<PAGE>
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) December 21, 1998
Berkshire Hathaway Inc.
(formerly known as NBH, Inc.)
(Exact Name of Registrant as Specified in Charter)
Delaware 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)
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 2. Acquisition or Disposition of Assets.
At 11:59 p.m., Eastern Time on December 21, 1998, Berkshire Hathaway
Inc.("Old Berkshire") and General Re Corporation ("General Re") completed the
combination of their businesses pursuant to the Agreement and Plan of Mergers,
dated as of June 19,1998 (the "Merger Agreement"), between Old Berkshire and
General Re. The Merger Agreement is incorporated herein by reference to Annex I
of the Joint Proxy Statement/ Prospectus dated August 12, 1998 included herewith
as Exhibit 2.1 (the "Joint Proxy Statement"). The acquisition was consummated
through the mergers of two wholly owned subsidiaries of a newly formed holding
company ("New Berkshire") with and into Old Berkshire and General Re, with the
result that Old Berkshire and General Re became wholly owned subsidiaries of New
Berkshire (the "Mergers"). Following the Mergers, Old Berkshire was renamed OBH
Inc. and New Berkshire was renamed Berkshire Hathaway Inc. New Berkshire is the
successor issuer to Old Berkshire and General Re pursuant to Section 12(b) of
the Securities Exchange Act of 1934. The Joint Proxy Statement is incorporated
herein by reference.
Upon consummation of the Mergers, each outstanding share of Class A
Common Stock, par value $5.00, and each outstanding share of Class B Common
Stock of Old Berkshire, par value $0.1667, ("Old Berkshire Common Stock") were
converted into one share of Class A Common Stock, par value $5.00, and one share
of Class B Common Stock, par value $0.1667, of New Berkshire ("New Berkshire
Common Stock"), respectively. Each certificate representing shares of Old
Berkshire Common Stock, without any action on the part of the holder thereof, is
now deemed to represent an equal number of shares of New Berkshire Common Stock.
Each outstanding share of common stock, par value $0.50 per share, of General Re
(the "General Re Common Stock") was converted into the right to receive, at the
holder's election (the "Election"), (i) 0.0035 of a share of New Berkshire Class
A Common Stock or (ii) 0.105 of a share of New Berkshire Class B Common Stock.
Elections must be made by March 1, 1999. Holders that have not made an effective
Election by March 1, 1999 will receive shares of New Berkshire Class B Common
Stock for their shares of General Re Common Stock.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
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The financial statements of Old Berkshire and General Re required by
this Item 7(a) are incorporated herein by reference to the financial statements
of Old Berkshire and General Re set forth in their respective Annual Reports on
Form 10-K for the year ended December 31, 1997 and their respective Quarterly
Reports on Form 10-Q for the quarter ended September 30, 1998, which financial
statements are included herewith as Exhibits.
(b) Pro Forma Financial Information.
The pro forma financial statements required by this Item 7(b) will
be filed by amendment to this Form 8-K no later than March 1, 1999.
(c) The following exhibits are filed herewith or incorporated by reference
herein:
Exhibit Number Description
2.1 Joint Proxy Statement/Prospectus, dated August 12,
1998 of Berkshire Hathaway Inc. and General Re
Corporation Incorporated by reference (File Nos.
1-10125 and 1-8026))
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of PricewaterhouseCoopers LLP
99.1 Consolidated Financial Statements of Berkshire
Hathaway Inc. and Notes thereto (Incorporated by
reference to the Annual Report on Form 10-K of
Berkshire Hathaway Inc. for the year ended
December 31, 1997 (File No. 1-10125))
99.2 Interim Consolidated Financial Statements of
Berkshire Hathaway Inc. and Notes thereto
(Incorporated by reference to the Quarterly Report
on Form 10-Q of Berkshire Hathaway Inc. for the
quarter ended September 30, 1998 (File No. 1-
10125))
99.3 Consolidated Financial Statements of General Re
Corporation and Notes thereto (Incorporated by
reference to the Annual Report on Form 10-K of
General Re Corporation for the year ended December
31, 1997 (File No. 1-8026))
99.4 Consolidated Interim Financial Statements of
General Re Corporation and Notes thereto
(Incorporated by reference to the Quarterly Report
on Form 10-Q of General Re Corporation for the
quarter ended September 30, 1998 (File No. 1-8026))
99.5 Joint Press Release of Berkshire Hathaway Inc. and
General Re Corporation issued December 21, 1998
99.6 Press Release of Berkshire Hathaway Inc. issued
December 23, 1998
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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.
BERKSHIRE HATHAWAY INC.
By: /s/ Marc D. Hamburg
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Name: Marc D. Hamburg
Title: Vice President and
Chief Financial Officer
Dated: January 5, 1999
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EXHIBIT INDEX
Exhibit Number Description
2.1 Joint Proxy Statement/Prospectus, dated August 12,
1998 of Berkshire Hathaway Inc. and General Re
Corporation (Incorporated by reference (File Nos.
