<PAGE>
As filed with the Securities and Exchange Commission on December 16, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
NBH, INC.
and
BERKSHIRE HATHAWAY INC.
(See Explanatory Note immediately following this facing page)
(Exact name of Registrants as specified in their charters)
------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 6719 04-2254452
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
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)
_____________________
COPY TO:
R. GREGORY MORGAN, ESQ.
JUDITH T. KITANO, ESQ.
MUNGER, TOLLES & OLSON LLP
355 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071
(213) 683-9100
______________________
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective and the
effective time of the proposed mergers described in the Joint Proxy
Statement/Prospectus filed with the Registration Statement on Form S-4 (No. 33-
61129) which is incorporated by reference in this Registration Statement.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
general instruction G, check the following box:
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] 33-61129
--------
If this form is a post-effective amendment filed pursuant to Rule 462(d) 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 [_] __________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Amount to be Proposed Maximum Proposed Maximum Amount of
Class of Securities to be Registered Registered(1) Offering Price Per Aggregate Offering Registration
Unit Price Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value $5.00
per share
--- Not Applicable $54,579,026 (2) $15,176
Class B Common Stock, par value
$.1667 per share
=========================================================================================================================
</TABLE>
(1) Consistent with Rule 457(o), this information is not required.
(2) Estimated solely for the purpose of calculating the registration fee
required under Section 6(b) of the Securities Act of 1933, as amended (the
"Securities Act"), and calculated pursuant to Rules 457(f)(1) and 457(c)
under the Securities Act based upon the average high and low prices for a
share of General Re Common Stock on the New York Stock Exchange on December
11, 1998 multiplied by 259,863, the maximum number of additional shares of
General Re Common Stock which may be converted into shares of Class A
Common Stock or Class B Common Stock in the Mergers.
The securities registered by this Registration Statement will be securities
of either NBH, Inc. or Berkshire Hathaway Inc. See Explanatory Note.
================================================================================
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-4 (the "Registration Statement")
relates to a business combination to be effected pursuant to an Agreement and
Plan of Mergers dated June 19, 1998 between Berkshire and General Re (the
"Merger Agreement"). The Merger Agreement provides for a form of combination in
which Berkshire and General Re will each become a wholly owned subsidiary of
NBH, Inc., a new holding company. NBH, Inc. will then take the name "Berkshire
Hathaway Inc." (referred to in this Registration Statement as "New Berkshire").
The Merger Agreement also provides that, under certain conditions, the business
combination may be restructured (the "Alternative Transaction"). In the
Alternative Transaction, General Re will merge with, and become, a wholly owned
subsidiary of Berkshire itself, rather than of New Berkshire, and Berkshire
itself will remain the ultimate parent company. Therefore, this Registration
Statement constitutes the Registration Statement of New Berkshire or, if the
Alternative Transaction occurs, of Berkshire. Berkshire and New Berkshire are
both referred to as the "Registrants."
STATEMENT OF INCORPORATION BY REFERENCE
In accordance with General Instruction K to Form S-4 and because the
Registration Statement registers additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, the contents of the
Registration Statement on Form S-4 (File No. 33-61129), as amended by Amendment
No. 1 to such Registration Statement, filed by Berkshire Hathaway Inc., a
Delaware corporation, and NBH, Inc., a Delaware corporation, with respect to the
same classes of securities being registered hereby, are incorporated by
reference into this Registration Statement.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANTS
CERTIFY THAT THEY HAVE REASONABLE GROUNDS TO BELIEVE THAT THEY MEET ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-4 AND HAVE DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON THEIR BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF OMAHA, STATE OF NEBRASKA, ON DECEMBER 16, 1998.
BERKSHIRE HATHAWAY INC. NBH, INC.
By /s/ Marc D. Hamburg By /s/ Marc D. Hamburg
--------------------------------------- ----------------------------------
Marc D. Hamburg Marc D. Hamburg
Vice President and Chief Financial Vice President and Chief
Officer 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 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 Director December 16, 1998
- ---------------------------- (principal executive officer) of
Warren E. Buffett Berkshire Hathaway Inc. and of NBH, Inc.
/s/ Marc D. Hamburg Vice President and Chief Financial December 16, 1998
- ---------------------------- Officer (principal financial officer) of
Marc D. Hamburg Berkshire Hathaway Inc. and of NBH, Inc.
/s/ Daniel J. Jaksich Controller (principal accounting officer) December 16, 1998
- ---------------------------- of Berkshire Hathaway Inc. and of NBH,
Daniel J. Jaksich Inc.
