SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 6)*
Wells Fargo & Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
949740 10 4
(CUSIP Number)
Warren E. Buffett
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)
April 24, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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 ("Act") 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).
Page 1 of 32 Pages
(Continued on following page(s))
<PAGE>
Page 2 of 32 Pages
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 Source of Funds*:
AF
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
United States Citizen
7 Number of shares beneficially owned by each Reporting Person with
Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting Person with
Shared Voting Power:
7,291,418 shares (See Item 5)
9 Number of shares beneficially owned by each Reporting Person with
Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting Person with
Shared Dispositive Power:
7,291,418 shares (See Item 5)
11 Aggregate amount beneficially owned by each Reporting Person:
7,319,418 shares
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
7.6%
14 Type of Reporting Person*:
IN
<PAGE>
Page 3 of 32 Pages
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
Berkshire Hathaway Inc., 04-2254452
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
AF
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Delaware corporation
7 Number of shares beneficially owned by each Reporting Person with
Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting Person with
Shared Voting Power:
7,291,418 shares (See Item 5)
9 Number of shares beneficially owned by each Reporting Person with
Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting Person with
Shared Dispositive Power:
7,291,418 shares (See Item 5)
11 Aggregate amount beneficially owned by each Reporting Person:
7,291,418 shares
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
7.6%
14 Type of Reporting Person*:
HC, CO
<PAGE>
Page 4 of 32 Pages
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
National Indemnity Company, 47-0355979
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
WC, AF
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Nebraska corporation
7 Number of shares beneficially owned by each Reporting Person with
Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting Person with
Shared Voting Power:
5,537,256 shares
9 Number of shares beneficially owned by each Reporting Person with
Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting Person with
Shared Dispositive Power:
5,537,256 shares
11 Aggregate amount beneficially owned by each Reporting Person:
5,537,256 shares
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
5.8%
14 Type of Reporting Person*:
IC
<PAGE>
Page 5 of 32 Pages
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
National Indemnity Company of the South
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
WC
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Florida corporation
7 Number of shares beneficially owned by each Reporting Person with
Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting Person with
Shared Voting Power:
23,000 shares
9 Number of shares beneficially owned by each Reporting Person with
Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting Person with
Shared Dispositive Power:
23,000 shares
11 Aggregate amount beneficially owned by each Reporting Person:
23,000 shares
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
Less than 0.1%
14 Type of Reporting Person*:
IC
<PAGE>
Page 6 of 32 Pages
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
National Fire and Marine Insurance Company, 47-6021331
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
AF
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Nebraska corporation
7 Number of shares beneficially owned by each Reporting Person with
Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting Person with
Shared Voting Power:
12,097 shares
9 Number of shares beneficially owned by each Reporting Person with
Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting Person with
Shared Dispositive Power:
12,097 shares
11 Aggregate amount beneficially owned by each Reporting Person:
12,097 shares
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
Less than 0.1%
14 Type of Reporting Person*:
IC
<PAGE>
Page 7 of 32 Pages
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
Redwood Fire and Casualty Insurance Company, 47-0530076
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
WC
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Nebraska corporation
7 Number of shares beneficially owned by each Reporting Person with
Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting Person with
Shared Voting Power:
12,097 shares
9 Number of shares beneficially owned by each Reporting Person with
Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting Person with
Shared Dispositive Power:
12,097 shares
11 Aggregate amount beneficially owned by each Reporting Person:
12,097 shares
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
Less than 0.1%
14 Type of Reporting Person*:
IC
<PAGE>
Page 8 of 32 Pages
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
Cypress Insurance Company, 95-6042829
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
WC
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
California corporation
7 Number of shares beneficially owned by each Reporting Person with
Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting Person with
Shared Voting Power:
15,000 shares
9 Number of shares beneficially owned by each Reporting Person with
Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting Person with
Shared Dispositive Power:
15,000 shares
11 Aggregate amount beneficially owned by each Reporting Person:
15,000 shares
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
Less than 0.1%
14 Type of Reporting Person*:
IC
<PAGE>
Page 9 of 32 Pages
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
Columbia Insurance Company, 47-0530077
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
WC
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Nebraska corporation
7 Number of shares beneficially owned by each Reporting Person with
Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting Person with
Shared Voting Power:
1,272,839 shares
9 Number of shares beneficially owned by each Reporting Person with
Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting Person with
Shared Dispositive Power:
1,272,839 shares
11 Aggregate amount beneficially owned by each Reporting Person:
1,272,839 shares
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
1.3%
14 Type of Reporting Person*:
IC
<PAGE>
Page 10 of 32 Pages
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
National Liability & Fire Insurance Company, 36-2403971
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
WC
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Illinois corporation
7 Number of shares beneficially owned by each Reporting Person with
Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting Person with
Shared Voting Power:
139,400 shares
9 Number of shares beneficially owned by each Reporting Person with
Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting Person with
Shared Dispositive Power:
139,400 shares
11 Aggregate amount beneficially owned by each Reporting Person:
139,400 shares
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
0.1%
14 Type of Reporting Person*:
IC
<PAGE>
Page 11 of 32 Pages
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
Blue Chip Stamps, 95-3858923
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
AF
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
California corporation
7 Number of shares beneficially owned by each Reporting Person with
Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting Person with
Shared Voting Power:
169,340 shares
9 Number of shares beneficially owned by each Reporting Person with
Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting Person with
Shared Dispositive Power:
169,340 shares
11 Aggregate amount beneficially owned by each Reporting Person:
169,340 shares
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
0.2%
14 Type of Reporting Person*:
CO
<PAGE>
Page 12 of 32 Pages
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
Wesco Financial Corporation, 95-2109453
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
AF
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Delaware corporation
7 Number of shares beneficially owned by each Reporting Person with
Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting Person with
Shared Voting Power:
169,340 shares
9 Number of shares beneficially owned by each Reporting Person with
Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting Person with
Shared Dispositive Power:
169,340 shares
11 Aggregate amount beneficially owned by each Reporting Person:
169,340 shares
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
0.2%
14 Type of Reporting Person*:
CO
<PAGE>
Page 13 of 32 Pages
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
Wesco Holdings Midwest, Inc., 47-0691907
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
AF
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Delaware corporation
7 Number of shares beneficially owned by each Reporting Person with
Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting Person with
Shared Voting Power:
169,340 shares
9 Number of shares beneficially owned by each Reporting Person with
Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting Person with
Shared Dispositive Power:
169,340 shares
11 Aggregate amount beneficially owned by each Reporting Person:
169,340 shares
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
0.2%
14 Type of Reporting Person*:
CO
<PAGE>
Page 14 of 32 Pages
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
Wesco-Financial Insurance Company, 47-0685686
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
WC
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Nebraska corporation
7 Number of shares beneficially owned by each Reporting Person with
Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting Person with
Shared Voting Power:
129,340 shares
9 Number of shares beneficially owned by each Reporting Person with
Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting Person with
Shared Dispositive Power:
129,340 shares
11 Aggregate amount beneficially owned by each Reporting Person:
129,340 shares
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
0.1%
14 Type of Reporting Person*:
IC
<PAGE>
Page 15 of 32 Pages
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
Precision Steel Warehouse, Inc., 36-3005603
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
WC
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Illinois corporation
7 Number of shares beneficially owned by each Reporting Person with
Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting Person with
Shared Voting Power:
40,000 shares
9 Number of shares beneficially owned by each Reporting Person with
Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting Person with
Shared Dispositive Power:
40,000 shares
11 Aggregate amount beneficially owned by each Reporting Person:
40,000 shares
