<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
[ ] Confidential for Use of the Commission Only (as permitted by Rule
14a-6[e][2])
BERKSHIRE HATHAWAY INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement If Other Than The Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
......................................................................
2) Aggregate number of securities to which transaction applies:
......................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (Set forth the amount on which the filing
fee is calculated and state how it was determined.)
.......................................................................
4) Proposed maximum aggregate value of transaction:
......................................................................
5) Total fee paid:
......................................................................
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
.......................................................................
2) Form, Schedule or Registration Statement No.:
.......................................................................
3) Filing Party:
.......................................................................
4) Date Filed:
.......................................................................
<PAGE> 2
BERKSHIRE HATHAWAY INC.
1440 KIEWIT PLAZA
OMAHA, NEBRASKA 68131
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 1, 1995
TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of the Shareholders of
Berkshire Hathaway Inc. will be held at the Holiday Convention Centre, 3321
South 72nd Street, Omaha, Nebraska, on May 1, 1995 at 9:30 a.m. for the
following purposes:
1. To elect directors.
2. To consider and act upon a proposed amendment to the
Corporation's Certificate of Incorporation that would add a
provision authorizing the Board of Directors to issue up to
one million shares of Preferred Stock in one or more series
with such preferences, limitations, and relative rights as the
Board of Directors may determine.
3. To consider and act upon any other matters that may properly
come before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 7,
1995 as the record date for determining the shareholders having the right to
vote at the meeting or any adjournment thereof. A list of such shareholders
will be available for examination by a shareholder for any purpose germane to
the meeting during ordinary business hours at the offices of the Corporation at
1440 Kiewit Plaza, Omaha, Nebraska during the ten days prior to the meeting.
You are requested to date, sign and return the enclosed proxy which is
solicited by the Board of Directors of the Corporation and will be voted as
indicated in the accompanying proxy statement and proxy. A return envelope is
provided which requires no postage if mailed in the United States. If mailed
elsewhere, foreign postage must be affixed.
By order of the Board of Directors
FORREST N. KRUTTER, Secretary
Omaha, Nebraska
March 17, 1995
A shareholder may request admission tickets to the meeting for himself or
herself and family members by completing and promptly returning to the
Company the ticket information envelope accompanying this notice. Otherwise,
admission tickets may be obtained at the meeting by persons identifying
themselves as shareholders as of the record date. For a record owner,
possession of a proxy card would be adequate identification. For a beneficial
but not of record owner, a copy of a broker's statement showing shares held
for his or her benefit on March 7, 1995 would be adequate identification.
<PAGE> 3
BERKSHIRE HATHAWAY INC.
1440 KIEWIT PLAZA
OMAHA, NEBRASKA 68131
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 1, 1995
This statement is furnished in connection with the solicitation by the
Board of Directors of Berkshire Hathaway Inc. (hereinafter "Berkshire" or the
"Corporation") of proxies in the accompanying form for the Annual Meeting of
the Shareholders to be held on Monday, May 1, 1995 and at any adjournment
thereof.
This proxy statement and the enclosed form of proxy were first sent to
shareholders on or about March 17, 1995.
If the form of proxy enclosed herewith is executed and returned as
requested, it may nevertheless be revoked at any time prior to exercise by
filing an instrument revoking it or a duly executed proxy bearing a later date.
Solicitation of proxies will be made solely by mail at the Corporation's
expense. The Corporation will reimburse brokerage firms, banks, trustees and
others for their actual out-of-pocket expenses in forwarding proxy material to
the beneficial owners of its common stock.
Issued common stock of the Corporation consists of 1,381,308 shares, par
value $5 per share, of which 203,558 shares are presently held by Berkshire as
Treasury shares. The remaining 1,177,750 outstanding shares are those eligible
to be voted at this meeting. Holders of record thereof as of March 7, 1995 will
be entitled to one vote per share.
