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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
GENERAL RE CORPORATION
(Name of Issuer)
Common Stock, $0.50 Par Value Per Share
(Title of Class of Securities)
370563108
(CUSIP Number)
Marc D. Hamburg
Berkshire Hathaway Inc.
1440 Kiewit Plaza, Omaha, Nebraska 68131
(402) 346-1400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 19, 1998
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Berkshire Hathaway Inc., 04-2254452
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC (See Item 3 of this Schedule 13D)
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware Corporation
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
0
8 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
Option to acquire up to 15,000,000 shares
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9 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
0
10 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
Option to acquire up to 15,000,000 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Option to acquire up to 15,000,000 shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 19.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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SCHEDULE 13D
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Warren E. Buffett
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
0
8 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
Option to acquire up to 15,000,000 shares
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9 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
0
10 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
Option to acquire up to 15,000,000 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Option to acquire up to 15,000,000 shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 19.6%
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to shares of common stock, $0.50 par value per
share ("Common Stock"), of General Re Corporation, a Delaware corporation (the
"Issuer"). The Issuer's principal executive offices are located at 659 East
Main Street, Stamford, Connecticut 06904.
ITEM 2. IDENTITY AND BACKGROUND
(A)-(B)
This statement is filed by:
Berkshire Hathaway Inc. (a Delaware Corporation), 1440 Kiewit Plaza,
Omaha, Nebraska 68131; and
Warren E. Buffett (an individual and United States citizen), 1440
Kiewit Plaza, Omaha, Nebraska 68131.
The executive officers of Berkshire Hathaway Inc. are as follows:
Chairman of the Board and Warren E. Buffett
Chief Executive Officer
Vice Chairman of the Board Charles T. Munger
Vice President and Marc D. Hamburg
Chief Financial Officer
The directors of Berkshire Hathaway Inc. are as follows:
Warren E. Buffett, Chairman
Charles T. Munger, Vice Chairman
Howard G. Buffett
Susan T. Buffett
Malcolm G. Chace
Ronald L. Olson
Walter Scott, Jr.
The business addresses of the executive officers and the directors of
Berkshire Hathaway Inc. and of Warren E. Buffett are as follows:
Howard G. Buffett, 1004 East Illinois Street, Assumption, Illinois
62510
Susan T. Buffett, 1440 Kiewit Plaza, Omaha, Nebraska 68131
Warren E. Buffett, 1440 Kiewit Plaza, Omaha, Nebraska 68131
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Malcolm G. Chace, 731 Hospital Trust Building, Providence, Rhode
Island 02903
Marc D. Hamburg, 1440 Kiewit Plaza, Omaha, Nebraska 68131
Charles T. Munger, 355 South Grand Avenue, Los Angeles, California
90071
Ronald L. Olson, 355 South Grand Avenue, Los Angeles, California
90071
Walter Scott, Jr., 1000 Kiewit Plaza, Omaha, Nebraska 68131
(C) Berkshire Hathaway Inc. ("Berkshire") is a holding company owning
subsidiaries engaged in a number of diverse business activities, the
most important of which is the property and casualty insurance and
reinsurance business. Berkshire also publishes a daily and Sunday
newspaper in Buffalo, New York. Other business activities conducted
by Berkshire's subsidiaries include training services to operators of
aircraft and ships; manufacture and marketing of home cleaning systems
and related accessories; manufacture and sale of boxed chocolates and
other confectionery products; licensing and servicing of approximately
5,800 Dairy Queen stores, which feature hamburgers, hot dogs, various
dairy desserts, and beverages; and manufacture, import, and
distribution of footwear.
The present principal occupation of Warren E. Buffett is Chairman of
the Board and Chief Executive Officer of Berkshire Hathaway Inc.
The present principal occupations of the executive officers and
directors of Berkshire Hathaway Inc. are as follows:
Warren E. Buffett is Chairman of the Board and Chief Executive
Officer of Berkshire Hathaway Inc.
Charles T. Munger is Vice Chairman of the Board of Berkshire
Hathaway Inc., and Chairman of the Board and Chief Executive
Officer of Wesco Financial Corporation (an 80.1% subsidiary of
Berkshire Hathaway Inc.).
Susan T. Buffett is a private investor.
Howard G. Buffett is Chairman of the Board of The GSI Group, a
company primarily engaged in the manufacture of agricultural
equipment.
Malcolm G. Chace is Chairman of the Board of BankRI, a community
bank located in Rhode Island.
Marc D. Hamburg is Vice President and Chief Financial Officer of
Berkshire Hathaway Inc.
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Ronald L. Olson is a partner of the law firm of Munger, Tolles &
Olson LLP.
Walter Scott, Jr., is Chairman of the Board and Chief Executive
Officer of Peter Kiewit Sons', Inc., a company engaged worldwide
in construction, mining, energy, and telecommunications.
(D) Neither of the persons filing this Schedule 13D, nor, to their best
knowledge, any of the other executive officers or directors of
Berkshire, have been convicted, during the last five years, in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(E) Neither of the persons filing this Schedule 13D, nor, to their best
knowledge, any of the other executive officers or directors of
Berkshire, have, during the last five years, been party to a civil
proceeding resulting in a judgment, decree, or final order relating to
any violation of federal or state securities laws.
(F) Every natural person identified in Item 2 of this Schedule 13D is a
United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On June, 19, 1998, Berkshire and the Issuer entered into an Agreement
and Plan of Mergers ("Merger Agreement"), pursuant to which the two companies
intend to combine their respective businesses. In conjunction therewith,
Berkshire and the Issuer also entered into a stock option agreement ("Stock
Option Agreement"), pursuant to which the Issuer granted Berkshire an option
("Option") to purchase up to 15,000,000 shares of Common Stock at $283.71 per
share (subject to certain antidilution adjustments), exercisable upon the
occurrence of certain events. Berkshire will use internally generated funds to
pay the exercise price if Berkshire exercises the Option.
