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PROSPECTUS
BERKSHIRE HATHAWAY INC.
2,529 Shares of Class A Common Stock
1,363 Shares of Class B Common Stock
This Prospectus relates to 2,529 shares of our Class A Common Stock and
1,363 shares of our Class B Common Stock. The shares covered by this prospectus
are being offered by certain selling shareholders who acquired them as
consideration in our acquisition of U.S. Investment Corporation.
The selling shareholders may sell the shares from time to time in one or
more transactions. The prices at which such shareholders may sell the shares
will be determined by the prevailing market prices for the shares or in
negotiated transactions. They may also sell the shares in one or more
underwritten offerings. We will not receive any of the proceeds from the sale
of the shares.
The New York Stock Exchange lists both our Class A Common Stock, which
trades under the symbol "BRK.A", and our Class B Common Stock, which trades
under the symbol "BRK.B".
_______________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
_______________
The date of this prospectus is October 5, 2000.
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No one has been authorized to give any information or to make any
representations, other than those contained or incorporated by reference in this
prospectus or in a prospectus supplement, in connection with the offer made by
this prospectus and any prospectus supplement. If given or made, such
information or representations must not be relied upon as having been authorized
by us or the selling shareholders. Neither the delivery of this prospectus or
any prospectus supplement nor any sale made hereunder or thereunder shall, under
any circumstances, create an implication that the information contained or
incorporated by reference in this prospectus or any prospectus supplement is
correct as of any time subsequent to their dates. This prospectus and any
prospectus supplement shall not constitute an offer to sell or a solicitation of
an offer to buy any of the shares in any jurisdiction in which such offer or
solicitation may not lawfully be made.
TABLE OF CONTENTS
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Page
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Berkshire Hathaway Inc................................................. 3
Use of Proceeds........................................................ 4
Selling Shareholders................................................... 4
Plan of Distribution................................................... 7
Legal Matters.......................................................... 8
Experts................................................................ 8
Where You Can Find More Information.................................... 9
Incorporation of Certain Documents By Reference........................ 9
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BERKSHIRE HATHAWAY INC.
We are a holding company which owns subsidiaries engaged in a number of
diverse businesses. Our most important business is the property and casualty
insurance business, which is conducted on both a direct and reinsurance basis
through a number of subsidiaries. Included in this group of subsidiaries is
GEICO Corporation, the sixth largest auto insurer in the United States, and
General Re Corporation, one of the four largest reinsurers in the world.
The investment portfolios of our insurance subsidiaries include meaningful
equity ownership percentages of other publicly traded companies, including
American Express Company, The Coca-Cola Company, Federal Home Loan Mortgage
Corporation, The Gillette Company, The Washington Post Company, and Wells Fargo
& Company. Much information about these publicly owned companies is available,
including information released from time to time by the companies themselves.
Our non-insurance subsidiaries conduct a variety of other business activities,
including:
. the publication of a daily and Sunday newspaper in Western New
York (Buffalo News)
. the manufacture and sale of boxed chocolates and other
confectionery products (See's Candies)
. diversified manufacturing and distribution (managed by Scott
Fetzer, and whose principal products are sold under the Kirby and
Campbell Hausfeld brand names)
. the retail sale of home furnishings (Nebraska Furniture Mart,
R.C. Willey Home Furnishings, Star Furniture Company and Jordan's
Furniture, Inc.)
. the manufacture, import and distribution of footwear (H.H. Brown
Shoe Company, Lowell Shoe, Inc., Dexter Shoe Company and Justin
Brands)
. the retail sale of fine jewelry (Borsheim's, Helzberg's Diamond
Shops and Ben Bridge)
. the providing of training to operators of aircraft and ships
throughout the world (FlightSafety International)
. the providing of fractional ownership programs for general
aviation aircraft (Executive Jet)
. the licensing and servicing of almost 6,000 Dairy Queen Stores
(Dairy Queen)
. the rental of furniture and accessories (CORT Furniture Rental)
. the manufacturing and production of face brick and concrete
masonry products (Acme Building Brands)
Operating decisions are made by the managers of the various businesses.
Investment decisions and all other capital allocation decisions are made by
Warren E. Buffett, in consultation with Charles T. Munger. Mr. Buffett is
Chairman and Mr. Munger is Vice Chairman of our board of directors.
Our executive offices are located at 1440 Kiewit Plaza, Omaha, Nebraska
68131, and our telephone number is (402) 346-1400.
