<PAGE>
As filed with the Securities and Exchange Commission on July 18, 2000
Registration No. 333-
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
BERKSHIRE HATHAWAY INC.
(Exact name of Registrant as specified in its Charter)
____________________
Delaware 47-0813844
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
1440 Kiewit Plaza
Omaha, Nebraska 68131
(402) 346-1400
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
____________________
Marc D. Hamburg
Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
(402) 346-1400
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
______________________
Copies To:
Mary Ann Lyman Michael E. Morgan
Munger, Tolles & Olson LLP Lane Powell Spears Lubersky LLP
355 South Grand Avenue 1420 Fifth Avenue
Los Angeles, California 90071 Seattle, Washington 98101
(213) 683-9100 (206) 223-7000
_______________________
Approximate date of commencement of the proposed sale to public: From time to
time after the effective date of this Registration Statement as determined by
the selling shareholders on the basis of market conditions and other factors.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Title of Each Proposed Maximum Proposed Maximum Amount of
Class of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Unit(1) Offering Price(1) Fee
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value 1,043 shares $54,150 $56,948,431 $15,035
$5.00 per share
Class B Common Stock, par value 263 shares $1,787
$.1667 per share
=====================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, the
proposed maximum offering price per share and the proposed maximum aggregate
offering price are estimated solely for the purpose of calculating the
registration fee required under Section 6(b) of the Securities Act and are
based upon the average of the high and low prices for a share of Class A
Common Stock and a share of Class B Common Stock, as applicable, of
Berkshire Hathaway Inc. on the New York Stock Exchange Composite Tape on
July 11, 2000.
_____________________
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
BERKSHIRE HATHAWAY INC.
1,043 Shares of Class A Common Stock ($5.00 par value)
263 Shares of Class B Common Stock ($.1667 par value)
This Prospectus relates to 1,043 shares of the Class A Common Stock, par value
$5.00 per share and 263 shares of Class B Common Stock, par value $.1667 per
share of Berkshire Hathaway Inc. The New York Stock Exchange lists both the
Class A Common Stock, which trades under the symbol "BRK.A", and the Class B
Common Stock, which trades under the symbol "BRK.B". The shares covered by this
prospectus are being offered by certain selling shareholders who acquired them
as consideration in our acquisition of The Ben Bridge Corporation. See "Selling
Shareholders."
The selling shareholders may sell the shares from time to time in one or more
transactions. They may sell the shares on the New York Stock Exchange, through
brokers or dealers, or otherwise, at market prices then prevailing, or in
negotiated transactions. They may also offer the shares in one or more
underwritten offerings, on a firm commitment or best efforts basis. The
underwriters in any underwritten offering and the terms and conditions of any
such offering will be described in a supplement to this prospectus. See "Plan
of Distribution."
We will not receive any of the proceeds from the sale of the shares.
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.
No dealer, salesperson or any individual 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,
and, 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 there has been no change in our affairs since the date of this prospectus
or any prospectus supplement or 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 to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction.
The date of this prospectus is July __, 2000.
<PAGE>
BERKSHIRE HATHAWAY INC.
We are a holding company which owns subsidiaries engaged in a number of
diverse business activities. The most important of these 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), retailing of home
furnishings (Nebraska Furniture Mart, R.C. Willey Home Furnishings, Star
Furniture Company and Jordan's Furniture, Inc.), manufacture, import and
distribution of footwear (H.H. Brown Shoe Company, Lowell Shoe, Inc. and Dexter
Shoe Company), retailing of fine jewelry (Borsheim's, Helzberg's Diamond Shops
and Ben Bridge), providing training to operators of aircraft and ships
throughout the world (FlightSafety International), providing fractional
ownership programs for general aviation aircraft (Executive Jet), licensing and
servicing a system of almost 6,000 Dairy Queen Stores (Dairy Queen), and renting
furniture and accessories (CORT Furniture Rental).
Operating decisions for the various businesses are made by managers of the
business units. Investment decisions and all other capital allocation decisions
are made for Berkshire and its subsidiaries 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.
USE OF PROCEEDS
We will not receive any of the proceeds from the selling shareholders' sale of
the shares.