The presence at the meeting, in person or by proxy, of shareholders
holding in the aggregate a majority of the outstanding shares of the Company's
common stock entitled to vote shall constitute a quorum for the transaction of
business. A plurality of the votes properly cast for the election of directors
by the shareholders attending the meeting, in person or by proxy, will elect
directors to office. A majority of votes properly cast upon any question,
including the proposed amendment to the Certificate of Incorporation, other
than election of directors shall decide the question. Abstentions and broker
non-votes will count for purposes of establishing a quorum, but will not count
as votes cast for the election of directors or any other question and
accordingly will have no effect.
Shareholders who send in proxies but attend the meeting in person may vote
directly if they prefer and withdraw their proxies or may allow their proxies
to be voted with the similar proxies sent in by other shareholders.
1
<PAGE> 4
1. ELECTION OF DIRECTORS
At the 1995 Annual Meeting of Shareholders, a Board of Directors
consisting of six members will be elected, each director to hold office until a
successor is elected and qualified, or until the director resigns, is removed
or becomes disqualified.
Each of the current directors of the Corporation is a nominee for
reelection. Certain information with respect to nominees for election as
directors is contained in the following table:
WARREN E. BUFFETT, age 64, has been a director of the Corporation since 1965
and has been its Chairman and Chief Executive Officer since 1970. Mr.
Buffett is a controlling person of the Corporation. He is also a
director of Capital Cities/ABC, Inc., The Coca-Cola Company, The
Gillette Company, Salomon Inc, and USAir Group, Inc.
HOWARD G. BUFFETT, age 40, has been a director of the Corporation since 1993.
Since 1992, Mr. Buffett has been Vice President, Assistant to the
Chairman and a Director of Archer Daniels Midland Company, a company
engaged principally in the business of processing and merchandising
agricultural commodities. From 1988 until joining his current
employer, Mr. Buffett was a member of the Douglas County, Nebraska
Board of Commissioners. He is also a director of Coca-Cola
Enterprises Inc.
SUSAN T. BUFFETT, age 62, has been a director of the Corporation since 1991.
Mrs. Buffett has not been employed in the past five years.
MALCOLM G. CHACE, III, age 60, has been a director of the Corporation since
1992. For more than the past five years, he has been a private
investor.
CHARLES T. MUNGER, age 71, has been a director and Vice Chairman of the
Corporation's Board of Directors since 1978. He is Chairman of the
Board of Directors of Wesco Financial Corporation, approximately
80%-owned by the Corporation. Mr. Munger is also Chairman of the Board
of Directors of Daily Journal Corporation and a director of Salomon
Inc and USAir Group, Inc.
WALTER SCOTT, JR., age 63, has been a director of the Corporation since 1988.
For more than the past five years, he has been Chairman of the Board
of Directors and Chief Executive Officer of Peter Kiewit Sons', Inc.,
a company engaged worldwide in construction, mining and
telecommunications. He is also a director of Burlington Resources
Inc., California Energy Company, Inc., C-TEC Corporation, ConAgra,
Inc., FirsTier Financial, Inc., MFS Communications Company, Inc., and
Valmont Industries Inc.
Warren E. Buffett and Susan T. Buffett are husband and wife. Howard G.
Buffett is the son of Warren and Susan Buffett. Otherwise, there is no family
relationship between any other officer or director of the Corporation.
When the accompanying proxy is properly executed and returned, the
shares it represents will be voted in accordance with the directions indicated
thereon or, if no direction is indicated, the shares will be voted in favor of
the election of the six nominees identified above. The Corporation expects each
nominee to be able to serve if elected, but if any notifies the Corporation
before this meeting that he or she is unable to do so, then the proxies will be
voted for the remainder of those nominated and, as designated by the Directors,
may be voted (i) for a substitute nominee or nominees, or (ii) to elect such
lesser number to constitute the whole Board as equals the number of nominees
who are able to serve.
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<PAGE> 5
BOARD OF DIRECTORS MEETINGS, COMMITTEES AND DIRECTORS COMPENSATION
Board of Directors' actions were taken in 1994 at the Annual Meeting
of Directors that followed the 1994 Annual Meeting of Shareholders, and upon
four occasions by directors' unanimous written consent. Each Director attended
all meetings of the Board and of the Committees of the Board on which they
served.