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
Less than 0.1%
14 Type of Reporting Person*:
CO
<PAGE>
Page 16 of 32 Pages
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
GEICO Corporation, 52-1135801
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
WC
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Delaware corporation
7 Number of shares beneficially owned by each Reporting Person with
Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting Person with
Shared Voting Power:
100,000 shares
9 Number of shares beneficially owned by each Reporting Person with
Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting Person with
Shared Dispositive Power:
100,000 shares
11 Aggregate amount beneficially owned by each Reporting Person:
100,000 shares
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
0.1%
14 Type of Reporting Person*:
HC, CO
<PAGE>
Page 17 of 32 Pages
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
Nebraska Furniture Mart, Inc., 43-0428274
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
WC
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Nebraska corporation
7 Number of shares beneficially owned by each Reporting Person with
Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting Person with
Shared Voting Power:
60,486 shares
9 Number of shares beneficially owned by each Reporting Person with
Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting Person with
Shared Dispositive Power:
60,486 shares
11 Aggregate amount beneficially owned by each Reporting Person:
60,486 shares
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
Less than 0.1%
14 Type of Reporting Person*:
CO
<PAGE>
Page 18 of 32 Pages
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of Above Person:
The Fechheimer Bros. Company, 31-1000330
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds*:
WC
5 Check box if disclosure of Legal Proceedings
is required pursuant to Items 2(d) or (e) [ ]
6 Citizen or place of organization:
Delaware corporation
7 Number of shares beneficially owned by each Reporting Person with
Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting Person with
Shared Voting Power:
85,000 shares
9 Number of shares beneficially owned by each Reporting Person with
Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting Person with
Shared Dispositive Power:
85,000 shares
11 Aggregate amount beneficially owned by each Reporting Person:
85,000 shares
12 Check Box if the aggregate amount in
Row (11) excludes certain shares* [ ]
13 Percent of class represented by amount in Row (11):
Less than 0.1%
14 Type of Reporting Person*:
CO
<PAGE>
Page 19 of 32 Pages
This Amendment No. 6 to the Schedule 13D filed by Berkshire Hathaway Inc.
and certain of its subsidiaries with respect to the common stock of Wells
Fargo & Company amends the following items of the original Schedule, as
previously amended:
ITEM 2. IDENTITY AND BACKGROUND.
In addition to the persons previously identified as filing this Schedule,
GEICO Corporation has become a wholly owned subsidiary of Berkshire Hathaway
Inc., and has joined with the other Berkshire subsidiaries in making this
filing. Specific information with respect to GEICO Corporation responsive to
this Item 2 is as follows:
GEICO Corporation
One GEICO Plaza, Washington, D.C. 20076-0001
GEICO Corporation is engaged in the property and casualty insurance
business. GEICO Corporation has not been convicted, during the last five
years, in a criminal proceeding. GEICO Corporation has not, during the last
five years, been party to a civil proceeding resulting in a judgment,
decree or final order relating to any violation of federal or state
securities laws.
The Executive Officers and Directors of GEICO Corporation are as
follows:
Executive Officers:
President and Chief Executive Officer-
Insurance Operations Olza M. Nicely
President and Chief Executive Officer-
Capital Operations Louis A. Simpson
Executive Vice President
and Chief Financial Officer W. Alvon Sparks, Jr.
Senior Vice-President
and Chief Information Officer Simone J. Pace
Directors:
Warren E. Buffett
Marc D. Hamburg
Forrest N. Krutter
<PAGE>
Page 20 of 32 Pages
The business address of each of the executive officers of GEICO
Corporation listed above is One GEICO Plaza, Washington, D.C. 20076-0001. The
business addresses of the directors of GEICO Corporation are as follows:
Warren E. Buffett 1440 Kiewit Plaza
Omaha, Nebraska 68131
Marc D. Hamburg 1440 Kiewit Plaza
Omaha, Nebraska 68131
Forrest N. Krutter 3024 Harney Street
Omaha, Nebraska 68131
The present principal occupation of each of the officers of GEICO
Corporation is the office listed. The present principal occupation of each of
the directors of GEICO Corporation is as follows:
Warren E. Buffett Chairman of the Board,
Berkshire Hathaway Inc.
Marc D. Hamburg Vice-President
and Chief Financial Officer,
Berkshire Hathaway Inc.
Forrest N. Krutter Senior Vice-President,
National Indemnity Company
To the best knowledge of the persons filing this Schedule 13D, none
of the officers or directors of GEICO Corporation set forth above have been
convicted, during the last five years, in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
To the best knowledge of the persons filing this Schedule 13D, none
of the officers or directors of GEICO Corporation set forth above have, during
the last five years, been party to a civil proceeding resulting in a judgment,
decree or final order relating to any violation of federal or state securities
laws.
To the best knowledge of the persons filing this Schedule 13D, each
of the officers and directors of GEICO Corporation set forth above is a
citizen of the United States.
