As filed with the Securities and Exchange Commission on July 14, 1997
Registration No. 333-
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:
Mary Ann Lyman Kyle Longhofer
Munger, Tolles & Olson LLP Schlanger, Mills, Mayer
355 South Grand Avenue & Grossberg, L.L.P.
Los Angeles, California 90071 5847 San Felipe, Suite 1700
(213) 683-9100 Houston, Texas 77057
(713) 785-1700
______________________
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]
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. [ ]
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of
Each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit(1) Price(1) Fee
Class A
Common Stock,
par value
$5.00 per
share 1,865 shares $47,250.00 $88,121,250.00
Class B $26,796.51
Common Stock,
par value
$.1667 per
share 195 shares $1,575.50 $307,222.50
____________________
(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 July 10, 1997.
____________________
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>
PROSPECTUS
BERKSHIRE HATHAWAY INC.
1,865 SHARES OF CLASS A COMMON STOCK ($5.00 PAR VALUE)
195 SHARES OF CLASS B COMMON STOCK ($.1667 PAR VALUE)
This Prospectus relates to 1,865 shares of the Class A Common Stock, par value
$5.00 per share ("Class A Common Stock"), and 195 shares (such shares,
together with such 1,865 shares of Class A Common Stock, the "Shares") of
Class B Common Stock, par value $.1667 per share ("Class B 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 FC Acquisition,
Inc., a direct wholly owned subsidiary of the Company, with and into Star
Furniture Company (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 July , 1997.
<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 Class A Common Stock and Class B 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 Commission maintains a Web site at http://www.sec.gov that contains
reports, proxy and information statements and other information concerning the
Company, which files electronically with the Commission.
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, as amended (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, 1996; (ii) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997; (iii) the description of the Company's Class A
Common Stock included in the Registration Statement on Form 8-A dated October
26, 1988; and (iv) the description of the Company's Class B Common Stock
included in the Registration Statement on Form 8-A dated April 1, 1996.
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. Included in this group of subsidiaries is
GEICO Corporation, the seventh largest auto insurer in the United States.
Investment portfolios of insurance subsidiaries include meaningful equity
ownership percentages of other publicly traded companies, including American
Express Company, The Coca-Cola Company, The Walt Disney Company, Federal Home
Loan Mortgage Corporation, The Gillette Company, 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.
Additionally, the Company publishes the BUFFALO NEWS, a daily and Sunday
newspaper in Western 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, R.C. Willey Home
Furnishings and Star Furniture Company), manufacture and distribution of
uniforms (Fechheimer Brothers Company), manufacture, import and distribution
of footwear (H.H. Brown Shoe Company, Lowell Shoe, Inc. and Dexter Shoe
Company), retailing of fine jewelry (Borsheim's and Helzberg's Diamond Shops),
manufacture and distribution of air compressors, air tools and painting
systems (Campbell Hausfeld), and high-technology training of operators of
aircraft and ships (FlightSafety). 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 as of
June 5, 1997, as amended by Amendment No. 1 to the Agreement and Plan of
Merger dated as of June 26, 1997, by and among the Company, Star Furniture
Company ("Star Furniture") and the then-shareholders of Star Furniture (the
"Merger Agreement"). Each of such former Star Furniture shareholders is
referred to individually herein as a "Selling Shareholder," and all of such
former Star Furniture shareholders are referred to collectively herein as the
"Selling Shareholders." All Selling Shareholders who held offices or other
positions with Star Furniture prior to the Merger hold the same positions with
Star Furniture after the Merger.
Immediately following the effectiveness of the Merger, the Selling
Shareholders held, in the aggregate, 1,865 shares of the Company's Class A
Common Stock, which amount is less than one percent of the Company's
outstanding Class A Common Stock, and 195 shares of the Company's Class B
Common Stock, which amount is less than one percent of the Company's
outstanding Class B Common Stock. Because a Selling Shareholder may offer
pursuant to this Prospectus all or some part of the Class A Common Stock and
Class B 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 Class A Common Stock and Class B Common Stock as of
the date of this Prospectus by each Selling Shareholder.
NUMBER OF SHARES
CLASS A CLASS B
SHAREHOLDER NAME COMMON STOCK COMMON STOCK
Melvyn L. Wolff 638 5
Shirley W. Toomim 477 21
Shirley W. Toomim, as Trustee for the 33 1
Carrie Wolff Boudreaux 1983 Trust
Robert Wolff 57 8
Loren Wolff 57 8
Cyvia Wolff 63 17
Curtis Wolff 204 16
Roddy Toomim 79 9
David R. Toomim, Jr., as Custodian for 21 11
Nicholas Toomim
David R. Toomim, Jr., as Custodian for 21 11
Joshua Toomim
David R. Toomim, Jr., as Custodian for 21 11
Caitlin Toomim
Stephen Robinson 28 28
Ellen Robinson 93 4
Ellen Robinson, as Custodian for 21 11
Adam Robinson
Ellen Robinson, as Custodian for 7 16
Erica Robinson
Marc E. Grossberg, as Trustee for the 45 18
Sherri Ann Boudreaux QSST Trust
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 Class A Common Stock, 50,000,000 shares of Class B Common Stock and
1,000,000 shares of preferred stock, no par value per share ("Preferred
Stock").