Mr. Scott is the member of the audit committee. The functions of the
audit committee are to ratify the selection of the independent auditors; review
the results of the annual audit; inquire into important internal control,
accounting and financial reporting matters; and report and make recommendations
to the full Board of Directors. The audit committee met twice during 1994. The
Corporation does not have standing nominating or compensation committees of the
Board of Directors.
Directors who are employees of the Corporation or its subsidiaries do
not receive fees for attendance at directors' meetings. Directors who are not
employees receive a fee of $900 for each meeting attended in person and $300
for participating in any meeting conducted by telephone. A director who serves
as a member of the audit committee receives additional fees of $1,000
quarterly. Directors are reimbursed for their out-of-pocket expenses incurred
in attending meetings of directors or shareholders.
EXECUTIVE COMPENSATION
The following table discloses the compensation received for the three
years ended December 31, 1994 by the Corporation's Chief Executive Officer and
its other executive officers at December 31, 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION ALL
NAME AND ------------------- OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
------------------ ---- ------ ----- ------------
<S> <C> <C> <C> <C>
Warren E. Buffett 1994 $100,000 -- $212,600(2)
Chief Executive Officer/ 1993 100,000 -- 205,200(2)
Chairman of the Board 1992 100,000 -- 148,000(2)
Marc D. Hamburg 1994 205,000 -- 7,500(3)
Vice President/Chief 1993 170,000 -- 8,500(3)
Financial Officer 1992 138,000 -- 7,000(3)
Charles T. Munger (1) 1994 100,000 -- 76,200(2)
Vice Chairman of the Board 1993 100,000 -- 66,400(2)
1992 100,000 -- 37,000(2)
</TABLE>
------------------------------
(1) Mr. Munger is compensated by a Berkshire subsidiary.
(2) Represents directors' fees received by Mr. Buffett and Mr. Munger from
certain non-subsidiary companies in which Berkshire has significant
investments.
(3) Represents contribution to a subsidiary's defined contribution plan in
which Mr. Hamburg participates.
3
<PAGE> 6
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
Berkshire's program regarding compensation of its executive officers is
different from most public corporations' programs. Mr. Warren E. Buffett
informs the Board of Directors as to the amount of his proposed remuneration
and that of Berkshire's other executive officers (including both salary and
bonus). Mr. Buffett has been paid an annual salary of $100,000 for each of the
last 14 years. Factors considered by Mr. Buffett are typically subjective,
such as his perception of the individual's performance and any planned change
in functional responsibility. Neither the profitability of the Corporation nor
the market value of its stock are considered in setting executive officer
remuneration (including both salary and bonus). Further, it is the
Corporation's policy that all compensation paid to its executive officers be
deductible under Internal Revenue Code Section 162(m).
Submitted by the Berkshire Hathaway Inc. Board of Directors
<TABLE>
<S> <C>
Warren E. Buffett, Chairman Malcolm G. Chace, III
Susan T. Buffett Charles T. Munger
Howard G. Buffett Walter Scott, Jr.
</TABLE>
STOCK PERFORMANCE GRAPH
The following chart compares the subsequent value of $100 invested in
Berkshire Hathaway Inc. common stock on December 31, 1989 with a similar
investment in the Standard and Poor's 500 Stock Index and in the Standard and
Poor's Property - Casualty Insurance Index.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN*
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Berkshire Hathaway Inc. $100 $ 77 $104 $135 $188 $235
S&P 500 Index 100 97 126 136 150 152
S&P Property-Casualty Insurance Index ** 100 98 122 143 141 148
</TABLE>
* Cumulative return for the Standard and Poor's indices based on
reinvestment of dividends.
** It would be difficult to develop a peer group of companies similar to
Berkshire. The Corporation owns subsidiaries engaged in a number of
diverse business activities of which the most important is the property
and casualty insurance business and, accordingly, management has used the
Standard and Poor's Property - Casualty Insurance Index for comparative
purposes.
