SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date of earliest event reported): November 8, 2000
BENJAMIN MOORE & CO.
(Exact name of Registrant as specified in its charter)
New Jersey 0-8894 13-5256230
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
51 Chestnut Ridge Road, Montvale New Jersey 07645
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 573-9600
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Item 5. Other Events
On November 8, 2000, Benjamin Moore & Co., Inc., a New Jersey
corporation (the "Company") entered into an Agreement and Plan of Merger (the
"Merger Agreement"), by and among Berkshire Hathaway Inc., a Delaware
corporation ("Berkshire"), B Acquisition, Inc., a New Jersey corporation and a
wholly owned subsidiary of Berkshire ("Purchaser"), and the Company.
Pursuant to the Merger Agreement, Purchaser will offer to
purchase, through a cash tender offer, all of the outstanding shares of the
Company's common stock for $37.82 per share. The cash tender will commence no
later than November 17, 2000, and is not subject to any financing condition.
Following the tender offer, subject to the terms of the Merger Agreement,
Purchaser will merge with the Company. In the merger, the Company's shareholders
will receive $37.82 per share in cash for each share of the Company's common
stock. The offer is conditioned upon, among other things, there being tendered
and not withdrawn prior to the expiration date of the offer at least two-thirds
of the outstanding shares of common stock of the Company on a fully-diluted
basis. This condition can be waived by Purchaser under certain circumstances.
The offer will expire twenty business days after it is commenced, but it may be
extended by Purchaser under certain circumstances. The acquisition is subject to
regulatory approval under the Hart-Scott-Rodino Antitrust Improvements Act and
other customary conditions.
The Company's Board of Directors unanimously approved the Merger
Agreement. Certain shareholders of the Company (the "Shareholders"), who own
approximately 18% of the outstanding shares of common stock of the Company, have
agreed, pursuant to a Shareholders Agreement, dated as of November 8, 2000 (the
"Shareholders Agreement"), among Berkshire, Purchaser and the Shareholders, to
tender all their shares and to vote all their shares in favor of the merger and
against any alternative acquisition proposal. In addition, the Shareholders have
granted Purchaser an option with respect to their shares exercisable under
certain conditions.
The foregoing descriptions of the Merger Agreement and the
Shareholders Agreement do not purport to be complete and are qualified in their
entirety by reference to the Merger Agreement and the Shareholders Agreement,
copies of which are attached as Exhibits 2.1 and 2.2, respectively, to this
Current Report on Form 8-K and are incorporated herein by reference. A copy of
the press release announcing the transaction is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
In addition, on November 8, 2000, the Board of Directors of the
Company declared the regular fourth quarter extra dividend of twelve cents
($0.12) per share payable December 4, 2000 to shareholders of record on November
20, 2000.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated November 8, 2000, by and among
Berkshire Hathaway Inc., B Acquisition, Inc. and Benjamin Moore & Co.
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2.2 Shareholders Agreement, dated November 8, 2000, by and among Berkshire
Hathaway Inc., B Acquisition, Inc. and certain shareholders of Benjamin
Moore & Co. signatories thereto.
99.1 Press Release issued by Benjamin Moore & Co. and Berkshire Hathaway Inc.
on November 8, 2000.
99.2 Press Release issued by Benjamin Moore & Co. on November 9, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Benjamin Moore & Co. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
BENJAMIN MOORE & CO.
Date: November 9, 2000 By: /s/ Donald E. Devine
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Name: D. Devine
Title: Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit
No. Description
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2.1 Agreement and Plan of Merger, dated November 8, 2000, by and
among Berkshire Hathaway Inc., B Acquisition, Inc. and Benjamin
Moore & Co.
2.2 Shareholders Agreement, dated November 8, 2000, by and among
Berkshire Hathaway Inc., B Acquisition, Inc. and certain
shareholders of Benjamin Moore & Co. signatories thereto.
99.1 Press Release issued by Benjamin Moore & Co. and Berkshire
Hathaway Inc. on November 8, 2000.
99.2 Press Release issued by Benjamin Moore & Co. on November 9, 2000.
