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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 24, 1999
Berkshire Hathaway Inc.
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C> <C>
Delaware 001-14905 47-0813844
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
1440 Kiewit Plaza, Omaha, Nebraska 68131
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (402) 346-1400
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On October 24, 1999, MidAmerican Energy Holdings Company
("MidAmerican") executed an Agreement and Plan of Merger (the "Merger
Agreement") with Teton Formation L.L.C. ("Teton LLC") and Teton Acquisition
Corp. ("Merger Sub"), which are entities formed by Berkshire Hathaway Inc.
("Berkshire"), Walter Scott, Jr. and David L. Sokol. The Merger Agreement
provides that, subject to the terms and conditions thereof (including, without
limitation, approval by shareholders of MidAmerican and certain regulatory
approvals), Merger Sub will merge with and into MidAmerican, with MidAmerican
continuing as the surviving corporation (the "Surviving Corporation"). Upon
consummation of the merger, all of the outstanding shares of MidAmerican common
stock (other than shares held by MidAmerican, Merger Sub or Teton LLC and
shares which have perfected appraisal rights), will be converted into the right
to receive $35.05 per share in cash.
Pursuant to the terms of a Subscription Agreement between Berkshire
and Merger Sub, dated as of October 24, 1999 (the "Berkshire Subscription
Agreement"), Berkshire expects to invest approximately $1.25 billion in common
stock and non-dividend-paying convertible preferred stock of the Surviving
Corporation, giving Berkshire about a 75% interest in the Surviving Corporation
on a fully-diluted basis. Berkshire will also buy an $800 million issue of non-
transferable trust preferred stock.
Copies of the Merger Agreement, the Operating Agreement of Teton LLC
and the Subscription Agreements between Merger Sub and each of Berkshire, Walter
Scott, Jr. and David L. Sokol are filed herewith as Exhibits 99.1 through 99.5,
respectively, and are incorporated herein by reference. The descriptions of
the Merger Agreement and the Berkshire Subscription Agreement set forth herein
are qualified in their entirety by reference to the provisions of the Merger
Agreement and the Berkshire Subscription Agreement, respectively.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) The following exhibits are filed with this report:
Exhibit Number Description
99.1 Agreement and Plan of Merger dated as of
October 24, 1999 by and among MidAmerican
Energy Holdings Company, Teton Acquisition
Corp. and Teton Formation L.L.C.
(incorporated by reference to Exhibit 1 to
the Schedule 13D of David L. Sokol filed
with the Securities and Exchange Commission
on October 25, 1999 with respect to the
common stock of MidAmerican (the "Sokol
Schedule 13D")).
99.2 Operating Agreement of Teton Formation
L.L.C., dated October 14, 1999 (incorporated
by reference to Exhibit 5 to the Sokol
Schedule 13D).
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99.3 Berkshire Hathaway Inc. Amended and Restated
Subscription Agreement, dated October 24,
1999 (incorporated by reference to Exhibit 2
to the Sokol Schedule 13D).
99.4 David L. Sokol Amended and Restated
Subscription Agreement, dated October 24,
1999 (incorporated by reference to Exhibit 4
to the Sokol Schedule 13D).
99.5 Walter Scott, Jr. Amended and Restated
Subscription Agreement, dated October 24,
1999 (incorporated by reference to Exhibit 3
to the Sokol Schedule 13D).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 30, 1999
BERKSHIRE HATHAWAY INC.
By: /s/ Marc D. Hamburg
Name: Marc D. Hamburg
Title: Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
99.1 Agreement and Plan of Merger dated as of
October 24, 1999 by and among MidAmerican
Energy Holdings Company, Teton Acquisition
Corp. and Teton Formation L.L.C.
(incorporated by reference to Exhibit 1 to
the Schedule 13D of David L. Sokol filed
with the Securities and Exchange Commission
on October 25, 1999 with respect to the
common stock of MidAmerican (the "Sokol
Schedule 13D")).
99.2 Operating Agreement of Teton Formation
L.L.C., dated October 14, 1999 (incorporated
by reference to Exhibit 5 to the Sokol
Schedule 13D).
99.3 Berkshire Hathaway Inc. Amended and Restated
Subscription Agreement, dated October 24,
1999 (incorporated by reference to Exhibit 2
to the Sokol Schedule 13D).
99.4 David L. Sokol Amended and Restated
Subscription Agreement, dated October 24,
1999 (incorporated by reference to Exhibit 4
to the Sokol Schedule 13D).
99.5 Walter Scott, Jr. Amended and Restated
Subscription Agreement, dated October 24,
1999 (incorporated by reference to Exhibit 3
to the Sokol Schedule 13D).