BOARD OF DIRECTORS
INTERLOCKS AND INSIDER PARTICIPATION
Warren E. Buffett, Chairman of Berkshire's Board of Directors, is an
employee of the Corporation. Charles T. Munger, Vice Chairman of Berkshire's
Board of Directors, is employed by a Berkshire subsidiary.
4
<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Warren E. Buffett, whose address is 1440 Kiewit Plaza, Omaha, NE 68131, a
nominee for director, is the only person known to the Corporation to be the
beneficial owner of more than 5% of the Corporation's common stock. Beneficial
ownership of the Corporation's common stock on March 1, 1995 by Mr. Buffett
and by any other executive officers and directors of the Corporation who own
shares is shown in the following table:
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT AND NATURE OF OUTSTANDING
NAME BENEFICIAL OWNERSHIP SHARES
---- -------------------- -----------
<S> <C> <C>
Warren E. Buffett . . . . . 479,222 shares -- sole investment and voting power (1) . . . . . . . . . 40.7
Mr. Buffett has shared investment and voting power with respect
to 36,986 shares owned by Susan T. Buffett
Susan T. Buffett . . . . . 36,986 shares with respect to which investment and voting
power is shared with Warren E. Buffett . . . . . . . . . . . . . . . . 3.1
Howard G. Buffett . . . . . 12 shares -- sole investment and voting power . . . . . . . . . . . . . *
Malcolm G. Chace, III . . . 4,217 shares -- sole investment and voting power . . . . . . . . . . . . 0.4
9,286 shares -- shared investment and voting power(2) . . . . . . . . . 0.8
Marc D. Hamburg . . . . . . 0 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *
Charles T. Munger . . . . . 19,079 shares -- sole investment and voting power . . . . . . . . . . . 1.6
Walter Scott, Jr. . . . . . 100 shares -- sole investment and voting power (3) . . . . . . . . . . . *
Directors and executive
officers as a group . 548,902 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46.6
</TABLE>
(1) Includes 474,998 shares (40.3%) owned directly and beneficially by Mr.
Buffett, and 4,224 shares (0.4%) owned by a trust of which Mr. Buffett is
sole trustee but with respect to which Mr. Buffett disclaims any
beneficial economic interest.
(2) Excluded are 1,551 shares in which Mr. Malcolm G. Chace, III has a
pecuniary interest but with respect to which he possesses neither
investment power nor voting power, and also does not include 54 shares
owned by Elizabeth Z. Chace, wife of Malcolm G. Chace, III.
(3) Does not include 10 shares owned by Suzanne M. Scott, wife of Walter
Scott, Jr.
* less than 0.1%.
REQUIREMENTS FOR REPORTING SECURITIES OWNERSHIP
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's executive officers and directors, and persons who own more than
ten percent of a registered class of the Corporation's equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission and the New York Stock Exchange. Executive officers,
directors and greater than ten-percent shareholders are required by SEC
regulation to furnish the Corporation with copies of all Section 16(a) forms
they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Corporation believes that during 1994 all
filing requirements applicable to its executive officers, directors, and
greater than ten-percent beneficial owners were complied with, except that a
report relating to a small transaction of a Trust of which Warren E. Buffett is
a trustee was filed late.
5
<PAGE> 8
2. PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION TO AUTHORIZE
PREFERRED STOCK
DESCRIPTION OF THE PROPOSED AMENDMENT
The Board of Directors has approved and recommends to the shareholders the
adoption of an amendment to the Corporation's Certificate of Incorporation (the
"Amendment") that would increase the number of shares of all classes of stock
which the Corporation is authorized to issue from 1,500,000 shares to 2,500,000
shares. The additional 1,000,000 authorized shares would be in the form of
Preferred Stock, no par value (the "Preferred Stock") issuable in one or more
series. No preferred stock is presently authorized by the Corporation's
Certificate of Incorporation.