<PAGE>
Page 21 of 32 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Subsidiaries of Berkshire Hathaway Inc. ("Berkshire") have spent, in the
aggregate, approximately $490,978,580 to purchase the 7,291,418 shares of
common stock ("shares") of Wells Fargo & Company ("Wells Fargo") they
currently own, including an aggregate of $67,298,443 used to purchase an
aggregate of 750,300 shares of common stock of First Interstate Bancorp that
were converted into 500,200 shares of Wells Fargo & Company stock in the
merger of those two companies on April 1, 1996. Internally generated funds of
such subsidiaries were used to purchase the shares they hold. The 28,000
shares held by certain "defined benefit" type employee benefit plans that
Warren E. Buffett may be deemed to control (See Item 5.a below) were
acquired by such plans with internally generated funds at an aggregate cost
of approximately $1,824,899.
Should Berkshire make any additional purchases of Wells Fargo securities,
it expects that internally generated funds will be used. To the best
knowledge of the persons filing this Schedule, no officers or directors of the
companies identified in Item 2 have expended funds to purchase capital stock
of Wells Fargo.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of Berkshire and its subsidiaries in acquiring shares of
common stock of Wells Fargo has been and continues to be to acquire shares for
investment.
Berkshire's earlier filings on Schedule 13D described in detail
Berkshire's filing with the Board of Governors of the Federal Reserve System
(the "Board of Governors") with respect to ownership of Wells Fargo stock.
These previous filings also described certain commitments made to the Board of
Governors placing various restrictions on Berkshire with respect to its
ownership and its relationship with Wells Fargo (e.g., not having a
representative on Wells Fargo's Board of Directors; not soliciting proxies in
opposition to management; restrictions on banking or other business
relationships with Wells Fargo).
Further, at the time these commitments were made to the Board of
Governors, Berkshire also entered a Passivity Agreement with Wells Fargo.
This agreement provided similar restrictions to the commitments, and also
placed additional restrictions on Berkshire's disposition rights with respect
to its Wells Fargo stock, and granted the Secretary of Wells Fargo a proxy to
vote all Wells Fargo stock owned by Berkshire in the manner recommended by the
Board of Directors.
On April 1, 1996, Wells Fargo completed its merger with First Interstate
Bancorp. As a result of the issuance of a
<PAGE>
Page 22 of 32 Pages
substantial amount of additional Wells Fargo common stock in the merger,
Berkshire's percentage ownership of Wells Fargo stock was reduced from
approximately 14.5% to approximately 7.6%. Based on this reduction in
percentage ownership to well below 10%, Berkshire communicated to the Board of
Governors and to Wells Fargo its desire to terminate the commitments
previously made to the Board of Governors and also to terminate the Passivity
Agreement with Wells Fargo.
This request to the Board of Governors was not intended and should not be
viewed as indicating in any way an intention by Berkshire to exercise any
control of Wells Fargo. Berkshire has no such intention. Berkshire simply
believes that since its percentage ownership has decreased below the 10%
threshold that required the commitments in the first place, there was no
reason why it should be restricted in ways different from any other Wells
Fargo stockholder owning less than 10% of the outstanding shares. For
example, the commitments effectively prevented Berkshire from having normal
banking relationships with Wells Fargo that could be beneficial to both
parties.
The Board of Governors issued a letter on April 24, 1996 granting
Berkshire's request. As a result, the commitments no longer apply, and
Berkshire cannot increase its ownership of Wells Fargo voting securities above
the 10% level without filing appropriate notices with the Board of Governors
and other applicable regulators.
Similarly, Berkshire has requested, and Wells Fargo has agreed, that the
Passivity Agreement between Berkshire and Wells Fargo be terminated.
Berkshire or its subsidiaries may or may not purchase additional shares
of Wells Fargo stock. Whether any share purchases will be made, and the
timing and extent of any such purchases, will both depend upon Berkshire's
evaluation of various factors, including market price, market conditions, the
availability of or need for funds, and its evaluation of alternative
investments. Moreover, based upon these same factors, Berkshire or its
subsidiaries might also determine to sell all or part of their current
holdings of Wells Fargo stock.
