As filed with the Securities and Exchange Commission on July 3, 1995
Registration No. 33-
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 04-2254452
(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:
R. Gregory Morgan Francis R. Wheeler, Esq.
Munger, Tolles & Olson Holme Roberts & Owen LLC
355 South Grand Avenue 1700 Lincoln, Suite 4100
Los Angeles, California 90071 Denver, Colorado 80203
(213) 683-9100 (303) 861-7000
______________________
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 ]
CALCULATION OF REGISTRATION FEE
Title of
Each Class Proposed Proposed
of Maximum Maximum
Securities Amount to Offering Aggregate Amount of
to be be Price Per Offering Registration
Registered Registered Unit(1) Price(1) Fee
Common Stock,
$5 par value 7,730 shares $23,825 $184,167,250 $63,506
(1) Estimated solely for the purpose of calculating the registration fee and
based upon the average of the high and low sale prices reported on the
New York Stock Exchange on June 28, 1995.
____________________
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>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF
ANY SUCH STATE.
Subject to Completion
July 3, 1995
PROSPECTUS
BERKSHIRE HATHAWAY INC.
7,730 Shares of Common Stock
($5.00 par value)
This Prospectus relates to 7,730 shares (the "Shares") of the Common Stock,
par value $5.00 per share ("Common Stock"), of Berkshire Hathaway Inc. (the
"Company"). The Shares are being offered by one or more shareholders of the
Company ("the Selling Shareholders") who acquired the Shares from the Company
as consideration in the merger of HF Acquisition, Inc., a direct wholly owned
subsidiary of the Company, with and into R.C. Willey Home Furnishings (the
"Merger") or are donees of persons who acquired Shares in the Merger. See
"Selling Shareholders."
The Selling Shareholders may sell the Shares from time to time in one or more
transactions. The Shares may be sold on the New York Stock Exchange, through
brokers or dealers, or otherwise, at market prices then prevailing, or in
negotiated transactions. The Shares may also be offered 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."
The Company will not receive any of the proceeds from the sale of the Shares
by the Selling Shareholders.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY 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 the Company 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 the
affairs of the Company since the date hereof or thereof or that the
information contained or incorporated by reference herein or therein is
correct as of any time subsequent to the date hereof or thereof. 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 ____________, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). All such
reports, proxy statements and other information filed with the Commission
concerning the Company can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices at 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 upon written request addressed to the Commission, Public Reference
Section, 450 Fifth Street N.W., Washington, D.C. 20549, at prescribed rates.
The Company's Common Stock is listed on the New York Stock Exchange. Reports,
proxy statements, information statements and other information concerning the
Company can be inspected at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.
The Company has 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 (the "Securities
Act"). 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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to Section 13 of the Exchange Act (File No. 1-10125) are incorporated
herein by reference: (i) the Company's Annual Report on Form 10-K for the
year ended December 31, 1994; (ii) the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1995; and (iii) the description of the
Company's Common Stock included in the Registration Statement on Form 8-A
dated October 26, 1988.
All documents filed by the Company 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 in this Prospectus and to be part of this Prospectus
from the date of filing of such documents.
Any statement contained in this Prospectus, 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.
The Company 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
documents incorporated herein by reference, except the exhibits to such
documents (unless such exhibits are specifically incorporated by reference
into such documents). 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.
BERKSHIRE HATHAWAY INC.
The Company and its subsidiaries are engaged in a number of diverse
business activities. The most important of these is the property and casualty
insurance business conducted nationwide on both a direct and reinsurance basis
through a number of subsidiaries.
Investment portfolios of insurance subsidiaries include meaningful
equity ownership percentages of other publicly traded companies, including
American Express Company, Capital Cities/ABC, Inc., The Coca-Cola Company,
Federal Home Loan Mortgage Corporation, GEICO Corporation, The Gillette
Company, PNC Bank Corporation, Salomon Inc, 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.
In addition, the Company publishes the Buffalo News, a daily and Sunday
newspaper in upstate New York. Other business activities conducted by
non-insurance subsidiaries include publication and distribution of
encyclopedias and related educational and instructional material (World Book
and Childcraft products), manufacture and marketing of home cleaning systems
and related accessories (sold principally under the Kirby name), manufacture
and sale of boxed chocolates and other confectionery products (See's Candies),
retailing of home furnishings (Nebraska Furniture Mart and R.C. Willey Home
Furnishings), manufacture and distribution of uniforms (Fechheimer Bros. Co.),
manufacture, import and distribution of footwear (H.H. Brown Shoe Co. and
Dexter Shoe Company) and retailing of fine jewelry (Borsheim's and Helzberg's
Diamond Shops). The Company also owns a number of other businesses engaged in
a variety of activities.