The Amendment would authorize the Board of Directors 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 without
limitation: (a) the distinctive designation and number of shares constituting
such series; (b) the dividend rates, if any, on the shares of that series and
whether dividends would be cumulative or non-cumulative, and, if cumulative,
the date from which dividends on the series would accumulate; (c) whether, and
upon what terms and conditions, the shares of that series would be convertible
into or exchangeable for other securities or cash or other property or rights;
(d) whether, and upon what terms and conditions, the shares of that series
would be redeemable, including the date or dates upon or after which they shall
be redeemable; (e) the rights and preferences, if any, to which the shares of
that series would be entitled in the event of voluntary or involuntary
dissolution or liquidation of the Corporation; (f) whether a sinking fund would
be provided for the redemption of the series and, if so, the terms of and
amount payable into such sinking fund; (g) whether the holders of such
securities would have voting rights and the extent of those voting rights; (h)
whether the issuance of any additional shares of such series, or of any other
series, shall be subject to restrictions as to issuance or as to the powers,
preferences or rights of any such other series; and (i) any other preferences,
privileges and relative rights of such series as the Board of Directors may
deem advisable. Holders of the Corporation's common stock would have no
preemptive right to purchase or otherwise acquire any Preferred Stock that may
be issued in the future. The text of the proposed Amendment is set forth as
Exhibit A and the foregoing summary is qualified in its entirety by reference
to such text.
PURPOSES AND EFFECTS OF THE PROPOSED AMENDMENT
If the proposed Amendment is approved by the shareholders, there would be
2,500,000 shares of all classes of stock authorized, of which 1,500,000 would
be shares of common stock and 1,000,000 would be shares of Preferred Stock.
This Amendment would not change the number of authorized shares of common
stock. There are currently issued 1,381,308 shares of common stock, of which
1,177,750 shares are outstanding and 203,558 are held by Berkshire as Treasury
shares. Therefore, if the proposed Amendment is approved by the shareholders,
there would be 322,250 authorized shares of common stock (including the 203,558
shares presently held as Treasury shares) and 1,000,000 shares of Preferred
Stock available for issuance from time to time for corporate purposes as
determined by the Board of Directors. Such purposes may include, without
limitation, providing additional capital for use in the business and operations
of the Corporation or its subsidiaries, or financing the consideration to be
paid for acquisitions of other businesses or properties, and other general
corporation purposes. The Corporation has no present plans to issue any of the
common stock currently not outstanding or any of the Preferred Stock to be
authorized if the proposed Amendment is adopted.
The effects of the authorization of the Preferred Stock upon the rights of
holders of the Corporation's 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: (a) dilution of the voting
power of the common stock if and to the extent that shares of the Preferred
Stock have voting rights or are convertible into shares of common stock and
such conversion rights are exercised; (b) the subordination of the rights of
holders of common stock to share in the Corporation's assets upon liquidation
to the prior satisfaction of any liquidation preference granted to shares of
the Preferred Stock; and (c) reduction of the amount otherwise available for
payment of dividends on common stock, to the extent dividends are payable on
any issued shares of Preferred Stock, and restrictions on dividends on common
stock if dividends on the Preferred Stock are in arrears (although the
Corporation has not declared a cash dividend on its common stock since 1967).
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<PAGE> 9
No further actions or authorization by shareholders would be necessary or
sought by the Board of Directors prior to an issuance of shares of Preferred
Stock except as may be required by law or applicable stock exchange
regulations. Current New York Stock Exchange regulations would require
shareholder approval in connection with an issuance of Preferred Stock
convertible into or exchangeable for common stock in a transaction or a series
or exchange of related transactions, other than a public offering for cash, if
(a) the common stock to be issued upon conversion or exchange has voting power
equal to or in excess of 20% of the voting power outstanding before such
issuance, (b) the number of shares of common stock to be issued upon conversion
or exchange is equal to or in excess of 20% of the common stock outstanding
before such issuance or (c) the issuance would result in a change in control of
the Corporation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT OF THE
CERTIFICATE OF INCORPORATION AUTHORIZING THE BOARD OF DIRECTORS TO ISSUE UP TO
1,000,000 SHARES OF PREFERRED STOCK IN ONE OR MORE SERIES WITH SUCH POWERS,
DESIGNATIONS, PREFERENCES, RIGHTS, QUALIFICATIONS, LIMITATIONS, AND
RESTRICTIONS AS THE BOARD OF DIRECTORS MAY DETERMINE.