Berkshire and the other persons filing this Schedule, other than as
described above, have no plans or proposals that relate to or would result in
an extraordinary corporate transaction involving Wells Fargo or any of its
subsidiaries; a sale or transfer of a material amount of assets of Wells Fargo
or any of its subsidiaries; a change in the present Board of Directors or
management of Wells Fargo; a material change in the present capitalization or
dividend policy of Wells Fargo; any other material change in Wells Fargo's
business or corporate structure, changes in Wells Fargo's charter or bylaws or
other actions that might impede the acquisition of control of Wells Fargo by
any
<PAGE>
Page 23 of 32 Pages
other person; causing securities of Wells Fargo to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
interdealer quotation system of a registered national securities association;
causing securities of Wells Fargo to be eligible for termination of
registration pursuant to the Securities Exchange Act of 1934; or any other
similar action.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
a. The following table sets forth the aggregate number of shares of
common stock (and the percentage of the voting power) of Wells
Fargo held of record by the following corporations named in Item 2:
NO. OF SHARES PERCENTAGE*
OF OF
NAME COMMON STOCK VOTING POWER
National Indemnity Company 5,414,256 5.6%
National Indemnity Company
of the South 23,000 **
Redwood Fire and Casualty
Insurance Company 12,097 **
Cypress Insurance Company 15,000 **
Columbia Insurance Company 1,272,839 1.3%
National Liability &
Fire Insurance Company 139,400 0.1%
Wesco-Financial Insurance
Company 129,340 0.1%
Precision Steel Warehouse, Inc. 40,000 **
GEICO Corporation 100,000 0.1%
Nebraska Furniture Mart, Inc. 60,486 **
The Fechheimer Bros. Company 85,000 **
--------- -----
TOTAL 7,291,418 7.6%
* (Reflects voting power based upon 95,900,000 shares of common stock of
Wells Fargo outstanding, information provided by Wells Fargo.)
** Less than 0.1%.
<PAGE>
Page 24 of 32 Pages
Warren E. Buffett may be deemed to control Berkshire Hathaway Inc.,
which controls each of the corporations with record ownership of
the Wells Fargo common stock identified in the table above. Both
Mr. Buffett and Berkshire Hathaway Inc. thus may be considered to
have beneficial ownership of the entire 7,291,418 shares of Wells
Fargo common stock held of record by the corporations identified
above. All of the corporations identified in the table above are
direct subsidiaries of Berkshire Hathaway Inc., except National
Indemnity Company of the South, GEICO Corporation Redwood Fire and
Casualty Insurance Company, Wesco-Financial Insurance Company and
Precision Steel Warehouse, Inc., which are indirect subsidiaries of
Berkshire Hathaway Inc. Berkshire Hathaway Inc. controls each of
the intervening companies identified in the cover pages and in
response to Item 2: National Indemnity Company (in the case of
National Indemnity Company of the South and GEICO Corporation);
National Fire and Marine Insurance Company (in the case of Redwood
Fire and Casualty Insurance Company); and Blue Chip Stamps, Wesco
Financial Corporation and Wesco Holdings Midwest, Inc. (in the case
of both Precision Steel Warehouse, Inc. and Wesco-Financial
Insurance Company). Each of these intervening companies is
identified, whether or not it is a record holder of Wells Fargo
common stock, in the cover pages hereof and in response to Item 2.
In addition to the 7,291,418 shares beneficially owned by Berkshire
Hathaway Inc., Mr. Buffett may be deemed to have beneficial
ownership of 28,000 shares held by certain "defined benefit" type
employee benefit plans for certain employees of Berkshire Hathaway
Inc. or its subsidiaries, based upon power to direct the
investments of such plans. Mr. Buffett does not have sole or
shared voting power over such additional shares.
b. Each of the corporations named in Item 5(a) has both voting and
investment power with respect to the respective shares indicated.
However, Warren E. Buffett, Chairman of the Board of Berkshire
Hathaway Inc., who may be deemed to control the corporations named
in Item 5(a), directs the investments and voting of each of the
corporations named. Thus, Mr. Buffett and Berkshire Hathaway Inc.
share voting power and investment power with respect to the shares
of Wells Fargo & Company owned by each of the corporations named in
Item 5(a). The shared voting and investment power of Mr. Buffett,
Berkshire Hathaway Inc. and each of the intervening corporations is
reflected herein.
