<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
[ ] Confidential for Use of the Commission Only (as permitted by Rule
14a-6[e][2])
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
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):
[X] No fee required
[ ] $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:
.......................................................................
[ ] 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 5, 1997
TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of the Shareholders of
Berkshire Hathaway Inc. will be held at Aksarben Coliseum, 6800 Mercy Road,
Omaha, Nebraska, on May 5, 1997 at 9:30 a.m. for the following purposes:
1. To elect directors.
2. 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,
1997 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 19, 1997
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 WILL 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,
1997 WILL BE ADEQUATE IDENTIFICATION.
<PAGE> 3
BERKSHIRE HATHAWAY INC.
1440 KIEWIT PLAZA
OMAHA, NEBRASKA 68131
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 5, 1997
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 5, 1997 and at any adjournment
thereof.
This proxy statement and the enclosed form of proxy were first sent to
shareholders on or about March 19, 1997.
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.
As of the close of business on March 7, 1997, the record date for the
Annual Meeting, the Corporation had outstanding and entitled to vote 1,205,078
shares (exclusive of 170,068 shares held in treasury) of Class A Common Stock
(hereinafter called "Class A Stock") and 815,015 shares (including 2,810 shares
held by the First National Bank of Boston as Agent for holders of unexchanged
shares of FlightSafety International, Inc.) of Class B Common Stock
(hereinafter called "Class B Stock"). Each share of Class A Stock is entitled
to one vote per share and each share of Class B Stock is entitled to
one-two-hundredth (1/200) of one vote per share on all matters submitted to a
vote of shareholders of the Corporation. The Class A Stock and Class B Stock
vote together as a single class. Only shareholders of record at the close of
business on March 7, 1997 are entitled to vote at the Annual Meeting or at any
adjournment thereof.
The presence at the meeting, in person or by proxy, of the holders of
Class A Stock and Class B Stock holding in the aggregate a majority of the
voting power of the Corporation's 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 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 1997 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 66, 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 The Coca-Cola Company, The Gillette Company, Salomon Inc,
and The Washington Post Company.
HOWARD G. BUFFETT, age 42, has been a director of the Corporation since 1993.
Mr. Buffett is Chairman of the Board of Directors of The GSI Group, a
company primarily engaged in the manufacture of agricultural
equipment. From 1992 until July 5, 1995, Mr. Buffett had 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 1992, Mr. Buffett was a member of the Douglas County, Nebraska
Board of Commissioners. He is also a director of Coca-Cola
Enterprises Inc. and Lindsay Manufacturing Co.
SUSAN T. BUFFETT, age 64, 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 62, has been a director of the Corporation since
1992. In 1996 Mr. Chace was named Chairman of the Board of Directors
of BankRI, a community bank located in the State of Rhode Island.
Prior to 1996 Mr. Chace had been a private investor.
CHARLES T. MUNGER, age 73, 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 Costco
Companies, Inc. and Salomon Inc.
WALTER SCOTT, JR., age 65, 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, energy and
telecommunications. He is also a director of Burlington Resources
Inc., CalEnergy Company, Inc., C-TEC Corporation, ConAgra, Inc., First
Bank System, Valmont Industries Inc., and World Com, 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.
2
<PAGE> 5
BOARD OF DIRECTORS MEETINGS, COMMITTEES AND DIRECTORS COMPENSATION
Board of Directors' actions were taken in 1996 at the Annual Meeting of
Directors that followed the 1996 Annual Meeting of Shareholders, at two special
Directors' meetings, 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 select 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 1996. 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, 1996 by the Corporation's Chief Executive Officer and
its other executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME AND ANNUAL COMPENSATION ALL
------------------- OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
-------------------- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
Warren E. Buffett 1996 $100,000 -- $167,300(2)
Chief Executive Officer/ 1995 100,000 -- 224,100(2)
Chairman of the Board 1994 100,000 -- 212,600(2)
Marc D. Hamburg 1996 256,250 -- 7,500(3)
Vice President/Chief 1995 227,500 -- 7,500(3)
Financial Officer 1994 205,000 -- 7,500(3)
Charles T. Munger (1) 1996 100,000 -- 65,000(2)
Vice Chairman of the Board 1995 100,000 -- 93,200(2)
1994 100,000 -- 76,200(2)
</TABLE>
------------------------------
(1) Mr. Munger is compensated by a Berkshire subsidiary.
