Inc., Nebraska Furniture Mart, Inc., The Fechheimer Brothers Company and Borsheim's Jewelry Company, Inc., none of which are persons specified in Rule 13d-1(b)(1)(ii)(A) through (F). EX-99.B 3 POWER OF ATTORNEY CUSIP No. 025816 10 9 13G Page 29 of 30 EXHIBIT B The undersigned persons hereby agree that reports on Schedule 13G, and amendments thereto, may be filed in a single statement on behalf of each of such persons, and further, each of such persons designates Warren E. Buffett as its agent and Attorney-in-Fact for the purpose of executing any and all Schedule 13G filings required to be made by it with the Securities and Exchange Commission.
/s/ Warren E. Buffett Warren E. Buffett BERKSHIRE HATHAWAY INC. BORSHEIM'S JEWELRY COMPANY, INC. By: /s/ Warren E. Buffett By: /s/ Warren E. Buffett Warren E. Buffett Warren E. Buffett Chairman of the Board Chairman of the Board CENTRAL STATES INDEMNITY COMPANY OF OMAHA CENTRAL STATES OF OMAHA COMPANIES, INC. By: /s/ William McBain Kizer By: /s/ William McBain Kizer William McBain Kizer William McBain Kizer Chairman of the Board Chairman of the Board COLUMBIA INSURANCE COMPANY THE FECHHEIMER BROS. CO. By: /s/ Warren E. Buffett By: /s/ Linda L. Metze Warren E. Buffett Linda L. Metze Chairman of the Board Treasurer NATIONAL FIRE AND MARINE INSURANCE COMPANY NATIONAL INDEMNITY COMPANY By: /s/ Warren E. Buffett By: /s/ Warren E. Buffett Warren E. Buffett Warren E. Buffett Chairman of the Board Chairman of the Board
CUSIP No. 025816 10 9 13G Page 30 of 30
NEBRASKA FURNITURE MART, INC. BLUE CHIP STAMPS By: /s/ Marc D. Hamburg By: /s/ Marc D. Hamburg Marc D. Hamburg Marc D. Hamburg Assistant Secretary Assistant Secretary WESCO FINANCIAL CORPORATION WESCO HOLDINGS MIDWEST, INC. By: /s/ Robert H. Bird By: /s/ Marc D. Hamburg Robert H. Bird Marc D. Hamburg President Assistant Secretary WESCO-FINANCIAL INSURANCE CO. By: /s/ Marc D. Hamburg Marc D. Hamburg Assistant Secretary
-----END PRIVACY-ENHANCED MESSAGE-----