<PAGE>
SELLING SHAREHOLDERS
We issued the shares offered by this prospectus to the selling shareholders
pursuant to an Agreement and Plan of Merger dated as of May 18, 2000, by and
among Berkshire, BBC Acquisition Sub, Inc., and the then-shareholders of Ben
Bridge. Each of the former Ben Bridge shareholders is referred to individually
as a "selling shareholder," and all of them are referred to collectively as the
"selling shareholders." All selling shareholders who held offices or other
positions with Ben Bridge prior to the merger hold the same positions with Ben
Bridge after the merger.
Immediately following the effectiveness of the merger, the selling
shareholders held, in the aggregate, 1,043 shares of our Class A Common Stock,
which is less than one percent of our outstanding Class A Common Stock, and 263
shares of our Class B Common Stock, which is less than one percent of our
outstanding Class B Common Stock. Because a selling shareholder may offer
pursuant to this prospectus all or some part of the Class A Common Stock and
Class B Common Stock which he or it holds, and because the offering may or may
not be an underwritten offering on a firm commitment basis, we cannot estimate
as of the date hereof the number of shares to be offered for sale by a selling
shareholder or the number of shares that will be held by a selling shareholder
upon termination of such offering. See "Plan of Distribution."
The following table sets forth information with respect to beneficial
ownership of our Class A Common Stock and Class B Common Stock as of the date of
this prospectus by each selling shareholder.
<TABLE>
<CAPTION>
Shareholder Name Number of Shares
---------------- ----------------
Class A Common Stock Class B Common Stock
-------------------- --------------------
<S> <C> <C>
Edward L. Bridge 300 shares 11 shares
Jonathan J. Bridge 300 shares 11 shares
Daniel E. Bridge 217 shares 23 shares
Bradley S. Bridge 110 shares 25 shares
Theodore A. Bridge 110 shares 25 shares
Donald J. Ellis 1 share 28 shares
Rebecca Bridge 1 share 28 shares
Robert L. Bridge, as custodian for 1 share 28 shares
Marc D. Bridge under the Washington
UTMA 1 share 28 shares
Robert L. Bridge, as custodian for
Lisa Bridge under the Washington UTMA 1 share 28 shares
Herbert M. Bridge, as custodian for
Zachary Bridge under the Washington 1 share 28 shares
UTMA
Herbert M. Bridge, as custodian for
Jacob Bridge under the Washington 1 share 28 shares
UTMA
</TABLE>
Other required information relating to any selling shareholder will be set forth
in a prospectus supplement as necessary.
<PAGE>
PLAN OF DISTRIBUTION
Any or all of the shares which are the subject of this prospectus may be sold
from time to time to purchasers directly by a selling shareholder. Sales of the
shares may also be made pursuant to Rule 144 under the Securities Act, where
applicable. Alternatively, a selling shareholder may from time to time offer
any or all of the shares on the New York Stock Exchange, through brokers or
dealers, or otherwise. The shares may also be offered in one or more
underwritten offerings, on a firm commitment or best efforts basis. We will
receive no proceeds from the sale of the shares by the selling shareholders.
The shares may be sold from time to time in one or more transactions at a
fixed offering price, which may be changed, or 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 his or its
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 purchasers of
shares, for whom they may act. In addition, a selling shareholder and any such
underwriters, dealers, brokers or agents that participate in the distribution of
shares may be deemed to be underwriters under the Securities Act, and 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
underwriter, broker, dealer or agent 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.
At any time a particular offer of shares is made by a selling shareholder, a
prospectus supplement will be distributed, if required, which will set forth the
identity of, and certain information relating to, such selling shareholder, the
aggregate amounts of shares being offered and the terms of the offering,
including the name or names of any underwriters, dealers or agents, any
discounts, commissions and other items constituting compensation from such
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 provides that we will indemnify a selling shareholder
against certain liabilities, including liabilities under the Securities Act.
The merger agreement also provides for our indemnification by a selling
shareholder for certain liabilities, including liabilities under the Securities
Act.
LEGAL MATTERS
Munger, Tolles & Olson LLP, Los Angeles, California, as counsel for Berkshire
has delivered to us an opinion as to the validity of the shares. Ronald L.
Olson, a partner of Munger, Tolles & Olson LLP, is a Berkshire director. He and
other attorneys in such firm beneficially own an aggregate of less than 1% of
our outstanding common stock.
