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EXHIBIT 99.(A)(5)
OFFER TO PURCHASE FOR CASH
All Outstanding Shares of Common Stock
of
Benjamin Moore & Co.
at
$37.82 Net per Share
by
B Acquisition, Inc.
a wholly owned subsidiary of
Berkshire Hathaway Inc.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, DECEMBER 15, 2000, UNLESS THE OFFER IS EXTENDED.
November 17, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated November 17,
2000, and the related Letter of Transmittal (which together with the Offer to
Purchase and any amendments and supplements thereto collectively constitute
the "Offer") in connection with the offer by B Acquisition, Inc., a New Jersey
corporation ("Purchaser") and wholly owned subsidiary of Berkshire Hathaway
Inc., a Delaware corporation ("Parent"), to purchase for cash all outstanding
shares of Common Stock, par value $3.33 1/3 per share (the "Shares"), of
Benjamin Moore & Co., a New Jersey corporation (the "Company"). We are the
holder of record of Shares held for your account. A tender of such Shares can
be made only by us as the holder of record and pursuant to your instructions.
The enclosed Letter of Transmittal is furnished to you for your information
only and cannot be used by you to tender Shares held by us for your account.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer.
Your attention is invited to the following:
1. The offer price is $37.82 per Share, net to you in cash without interest.
2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of the Company has unanimously determined that the
Merger Agreement (as defined in the Offer to Purchase) and the transactions
contemplated thereby, including the Offer and the Merger (as defined in the
Merger Agreement), are fair to, and in the best interests of, the Company's
shareholders, has unanimously approved the Merger Agreement and the
transactions contemplated thereby, and has unanimously recommended that
shareholders accept the Offer, approve the Merger Agreement and the
transactions contemplated thereby and tender their Shares pursuant thereto.
4. The Offer and withdrawal rights will expire at 12:00 midnight, New York
City time, on Friday, December 15, 2000, unless the Offer is extended.
5. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the Expiration Date (as defined in the
Offer to Purchase) that number of Shares which (together with all
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Shares owned by Parent, Purchaser or their affiliates) constitutes two-thirds
of the Shares outstanding on a fully diluted basis on the date Shares are
accepted for payment. The Offer is also subject to other conditions set forth
in the Offer to Purchase. See Section 14 of the Offer to Purchase.
6. Any stock transfer taxes applicable to the sale of Shares to Purchaser
pursuant to the Offer will be paid by Purchaser, except as otherwise provided
in Instruction 6 of the Letter of Transmittal. Tendering shareholders will not
be obligated to pay brokerage fees or commissions.
Purchaser is not aware of any jurisdiction where the making of the Offer is
prohibited by any administrative or judicial action pursuant to any valid
state statute. In any jurisdiction in which the securities, blue sky or other
laws require the Offer to be made by a licensed broker or dealer, the Offer
will be made on behalf of Purchaser by one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the reverse side of this letter. An envelope to return your instructions to
us is enclosed. If you authorize the tender of your Shares, all such Shares
will be tendered unless otherwise specified on the reverse side of this
letter. Your instructions should be forwarded to us in sufficient time to
permit us to submit a tender on your behalf prior to the expiration of the
Offer.
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INSTRUCTIONS WITH RESPECT TO THE
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
Benjamin Moore & Co.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated November 17, 2000, and the related Letter of Transmittal in
connection with the Offer by B Acquisition, Inc., a New Jersey corporation and
wholly owned subsidiary of Berkshire Hathaway Inc., a Delaware corporation, to
purchase all outstanding shares of Common Stock, par value $3.33 1/3 per share
(the "Shares"), of Benjamin Moore & Co., a New Jersey corporation.
This will instruct you to tender the number of Shares indicated below (or if
no number is indicated below, all Shares) held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the
Offer.
Number of Shares to be tendered:*
_______________________________Shares
Dated: ________________________, 2000 _____________________________________
_____________________________________
Signature(s)
_______________________________________________________________________________
Print Name(s)
_______________________________________________________________________________
Address(es)
_______________________________________________________________________________
Area Code and Telephone Number
_______________________________________________________________________________
Tax ID or Social Security Number
--------
* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
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