<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) NOVEMBER 8, 2000
BERKSHIRE HATHAWAY INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 1-04905 47-0813844
(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
</TABLE>
1440 Kiewit Plaza
Omaha, Nebraska 68131
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (402) 346-1400
<PAGE>
ITEM 5. OTHER EVENTS
On November 8, 2000, Berkshire Hathaway Inc., a Delaware corporation
("Berkshire"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), by and among Berkshire, B Acquisition, Inc., a New Jersey
corporation and wholly-owned subsidiary of Berkshire ("Purchaser"), and Benjamin
Moore & Co., a New Jersey corporation ("Benjamin Moore").
Pursuant to the Merger Agreement, Purchaser will offer to purchase, through
a cash tender offer, all of the outstanding shares of the common stock of
Benjamin Moore for $37.82 per share. The cash tender will commence by November
17, 2000, and is not subject to any financing conditions. Following the tender
offer, subject to the terms of the Merger Agreement, Purchaser will merge with
Benjamin Moore. In the merger, Benjamin Moore's shareholders will receive
$37.82 per share in cash for each share of Benjamin Moore common stock. The
offer is conditioned upon, among other things, there being tendered and not
withdrawn prior to the expiration date of the tender offer at least two-thirds
of the outstanding shares of Benjamin Moore common stock on a fully-diluted
basis. This condition can be waived by Purchaser under certain circumstances.
The tender offer will expire twenty business days after it is commenced, but it
may be extended by Purchaser under certain circumstances. The acquisition is
subject to regulatory approval under the Hart-Scott-Rodino Antitrust
Improvements Act and the Canadian Competition Act and to other customary
conditions.
Benjamin Moore's Board of Directors unanimously approved the Merger
Agreement. Certain shareholders of Benjamin Moore (the "Shareholders"), who
collectively own beneficially approximately 17.8% of the outstanding shares of
Benjamin Moore common stock (on a fully-diluted basis), have agreed, pursuant to
a Shareholders Agreement, dated as of November 8, 2000 (the "Shareholders
Agreement"), among Berkshire, Purchaser, and the Shareholders, to tender all of
their shares in the tender offer and to vote all of their shares in favor of the
merger and against any alternative acquisition proposal. In addition, the
Shareholders have granted Berkshire and Purchaser an option on their shares,
with such option becoming exercisable under certain conditions.
A copy each of the Merger Agreement and the Shareholders Agreement were
filed with the Securities and Exchange Commission as exhibits to the Current
Report on 8-K filed by Benjamin Moore & Co. on November 9, 2000, and are
incorporated herein by reference. The foregoing descriptions of the Merger
Agreement and the Shareholders Agreement are qualified in their entirety by
reference to the Merger Agreement and Shareholders Agreement. A copy of the
press release announcing the transaction was filed by Berkshire with the
Securities and Exchange Commission under cover of a Tender Offer Statement on
Schedule TO on November 9, 2000, and is incorporated herein by reference.
ITEM 7. EXHIBITS
10.1 Agreement and Plan of Merger, dated as of November 8, 2000, by and among
Berkshire Hathaway Inc., B Acquisition, Inc., and Benjamin Moore & Co.
(incorporated herein by reference to the Current Report on Form 8-K filed
by Benjamin Moore & Co. on November 9, 2000).
10.2 Shareholders Agreement, dated as of November 8, 2000, by and among
Berkshire Hathaway Inc., B Acquisition, Inc., and certain shareholders of
Benjamin Moore & Co. (incorporated herein by reference to the Current
Report on Form 8-K filed by Benjamin Moore & Co. on November 9, 2000).
99.1 Press Release issued by Berkshire Hathaway Inc. and Benjamin Moore & Co.
on November 8, 2000 (incorporated herein by reference to the Tender Offer
Statement on Schedule TO filed by Berkshire Hathaway Inc. on November 9,
2000).
<PAGE>
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.
/s/ Marc D. Hamburg
--------------------------------
Date: November 9, 2000 By: Marc D. Hamburg
Vice President and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
10.1 Agreement and Plan of Merger, dated as of November 8, 2000, by and among
Berkshire Hathaway Inc., B Acquisition, Inc., and Benjamin Moore & Co.
(incorporated herein by reference to the Current Report on Form 8-K filed
by Benjamin Moore & Co. on November 9, 2000).
10.2 Shareholders Agreement, dated as of November 8, 2000, by and among
Berkshire Hathaway Inc., B Acquisition, Inc., and certain shareholders of
Benjamin Moore & Co. (incorporated herein by reference to the Current
Report on Form 8-K filed by Benjamin Moore & Co. on November 9, 2000).
99.1 Press Release issued by Berkshire Hathaway Inc. and Benjamin Moore & Co.
on November 8, 2000 (incorporated herein by reference to the Tender Offer
Statement on Schedule TO filed by Berkshire Hathaway Inc. on November 9,
2000).