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 the Company and its subsidiaries by Warren E. Buffett,
in consultation with Charles T. Munger. Mr. Buffett is Chairman and
Mr. Munger is Vice Chairman of the Company's Board of Directors.
The Company's executive offices are located at 1440 Kiewit Plaza, Omaha,
Nebraska 68131, and its telephone number at that location is (402) 346-1400.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
The Shares offered by this Prospectus were initially issued to the
Selling Shareholders pursuant to an Agreement and Plan of Merger dated May 24,
1995, by and among the Company, R.C. Willey Home Furnishings ("R.C. Willey")
and the then-shareholders of R.C. Willey (the "Merger Agreement"). Each of
such former R.C. Willey shareholders is referred to individually herein as a
"Selling Shareholder," and all of such former R.C. Willey shareholders are
referred to collectively herein as the "Selling Shareholders." All Selling
Shareholders who held offices or other positions with R.C. Willey prior to the
Merger hold the same positions with R.C. Willey after the Merger. One or more
of such Selling Shareholders may donate or transfer as gifts some of the
Shares, and donees who are named in a Prospectus Supplement shall be included
among the "Selling Shareholders."
Immediately following the effectiveness of the Merger, the Selling
Shareholders held, in the aggregate, 7,730 shares of the Company's Common
Stock, which amount is less than one percent of the Company's outstanding
Common Stock. Because a Selling Shareholder may offer pursuant to this
Prospectus all or some part of the Common Stock which he or she holds, and
because the offering may or may not be an underwritten offering on a firm
commitment basis, no estimate can be given as of the date hereof as to the
number of the Shares to be offered for sale by a Selling Shareholder or as to
the number of the 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 the Company's Common Stock as of the date of this Prospectus by
each Selling Shareholder.
Number of
Shareholder Name Shares
William H. Child 3345
Patricia A. Child 495
William Steven Child 401
Shauna C. Schmunk 401
Nancy C. Evensen 401
David R. Child 401
Karen Child-Van Alfen 239
William H. Child, as Custodian 239
for Michael William Child under
the Utah Uniform Transfers to
Minors Act
Susan Kathleen C. Markham 239
Tamara Lynn C. Petersen 239
Patricia A. Child and Sheldon F. 649
Child, as Trustees of The Child
Alpha Trust dated 12-31-87
Sheldon F. Child 487
Joan H. Child and William H. Child, 97
as Trustees of The SFC/JHC Family
Trust dated 12-31-92
Patricia A. Child and Sheldon F. 97
Child, as Trustees of The Child
Omega Trust dated 12-20-93
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 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. The Company 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 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 the Company and its
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 Commission
to reflect the disclosure of additional information with respect to the
distribution of the Shares.
The Merger Agreement provides that the Company will indemnify a Selling
Shareholder against certain liabilities, including liabilities under the
Securities Act. The Merger Agreement also provides for the indemnification of
the Company by a Selling Shareholder for certain liabilities, including
liabilities under the Securities Act.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 1,500,000 shares
of Common Stock, par value $5 per share and 1,000,000 shares of preferred
stock, no par value per share ("Preferred Stock").
The holders of outstanding shares of Common Stock are entitled to one
vote for each share held of record on all matters submitted to a vote of
stockholders. Holders of Common Stock are entitled to receive ratably such
dividends as may be declared by the Board of Directors out of funds legally
available therefor. The Company has not declared a cash dividend since 1967.
In the event of the liquidation, dissolution or winding-up of the Company,
holders of Common Stock are entitled to share ratably in all assets remaining
after the payment of liabilities. Holders of Common Stock have no preemptive
rights to subscribe for additional shares of Common Stock. All outstanding
shares of Common Stock are fully paid and nonassessable.
The Company may issue the Preferred Stock in one or more series. The
Board of Directors is authorized to determine, with respect to each series of
Preferred Stock which may be issued, the powers, designations, preferences,
and rights of the shares of such series and the qualifications, limitations,
or restrictions thereof, including any dividend rate, redemption rights,
liquidation preferences, sinking fund terms, conversion rights, voting rights
and any other preferences or special rights and qualifications. The effects
of any issuance of the Preferred Stock upon the rights of holders of the
Common Stock depends upon the respective powers, designations, preferences,
rights, qualifications, limitations and restrictions of the shares of one or
more series of Preferred Stock as determined by the Board of Directors. Such
effects might include dilution of the voting power of the Common Stock, the
subordination of the rights of holders of Common Stock to share in the
Corporation's assets upon liquidation, and reduction of the amount otherwise
available for payment of dividends on Common Stock (although the Corporation
has not declared a cash dividend on its Common Stock since 1967).