<PAGE>
Page 25 of 32 Pages
c. On April 1, 1996, as a result of the merger of Wells Fargo and
First Interstate Bancorp, Berkshire's National Indemnity Company
and GEICO Corporation subsidiaries received 400,200 and 100,000
shares, respectively, of Wells Fargo stock in exchange for 600,300
and 150,000 shares, respectively, of First Interstate common stock
previously held. These exchanges occurred by operation of law in
the merger, and were based on the exchange ratio of two-thirds of a
Wells Fargo share for each First Interstate share held.
d. Not applicable.
e. Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As described above in Item 4, Wells Fargo and Berkshire have
executed a Termination of Passivity Agreement in the form attached as Exhibit
B hereto, terminating various restrictions with respect to shares of Wells
Fargo common stock owned by Berkshire and its subsidiaries.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
a. A copy of a letter from the Board of Governors of the U.S. Federal
Reserve System relieving Berkshire from commitments previously made
regarding Wells Fargo & Company is attached as Exhibit A to this
Schedule.
b. The Termination of Passivity Agreement between Wells Fargo & Company and
Berkshire Hathaway Inc. is attached as Exhibit B to this Schedule.
c. A copy of a joint filing agreement regarding filing with the Securities
and Exchange Commission of joint statements and granting a power of
attorney with respect to such filings on behalf of GEICO Corporation is
filed herewith as Exhibit C to this Schedule.
<PAGE>
Page 26 of 32 Pages
EXHIBIT INDEX
EXHIBIT PAGE
a. A copy of a letter from the Board of Governors of
the U.S. Federal Reserve System relieving Berkshire
from commitments previously made regarding Wells
Fargo & Company is attached as Exhibit A to this
Schedule. 29
b. The Termination of Passivity Agreement between Wells
Fargo & Company and Berkshire Hathaway Inc. is
attached as Exhibit B to this Schedule. 31
c. A copy of a joint filing agreement, regarding filing
with the Securities and Exchange Commission of joint
statements and granting a power of attorney with
respect to such filings on behalf of GEICO Corporation
is attached as Exhibit C to this Schedule. 32
<PAGE>
Page 27 of 32 Pages
After reasonable inquiry and to the best knowledge and belief of each,
the undersigned hereby certify that the information set forth in this
statement is true, complete, and correct.
Dated this 26th day of April, 1996.
/S/ WARREN E. BUFFETT
Warren E. Buffett
BERKSHIRE HATHAWAY INC. 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
NATIONAL INDEMNITY COMPANY COLUMBIA INSURANCE COMPANY
OF THE SOUTH
By/S/ WARREN E. BUFFETT By/S/ WARREN E. BUFFETT
Warren E. Buffett Warren E. Buffett
Chairman of the Board Chairman of the Board
NATIONAL FIRE AND MARINE REDWOOD FIRE AND CASUALTY
INSURANCE COMPANY
CYPRESS INSURANCE COMPANY
GEICO CORPORATION
By/S/ WARREN E. BUFFETT
Warren E. Buffett NATIONAL LIABILITY & FIRE
Chairman of the Board INSURANCE COMPANY
BLUE CHIP STAMPS
WESCO FINANCIAL CORPORATION
WESCO HOLDINGS MIDWEST, INC.
WESCO-FINANCIAL INSURANCE
COMPANY
<PAGE>
Page 28 of 32 Pages
PRECISION STEEL WAREHOUSE,
INC.
THE FECHHEIMER BROS. COMPANY
NEBRASKA FURNITURE MART, INC.
By/S/ WARREN E. BUFFETT
Warren E. Buffett
Attorney-in-Fact
<PAGE>
Page 29 of 32 Pages
Exhibit A
BOARD OF GOVERNORS
OF THE
FEDERAL RESERVE SYSTEM
WASHINGTON, D.C. 20551
William L. Cathey, Esq.
Munger, Tolles & Olson
355 South Grand Avenue
Thirty-Fifth Floor
Los Angeles, CA 90071
Dear Mr. Cathey:
This is in response to the request by Berkshire Hathaway, Inc.,
Omaha, Nebraska ("Berkshire"), for termination of the passivity commitments
relied on by the Board in its approval of the acquisition by Berkshire of up
to 22 percent of the voting securities of Wells Fargo & Company, San
Francisco, California ("Wells Fargo)". In order to avoid becoming a bank
holding company subject to the limitations of the Bank Holding Company Act
("BHC Act"), Berkshire made these commitments to assure the Board that its
investment in Wells Fargo would remain passive.
