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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Rule 14D-101)
Solicitation/Recommendation Statement Under Section 14(d)(4)
of the Securities Exchange Act of 1934
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BENJAMIN MOORE & CO.
(Name of Subject Company)
BENJAMIN MOORE & CO.
(Name of Person(s) Filing Statement)
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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Donald E. Devine
Chief Financial Officer
Benjamin Moore & Co.
51 Chestnut Ridge Road
Montvale, New Jersey 07645
Telephone: (201) 573-9600
(Name, address and telephone number of person
authorized to receive notice and
communication on behalf of the person(s)
filing statement).
With a Copy to:
John J. Madden, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, NY 10022-6069
(212) 848-4000
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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<PAGE>
Benjamin Moore To Be Acquired by Berkshire Hathaway
$37.82 Per Share Offered
Montvale, New Jersey and Omaha, Nebraska, November 8, 2000 - Benjamin
Moore & Co., (OTCBB: MBEN.OB) and Berkshire Hathaway Inc. (NYSE: BRK.A, BRK.B)
announced today that they have approved and entered into a definitive Merger
Agreement which calls for a cash tender offer of $37.82 per share to holders of
Benjamin Moore common stock by a wholly-owned subsidiary of Berkshire Hathaway.
The tender offer will commence no later than November 17, 2000 and will
be for all of Benjamin Moore's outstanding common stock. Upon successful
completion of the tender offer, the Merger Agreement calls for a merger pursuant
to which the remaining shareholders will receive cash in the same amount as paid
in the tender offer.
The value of the transaction is approximately one billion dollars. Upon
successful consummation of the transaction, Benjamin Moore will become a wholly
owned subsidiary of Berkshire Hathaway and will continue to be headquartered in
Montvale.
The Board of Directors of Benjamin Moore has unanimously approved the
Merger Agreement. In addition, shareholders who own approximately 18% of
Benjamin Moore's common stock agreed to tender their shares into the tender
offer. J.P. Morgan & Co. delivered a fairness opinion to the Board of Directors
of Benjamin Moore.
Richard Roob, Chairman of Benjamin Moore and Yvan Dupuy, President and
Chief Executive Officer of Benjamin Moore joined in stating that "This
opportunity offers the dual benefit of providing fair value for our shareholders
and continuity of the company as a distinct entity. All those, past and present,
who have played a part in building this company can feel proud that Warren
Buffett and Berkshire Hathaway want to be associated with the name Benjamin
Moore."
Warren Buffett, Chairman of Berkshire Hathaway, said "We are extremely
excited about the opportunity to add a company with such an outstanding
reputation for quality and leadership in its industry to the Berkshire group."
The tender offer is subject to certain conditions, including the tender
of not less than two-thirds of Benjamin Moore's outstanding common stock, on a
fully diluted basis, and the obtaining of all necessary governmental approvals.
The tender offer will expire twenty business days after it is commenced, but may
be extended under certain circumstances.
Benjamin Moore, a leading manufacturer and retailer of premium paints,
stains and industrial coatings, was founded in 1883. Headquartered in Montvale,
New Jersey, Benjamin Moore's products are distributed throughout North America
through a network of authorized dealers.
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<PAGE>
Berkshire Hathaway is a holding company owning subsidiaries engaged in
a number of diverse business activities. The most important of these is the
property and casualty insurance business conducted on both a direct and
reinsurance basis through a number of subsidiaries.
This press release contains forward-looking statement with respect to
management's beliefs about the financial condition, results of operations and
businesses of Benjamin Moore and Berkshire Hathaway in the future. These
statements involve risks and uncertainties. The actual outcome could differ
materially from that contemplated by such statements. Factors that could cause
or contribute to such differences could include, but are not limited to, general
business conditions, strength of retail economy and growth in the coatings
industry, unusual weather conditions and competition in the coatings business,
as well as other risks detailed herein and in Benjamin Moore reports filed with
the Securities and Exchange Commission ("SEC").
Benjamin Moore shareholders are advised to read the tender offer
statement regarding the acquisition of Benjamin Moore referenced in this news
release, which will be filed by Berkshire Hathaway and B Acquisition with the
SEC, and the related solicitation/recommendation statement which will be filed
by Benjamin Moore with the SEC. The tender offer statement (including an offer
to purchase, letter of transmittal and related tender offer documents) and the
solicitation/recommendation statement will contain important information which
should be read carefully before any decision is made with respect to this offer.
These documents will be made available to all shareholders of Benjamin Moore at
no expense to them. These documents also will be available at no charge at the
SEC's web site, www.sec.gov.
FOR FURTHER INFORMATION PLEASE CONTACT:
Berkshire Hathaway: Marc Hamburg
(402) 346-1400
Benjamin Moore: Eileen McComb
(201) 573-6620
Hill and Knowlton: Marisa Jacobs
(212) 885-0390
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