/s/ Charles T. Munger Vice-Chairman of the Board and Director December 16, 1998
- ---------------------------- of Berkshire Hathaway Inc. and of NBH,
Charles T. Munger Inc.
/s/ Susan T. Buffett Director of Berkshire Hathaway Inc. and December 16, 1998
- ---------------------------- of NBH, Inc.
Susan T. Buffett
/s/ Malcom G. Chace Director of Berkshire Hathaway Inc. and December 16, 1998
- ---------------------------- of NBH, Inc.
Malcolm G. Chace
/s/ Walter Scott, Jr. Director of Berkshire Hathaway Inc. and December 16, 1998
- ---------------------------- of NBH, Inc.
Walter Scott, Jr.
/s/ Howard G. Buffett Director of Berkshire Hathaway Inc. and December 16, 1998
- ---------------------------- of NBH, Inc.
Howard G. Buffett
/s/ Ronald L. Olson Director of Berkshire Hathaway Inc. and December 16, 1998
- ---------------------------- of NBH, Inc.
Ronald L. Olson
</TABLE>
<PAGE>
EXHIBIT INDEX
- -------------
NUMBER EXHIBIT
- ------ -------
5 Opinion of Munger, Tolles & Olson LLP, regarding the validity of
securities offered hereby
8.1 Opinion of Munger, Tolles & Olson LLP, regarding certain tax matters
8.2 Opinion of Wachtell, Lipton, Rosen & Katz, regarding certain tax matters
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Munger, Tolles & Olson LLP (included in Exhibits 5 and 8.1)
23.4 Consent of Wachtell, Lipton, Rose & Katz (included in Exhibit 8.2)
23.5 Consent of Ronald E. Ferguson
<PAGE>
EXHIBIT 5
[LETTERHEAD OF MUNGER, TOLLES & OLSON LLP]
December 15, 1998
Berkshire Hathaway Inc.
NBH, Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Dear Sir or Madam:
We have acted as counsel to Berkshire Hathaway Inc., a Delaware corporation
("Berkshire") and NBH, Inc., a Delaware corporation ("NBH" and, together with
Berkshire, the "Registrants"), in connection with the preparation of the
Registration Statement (No. 33-61129) on Form S-4 (the "Prior Registration
Statement") which the Registrants have filed with, and which has been declared
effective by, the Securities and Exchange Commission (the "Commission"). We
have also acted as counsel to the Registrants in connection with the preparation
of their Registration Statement on Form S-4 being filed pursuant to Rule
462(b)(the "Rule 462(b) Registration Statement") covering additional securities
of the same classes that were included in the Prior Registration Statement.
The Rule 462(b) Registration Statement relates to the proposed issuance and
sale of shares of Class A Common Stock, par value $5.00 per share (the "Class A
Stock"), and shares of Class B Common Stock, par value $.1667 per share (the
"Class B Stock") by either (i) NBH in connection with the proposed mergers (the
"Mergers") of Berkshire with Wyllis Merger Sub Inc., a Delaware corporation and
wholly-owned subsidiary of NBH, and of General Re Corporation, a Delaware
corporation ("General Re"), with Steven Merger Sub Inc., a Delaware corporation
and wholly owned subsidiary of NBH, pursuant to that certain Agreement and Plan
of Mergers, dated as of June 19, 1998 (the "Merger Agreement"), by and between
Berkshire and General Re, or, alternatively, (ii) Berkshire, in connection with
a merger of General Re with a subsidiary of Berkshire, whereby Berkshire will
remain the ultimate parent company (the "Alternative Transaction"). The
Alternative Transaction and the Class A Stock and Class B Stock of Berkshire and
NBH are described in the Joint Proxy Statement/Prospectus included in the Prior
Registration Statement and incorporated by reference into the Rule 462(b)
Registration Statement.
We have examined and are familiar with originals or copies of such
documents, corporate records, and other instruments as we have deemed necessary
or appropriate in connection with this
<PAGE>
opinion, including, without limitation, (i) the 462(b) Registration Statement,
(ii) the Prior Registration Statement, (iii) the Merger Agreement, (iv) the
Restated Certificate of Incorporation of Berkshire and the Restated Certificate
of Incorporation of NBH, (v) the By-Laws of Berkshire and the By-Laws of NBH,
and (vi) resolutions adopted to the date hereof by the Boards of Directors of
the Registrants relating to, among other things, the Registration Statements,
the Merger Agreement, and the Mergers. This opinion is delivered in accordance
with the requirement of Item 601(b)(5) of Regulation S-K under the Securities
Act of 1933, as amended (the "Securities Act").