ITEM 4. PURPOSE OF TRANSACTION
Berkshire acquired the Option in connection with, and as a condition
to Berkshire's execution of, the Merger Agreement. Subject to the approval of
Berkshire's and Issuer's stockholders and the occurrence of certain conditions,
the Merger Agreement contemplates that each of Berkshire and Issuer will merge
with separate subsidiaries of a newly formed holding company (the "Mergers"), as
a result of which holders of common stock of each of Berkshire and Issuer will
receive shares of holding company common stock in exchange for their Berkshire
and Issuer common stock, respectively. In addition, among other things, the
Mergers will result in a change in the present board of directors of Issuer
following the consummation of the Mergers, the delisting of Issuer's common
stock from the New York Stock Exchange and the registration of the Issuer's
common stock being terminated pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934.
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The Option will permit Berkshire to acquire up to 15,000,000 shares of
Common Stock (not to exceed 19.9% of the outstanding Common Stock of Issuer)
upon the occurrence of certain events described in the Stock Option Agreement,
including the acquisition by a third party of beneficial ownership of 20% of the
outstanding Common Stock of the Issuer, the termination of the Merger Agreement
by the Issuer in order to enter into an agreement for certain transactions with
a third party, and the acquisition of the Issuer by a third party within 18
months of the termination of the Merger Agreement by Berkshire for certain
reasons. Notwithstanding any other provision of the Stock Option Agreement,
Berkshire's "Total Profit" (as defined in the Stock Option Agreement) on the
Option, when combined with the cash payment of $400 million payable by Issuer to
Berkshire pursuant to the Merger Agreement under certain circumstances, may not
in any event exceed $600 million.
The Stock Option Agreement also provides that, if the Option is
exercisable, Berkshire may elect, in lieu of exercising the Option, to receive a
cash payment equal to the "Spread" (as defined in the Stock Option Agreement).
The Stock Option Agreement provides for the resale of shares of Common Stock
acquired by Berkshire to the Issuer at Berkshire's or, under certain
circumstances, the Issuer's option, 18 months after the termination of the
Merger Agreement.
The Merger Agreement and the Stock Option Agreement are exhibits to
this Schedule, and are incorporated herein by reference. The descriptions
herein of such documents are qualified in their entirety by reference to such
documents.
Berkshire has no present plans to acquire shares of Common Stock,
except as contemplated by the Merger Agreement and the Stock Option Agreement.
However, Berkshire could decide to acquire additional shares, depending upon
price, market conditions, availability of funds, evaluation of alternative
investments, legal constraints, and other factors, and there are no provisions
in the Merger Agreement or the Stock Option Agreement that prohibit Berkshire
from acquiring additional shares of Common Stock. Similarly, while Berkshire
has no present plans to dispose of the shares acquired through exercise of the
Option should it become exercisable, Berkshire could decide to sell any or all
of such shares, depending upon price, market conditions, availability of funds,
evaluation of alternate investments, legal constraints, and other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(A) Berkshire holds, pursuant to the Stock Option Agreement, the right to
acquire, from the Issuer, up to 15,000,000 shares of the Common Stock
of the Issuer, representing approximately 19.6% of the outstanding
shares of Common Stock of the Issuer (based upon 76,510,211
outstanding shares of Common Stock as reported by the Issuer's
Quarterly Report on Form 10-Q for the Quarter Ended March 31, 1998).
Warren E. Buffett, Chairman of the Board of Berkshire, may be deemed
to control Berkshire. Both Berkshire and Mr. Buffett thus may be
considered to have beneficial ownership of the up to
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15,000,000 shares of the Common Stock that Berkshire may acquire from
the Issuer pursuant to the Stock Option Agreement.
(B) Because Warren E. Buffett directs the voting and investment of
Berkshire, both Berkshire and Mr. Buffett share voting power and
investment power with respect to any shares of the Issuer acquired by
Berkshire through exercise of the Option.
(C) The sole transaction in the Common Stock effected by the filing
persons during the past 60 days are by virtue of the execution of the
Merger Agreement and the Stock Option Agreement as described in
response to Item 4 above.
(D) Not applicable.
(E) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Merger Agreement and the Stock Option Agreement, which are
exhibits to this schedule, are incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Merger Agreement, dated June 19, 1998, between Berkshire and the
Issuer (incorporated by reference to Exhibit 2 to the Current
Report on Form 8-K filed by Berkshire on June 26, 1998).
2. Stock Option Agreement, dated June 19, 1998, between Berkshire
and the Issuer (incorporated by reference to Exhibit 99.1 to the
Current Report on Form 8-K filed by Berkshire on June 26, 1998).
3. Agreement regarding filing of joint statements.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each,
the undersigned hereby certify that the information set forth in this statement
is true, complete and correct.
Dated this 26th day of June, 1998.
BERKSHIRE HATHAWAY INC. WARREN E. BUFFETT
By: /s/ Warren E. Buffett /s/ Warren E. Buffett
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Warren E. Buffett
Chairman of the Board
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EXHIBIT 3
AGREEMENT
The undersigned persons hereby agree that reports on Schedule 13D, and
amendments thereto, may be filed in a single statement on behalf of all such
persons.
Dated: June 26, 1998
/s/ Warren E. Buffett
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Warren E. Buffett
BERKSHIRE HATHAWAY INC.
By: /s/ Warren E. Buffett
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Warren E. Buffett
Chairman of the Board