The following summary of certain provisions of the Class A Common Stock,
Class B Common Stock and Preferred Stock does not purport to be complete and
is subject to, and qualified in its entirety by, the provisions of applicable
law and the Company's Restated Certificate of Incorporation.
The holders of outstanding shares of Class A Common Stock are entitled to
one vote, and the holders of outstanding shares of Class B Common Stock are
entitled to one-two-hundredth (1/200th) of a vote, for each share held of
record on all matters submitted to a vote of stockholders. Unless otherwise
required by the Delaware General Corporation Law (the "DGCL"), the Class A
Common Stock and Class B Common Stock vote as a single class with respect to
all matters submitted to a vote of stockholders of the Company.
Mr. Buffett owns 39.5% of the Class A Common Stock, and he shares voting
and investment power over another 3.1% of such stock, which is owned by his
wife, Susan T. Buffett, and 0.3% of such stock, which is owned by trusts of
which he is trustee but in which he has no economic interest. Mr. and Mrs.
Buffett have entered into a voting agreement with the Company providing that,
should the voting power of shares held by Mr. and Mrs. Buffett and the trust
exceed 49.9% of the total voting power of the Company's voting securities,
they will vote their shares in excess of that percentage proportionally with
the votes of the other Company stockholders.
Each share of Class A Common Stock may be converted into thirty (30)
shares of Class B Common Stock at the holder's option at any time. Shares of
Class B Common Stock are not convertible into Class A Common Stock or any
other security.
Holders of Class A Common Stock are entitled to receive ratably such
dividends as may be declared by the Company's Board 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 Company's Board 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 Company's Board. The Company has
not declared a cash dividend since 1967 and has no present intention to pay a
dividend on Class A Common Stock or on Class B Common Stock in the future.
In the event of the liquidation, dissolution of winding-up of the
Company, holders of Class A Common Stock and Class B 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. Neither holders of Class A Common Stock nor Class B Common
Stock shall have preemptive rights to subscribe for additional shares of
either class. All outstanding shares of Class A Common Stock and Class B
Common Stock are fully paid and nonassessable.
No shares of Preferred Stock are presently outstanding. In the future,
the Company may issue the Preferred Stock in one or more series. The
Company's Board 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 effect of
any issuance of the Preferred Stock upon the rights of holders of the Class A
Common Stock and Class B 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 Company's Board. Such effects might include dilution of the
voting power of the Class A Common Stock and Class B Common Stock, the
subordination of the rights of the holders of Class A Common Stock and Class B
Common Stock to share in the Company's assets upon liquidation, and a
reduction in the amount otherwise available for payment of dividends on Class
A Common Stock and Class B Common Stock.
<PAGE>
LEGAL MATTERS
The validity of the Shares has been passed upon by Munger, Tolles & Olson
LLP, Los Angeles, California, as counsel for the Company. Certain attorneys
of Munger, Tolles & Olson LLP own an aggregate of two shares of the Company's
Class A 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, 1996 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 $26,796.51
NYSE Listing Fee 1,500.00
Legal Fees and Expenses 3,500.00
Accounting Fees and Expenses 5,000.00
Miscellaneous 203.49
Total $37,000.00
_____________________
* All amounts other than the SEC registration fee and the NYSE listing 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 such 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's Restated Certificate of Incorporation includes 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 LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Munger, Tolles & Olson LLP (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 14, 1997.
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 14, 1997
Warren E. Buffett and Director (principal
executive officer)
/s/ Marc D. Hamburg Vice President and Chief July 14, 1997
Marc D. Hamburg Financial Officer
(principal financial
officer)
/s/ Daniel J. Jaksich Controller (principal July 14, 1997
Daniel J. Jaksich accounting officer)
/s/ Charles T. Munger
Charles T. Munger Director July 14, 1997
/s/ Susan T. Buffett
Susan T. Buffett Director July 14, 1997
/s/ Malcolm G. Chace, III
Malcolm G. Chace, III Director July 14, 1997
/s/ Walter Scott, Jr.
Walter Scott, Jr. Director July 14, 1997
/s/ Howard G. Buffett
Howard G. Buffett Director July 14, 1997
<PAGE>
EXHIBIT 5
July 14, 1997
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 14, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 1,865 shares of your Class A Common
Stock, par value $5 per share, and 195 shares of your Class B Common Stock,
par value $.1667 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 LLP
/s/Munger, Tolles & Olson LLP
<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 7, 1997,
appearing in the Annual Report on Form 10-K of Berkshire Hathaway Inc. for the
year ended December 31, 1996, 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 11, 1997