(2) Represents the value of directors' fees received by Mr. Buffett and
Mr. Munger in cash or deferred phantom equity interests 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
recommends to the Board of Directors the amount of his proposed remuneration and
he sets the remuneration 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 16 years. Factors considered by the Board of Directors and Mr.
Buffett are typically subjective, such as their 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
Warren E. Buffett, Chairman Malcolm G. Chace, III
Susan T. Buffett Charles T. Munger
Howard G. Buffett Walter Scott, Jr.
STOCK PERFORMANCE GRAPH
The following chart compares the subsequent value of $100 invested in
Berkshire Hathaway Inc. common stock on December 31, 1991 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>
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Berkshire Hathaway Inc. $100 $130 $180 $225 $357 $377
S&P 500 Index 100 108 118 120 165 203
S&P 500 Property-Casualty Insurance Index ** 100 117 115 121 163 199
</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 Class A or Class B
Stock. Beneficial ownership of the Corporation's Class A and Class B Stock on
February 28, 1997 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>
PERCENTAGE PERCENTAGE
PERCENTAGE OF AGGREGATE OF AGGREGATE
OF OUTSTANDING VOTING POWER ECONOMIC
SHARES STOCK OF OF CLASS A INTEREST
TITLE OF CLASS BENEFICIALLY RESPECTIVE AND OF CLASS A
NAME OF STOCK OWNED (1) CLASS (1) CLASS B (1) AND CLASS B (1)
---- --------------- --------- ----------- --- ------------ - ------------
<S> <C> <C> <C> <C> <C>
Warren E. Buffett Class A 478,232 (2) 39.7
Class B -- * 39.5 (3) 38.8
Susan T. Buffett Class A 36,982 (2) 3.1
Class B 25 (2) * 3.1 (3) 3.0
Howard G. Buffett Class A 14 *
Class B 18 * * *
Malcolm G. Chace, III Class A 14,209 (4) 1.1
Class B 30 (4) * 1.1 1.1
Marc D. Hamburg Class A -- *
Class B -- * * *
Charles T. Munger Class A 18,790 1.6
Class B -- * 1.6 1.5
Walter Scott, Jr Class A 100 (5) *
Class B -- * * *
Directors and executive
officers as a group Class A 548,327 45.5
Class B 73 * 45.3 44.5
</TABLE>
* less than 0.1%.
(1) Beneficial owners exercise both sole voting and sole investment power
unless otherwise stated. Class A Stock is convertible into thirty
shares of Class B Stock at the option of the shareholder. As a
result, pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of
1934, a shareholder is deemed to have beneficial ownership of the
shares of Class B Stock which such shareholder may acquire upon
conversion of the Class A Stock. In order to avoid overstatement, the
amount of Class B Stock beneficially owned does not take into account
such shares of Class B Stock which may be acquired upon conversion (an
amount which is equal to 30 times the number of shares of Class A
Stock held by a shareholder). The percentage of outstanding Class B
Stock is based on the total number of shares of Class B Stock
outstanding as of March 7, 1997 (815,015 shares) and does not take
into account shares of Class B Stock which may be issued upon
conversion of Class A Stock.
(2) Includes 474,998 shares owned directly and beneficially by Warren E.