As a result of the recent merger of Wells Fargo with First
Interstate Bancorp, San Francisco, California, Berkshire currently controls
approximately 7 percent of Wells Fargo's outstanding shares of voting
securities. This ownership interest does not trigger any of the presumptions
of control in the BHC Act or the Board's Regulation Y, and there are no
indications that Berkshire controls or has attempted to control Wells Fargo.
In addition, Berkshire will continue to be subject to the control provisions
of the BHC Act and the Change in Bank Control Act ("CIBC Act"). Berkshire has
acknowledged that, notwithstanding termination of the passivity commitments,
its exercise of control over Wells Fargo without prior Board approval would
violate the BHC Act and the CIBC Act regardless of the amount of the Wells
Fargo voting securities it owns. In addition, Wells Fargo has acknowledged
that it must obtain Board approval before acquiring more than 9.9 percent of
any class of Wells Fargo voting securities.
<PAGE>
Page 30 of 32 Pages
-2-
Based on all the facts of record, including all the representations
made by Berkshire, the Board has approved Berkshire's request for relief from
the passivity commitments. This approval should not be construed as granting
relief from any other conditions or other commitments to which Berkshire may
be subject. In addition, if subsequent events indicate that Berkshire is
exercising or attempting to exercise control over Wells Fargo or any of its
subsidiaries, the Board may initiate a proceeding against Berkshire under the
BHC Act, or require Berkshire to file a notice under the CIBC Act.
Very truly yours,
/s/ Jennifer J. Johnson
Jennifer J. Johnson
Deputy Secretary of the Board
cc: Federal Reserve Bank of San Francisco
<PAGE>
Page 31 of 32 Pages
Exhibit B
TERMINATION OF PASSIVITY AGREEMENT
This Termination of Passivity Agreement (the "Termination
Agreement") is entered as of April 24, 1996 by and among Berkshire Hathaway
Inc., on behalf of itself and its subsidiaries ("Berkshire"), and Wells Fargo
& Company ("Wells Fargo") with respect to the following premises:
A. WHEREAS, Berkshire and Wells Fargo entered a Passivity
Agreement as of July 31, 1991 with respect to ownership of Wells Fargo stock
by Berkshire and with respect to limitations on Berkshire's activities
regarding Wells Fargo and its securities as a result of such ownership; and
B. WHEREAS, the Passivity Agreement was based on Berkshire owning
more than 10% and as much as 22% of Wells Fargo voting securities; and
C. WHEREAS, as a result of the merger of Wells Fargo and First
Interstate Bancorp (the "Merger") which became effective on April 1, 1996,
Berkshire's ownership of Wells Fargo voting securities has been reduced to
less than 10%; and
D. WHEREAS, the parties hereto believe that the Passivity
Agreement no longer is necessary, and that benefits may accrue to the parties
if the Passivity Agreement is terminated;
NOW, THEREFORE, Berkshire and Wells Fargo agree that as of this
date, the Passivity Agreement will terminate and be of no further force and
effect.
IN WITNESS WHEREOF, the undersigned have executed this Termination
Agreement as of April 24, 1996.
BERKSHIRE HATHAWAY INC.
By /s/ Warren E. Buffett
Warren E. Buffett
Chairman of the Board
WELLS FARGO & COMPANY
By /s/ Guy Rounsaville, Jr.
Guy Rounsaville, Jr.
Executive Vice-President,
Chief Counsel and Secretary
<PAGE>
Page 32 of 32 Pages
Exhibit C
POWER OF ATTORNEY/JOINT FILING AGREEMENT
The undersigned designates Warren E. Buffet as its agent and Attorney-in-
Fact for the purpose of executing any and all Schedule 13D filings required to
be made by it with the Securities and Exchange Commission, and, further agrees
that reports on Schedule 13D, and amendments thereto, may be filed in a single
statement along with Warren E. Buffett and Berkshire Hathaway Inc. and its
affiliated companies.
GEICO CORPORATION
By /S/ OLZA M. NICELY
Olza M. Nicely
President and Chief Executive
Officer-Insurance Operations