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USE OF PROCEEDS
We will not receive any of the proceeds from the selling shareholders' sale of
the shares.
SELLING SHAREHOLDERS
We issued the shares offered by this prospectus to the selling shareholders in
connection with our acquisition of U.S. Investment Corporation, which is now our
wholly owned subsidiary. When we use the term "selling shareholder," we are
referring to each of the former U.S. Investment Corporation shareholders. All
of the selling shareholders currently hold the same office or position with U.S.
Investment Corporation as they did prior to the merger, with the exception of
the Corporate Secretary.
Immediately following the effectiveness of the merger, the selling
shareholders held, in the aggregate, 2,529 shares of our Class A Common Stock
(which is less than one percent of our outstanding Class A Common Stock) and
1,363 shares of our Class B Common Stock (which is less than one percent of our
outstanding Class B Common Stock). We cannot estimate the number of shares that
will be offered for sale pursuant to this prospectus because each of the selling
shareholders can offer to sell all or just some of the shares they own. In
addition, the offering may or may not be an underwritten offering on a firm
commitment basis. For these same reasons, we are also unable to estimate the
number of shares that will be held by each selling shareholder upon termination
of the offering. For more information, please read the "Plan of Distribution"
section later in this prospectus.
The following table sets forth each selling shareholder's beneficial ownership
of our Class A Common Stock and Class B Common Stock as of the date of this
prospectus.
Shareholder Name Number of Shares
---------------- ----------------
Class A Common Stock Class B Common Stock
-------------------- --------------------
Archie W. Berry, Jr. 312 shares 17 shares
Irene Berry 97 shares 6 shares
Cathy Berry Sutton 100 shares 28 shares
David Sutton 17 shares 10 shares
Faith Anne Berry 102 shares 7 shares
Mark William Berry 108 shares 21 shares
Nathanael William Berry 108 shares 21 shares
Randi Groder Berry 3 shares 15 shares
Nan E. Berry 108 shares 21 shares
Jon William Berry 94 shares 16 shares
Marla Berry 94 shares 16 shares
Robert B. Berry 507 shares 9 shares
Carol S. Berry 108 shares 21 shares
Susan B. Kohlhas 108 shares 21 shares
Jeffrey M. Kohlhas 19 shares 26 shares
Susan B. Kohlhas for
Katherine Grace Kohlhas 19 shares 26 shares
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Barbara Berry-Jancic 108 shares 21 shares
Robert R. Berry 108 shares 21 shares
John Berry 6 shares 17 shares
Virginia Berry 3 shares 6 shares
Herbert E. Berry 18 shares 3 shares
Patricia A. Berry 14 shares 8 shares
Patricia Berry Howland 13 shares 0 shares
Thomas E. Berry 13 shares 4 shares
Nancy A. Rando 13 shares 0 shares
Herbert Berry, Jr. & Patricia Berry, h/w,
Trustees for Margaret Berry Balon 12 shares 10 shares
Herbert Berry, Jr. & Patricia Berry, h/w,
Trustees for Timothy C. Berry 8 shares 22 shares
Herbert Berry, Jr. & Patricia Berry, h/w,
Trustees for Kathryn Berry Keating 12 shares 16 shares
Elizabeth B. Lloyd 12 shares 3 shares
John P. Coupe, Jr. 3 shares 25 shares
William B. Sowash, Trustee of
the William B. Sowash 5 shares 21 shares
Revocable Trust
Frank J. Mitchell, Jr. 1 share 22 shares
Martin C. Kenin 2 shares 23 shares
Joanne Kenin 5 shares 12 shares
Martin C. Kenin & Joanne Kenin, tenants
in the entireties 9 shares 0 shares
John M. Surotchak 0 shares 25 shares
Dorothy Hayken & Maurice Hayken, h/w,
as tenants by the entireties 2 shares 5 shares
G and E Rowe 1993 Revocable Living
Trust dated June 16, 1993 7 shares 21 shares
Residuary T/W Bernard T. Quinn FBO
Angeline M. Quinn, Angeline M. Quinn, 10 shares 18 shares
Trustee