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed, or photocopies, and the
authenticity of the originals of such latter documents. As to any facts
material to the opinions expressed herein, other than those assumed, we have
relied without independent verification upon the documents referred to above,
the accuracy of factual matters contained therein, and oral or written
statements and representations of officers and other representatives of the
Registrants and others, including public officials.
We are members of the Bar of the State of California. This opinion is
limited to the laws of the State of California, the General Corporation Law of
the State of Delaware, and the laws of the United States. We do not express any
opinion as to the laws of any other jurisdiction or as to any other laws of the
State of Delaware.
We have assumed the due authorization, execution, and delivery by or on
behalf of each of the parties thereto of the securities and documents referred
to above, other than the Registrants, and that (a) the Mergers or the
Alternative Transaction will occur and be conducted in accordance with the
terms, conditions, covenants, and other provisions of the Merger Agreement as
described in the Prior Registration Statement, (b) all applicable provisions of
the Securities Act of 1993, as amended, and such state "blue sky" or other
securities laws as may be applicable have been or shall duly be complied with,
and (c) the 462(b) Registration Statement, as it may be finally amended, shall
become effective under the Securities Act.
Based upon the foregoing, we of the opinion that the shares of NBH or
Berkshire Class A Stock and Class B Stock, as the case may be, when issued to
the stockholders of General Re and/or Berkshire in accordance with the
provisions of the Merger Agreement, will be legally issued, fully paid, and
nonassessable shares of Class A Stock or Class B Stock, as the case may be.
We consent to the filing of this opinion as an exhibit to the 462(b)
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Joint Proxy Statement/Prospectus which was filed with the
Prior Registration Statement and which is incorporated by reference into the
Rule 462(b) Registration Statement. In giving such 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 or regulations of the Commission
promulgated thereunder.
Very truly yours,
/s/ Munger, Tolles & Olson LLP
----------------------------------------
Munger, Tolles & Olson LLP
<PAGE>
EXHIBIT 8.1
[LETTERHEAD OF MUNGER, TOLLES & OLSON LLP]
December 15, 1998
Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Re: Combination of Berkshire Hathaway Inc. and General Re Corporation
-----------------------------------------------------------------
Ladies and Gentlemen:
In accordance with your request, we provide the following analysis and
opinion relating to certain federal income tax consequences of the transactions
(the "Transactions") whereby Berkshire Hathaway Inc. ("Berkshire") and General
Re Corporation ("General") will combine their businesses pursuant to the terms
and conditions set forth in that certain Agreement and Plan of Mergers dated as
of June 19, 1998 (the "Agreement"). Terms used herein but not defined herein
have the same meaning as in the Agreement.
In furtherance of the Transactions, Berkshire has formed a Delaware
corporation ("Holding Company"), which in turn has formed two wholly-owned
Delaware subsidiaries ("Merger Sub A" and "Merger Sub B") for the sole purpose
of effectuating the mergers described below. In addition, pursuant to the
Agreement, Berkshire has issued to General shares of a new class of non-voting,
non-participating cumulative preferred stock of Berkshire, and General has
issued to Berkshire shares of a new class of non-voting, non-participating
cumulative preferred stock of General. Those shares of preferred stock of
Berkshire and General were sold to National Union Fire Insurance Company of
Pittsburgh, Pennsylvania, a subsidiary of American International Group, Inc., on
November 6, 1998.
If Berkshire and General are required under the Agreement to proceed with
the Transactions, and no Partial Cash Election has been made or can properly be
deemed to have been made by Berkshire, Merger Sub A will merge with and into
Berkshire and Merger Sub B will merge with and into General, in each case in
accordance with the Delaware General Corporation Law, with the result that
Holding Company will acquire through mergers, upon the terms and subject to the
conditions set forth in the Agreement, each share of General Common Stock issued
and outstanding immediately prior to the Effective Time and each share of
Berkshire Common Stock issued and outstanding immediately prior to the Effective
Time. Subject to the provisions of the Agreement, as a result of the Berkshire
Merger, each outstanding and issued share of Berkshire Common Stock shall be
converted into a share of a comparable class of Holding Company Common Stock
and, as a result of the General Merger, each outstanding and issued share of
General Common Stock shall be converted into either the right to receive 0.0035
of a share of Holding Company Class A Common Stock or 0.105 of a share of
Holding Company Class
<PAGE>
B Common Stock, as determined in accordance with the election procedures set
forth in the Agreement.
