<PAGE> 1
As filed with the Securities and Exchange Commission on November 26, 1996
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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BERKSHIRE HATHAWAY INC.
(Exact name of Registrant as specified in its charter)
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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)
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Copies To:
<TABLE>
<S> <C> <C>
R. Gregory Morgan Alan L. Beller, Esq. John W. White
Munger, Tolles & Olson Cleary, Gottlieb, Steen & Hamilton Cravath, Swaine & Moore
355 South Grand Avenue One Liberty Plaza 825 Eighth Avenue
Los Angeles, California 90071 New York, New York 10006 New York, New York 10019
(213) 683-9100 (212) (212) 474-1000
</TABLE>
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
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. [X] 33-30570
---------
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. [ ]
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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 Offering Price Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1.00% Senior Exchangeable Notes Due --- (1) --- (1) $53,890,000 $16,331(2)
December 2, 2001
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</TABLE>
(1) Consistent with Rule 457(0), this information is not required.
(2) This registration statement filed pursuant to Rule 462(b) relates to an
offering of 1.00% Senior Exchangeable Notes Due December 2, 2001 with a
maximum aggregate offering price of $453,890,000. The registration fee
for $400,000,000 of such maximum aggregate offering price was paid upon
filing the earlier effective registration statement for the offering.
<PAGE> 2
The contents of the Registrant's Registration Statement on Form S-3
(File No. 33-30570), as amended by Post-Effective Amendments Nos. 1 and 2, with
respect to the Registrant's 1.00% Senior Exchangeable Notes Due December 2, 2001
being registered hereby, are incorporated by reference into this Registration
Statement filed pursuant to Rule 462(b) of the Securities Act of 1933, as
amended.
-1-
<PAGE> 3
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 filed pursuant to Rule 462(b) of the Act to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Omaha,
State of Nebraska, on November 25, 1996.
BERKSHIRE HATHAWAY INC.
By /s/ MARC D. HAMBURG
---------------------------------
Marc D. Hamburg
Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement filed pursuant to Rule 462(b) of the Act has been signed
below 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 November 25, 1996
- ------------------------------ Director (principal executive
Warren E. Buffett officer)
/s/ Marc D. Hamburg Vice President and Chief November 25, 1996
- ------------------------------- Financial Officer (principal
Marc D. Hamburg financial officer)
/s/ Daniel J. Jaksich Controller (principal November 25, 1996
- ------------------------------- accounting officer)
Daniel J. Jaksich
Vice-Chairman of the Board and November __, 1996
- ------------------------------- Director
Charles T. Munger
* Director November 25, 1996
- -------------------------------
Susan T. Buffett
* Director November 25, 1996
- -------------------------------
Malcolm G. Chace, III
* Director November 25, 1996
- -------------------------------
Walter Scott, Jr.
* Director November 25, 1996
- -------------------------------
Howard G. Buffett
</TABLE>
* By /s/ Warren E. Buffett
-------------------------------
Warren E. Buffett
Attorney-in-Fact pursuant to
Power of Attorney previously filed
as an exhibit to the Registrant's
Registration Statement on Form S-3
(File No. 33-30570)
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ------
<S> <C>
1 -- Form of Underwriting Agreement*
4 -- Indenture dated as of December 1, 1987 between Berkshire
Hathaway Inc. and State Street Bank and Trust Company (as
successor trustee to The First National Bank of Boston), Trustee*
5 -- Opinion of Counsel
8 -- Opinion re Tax Matters
12 -- Statement re Computation of Ratios*
23.1 -- Consent of Deloitte & Touche LLP
23.2 -- Consent of Coopers & Lybrand L.L.P.
23.3 -- Consent of Munger, Tolles & Olson (included in Exhibit 5
and in Exhibit 8)
24 -- Power of attorney*
26 -- Statement of Eligibility of Trustee for the Debt Securities*
</TABLE>
- ----------
* Incorporated by reference from the registrant's Registration Statement on
Form S-3 (file no. 33-30570).
<PAGE> 1
EXHIBIT 5
November 25, 1996
Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Dear Sirs:
We have acted as counsel to Berkshire Hathaway Inc., a Delaware
corporation (the "Company"), in the preparation of its Post-Effective Amendment
Nos. 1 and 2 (the "Post-Effective Amendment") to its registration statement
(No. 33-30570) on Form S-3 (the "Prior Registration Statement") covering
$400,000,000 in proposed maximum aggregate offering price of debt securities
(the "Debt Securities") which the Company has filed with, and which have been
declared effective by, the Securities and Exchange Commission in connection
with the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of an offering of Debt Securities. We have also acted as
counsel to the Company in connection with its registration statement on Form
S-3 filed under Rule 462(b) of the Securities Act (the "Rule 462(b)
Registration Statement") covering an additional $53,890,000 in proposed maximum
aggregate offering price of Debt Securities of the same class as were included
in the Prior Registration Statement (the "Additional Debt Securities").