Angeline M. Quinn 25 shares 4 shares
Sidney Geller 3 shares 4 shares
Bernard Simonson & Eleanor Simonson,
h/w, as tenants by the entireties 11 shares 4 shares
Patricia G. Magil 8 shares 22 shares
Louis F. Rivituso & Kathleen F. Rivituso,
h/w, as tenants by the entireties 21 shares 10 shares
Louis F. Rivituso 13 shares 4 shares
Steven J. Rivituso 0 shares 26 shares
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Marian G. Abell 21 shares 10 shares
Lois Jordan Felldin 1 share 14 shares
Hugh Seltner & Maureen A. Seltner, h/w,
as tenants by the entireties 5 shares 7 shares
Hugh Seltner, Jr. 0 shares 13 shares
Mrs. Martha Drury 4 shares 11 shares
The Jack Gould Testamentary Trust,
Marilyn H. Gould & Alison Gould, Trustees 4 shares 21 shares
Robert C. Swavely & Marie F. Swavely,
h/w, as tenants by the entireties 3 shares 28 shares
Wayne R. Wright 6 shares 17 shares
Eileen M. Leuthold 1 share 2 shares
Ann R. Shronk 2 shares 5 shares
Henry J. Mitchell & Mary E. Mitchell, h/w
as tenants by the entireties 2 shares 28 shares
Henry J. Mitchell 10 shares 9 shares
Madeleine H. Snyder 8 shares 10 shares
Sandra Berry 4 shares 11 shares
Andrea Berry White 1 share 22 shares
Jon J. Berry 0 shares 26 shares
Phyllis Berry 4 shares 11 shares
Edward Berry & Kathryn Berry, h/w,
Trustees for Tyler Lawrence Berry 2 shares 5 shares
Anjeanette Berry 1 share 12 shares
United States Liability Insurance Company
Profit Sharing Trust 34 shares 1 share
Nancy Rae Bortz 0 shares 13 shares
Mary Ann Dougherty 0 shares 6 shares
Thomas J. Enright & Eileen A. Enright,
h/w, as tenants by the entireties 1 share 9 shares
Robert C. Gelinas 0 shares 26 shares
Margaret B. Kotch 0 shares 6 shares
John R. McCarraher 0 shares 13 shares
Alberta Martinez 0 shares 13 shares
Ronald A. Mioni 0 shares 13 shares
Irrevocable Trust f/b/o Abigail Bess 4 shares 11 shares
Conger, Ezra Jennings, Trustee dated
9/30/93
Patricia A. Profera 0 shares 13 shares
Julie E. Quinn 0 shares 13 shares
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Mark T. Smith & Phyllis M. Smith, h/w, as
tenants by the entireties 5 shares 20 shares
John M. Walsh, Jr. & Bernadette M.
Walsh, h/w, as tenants by the entireties 1 share 9 shares
Andrea H. West 0 shares 13 shares
Theodore M. Ziffer 9 shares 5 shares
Helen S. Reichert and George L. Reichert,
trustees or their successors in trust under 2 shares 1 share
the Helen S. Reichert Living Trust dated
6/21/91, and any amendments thereto
James R. Holt 1 share 15 shares
Fahnestock & Co, Cust FBO James R.
Holt, Jr. - IRA A/C A87-1606784 1 share 29 shares
Lillian Dox Revocable Trust 2 shares 23 shares
Joan D. Hassan 2 shares 23 shares
David S. Charlton 0 shares 13 shares
Thomas P. Nerney 3 shares 18 shares
Thomas C. Snyder & Alicia G. Snyder,
h/w, as tenants by the entireties 0 shares 6 shares
John Donahue 0 shares 6 shares
David S. Charlton & Diane E. Charlton
as tenants by the entireties 0 shares 13 shares
Betty Lou Shaw 0 shares 11 shares
Patricia M. Fasano 0 shares 11 shares
Louis F. Gehring 0 shares 11 shares
Carol Thompson 3 shares 29 shares
Congregation of the Mission of St. Vincent
de Paul in Germantown 9 shares 14 shares
Ronald Santangelo 4 shares 10 shares
Colleen M. D'Arcangelo 0 shares 26 shares
We will set forth other required information relating to any selling shareholder
in a prospectus supplement as necessary.
PLAN OF DISTRIBUTION
A selling shareholder may sell any or all of the shares which are the subject
of this prospectus, from time to time, in one or more of the following ways:
. directly to purchasers,
. pursuant to Rule 144 under the Securities Act, where applicable,
. on the New York Stock Exchange, through brokers or dealers, or otherwise,
or
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. through one or more underwritten offerings, on a firm commitment or best
efforts basis.