If Berkshire and General are required under the Agreement to proceed with
the Transactions, and Berkshire is permitted to and does in fact make, or is
deemed to have made, a Partial Cash Election, then in lieu of the transaction
described in the immediately preceding paragraph, the Berkshire Merger shall not
be consummated, Berkshire shall take any action required so that Merger Sub B is
a direct subsidiary of a direct subsidiary of Berkshire, Merger Sub B shall
merge with and into General pursuant to the Delaware General Corporation Law,
and the Merger Consideration shall consist of a combination of Berkshire Common
Shares and cash based on the formula, and pursuant to the election procedure,
set forth in the Agreement.
No fractional shares of Holding Company Common Stock shall be issued in the
Transactions, but instead fractional shares shall be converted to cash under a
formula in the Agreement.
Our analysis and the opinion set forth herein are based upon the facts and
terms as set forth in the Agreement and in the combined Proxy Statement of
Berkshire and General relating to the Transactions (the "Joint Proxy
Statement/Prospectus"), including in each case the exhibits thereto. Our
opinion is also based on certain representations in the Agreement, and certain
written representations to us from officers of Berkshire and General in
certificates of even date herewith. The facts and terms contained in the above-
referenced documents are incorporated herein by reference as the operative facts
and terms underlying the tax opinion set forth herein. We have assumed that any
representation or statement made "to the best knowledge" or similarly qualified
is correct without such qualification. As to all matters with respect to which
a person or entity making a representation referred to above has represented
that such person or entity either is not a party to, or does not have, or is not
aware of, any plan or intention, understanding or agreement, we have assumed
that there is in fact no such plan, intention, understanding, or agreement. One
of our key assumptions for purposes of this opinion is that the facts and
representations set forth in the above-referenced documents are true, complete,
correct and accurate on the date of this analysis and remain so to the Effective
Time. Any change or inaccuracy in such facts, representations or assumptions
may adversely affect our opinion. Additionally, our ability to give the opinion
set forth herein at the Effective Time is expressly conditioned upon our
receipt, as of the Effective Time, of certificates, in form and substance
reasonably satisfactory to us, comparable to those referred to in the second
sentence of this paragraph.
In rendering this opinion, we have examined such documents, laws,
regulations and other legal matters as we have considered necessary or
appropriate for purposes of the opinion expressed herein. We have not made any
independent investigation in rendering this opinion other than as described
herein.
Our opinion is based upon the Internal Revenue Code of 1986, as amended as
of the date hereof (the "Code"), and currently applicable Treasury Regulations
promulgated under the Code, published administrative positions of the Internal
Revenue Service (the "IRS") in revenue rulings and revenue procedures, and
judicial decisions. Such legal authorities are all subject to change, either
prospectively or retroactively, and it is possible that changes in such legal
authorities may occur between the date hereof and the Effective Time. No
assurance can be provided as to the effect of any such change upon our opinion.
The opinion set forth herein has no binding effect on the IRS or the
courts. No assurance can be given that, if contested, a court would agree with
the opinion set forth herein. The opinion set forth herein represents rather
our best legal judgment as to the likely outcome of the issues addressed herein
if such issues were litigated.
On June 29, 1998, Berkshire and General filed a joint private letter ruling
request with the IRS requesting certain rulings relating to the Transactions and
in delivering our opinion we assume
<PAGE>
that the facts and representations set forth in such request and any
supplemental submissions are true, complete and correct. No assurance can be
given that the rulings, or any of them, will be issued. In addition to the other
assumptions set forth herein, in delivering our opinion (1) set forth below we
assume that (i) Berkshire shall have received the rulings required under the
Agreement or rulings that we deem to express substantially the principles
underlying such required rulings, (ii) such rulings will not be revoked, and
(iii) at the Effective Time, the stockholders of Berkshire and General will not
be subject to one or more binding commitments to transfer their Holding Company
Common Stock received in the Transactions that would cause such stockholders to
fail to be in control of Holding Company immediately after the Transactions
within the meaning of Section 351(a) of the Code.
In the case of transactions as complex as the Transactions, many federal,
state and local income and other tax consequences arise. We have been asked
only to address the issues specifically set forth below. No opinion is
expressed regarding any other issues.
This opinion is being delivered to you for use in connection with the
Registration Statement on Form S-4 referenced in the final paragraph of this
opinion and may not be relied upon by any other person without our prior written
consent.
