<PAGE>
As filed with the Securities and Exchange Commission on August 24, 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 Edward D. Slevin
Munger, Tolles & Olson LLP Ballard Spahr Andrews & Ingersoll, LLP
355 South Grand Avenue 1735 Market Street, 51st Floor
Los Angeles, California 90071 Philadelphia, Pennsylvania 19103
(213) 683-9100 (215) 665-8500
______________________
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. [ ]
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 2,529 shares $60,200.00 $154,926,140 $40,901
$5.00 per share
Class B Common Stock, par value 1,363 shares $ 1,966.50
$.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
August 23, 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.
2,529 Shares of Class A Common Stock ($5.00 par value)
1,363 Shares of Class B Common Stock ($.1667 par value)
This Prospectus relates to 2,529 shares of the Class A Common Stock, par value
$5.00 per share and 1,363 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 U.S. Investment 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 September __, 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., Dexter
Shoe Company and Justin Brands), 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), renting furniture and accessories (CORT Furniture Rental) and
manufacturing and production of face brick and concrete masonry products (Acme
Building Brands).
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 April 20, 2000, as
amended on June 6, 2000, by and among Berkshire, B Merger Sub, Inc., and U.S.
Investment Corporation. Each of the former U.S. Investment Corporation
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 U.S Investment Corporation
prior to the merger hold the same positions with U.S. Investment Corporation
after 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. Because a selling shareholder may offer
pursuant to this prospectus all or some part of the Class A Common Stock and/or
Class B Common Stock which he, she 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>
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
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
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, 12 shares 10 shares
Trustees for Margaret Berry Balon
Herbert Berry, Jr. & Patricia Berry, h/w, 8 shares 22 shares
Trustees for Timothy C. Berry
Herbert Berry, Jr. & Patricia Berry, h/w, 12 shares 16 shares
Trustees for Kathryn Berry Keating
Elizabeth B. Lloyd 12 shares 3 shares
John P. Coupe, Jr. 3 shares 25 shares
William B. Sowash, Trustee of the William B. 5 shares 21 shares
Sowash 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 9 shares 0 shares
entireties
John M. Surotchak 0 shares 25 shares
Dorothy Hayken & Maurice Hayken, h/w, as tenants 2 shares 5 shares
by the entireties
G and E Rowe 1993 Revocable Living Trust dated 7 shares 21 shares
June 16, 1993
Residuary T/W Bernard T. Quinn FBO Angeline M. 10 shares 18 shares
Quinn, Angeline M. Quinn, Trustee
Angeline M. Quinn 25 shares 4 shares
Sidney Geller 3 shares 4 shares
Bernard Simonson & Eleanor Simonson, h/w, as 11 shares 4 shares
tenants by the entireties
Patricia G. Magil 8 shares 22 shares
Louis F. Rivituso & Kathleen F. Rivituso, h/w, as 21 shares 10 shares
tenants by the entireties
Louis F. Rivituso 13 shares 4 shares
Steven J. Rivituso 0 shares 26 shares
Marian G. Abell 21 shares 10 shares
Lois Jordan Felldin 1 share 14 shares
Hugh Seltner & Maureen A. Seltner, h/w, as 5 shares 7 shares
tenants by the entireties
Hugh Seltner, Jr. 0 shares 13 shares
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Mrs. Martha Drury 4 shares 11 shares
The Jack Gould Testamentary Trust, Marilyn H. 4 shares 21 shares
Gould & Alison Gould, Trustees
Robert C. Swavely & Marie F. Swavely, h/w, as 3 shares 28 shares
tenants by the entireties
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 2 shares 28 shares
tenants by the entireties
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 2 shares 5 shares
Tyler Lawrence Berry
Anjeanette Berry 1 share 12 shares
United States Liability Insurance Company Profit 34 shares 1 share
Sharing Trust
Nancy Rae Bortz 0 shares 13 shares
Mary Ann Dougherty 0 shares 6 shares
Thomas J. Enright & Eileen A. Enright, h/w, as 1 share 9 shares
tenants by the entireties
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 Conger, Ezra 4 shares 11 shares
Jennings, Trustee dated 9/30/93
Patricia A. Profera 0 shares 13 shares
Julie E. Quinn 0 shares 13 shares
Mark T. Smith & Phyllis M. Smith, h/w, as tenants 5 shares 20 shares
by the entireties
John M. Walsh, Jr. & Bernadette M. Walsh, h/w, as 1 share 9 shares
tenants by the entireties
Andrea H. West 0 shares 13 shares
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Theodore M. Ziffer 9 shares 5 shares
Helen S. Reichert and George L. Reichert, 2 shares 1 share
trustees or their successors in trust under 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. -- 1 share 29 shares
IRA A/C A87-1606784
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 0 shares 6 shares
tenants by the entireties
John Donahue 0 shares 6 shares
David S. Charlton & Diane E. Charlton as tenants 0 shares 13 shares
by the entireties
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 9 shares 14 shares
Paul in Germantown
Ronald Santangelo 4 shares 10 shares
All other holders 0 shares 26 shares
</TABLE>
Other required information relating to any selling shareholder will be set forth
in a prospectus supplement as necessary.
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, her
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
<PAGE>
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 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
<PAGE>
Statement, which may be obtained from the Commission at its principal office in
Washington, D.C. upon payment of charges prescribed by the Commission.
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 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.
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:*
<TABLE>
<S> <C>
SEC Registration Fee.................................. $40,901
NYSE Listing Fees..................................... 5,000
Legal Fees and Expenses............................... 5,000
Accounting Fees and Expenses.......................... 5,000
Miscellaneous......................................... 1,099
Total........................................... $57,000
</TABLE>
________________________
* 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 description of such
indemnification agreements in paragraphs 2 and 3 of Item 15 of our Registration
Statement on Form S-3 (Registration No. 333-41686) filed with the Commission on
July 18, 2000 is incorporated herein by reference.
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 August 24, 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 August 24, 2000
---------------------------- (principal executive officer)
Warren E. Buffett
/s/ Marc D. Hamburg Vice President and Chief Financial August 24, 2000
---------------------------- Officer (principal financial officer)
Marc D. Hamburg
/s/ Daniel J. Jaksich Controller (principal accounting officer) August 24, 2000
----------------------------
Daniel J. Jaksich
/s/ Charles T. Munger Vice-Chairman of the Board and Director August 24, 2000
----------------------------
Charles T. Munger
/s/ Susan T. Buffett Director August 24, 2000
----------------------------
Susan T. Buffett
/s/ Malcolm G. Chace Director August 24, 2000
----------------------------
Malcolm G. Chace
/s/ Walter Scott, Jr. Director August 24, 2000
----------------------------
Walter Scott, Jr.
/s/ Howard G. Buffett Director August 24, 2000
----------------------------
Howard G. Buffett
/s/ Ronald L. Olson Director August 24, 2000
----------------------------
Ronald L. Olson
</TABLE>
II-3