For the purpose of rendering this opinion, we have made such legal and
factual examinations as we have deemed necessary. We have examined, among
other things, the Company's Certificate of Incorporation and Bylaws and records
of corporate proceedings. We have also examined the indenture dated as of
December 1, 1987, between the Company and The First National Bank of Boston, as
trustee (the "Trustee"), as supplemented by the First Supplemental Indenture to
be entered into between the Company and the Trustee (the indenture dated as of
December 1, 1987, as supplemented from time to time, is referred to herein as
the "Indenture"), pursuant to which the Debt Securities and Additional Debt
Securities are to be issued, and have assumed that the Indenture has been duly
authorized, executed and delivered by the Trustee and that the First
Supplemental Indenture referred to above will be duly authorized, executed and
delivered by each of the Company and the Trustee. We further assume that, in
connection with the issuance and sale of any Debt Securities and Additional
Debt Securities which may be exchanged for securities of another issuer, such
other issuer shall have taken any and all necessary and appropriate steps to
enable the Company to deliver securities of such other issuer upon such
exchange.
On the basis of the foregoing examinations, the assumptions contained
herein and such other matters of fact and questions of law as we have deemed
necessary, and in reliance thereon, we are of the opinion that, when the Rule
462(b) Registration Statement has become effective under the Securities Act and
the Additional Debt Securities have been duly executed by the Company,
authenticated by the Trustee and issued and sold as contemplated in the Rule
462(b) Registration Statement, the Additional Debt Securities will be legal,
valid and binding obligations of the Company, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equitable principles.
The foregoing opinion is limited to the Federal laws of the United
States, the laws of the State of California and the General Corporation Law of
the State of Delaware, and we are expressing no opinion as to the effect of the
laws of any other jurisdiction. With respect to the Indenture and the
Securities, which are stated to be governed by the laws of the State of New
York, we have assumed with your consent that such laws are the same as the laws
of the State of California with respect to the legal, valid and binding nature
of the Debt Securities.
We hereby consent to the references to our firm under the caption
"Validity of Notes" in the prospectus supplement contained in the Prior
Registration Statement and incorporated into the Rule 462(b) Registration
Statement and in the prospectus contained or incorporated therein under the
caption "Legal Opinions." In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act.
Very truly yours,
MUNGER, TOLLES & OLSON
<PAGE> 1
Exhibit 8
[MUNGER, TOLLES & OLSON LETTERHEAD]
November 26, 1996
Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Gentlemen:
You have requested our opinion regarding the United States federal
income tax characterization of the Notes being offered in connection with the
Registration Statement on Form S-3 (the "Registration Statement") filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act"), and related to the Registration Statement on Form S-3,
Registration No. 33-30570, as filed with the Securities and Exchange Commission
(the "Commission"), on August 30, 1989 by Berkshire Hathaway Inc., as amended
by Post-Effective Amendment No. 2 to the Form S-3, filed on November 22, 1996.
Terms used herein and not otherwise defined herein shall have the same meaning
as in the Registration Statement.
In rendering our opinion, we have reviewed the Registration Statement
and such other materials as we have deemed necessary or appropriate as a basis
for our opinion. In addition, we have considered the applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations promulgated thereunder by the Treasury Department (the
"Regulations"), pertinent judicial authorities, rulings of the Internal Revenue
Service (the "IRS") and such other authorities as we have considered relevant,
in each case, in effect on the date hereof. It should be noted that such Code,
Regulations, judicial decisions,
<PAGE> 2
Exhibit 8
[MUNGER, TOLLES & OLSON LETTERHEAD]
Berkshire Hathaway Inc.
November 26, 1996
Page 2
administrative interpretations and such other authorities are subject to change
at any time and, in some circumstances, with retroactive effect. A material
change in any of the materials or authorities upon which our opinion is based
could affect our conclusions stated herein. There can be no assurance that a
contrary position will not asserted by the IRS.
Based upon the foregoing, it is our opinion that the Notes will be
treated as single debt instruments subject to recently issued U.S. Treasury
regulations governing contingent payment debt instruments.
This opinion is being furnished in connection with the Registration
Statement. Any variation or difference in the facts from those set forth in the
Registration Statement may affect the conclusions stated herein.
We hereby consent to the use of our name under the caption "Certain
United States Federal Income Tax Considerations" incorporated into the
Registration Statement and to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
Munger, Tolles & Olson
<PAGE> 1
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 filed pursuant to Rule 462(b) under
the Securities Act of 1933 relating to its Registration Statement on Form S-3
(No. 33- 30570), of our report on schedules dated March 8, 1996 appearing in
the Annual Report on Form 10-K of Berkshire Hathaway Inc. for the year ended
December 31, 1995, and our report dated March 8, 1996 (July 16, 1996 as to
the restatement described in Note 1(a) to the financial statements) appearing
in the Current Report on Form 8-K of Berkshire Hathaway Inc. filed July 26,
1996, and to the reference to us under the heading "Experts" in the
Prospectus which is incorporated into this Registration Statement.
Deloitte & Touche LLP
Omaha, Nebraska
November 25, 1996
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Berkshire Hathaway Inc. on Form S-3 filed pursuant to Rule 462(b) under
the Securities Act of 1933 relating to its registration Statement on Form
S-3 (No. 33-30570), of our report dated February 16, 1996, on our audits of
the consolidated financial statements of GEICO Corporation and subsidiaries
as of December 31, 1995 and 1994, and for the years ended December 31, 1995,
1994 and 1993, which report is incorporated by reference into the Current
Report on Form 8-K of Berkshire Hathaway Inc. filed March 27, 1996, and to
the reference to us under the heading "Experts" in the Prospectus which is
incorporated into this Registration Statement.
Coopers & Lybrand L.L.P.
Washington, D.C.
November 26, 1996