The shares may be sold from time to time in one or more transactions at a
fixed offering price (which may be changed), at varying prices determined at the
time of sale or at negotiated prices. Such prices will be determined by a
selling shareholder or by agreement between a selling shareholder and one or
more underwriters, dealers, brokers or agents.
Any underwriters, dealers, brokers or agents participating in the distribution
of the shares may receive compensation in the form of underwriting discounts,
concessions, commissions or fees from a selling shareholder and/or the
purchasers of shares. In addition, a selling shareholder and any such
underwriters, dealers, brokers or agents may be deemed to be "underwriters"
under the Securities Act. As a result, any profits on the sale of shares by them
and any discounts, commissions or concessions received by any of such persons
may be deemed to be underwriting discounts and commissions under the Securities
Act. Those who act as underwriters, brokers, dealers or agents in connection
with the sale of the shares will be selected by a selling shareholder and may
have other business relationships with us and our subsidiaries or affiliates in
the ordinary course of business.
To the extent required, at any time a particular offer of shares is made by a
selling shareholder, a prospectus supplement will be distributed, which will set
forth:
. the identity of, and certain other information about, the selling
shareholder,
. the aggregate amounts of shares being offered and the terms of the
offering,
. the name or names of any underwriters, dealers or agents,
. any discounts, commissions and other items constituting compensation
from the selling shareholder, and
. any discounts, commissions or concessions allowed or reallowed or paid
to dealers.
Such prospectus supplement and, if necessary, a post-effective amendment to
the registration statement (of which this prospectus is a part) will be filed
with the Securities and Exchange Commission to reflect the disclosure of
additional information with respect to the distribution of the shares.
The merger agreement with U.S. Investment Corporation provides that we will
indemnify a selling shareholder against certain liabilities, including
liabilities under the Securities Act. It also provides that a selling
shareholder will indemnify us against certain liabilities, including liabilities
under the Securities Act.
LEGAL MATTERS
Munger, Tolles & Olson LLP, a law firm in Los Angeles, California, has
delivered to us a legal opinion as to the validity of the shares. Ronald L.
Olson, a partner of Munger, Tolles & Olson LLP, is one of our directors. He and
other attorneys in the law firm beneficially own an aggregate of less than 1% of
our outstanding common stock.
EXPERTS
The financial statements and related financial statement schedules from our
Annual Report on Form 10-K for the year ended December 31, 1999, which are
incorporated in this prospectus by reference, have been audited by Deloitte &
Touche LLP, independent auditors, and have been so incorporated in reliance on
the reports of such firm, given their authority as experts in accounting and
auditing.
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WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and accordingly we file reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document we file at the Commission's public reference room, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following regional offices of
the Commission: Seven World Trade Center, 13th Floor, New York, New York 10048,
and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Please call
the Commission at 1-800-SEC-0330 for further information on the public reference
rooms. Our filings are also available to the public from the Commission's web
site at http://www.sec.gov. In addition, our Class A Common Stock and Class B
------------------
Common Stock is listed on the New York Stock Exchange, and our reports, proxy
statements and other information can be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
We have filed with the Commission a registration statement on Form S-3 (herein
together with all amendments and exhibits, referred to as the "Registration
Statement") under the Securities Act of 1933, as amended. This prospectus does
not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information, we refer you to the Registration
Statement, which you can obtain from the Commission at one of the public
reference rooms or from the Commission's web site.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
Commission will update and supercede this information. We incorporate the
following documents which we have filed with the Commission and any future
filings made with the Commission under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act until the offering is completed:
(i) our Annual Report on Form 10-K for the year ended December 31, 1999;
(ii) our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
(iii) our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000,
(iv) our Form 8-K filed with the Commission on June 20, 2000,
(v) our Form 8-K/A filed with the Commission on June 27, 2000, and
(vi) the description of our Class A Common Stock and our Class B Common Stock
included in the Registration Statement on Form 8-A filed with the Commission
on March 30, 1999.
You may request a copy of any or all of the information that has been
incorporated by reference in the prospectus, except the exhibits to such
information (unless the exhibits are specifically incorporated by reference into
such information), by writing us at the following address:
Berkshire Hathaway Inc.
Attn: Forrest N. Krutter
1440 Kiewit Plaza
Omaha, Nebraska 68131.
Telephone requests for such copies should be directed to Forrest N. Krutter at
(402) 346-1400.
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