LEGAL MATTERS
The validity of the Shares has been passed upon by Munger, Tolles &
Olson, Los Angeles, California, as counsel for the Company. Attorneys of
Munger, Tolles & Olson own an aggregate of 402 shares of the Company's Common
Stock.
EXPERTS
The financial statements and related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual Report
on Form 10-K for the year ended December 31, 1994 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.
<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 the Company:*
SEC Registration Fee. . . . . . . . . . . . . . . . $ 63,506
Legal Fees and Expenses . . . . . . . . . . . . . . . 3,500
Accounting Fees and Expenses. . . . . . . . . . . . . 5,000
Miscellaneous . . . . . . . . . . . . . . . 994
Total. . . . . . . . . . . . . . . . . . . . . $ 73,000
______________________________
* 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 the
Company 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 the Company or is or was serving as such with respect to another
corporation or other entity at the request of the Company. Section 10 of the
Company's By-Laws provides that the Company shall, to the fullest extent
permitted by Section 145 of the General Corporation Law of Delaware, indemnify
directors and officers of the Company 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 the Company's
By-Laws, the Company has entered into Indemnification Agreements with each of
its Directors and Officers. The description of these Indemnification
Agreements under the caption "Summary of the Indemnification Agreements" on
page 9 of the Company's definitive proxy statement for its May 19, 1987 Annual
Meeting of Stockholders, Commission File No. 0-7413, is incorporated herein by
reference.
As permitted by Section 102 of the General Corporation Law of Delaware,
the Company has amended its Certificate of Incorporation to include as Article
Tenth thereof a provision eliminating, to the extent permitted by Delaware
law, the personal liability of each director of the Company to the Company or
any of its shareholders for monetary damages resulting from breaches of such
director's fiduciary duty of care.
<PAGE>
Item 16. Exhibits.
Exhibit Number Description of Document
5 Opinion of Munger, Tolles & Olson
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Munger, Tolles & Olson (contained in
Exhibit 5)
24 Power of attorney (see page II-3)
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.
<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 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 3,
1995.
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 below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Warren E. Buffett Chairman of the Board July 3, 1995
Warren E. Buffett and Director (principal
executive officer)
/s/ Marc D. Hamburg Vice President and July 3, 1995
Marc D. Hamburg Chief Financial Officer
(principal financial
officer)
/s/ Daniel J. Jaksich Controller (principal July 3, 1995
Daniel J. Jaksich accounting officer)
/s/ Charles T. Munger Director July 3, 1995
Charles T. Munger
/s/ Susan T. Buffett Director July 3, 1995
Susan T. Buffett
/s/ Malcolm G. Chace, III Director July 3, 1995
Malcolm G. Chace, III
/s/ Walter Scott, Jr. Director July 3, 1995
Walter Scott, Jr.
/s/ Howard G. Buffett Director July 3, 1995
Howard G. Buffett
<PAGE>
EXHIBIT 5
July 3, 1995
Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Re: Registration Statement on Form S-3
Gentlemen:
We have examined the Registration Statement on Form S-3 proposed
to be filed by you with the Securities and Exchange Commission on July 3, 1995
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 7,730 shares of your Common Stock, par
value $5 per share (the "Shares"), for offer and sale by certain of your
shareholders (the "Selling Shareholders"). As your counsel in connection
therewith, we have examined the proceedings taken by you in connection with
the sale of the Shares to the Selling Shareholders.
Based upon the foregoing, it is our opinion that the Shares are,
and when sold in the manner referred to in the Registration Statement will be,
validly issued, fully paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the reference to this firm
appearing under the heading "Legal Matters" in the prospectus which is
contained in the Registration Statement.
Very truly yours,
MUNGER, TOLLES & OLSON
/s/Munger, Tolles & Olson
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Berkshire Hathaway Inc. on Form S-3 of our reports dated March 9, 1995,
appearing in the Annual Report on Form 10-K of Berkshire Hathaway Inc. for the
year ended December 31, 1994 and to the reference to us under the heading
"Experts" in the Prospectus which is part of this Registration Statement.
Deloitte & Touche LLP
Omaha, Nebraska
July 3, 1995