1-10125 and 1-8026))
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of PricewaterhouseCoopers LLP
99.1 Consolidated Financial Statements of Berkshire
Hathaway Inc. and Notes thereto (Incorporated by
reference to the Annual Report on Form 10-K of
Berkshire Hathaway Inc. for the year ended December
31, 1997 (File No. 1-10125))
99.2 Interim Consolidated Financial Statements of
Berkshire Hathaway Inc. and Notes thereto
(Incorporated by reference to the Quarterly Report
on Form 10-Q of Berkshire Hathaway Inc. for the
quarter ended September 30, 1998 (File No. 1-
10125))
99.3 Consolidated Financial Statements of General Re
Corporation and Notes thereto (Incorporated by
reference to the Annual Report on Form 10-K of
General Re Corporation for the year ended December
31, 1997 (File No. 1-8026))
99.4 Consolidated Interim Financial Statements of
General Re Corporation and Notes thereto
(Incorporated by reference to the Quarterly Report
on Form 10-Q of General Re Corporation for the
quarter ended September 30, 1998 (File No. 1-8026))
99.5 Joint Press Release of Berkshire Hathaway Inc. and
General Re Corporation issued December 21, 1998
99.6 Press Release of Berkshire Hathaway Inc. issued
December 23, 1998
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Form 8-K of Berkshire
Hathaway Inc. (previously NBH, Inc.) of our reports on Old Berkshire (defined in
this Form 8-K) dated March 6, 1998, appearing in the Annual Report on Form 10-K
of Old Berkshire for the year ended December 31, 1997, and to the reference to
us under the heading "Experts" in Registration Statement Nos. 333-61129 and
333-61129-01.
Deloitte & Touche LLP
Omaha, Nebraska
January 4, 1999
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this report on Form 8-K of
Berkshire Hathaway Inc. of our report dated January 30, 1998, on our audits of
the consolidated financial statements and financial statement schedules of
General Re Corporation and subsidiaries as of December 31, 1997 and 1996, and
for the three years in the period ended December 31, 1997.
PricewaterhouseCoopers LLP
New York, New York
January 5, 1999
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EXHIBIT 99.5
FOR IMMEDIATE RELEASE
Berkshire Hathaway Inc. General Re Corporation
1440 Kiewit Plaza Financial Centre
Omaha, NE 68131 Stamford, Connecticut 06904
BERKSHIRE HATHAWAY INC. AND GENERAL RE CORPORATION
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CLOSE MERGER
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Omaha, Nebraska and Stamford, Connecticut, December 21, 1998 -- Berkshire
Hathaway Inc. (NYSE:BRK.A and BRK.B) and General Re Corporation (NYSE:GRN)
announced today that their previously announced planned merger has closed and
will become effective at 11:59 p.m. Eastern time today. Accordingly, shares of
General Re will no longer trade on the New York Stock Exchange.
Under the terms of the merger agreement, each General Re shareholder will have
the option to elect to receive either 0.0035 Class A shares or 0.105 Class B
shares of Berkshire for each share of General Re common stock. Election forms
are expected to be sent during the week of December 28, 1998 to all General Re
shareholders of record as of December 21, 1998. Any General Re shareholder not
making an election by March 1, 1999 will receive Berkshire Class B shares.
********
Berkshire is a holding company owning subsidiaries engaged in a number of
diverse business activities. The most important of these is the property and
casualty insurance business conducted on both a direct and reinsurance basis
through a number of subsidiaries.
********
General Re Corporation is a holding company for global reinsurance and related
risk management operations. It owns General Reinsurance Corporation and National
Reinsurance Corporation, the largest professional property/casualty reinsurance
group domiciled in the United States, and also holds a controlling interest in
Kolnische Ruckversicherungs-Gesellschaft AG (Cologne Re), a major international
reinsurer. Together, General Re and Cologne Re transact reinsurance business as
"General & Cologne Re".
In addition, General Re writes excess and surplus lines insurance through
General Star Management Company, provides alternative risk solutions through
Genesis Underwriting Management Company, provides reinsurance brokerage services
through Herbert Clough, Inc., manages aviation insurance risks through United
States Aviation Underwriters, Inc., and acts as a business development
consultant and reinsurance intermediary through Ardent Risk Services, Inc.
General Re also operates as a dealer in the swap and derivatives market through
General Re Financial Products Corporation, and provides specialized investment
services to the insurance industry through General Re-New England Asset
Management, Inc.
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For additional information, please contact:
Berkshire Hathaway Inc. General Re Corporation
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Marc Hamburg 402-346-1400 Deborah Nelson 203-328-6448
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EXHIBIT 99.6
BERKSHIRE HATHAWAY INC.
NEWS RELEASE
FOR IMMEDIATE RELEASE DECEMBER 23, 1998
Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, NE 68131
Omaha, Nebraska, December 23, 1998 -- As announced on Monday, December 21, 1998,
the merger between Berkshire Hathaway Inc. and General Re Corporation became
effective on December 21, 1998. The purpose of this announcement is to clarify
certain matters relating to procedures for exchanging shares of General Re
common stock for Berkshire common stock.
Under the terms of the merger agreement, each General Re shareholder will have
the option to elect to receive either 0.0035 Class A shares or 0.105 Class B
shares of Berkshire for each share of General Re common stock. Election forms
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are expected to be sent as soon as possible, and in any event, no later than
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December 28, 1998 to all General Re shareholders of record as of December 21,
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1998. The Exchange Agent has been instructed to issue the Merger Consideration
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as soon as possible following the receipt of the Required Documents from a
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Holder. Holders will not be required to wait for the Election Deadline to occur
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prior to receiving the Merger Consideration. Any General Re shareholder not
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making an election by March 1, 1999 will receive Berkshire Class B shares.
********
Berkshire is a holding company owning subsidiaries engaged in a number of
diverse business activities. The most important of these is the property and
casualty insurance business conducted on both a direct and reinsurance basis
through a number of subsidiaries.
********
For additional information, please contact:
Marc Hamburg 402-346-1400