Subject to the foregoing, it is our opinion that, at the Effective Time:
(1) if Berkshire and General are required under the Agreement to proceed
with the Transactions, and no Partial Cash Election has been made or can
properly be deemed to have been made by Berkshire, the Berkshire Merger
will be treated as a transfer of property to Holding Company by the holders
of Berkshire Common Stock governed by Section 351(a) or Section 351(b) of
the Code; and
(2) if Berkshire and General are required under the Agreement to proceed
with the Transactions, and Berkshire is permitted to and does in fact make,
or is deemed to have made, a Partial Cash Election, the Transactions will
not qualify as a reorganization within the meaning of Section 368 of the
Code, the Merger Consideration will be taxable to the stockholders of
General, and the Transactions will not be a taxable transaction to either
Berkshire or its stockholders.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement on Form S-4
filed by Berkshire and Holding Company pursuant to Rule 462(b) under the
Securities Act of 1933 relating to the Transactions and to the reference to us
under the caption "The Transactions -- Federal Income Tax Considerations" in the
Joint Proxy Statement/Prospectus incorporated by reference into such
Registration Statement. 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 of 1933.
Very truly yours,
/s/ Munger, Tolles & Olson LLP
----------------------------------------
Munger, Tolles & Olson LLP
<PAGE>
EXHIBIT 8.2
[LETTERHEAD OF WACHTELL LIPTON ROSEN KATZ]
December 15, 1998
General Re Corporation
695 East Main Street
Stamford, CT 06904-2351
Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Ladies/Gentlemen:
We have acted as special counsel to General Re Corporation, a Delaware
corporation ("General Re"), in connection with a series of transactions (the
----------
"Transactions") in which Berkshire Hathaway Inc., a Delaware corporation
- -------------
("Berkshire") and General Re will combine their businesses pursuant to the
- -----------
Agreement and Plan of Mergers (the "Agreement") dated as of June 19, 1998, by
---------
and between Berkshire and General Re. At your request and in connection with
the filing of the Registration Statement on Form S-4 filed by Berkshire and New
Berkshire pursuant to Rule 462(b) of the Securities Act of 1933 (the
"Registration Statement"), we are rendering our opinion pursuant to Item
- -----------------------
601(b)(8) of Regulation S-K. Any capitalized term used and not defined herein
has the meaning given to it in the joint proxy statement/prospectus of Berkshire
and General Re (the "Joint Proxy Statement/Prospectus") or the appendices
--------------------------------
thereto (including the Agreement), included as part of the Registration
Statement on Form S-4 filed with the Securities and Exchange Commission in
connection with the Transactions (the "Prior Registration Statement").
----------------------------
In furtherance of the Transactions, Berkshire has formed NBH, Inc., a
Delaware corporation ("New Berkshire"), which in turn has formed two wholly
-------------
owned Delaware subsidiaries ("Merger Sub A" and "Merger Sub B") for the sole
------------ ------------
purpose of effectuating the Transactions. In addition, pursuant to the
Agreement, Berkshire has issued to General Re shares of a new class of
nonvoting, non-participating cumulative preferred stock of Berkshire, and
General Re has issued to Berkshire shares of a new class of nonvoting, non-
participating cumulative preferred stock of General Re. Those shares of
preferred stock of Berkshire and General Re were sold to National Union Fire
Insurance Company of Pittsburgh, Pennsylvania, a subsidiary of American
International Group, Inc., on November 6, 1998.
For purposes of the opinion set forth below, we have relied, with the
consent of Berkshire and the consent of General Re, upon the accuracy and
completeness of the statements and representations (which statements and
representations we have neither investigated nor verified) contained,
respectively, in the certificates of the officers of Berkshire and General Re
dated the date hereof, and have assumed that such statements and representations
will be complete and accurate as of the Effective Time and that all
representations made to the knowledge of any person or entity or with similar
qualification are and will be true and correct as if made without such
qualification. We have also relied upon the accuracy of the Registration
Statement, the Prior Registration Statement, the Joint Proxy
Statement/Prospectus, and the joint request for a private
<PAGE>
letter ruling filed by Berkshire and General Re with the Internal Revenue
Service on June 29, 1998 (and related supplemental submissions), requesting
certain rulings relating to the Transactions.
