<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
BENJAMIN MOORE & CO.
(Name of Subject Company (Issuer))
B ACQUISITION, INC. (OFFEROR)
BERKSHIRE HATHAWAY INC. (OFFEROR PARENT)
(Names of Filing Persons (identifying status as offeror, issuer or other
person))
COMMON STOCK, PAR VALUE $3.33 1/3 PER SHARE
(Title of Class of Securities)
615649100
(CUSIP Number of Class of Securities)
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MARC D. HAMBURG
VICE PRESIDENT
BERKSHIRE HATHAWAY INC.
1440 KIEWIT PLAZA
OMAHA, NE 68131
TELEPHONE: (402) 346-1400
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
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COPY TO:
ROBERT E. DENHAM, ESQ.
MUNGER, TOLLES & OLSON LLP
355 SOUTH GRAND AVENUE
LOS ANGELES, CA 90071
TELEPHONE: (213) 683-9100
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$1,005,511,727 $201,102
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* Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of a total of (i) 26,469,381 shares of the
outstanding Common Stock, par value $3.33 1/3 per share, of the Subject
Company ("Subject Company Common Stock") as of November 8, 2000, (ii)
1,288,906 shares of Subject Company Common Stock issuable upon exercise of
options on Subject Company Common Stock outstanding as of November 8, 2000,
with an average exercise price of $27.16, and (iii) the repayment to the
Company of approximately $9.3 million in loans under the Subject Company's
Employee Stock Purchase Plan and stock option plans, upon the purchase of
Shares by the Offeror.
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[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $201,102
Form or Registration No.: Schedule TO
Filing Party: Berkshire Hathaway Inc. and B Acquisition, Inc.
Date Filed: November 17, 2000
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
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This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO filed by Berkshire Hathaway Inc., a Delaware corporation
("Berkshire"), and B Acquisition, Inc., a New Jersey corporation ("Purchaser")
and wholly owned subsidiary of Berkshire, on November 17, 2000, as amended by
Amendment No. 1 to the Schedule TO ("Amendment No. 1"), filed by Berkshire and
Purchaser on December 5, 2000 (which together constitute the "Schedule TO").
The Schedule TO relates to the offer by Purchaser to purchase all of the
outstanding Common Stock, par value $3.33 1/3 (the "Shares"), of Benjamin Moore
& Co., a New Jersey corporation (the "Company"), at the purchase price of $37.82
per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase (the "Offer to Purchase") and in
the related Letter of Transmittal (which together with the Offer to Purchase,
and any amendments and supplements thereto, collectively constitute the
"Offer").
ITEM 11. TERMS OF THE TRANSACTION.
Item 11 of the Schedule TO is hereby amended and supplemented by deleting
the amendment and supplement to Item 11 set forth in Amendment No. 1 and
replacing it with the following:
U.S. Antitrust Compliance: The waiting period applicable to the Offer
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
expired on December 2, 2000.
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Canadian Antitrust Compliance: The waiting period applicable to the
Offer under the Canadian Competition Act (as defined in "Section 15 -
Certain Legal Matters and Regulatory Approvals" of the Offer to Purchase),
expired on December 6, 2000. In a letter dated December 1, 2000, the
Canadian Competition Bureau notified Berkshire that, based on the
information in Berkshire's short-form filing under the Canadian Competition
Act, there were insufficient grounds to institute proceedings before the
Canadian Competition Tribunal to oppose the Offer.
ITEM 12. TERMS OF THE TRANSACTION.
Item 12 of the Schedule TO is hereby amended and supplemented by including
the following:
(a)(9) Text of joint press release, issued by Berkshire and the Company,
dated December 7, 2000.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
B ACQUISITION, INC.
By /s/ Marc D. Hamburg
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Name: Marc D. Hamburg
Title: Vice President
BERKSHIRE HATHAWAY INC.
By /s/ Marc D. Hamburg
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Name: Marc D. Hamburg
Title: Vice President and
Chief Financial Officer
Dated: December 7, 2000
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EXHIBIT INDEX
*(a)(1) Offer to Purchase dated November 17, 2000.
*(a)(2) Form of Letter of Transmittal.
*(a)(3) Form of Notice of Guaranteed Delivery.
*(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies,
and Other Nominees.
*(a)(5) Form of Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies, and Other Nominees.
*(a)(6) Text of joint press release, issued by Berkshire and the Company, dated
November 8, 2000 (incorporated by reference to the Tender Offer
Statement on Schedule TO filed by Berkshire with the Securities and
Exchange Commission on November 9, 2000).
*(a)(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
*(a)(8) Form of summary advertisement dated November 17, 2000.
(a)(9) Text of joint press release, issued by Berkshire and the Company, dated
December 7, 2000.
(b) None
(c) None
*(d)(1) Agreement and Plan of Merger, dated as of November 8, 2000, among
Berkshire, Purchaser, and the Company (incorporated by reference to the
Current Report on Form 8-K filed by the Company with the Securities and
Exchange Commission on November 9, 2000).
*(d)(2) Shareholders Agreement, dated as of November 8, 2000, among Berkshire,
Purchaser, and certain shareholders of the Company (incorporated by
reference to the Current Report on Form 8-K filed by the Company with
the Securities and Exchange Commission on November 9, 2000).
(e) None
(f) None
(g) None
(h) None
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* Previously filed with the Securities and Exchange Commission.
