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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BERKSHIRE HATHAWAY INC.
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(Exact name of Registrant as specified in its charter)
Delaware 04-2254452
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1440 Kiewit Plaza, Omaha, Nebraska 68131
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(Address of principal executive offices) (zip code)
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If this Form relates to the registration If this Form relates to the registration
of a class of debt securities and is of a class of debt securities and is to
effective upon filing pursuant to become effective simultaneously with the
General Instruction A(c)(1) please check effectiveness of a concurrent registration
the following box. [_] statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box. [_]
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Class B Common Stock New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of class)
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Subject to approval and effectiveness of an amendment to Registrant's
Restated Certificate of Incorporation, to be considered by Registrant's
shareholders at its annual meeting on May 6, 1996, Registrant will have
50,000,000 shares of Class B Common Stock, par value $0.1667 per share,
authorized for issuance. Registrant's authorized capital stock will also
include 1,500,000 shares of Class A Common Stock, $5.00 par value per share, and
1,000,000 shares of preferred stock, no par value per share ("Preferred Stock").
The holders of outstanding shares of Class B Common Stock will be entitled
to one-two-hundredth (1/200th) of a vote, and the holders of outstanding shares
of the Registrant's Class A Common Stock are entitled to one vote, for each
share held of record on all matters submitted to a vote of shareholders. Unless
otherwise required by the Delaware General Corporation Law, the holders of Class
B Common Stock and the holders of Class A Common Stock will vote as a single
class with respect to all matters submitted to a vote of shareholders of
Registrant.
Holders of Class A Common Stock are entitled to receive ratably such
dividends as may be declared by the Board of Directors out of funds legally
available therefor. Holders of Class B Common Stock will be entitled to
dividends equal to one-thirtieth (1/30th) of the amount per share declared by
the Board of Directors for each share of Class A Common Stock. Dividends with
respect to the Class B Common Stock will be paid in the same form and at the
same time as dividends with respect to Class A Common Stock, except that, in the
event of a stock split or stock dividend, holders of Class A Common Stock will
receive shares of Class A Common Stock and holders of Class B Common Stock will
receive shares of Class B Common Stock, unless otherwise specifically designated
by resolution of the Board of Directors.
In the event of the liquidation, dissolution or winding-up of Registrant,
holders of Common Stock are entitled to share ratably in all assets remaining
after the payment of liabilities, with holders of Class B Common Stock entitled
to receive per share one-thirtieth (1/30th) of any amount per share received by
holders of Class A Common Stock.
Holders of Class B Common Stock shall have no preemptive rights and shall
have no rights to convert their shares into any other securities. All shares of
Class B Common Stock to be outstanding upon completion of the offering described
below will be fully paid and nonassessable.
Registrant 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.
Registrant will offer shares of its Class B Common Stock for sale to the
public pursuant to a prospectus included in a Registration Statement on Form S-3
filed with the Securities and Exchange Commission on April 2, 1996. The form
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of prospectus to be filed by Registrant pursuant to Rule 424(b) under the
Securities Act of 1933 shall be deemed to be incorporated herein by reference.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
Restated Certificate of Incorporation of Registrant as presently in
effect/1/
Article FOURTH of the Restated Certificate of Incorporation of Registrant,
as proposed to be amended/2/
By-laws of Registrant/3/
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/1/ Filed as Exhibit 3 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, and incorporated herein by reference.
/2/ Filed as Exhibit A to Registrant's Definitive Proxy Statement dated
March 18, 1996 for Registrant's Annual Meeting of Shareholders to be held
May 6, 1996, and incorporated herein by reference.
/3/ Filed as Exhibit 3.1 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993, and incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
BERKSHIRE HATHAWAY INC.
Date: April 1, 1996 By /s/ Marc D. Hamburg
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Marc D. Hamburg
Vice President and
Chief Financial Officer