We have also assumed that: (i) the transactions contemplated by the
Agreement will be consummated in accordance therewith and as described in the
Joint Proxy Statement/ Prospectus (and no transaction or condition found therein
and material to this opinion will be waived by any party); (ii) the Mergers and
the Alternative General Re Merger, as the case may be, will qualify as statutory
mergers under the applicable laws of the State of Delaware; and (iii) the
Transactions will be reported by New Berkshire, Berkshire and General Re on
their respective federal income tax returns in a manner consistent with the
opinions set forth below.
In addition to the other assumptions set forth herein, in delivering our
opinion (1) set forth below we assume that: (i) Berkshire shall have received
the rulings upon which Berkshire's obligations to consummate the Transactions
are conditioned if there has been no Partial Cash Election or rulings we deem to
express substantially the principles underlying such rulings, (ii) such rulings
will not be revoked, and (iii) at the Effective Time, the stockholders of
Berkshire and General Re will not be subject to one or more binding commitments
to transfer their New Berkshire Common Stock received in the Transactions that
would cause such stockholders to fail to be in control of New Berkshire
immediately after the Transactions within the meaning of Section 351(a) of the
Code.
Based upon and subject to the foregoing, it is our opinion, under currently
applicable United States federal income tax law, that, at the Effective Time:
(1) if Berkshire and General Re are required under the Agreement to proceed
with the Transactions, and no Partial Cash Election has been made or can
properly be deemed to have been made by Berkshire, the General Re Merger will be
treated as a transfer of property to New Berkshire by the holders of General Re
Common Stock governed by Section 351(a) or Section 351(b) of the Code; and
(2) if Berkshire and General Re are required under the Agreement to proceed
with the Transactions, and Berkshire is permitted to make and does in fact make,
or is deemed to have made, a Partial Cash Election, the Transactions will not
qualify as a reorganization within the meaning of Section 368 of the Code, the
Merger Consideration will be taxable to the stockholders of General Re, and the
Transactions will not be a taxable transaction to either Berkshire or its
stockholders.
This opinion relates solely to certain federal income tax consequences of
the Merger and no opinion is expressed as to the tax consequences under any
foreign, state or local tax law. No assurance can be given that any of the
Rulings will be issued in the form requested.
We are furnishing this opinion to you solely in connection with the
Registration Statement and this opinion is not to be relied upon, circulated,
quoted or otherwise referred to for any other purpose.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement, and to the
reference to us under the caption "THE TRANSACTIONS-Federal Income Tax
Considerations" in the Joint Proxy Statement/Prospectus, which is incorporated
by reference into the Registration Statement. 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 of 1933, as amended.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
----------------------------------------
Wachtell, Lipton, Rosen & Katz
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Berkshire Hathaway Inc. and NBH, Inc. on Form S-4 filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, relating to their
Registration Statement on Form S-4 (No. 33-61129), of our report on schedules
dated March 6, 1998 appearing in the Annual Report on Form 10-K of Berkshire
Hathaway Inc. for the year ended December 31, 1997, and to the reference to us
under the heading "Experts" in the Joint Proxy Statement/Prospectus which is
incorporated into this Registration Statement.
/s/ Deloitte & Touche LLP
-------------------------------------
Deloitte & Touche LLP
Omaha, Nebraska
December 15, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Berkshire Hathaway Inc. and NBH, Inc. on Form S-4 filed pursuant to Rule
462(b) under the Securities Act of 1933 relating to their registration
Statement on Form S-4 (No. 33-61129), of our report dated January 30, 1998, on
our audits of the consolidated financial statements and financial statement
schedules of General Re Corporation and subsidiaries as of December 31, 1997
and 1996, and the consolidated results of their operations and cash flows for
each of the three years in the period ended December 31, 1997. We also
consent to the reference to us under the heading "Experts" in the Joint Proxy
Statement/Prospectus which is incorporated into this Registration Statement.
/s/ PricewaterhouseCoopers LLP
-------------------------------------
PricewaterhouseCoopers LLP
New York, New York
December 15, 1998
<PAGE>
EXHIBIT 23.5
CONSENT
Pursuant to Rule 438 promulgated by the Securities and Exchange Commission,
the undersigned hereby consents to being named as a person about to become a
director of NBH, Inc. or Berkshire Hathaway in their Registration Statement on
Form S-4 filed pursuant to Rule 462(b) of the Securities Act of 1933, as
amended, and related Joint Proxy Statement/Prospectus relating to the proposed
business combination with General Re Corporation incorporated by reference
therein.
Dated: December 14, 1998
/s/ Ronald E. Ferguson
-------------------------------
Ronald E. Ferguson