EXPERTS
The financial statements and related financial statement schedules
incorporated in this prospectus by reference from our Annual Report on Form 10-K
for the year ended December 31, 1999 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports which are incorporated herein
by reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and
<PAGE>
accordingly we file reports, proxy statements and other information with the
Securities and Exchange Commission. Such reports, proxy statements and other
information filed can be inspected and copied 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. Copies of such material can be obtained from the public
reference section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Commission maintains a web site
(http://www.sec.gov) containing reports, proxy and information statements and
------------------
other information of registrants, including us, that file electronically with
the Commission. In addition, our Class A Common Stock and Class B Common Stock
is listed on the New York Stock Exchange, and reports, proxy statements and
other information concerning Berkshire 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, reference is hereby made to the
Registration Statement, which may be obtained from the Commission at its
principal office in Washington, D.C. upon payment of charges prescribed by the
Commission.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which we have filed with the Commission pursuant to
Section 13 of the Exchange Act (File No. 1-14905) are incorporated herein by
reference: (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 Form 8-K filed with the Commission on June 20, 2000, (iv) our
Form 8-K/A filed with the Commission on June 27, 2000, and (v) 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.
All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this prospectus, and prior to the
termination of the offering of the shares, shall be deemed to be incorporated by
reference into this prospectus.
Any statement contained in this prospectus, in any prospectus supplement, or
in a document incorporated or deemed to be incorporated by reference herein or
therein shall be deemed to be modified or superseded for purposes of this
prospectus and any prospectus supplement to the extent that a statement
contained in this prospectus, any prospectus supplement, or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein
or therein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus or any prospectus supplement.
We will provide without charge to each person, including any beneficial owner,
to whom a copy of this prospectus is delivered, upon the written or oral request
of any such person, a copy of any or all of the information that has been
incorporated by reference in the prospectus but not delivered with the
prospectus, except the exhibits to such information (unless such exhibits are
specifically incorporated by reference into such information). Written requests
for such copies should be directed to Forrest N. Krutter, Berkshire Hathaway
Inc., 1440 Kiewit Plaza, Omaha, Nebraska 68131. Telephone requests for such
copies should be directed to Forrest N. Krutter at (402) 346-1400.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following expenses of this offering will be borne by Berkshire:*
SEC Registration Fee $15,035
NYSE Listing Fees................................................... 5,000
Legal Fees and Expenses............................................. 5,000
Accounting Fees and Expenses........................................ 5,000
Miscellaneous....................................................... 965
Total -------
$31,000
______________________________
* All amounts other than the SEC registration fee are estimated.
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware empowers Berkshire to
indemnify, subject to the standards therein prescribed, any person in connection
with any action, suit or proceeding brought or threatened by reason of the fact
that such person is or was a director, officer, employee or agent of Berkshire
or is or was serving as such with respect to another corporation or other entity
at the request of Berkshire. Section 10 of Berkshire's By-Laws provides that
Berkshire shall, to the fullest extent permitted by Section 145 of the General
Corporation Law of Delaware, indemnify directors and officers of Berkshire from
and against any and all of the expenses, liabilities or other matters referred
to in or covered by said Section.
Additionally, as permitted by said Section and Berkshire's By-Laws, Berkshire
has entered into indemnification agreements with each of its directors and
officers. The indemnification agreements provide (a) for indemnification to the
fullest extent permitted by law against any and all expenses (including
attorneys' fees and all other costs and obligations of any nature whatever),
judgments, fines, penalties and amounts paid in settlement (including all
interest, assessments and other charges paid or payable in connection therewith)
of any claim as well as any taxes imposed on the director or officer as a result
of the actual or deemed receipt of any payments under the agreement, unless a
person or body appointed by Berkshire's Board of Directors determines that such
indemnification is not permitted under applicable law; (b) for the prompt
advancement of expenses to the director or officer, including attorneys' fees
and all other costs, fees, expenses and obligations paid or incurred in
connection with investigating, defending, being a witness or participating in
(including on appeal), or preparing to defend, be a witness in or participate in
any threatened, pending or completed action, suit or proceeding, alternate
dispute resolution mechanism or any inquiry, hearing or investigation related to
the fact that such director or officer is or was a director, officer, employee,
agent or fiduciary of Berkshire or is or was serving at the request of Berkshire
as a director, officer, employee, trustee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan, trust or other
enterprise, or any reason of anything done or not done by such director or
officer in any such capacity, and for reimbursement to Berkshire if it is found
that such director or officer is not entitled to such indemnification under
applicable law; (c) a mechanism through which the director or officer may seek
court relief in the event Berkshire's Board of Directors (or other person or
body appointed by such Board) determines that the director or officer would not
be permitted to be indemnified under applicable law (and therefore is not
entitled to indemnification under the indemnification agreement); and (d)
indemnification against all expenses (including attorneys' fees) incurred in
seeking to collect from Berkshire an indemnity claim or advancement of expenses
or in seeking to recover under a directors' and officers' liability insurance
policy, regardless of whether successful or not (provided that such expenses
shall not be indemnified if a court of competent jurisdiction determines that
each of the material assertions made by the director or officer in a proceeding
seeking such collection or recovery was not made in good faith or was
frivolous). The indemnification agreements, however, expressly deny
indemnification for any judgment rendered pursuant to Section 16(b) of the
Securities Exchange Act of 1934 against a director or officer for an accounting
of profits made from the purchase and sale of securities of Berkshire.