3. OTHER MATTERS
As of the date of this statement your management knows of no business to
be presented to the meeting that is not referred to in the accompanying notice,
other than the approval of the minutes of the last shareholders' meeting, which
action will not be construed as approval or disapproval of any of the matters
referred to in such minutes. As to other business that may properly come before
the meeting, it is intended that proxies properly executed and returned will be
voted in respect thereof at the discretion of the person voting the proxies in
accordance with the best judgment of the person voting the proxies.
Deloitte & Touche served as the Corporation's independent public
accountants for 1994. Representatives from that firm will be present at the
meeting of shareholders, will be given the opportunity to make a statement if
they so desire, and will be available to respond to any appropriate questions.
The Corporation has not selected auditors for the current year, since its
normal practice is for the Audit Committee of the Board of Directors to make
such selection after mid-year.
ANNUAL REPORT
The Annual Report to the Shareholders for 1994 accompanies this proxy
statement, but is not deemed a part of the proxy soliciting material.
A COPY OF THE 1994 FORM 10-K REPORT AS REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, EXCLUDING EXHIBITS, WILL BE MAILED TO
SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO: FORREST N. KRUTTER,
SECRETARY, BERKSHIRE HATHAWAY INC., 1440 KIEWIT PLAZA, OMAHA, NEBRASKA 68131.
SUCH REQUEST MUST SET FORTH A GOOD-FAITH REPRESENTATION THAT THE REQUESTING
PARTY WAS EITHER A HOLDER OF RECORD OR A BENEFICIAL OWNER OF COMMON STOCK OF
THE CORPORATION ON MARCH 7, 1995. Exhibits to the Form 10-K will be mailed upon
similar request and payment of specified fees.
PROPOSALS OF SHAREHOLDERS
Any shareholder proposal intended to be considered for inclusion in the
proxy statement for presentation at the 1996 Annual Meeting must be received by
the Corporation by November 17, 1995. The proposal must be in accordance with
the provisions of Rule 14a-8 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934. It is suggested the
proposal be submitted by certified mail -- return receipt requested.
By order of the Board of Directors
FORREST N. KRUTTER, Secretary
Omaha, Nebraska
March 17, 1995
7
<PAGE> 10
Exhibit A
ARTICLE FOURTH OF THE CERTIFICATE
OF INCORPORATION AS PROPOSED TO BE
ADDED BY AMENDMENT
FOURTH, The total number of shares of all classes of stock which the
Corporation is authorized to issue is two million five hundred thousand
(2,500,000) shares. The total number of shares of Preferred Stock of all
series which the Corporation is authorized to issue is one million (1,000,000)
shares of Preferred Stock. Shares of Preferred Stock shall have no par value.
The total number of shares of Common Stock which the Corporation is authorized
to issue is one million five hundred thousand (1,500,000) shares of Common
Stock, each of which shall have a par value of Five Dollars ($5.00).
1. Preferred Stock
The Board of Directors is authorized, subject to limitations prescribed by
law and the limitation on authorized Preferred Stock stated above in this
Article FOURTH, to provide for the issuance of shares of Preferred Stock in one
or more series, and, by filing a certificate pursuant to the applicable law of
the State of Delaware, to establish from time to time the number of shares to
be included in any series, and to fix the designation, powers, preferences and
rights of the shares of each such series and the qualifications, limitations or
restrictions thereof.
The authority of the Board of Directors with respect to each series of
Preferred Stock shall include, but not be limited to, determination of the
following:
(a) The number of shares constituting that series and the distinctive
designation of that series;
(b) The dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates and the relative
rights of priority, if any, of payment of dividends on shares of that series;
(c) Whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;
(d) Whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion, including provision for adjustment
of the conversion rate in such events as the Board of Directors shall
determine;
(e) Whether or not the shares of that series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the date or dates
upon or after which they shall be redeemable, and the amount per share payable
in case of redemption, which amount may vary under different conditions and at
different redemption dates;
(f) Whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of such
sinking fund;
(g) The rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, and
the relative rights of priority, if any, of payment of shares of that series;
and
(h) Any other absolute or relative rights, preferences or limitations
of that series.
Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment before any dividends shall be paid or
declared and set apart for payment of dividends on the common shares with
respect to the same dividend period.
8
<PAGE> 11
The Preferred Stock shall be preferred over the Common Stock as to assets,
and in the event of any liquidation or dissolution or winding up of the
Corporation (whether voluntary or involuntary), the holders of the Preferred
Stock shall be entitled to receive out of the assets of the Corporation
available for distribution to its stockholders, whether from capital, surplus
or earnings, the amount specified for each particular series, together with any
dividends accrued or in arrears, for every share of their holdings of Preferred
Stock before any distribution of the assets shall be made to the holders of the
Common Stock, and shall be entitled to no other or further distribution. If
upon any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the assets available for distribution to holders of shares of
Preferred Stock of all series shall be insufficient to pay such holders the
full preferential amount to which they are entitled, then such assets shall be
distributed ratably among the shares of all series of Preferred Stock in
accordance with the respective preferential amounts (including unpaid
cumulative dividends, if any, as provided by the Board of Directors) payable
with respect thereto.
Neither the consolidation nor merger of the Corporation with or into any
other corporation, nor any sale, lease, exchange or conveyance of all or any
part of the property, assets or business of the Corporation shall be deemed to
be a liquidation, dissolution or winding up of the Corporation within the
meaning of this Article FOURTH.
2. Common Stock
The shares of Common Stock may be issued by the Corporation from time to
time for such consideration, having a value not less than par value, as may be
fixed from time to time by the Board of Directors of the Corporation. Any and
all shares so issued for which the consideration so fixed has been paid or
delivered to the Corporation shall be deemed fully paid stock and shall not be
liable to any further call or assessment thereon, and the holders of said
shares shall not be liable for any further payments in respect of such shares.
Each holder of Common Stock shall be entitled to one vote for each share
of Common Stock standing in his name on the books of the Corporation.
9
<PAGE> 12
PROXY
BERKSHIRE HATAHAWAY INC.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 1, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Marc D. Hamburg and Walter Scott, Jr.,
or either of them, as proxies, with power of substitution to each proxy and
substitute, to vote the Common Stock of the undersigned at the 1995 Annual
Meeting of Shareholders of Berkshire Hathaway Inc. and at any adjournment
thereof, as indicated on the reverse hereof on the proposal for Election of
Directors and amendment of the Certificate of Incorporation described in the
Notice and Proxy Statement for such meeting and as said proxies may determine
in the exercise of their best judgment on any other matters which may properly
come before the meeting.
IF PROPERLY EXECUTED AND RETURNED, THIS PROXY WILL BE VOTED AS
SPECIFIED OR, IF NOT SPECIFIED, WILL BE VOTED FOR ELECTING ALL NOMINEES AND
---
AMENDING THE CERTIFICATE OF INCORPORATION.
PLEASE SIGN ON REVERSE SIDE AND MAIL PROMPTLY
IN THE ENCLOSED ENVELOPE
SEE REVERSE
SIDE
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
1. Election of Directors:
NOMINEES: Warren E. Buffett, Charles T. Munger,
Susan T. Buffett, Howard G. Buffett,
Malcolm G. Chace, III and Walter Scott, Jr.
[ ] FOR [ ] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[ ]
- ---------------------------------------------------
For, except vote withheld from the above nominee(s).
2. Proposed amendment of the Corporation's Certificate of Incorporation
authorizing the Board of Directors to issue up to 1,000,000 shares of
Preferred Stock in one or more series.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
MARK HERE
FOR ADDRESS
CHANGE AND
NOTE AT LEFT [ ]
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS. IF ACTING AS ATTORNEY, EXECUTOR,
TRUSTEE OR IN REPRESENTATIVE CAPACITY, SIGN NAME AND TITLE.
SIGNATURE:_______________________________DATE_______________
SIGNATURE:_______________________________DATE_______________