Buffett, and 3,234 shares owned by three trusts of which Mr. Buffett
is sole trustee but with respect to which Mr. Buffett disclaims any
beneficial economic interest. Mr. Buffett shares investment and
voting power with respect to 36,982 Class A shares and 25 Class B
shares owned by Susan T. Buffett
(3) Mr. and Mrs. Buffett have entered into a voting agreement with
Berkshire providing that, should the combined voting power of shares
held by Mr. and Mrs. Buffett and the trusts exceed 49.9% of
Berkshire's total voting power, they will vote those shares in excess
of that percentage proportionately with votes of the other Berkshire
shareholders.
5
<PAGE> 8
(4) Includes 477 Class A shares and 30 Class B shares for which Mr. Chace
has sole investment and voting power. Also includes 12,477 Class A
shares held by various trusts of which Mr. Chace is a trustee and
1,255 Class A shares held by an estate for which Mr. Chace is an
executor and for which he has shared investment and voting power.
Excluded are 987 Class A shares in which Mr. Chace has a pecuniary
interest but with respect to which he possesses neither investment
power nor voting power, and also does not include 54 Class A shares
owned by Elizabeth Z. Chace, wife of Mr. Chace.
(5) Does not include 10 Class A shares owned by Suzanne M. Scott, wife of
Walter Scott, Jr.
SECTION 16(a) BENEFICIAL OWNER REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's 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. 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 1996 all
filing requirements applicable to its officers, directors, and greater than
ten-percent beneficial owners were complied with.
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 1996. 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 later in the year.
ANNUAL REPORT
The Annual Report to the Shareholders for 1996 accompanies this proxy
statement, but is not deemed a part of the proxy soliciting material.
A COPY OF THE 1996 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 CLASS A OR CLASS B
STOCK OF THE CORPORATION ON MARCH 7, 1997. EXHIBITS TO THE FORM 10-K WILL BE
MAILED UPON SIMILAR REQUEST AND PAYMENT OF SPECIFIED FEES. THE 1996 FORM 10-K
IS ALSO AVAILABLE THROUGH THE SECURITIES AND EXCHANGE COMMISSION'S WORLD WIDE
WEB SITE (HTTP://WWW.SEC.GOV).
PROPOSALS OF SHAREHOLDERS
Any shareholder proposal intended to be considered for inclusion in the
proxy statement for presentation at the 1998 Annual Meeting must be received by
the Corporation by November 19, 1997. 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
Omaha, Nebraska FORREST N. KRUTTER, Secretary
March 19, 1997
6
<PAGE> 9
BERKSHIRE HATHAWAY INC.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 5, 1997
P THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R The undersigned hereby appoints Marc D. Hamburg
and Walter Scott, Jr., or either of them, as proxies, with power of
O substitution to each proxy and substitute, to vote the Class A Common
Stock (CLA) and Class B Common Stock (CLB) of the undersigned at the
X 1997 Annual Meeting of Shareholders of Berkshire Hathaway Inc. and at
any adjournment thereof, as indicated on the reverse hereof on the
Y proposal for Election of Directors 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.
PLEASE SIGN ON REVERSE SIDE AND MAIL PROMPTLY
IN THE ENCLOSED ENVELOPE
SEE REVERSE
SIDE
===============================================================================
[X] Please mark
votes as in
this example.
<TABLE>
<S> <C>
1. Election of Directors:
NOMINEES: Warren E. Buffett, Charles T. Munger, Susan MARK HERE
T. Buffett, Howard G. Buffett, Malcolm G. FOR ADDRESS [ ]
Chace, III and Walter Scott, Jr. CHANGE AND
NOTE AT LEFT
[ ] FOR [ ] WITHHELD Please sign exactly as your name
ALL FROM ALL appears. If acting as attorney,
NOMINEES NOMINEES executor, trustee or in representative
capacity, sign name and title.
[ ]
___________________________________________________ Signature:___________________________Date ______________
For, except vote withheld from the above nominee(s) Signature:___________________________Date ______________
</TABLE>
