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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 13, 1996
Berkshire Hathaway Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-10125 04 2254452
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1440 Kiewit Plaza, Omaha, NE 68131
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (402) 346-1400
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
Berkshire Hathaway Inc. (the "registrant") announced that its Board
of Directors has approved a plan to create a new class of stock to be
called Class B Common Stock, and to simultaneously designate its existing
common stock as Class A Common Stock. Registrant's shareholders will be
asked to approve this plan at its annual shareholders' meeting, scheduled
for May 6, 1996.
Registrant issued a press release announcing the plan and providing
additional details. Such press release is filed herewith as Exhibit 1
and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) The following exhibits are filed with this report:
Exhibit Number Description
1 Press Release of the registrant issued
February 13, 1996
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BERKSHIRE HATHAWAY INC.
By: /s/ Marc D. Hamburg
Name: Marc D. Hamburg
Title: Vice President and
Chief Financial Officer
Dated: February 15, 1996
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EXHIBIT INDEX
Exhibit Number Description
1 Press Release of the registrant issued
February 13, 1996
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EXHIBIT 1
BERKSHIRE HATHAWAY INC.
NEWS RELEASE
FOR IMMEDIATE RELEASE FEBRUARY 13, 1996
Berkshire Hathaway Inc. announced today that its Board of Directors has
approved a plan to create a new class of stock, to be called Class B Common
Stock, and to simultaneously designate its existing common stock as Class A
Common Stock.
The Company's shareholders will be asked to approve this plan at Berkshire
Hathaway's annual meeting, scheduled for May 6th.
Each share of the proposed Class B stock will have the rights of 1/30th of
a Class A share, with these exceptions: First, a Class B share will have
1/200th of the vote of a Class A share (rather than 1/30th of the vote).
Second, the Class B shares will not be eligible to participate in Berkshire's
shareholder-designated charitable contributions program.
As part of this recapitalization program, each share of Berkshire Hathaway's
Class A common stock will become convertible, at the holder's option and at
any time, into 30 shares of Class B stock. (The conversion privilege will
not extend in the opposite direction. That is, holders of Class B shares will
not be able to convert them into Class A shares).
To the extent that Class A shareholders choose to convert into Class B
shares, a supply of Class B shares will become available for trading.
However, for the purpose of creating an initial supply of the Class B shares,
Berkshire Hathaway will itself make a public offering for cash of at least
$100 million of new Class B shares. The offering will be made only by means
of a prospectus. Since the shares issued will be economically equivalent to
only 1/30th of a Class A share, a $100 million offering would have the effect
under current market conditions of increasing Berkshire's total shares
outstanding by less than 3/10ths of 1 percent.
The Company expects to make its offering of Class B shares and to carry
out the other provisions of the recapitalization plan as quickly as possible
after its annual meeting. As part of the process, the Company will apply to
list the Class B shares on the New York Stock Exchange. Berkshire's
existing common stock is traded on that exchange and closed at $31,900 on
February 12, 1996.
Warren E. Buffett, Chairman of Berkshire Hathaway, explained the
Company's proposed recapitalization as its reluctant response to certain
largely-unpublicized moves that have been made by parties unaffiliated with
Berkshire, eager to profit from the fact that Berkshire has chosen not to
split its stock. These parties, in registration statements filed with the
Securities & Exchange Commission, have indicated their intention to create
unit investment trusts that would sell for relatively small amounts -- say
$1,000 -- and that would purport to be miniature Berkshires or that would
otherwise make an effort to associate themselves with Berkshire's reputation.
Said Mr. Buffett: "We have believed it in Berkshire's interest not to
split its stock. However, it is clear to me that the promoters of these
trusts will aggressively market them and will cause small investors to incur
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Berkshire Hathaway Inc.
News Release -- February 13,1996
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costs -- sales commissions, management fees, and tax levies -- that will do
them damage. Beyond that, holders of these trusts would not be on the list
to receive Berkshire's shareholder communications and could not attend
its annual meeting."
"We have no interest," said Mr. Buffett, "in enticing investors, large
or small, to buy Berkshire stock. But given the prospect of these unit
investment trusts, we believe it is better that we ourselves create a direct,
low-cost way for small investors to invest in Berkshire. By issuing this new
Class B stock, which can be expected to sell at about 1/30th of the price of
the Class A stock, we'll do that."
Mr. Buffett said that the market will ultimately determine what the
Class B stock sells for. "It is our wish, though," he said, "to forestall
any speculative excesses in the market for Berkshire stock. We have some
ability to ward these off by increasing the size of the Class B offering
above $100 million, and we will do that if it seems wise. Though Berkshire
has no need today for additional equity capital, management does not believe
that the Company's stock is undervalued. Therefore, current shareholders
will not suffer any diminution in per-share intrinsic value, no matter how
many Class B shares the Company decides it is necessary to sell."
Mr. Buffett noted that the recapitalization plan will impose certain costs
on Berkshire, including those that arise from the mechanics of handling a
somewhat increased number of shareholders. The Company nevertheless believes
that the right reaction to the promoters of these trusts is to provide a
product so superior to what they have to offer that their products become
unmerchandisable.
Mr. Buffett added that some existing Berkshire Hathaway shareholders
wishing to give annual gifts of $10,000 --the size of gift that the tax laws
permit to be tax-free -- have found it inconvenient that Berkshire's stock
sells at a price well above that. Should these shareholders choose to do so,
said Mr. Buffett, they will be able to convert shares of their Class A stock
into Class B shares and use these for gifts.
Mr. Buffett said that otherwise he believes it will be in the interests
of existing Berkshire shareholders to retain their Class A shares, since
these will have full voting rights and access to Berkshire's charitable
contributions program.
It is Mr. Buffett's intention (leaving aside times when he himself might
want to make small gifts) to hold Class A shares only, and he recommends that
course of action to other shareholders. At present, Mr. Buffett owns
approximately 40% of Berkshire's outstanding shares. In connection with the
recapitalization, he and his wife, Susan T. Buffett, have agreed that, if
their combined voting interest increases above 49.9%, they will vote their
shares above that percentage in the same proportion as other shareholders
vote.
Berkshire Hathaway and its subsidiaries engage in a number of diverse
business activities among which the most important is the property and
casualty insurance business conducted on both a direct and reinsurance basis.
Common stock of the company is listed on the New York Stock Exchange, trading
symbol BRK.
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Contact: (402) 346-1400