The indemnification agreements impose upon Berkshire the burden of
proving that the director or officer is not entitled to indemnification in any
particular case, and the indemnification agreements negate certain presumptions
which might otherwise be drawn against a director or officer in connection with
the termination of actions in certain circumstances. The indemnification
agreements give Berkshire the right to assume the defense of any proceeding if
it is obligated to pay the expenses of such proceeding, and require Berkshire's
consent before it is liable for any settlement. Berkshire and the indemnified
party acknowledge that in some circumstances Federal law or public policy may
override Delaware law and prohibit indemnification. The indemnification
agreements also provide that a director's or officer's rights thereunder are not
exclusive of any other rights he may have under Delaware law, directors' and
officers' insurance, Berkshire's By-Laws or otherwise; however, the
indemnification agreements do prevent double payment and they prevail where
inconsistent with the indemnification provisions of the By-Laws. While not
requiring the maintenance of directors' and officers' liability insurance, the
indemnification agreements require that the director or officer be provided with
the maximum coverage provided to any Berkshire director or officer if there is
such a policy. Further, the indemnification agreements provide that if Berkshire
pays a director or officer pursuant to an indemnification agreement, Berkshire
will be subrogated to such director's or officer's rights to recover from third
parties.
As permitted by Section 102 of the General Corporation Law of Delaware,
Berkshire's Restated Certificate of Incorporation includes as Article Eighth
thereof a provision eliminating, to the extent permitted by Delaware law, the
personal liability of each director of Berkshire to Berkshire or any of its
shareholders for monetary damages resulting from breaches of such director's
fiduciary duty of care.
Item 16. Exhibits.
Exhibit Number Description of Document
-------------- -----------------------
5 Opinion of Munger, Tolles & Olson LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Munger, Tolles & Olson LLP (contained in
Exhibit 5).
24 Power of attorney (see page II-3).
II-1
<PAGE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering; and
(4) That, for purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Omaha, State of Nebraska, on July 18, 2000.
BERKSHIRE HATHAWAY INC.
By /s/ Marc D. Hamburg
------------------------------------------
Marc D. Hamburg
Vice President and Chief Financial Officer
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints Warren E. Buffett,
Charles T. Munger and Marc D. Hamburg, or any one of them, each with full power
of substitution and resubstitution, such person's true and lawful attorney-in-
fact and agent, in such person's name and on such person's behalf, in any and
all capacities, to sign any and all amendments to this Registration Statement,
including any post-effective amendments, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Warren E. Buffett Chairman of the Board and Director July 18, 2000
---------------------------- (principal executive officer)
Warren E. Buffett
/s/ Marc D. Hamburg Vice President and Chief Financial July 18, 2000
---------------------------- Officer (principal financial officer)
Marc D. Hamburg
/s/ Daniel J. Jaksich Controller (principal accounting officer) July 18, 2000
----------------------------
Daniel J. Jaksich
/s/ Charles T. Munger Vice-Chairman of the Board and Director July 18, 2000
----------------------------
Charles T. Munger
/s/ Susan T. Buffett Director July 18, 2000
----------------------------
Susan T. Buffett
/s/ Malcolm G. Chace Director July 18, 2000
----------------------------
Malcolm G. Chace
/s/ Walter Scott, Jr. Director July 18, 2000
----------------------------
Walter Scott, Jr.
/s/ Howard G. Buffett Director July 18, 2000
----------------------------
Howard G. Buffett
/s/ Ronald L. Olson Director July 18, 2000
----------------------------
Ronald L. Olson
</TABLE>
II-3
