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________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
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GEICO CORPORATION
(NAME OF THE ISSUER)
BERKSHIRE HATHAWAY INC.
HPKF INC.
GEICO CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, $1.00 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
36158210 9
(CUSIP NUMBER OF CLASS OF SECURITIES)
MARC D. HAMBURG ROSALIND ANN PHILLIPS
BERKSHIRE HATHAWAY INC. GEICO CORPORATION
1440 KIEWIT PLAZA ONE GEICO PLAZA
OMAHA, NE 68131 WASHINGTON, DC 20076
(402) 346-1400 (301) 986-3000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
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COPIES TO:
ROBERT A. KINDLER, ESQ.
JOHN B. FRANK, ESQ. CRAVATH, SWAINE & MOORE
MUNGER, TOLLES & OLSON WORLDWIDE PLAZA
355 SOUTH GRAND AVENUE 825 EIGHTH AVENUE
LOS ANGELES, CA 90071 NEW YORK, NY 10019
(213) 683-9100 (212) 474-1000
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This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer
d. [ ] None of the above
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. [x]
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CALCULATION OF FILING FEE
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<S> <C>
TRANSACTION VALUATION AMOUNT OF FILING FEE
$2,329,042,310* $465,808.46
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* For purposes of calculation of fee only. This amount assumes the purchase of
33,272,033 shares of Common Stock, par value $1.00 per share, of GEICO
Corporation at $70 net in cash per share. The amount of the filing fee
calculated in accordance with Rule 0-11 equals 1/50 of 1% of the value of the
shares to be purchased.
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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.
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<S> <C> <C> <C>
Amount Previously
Paid: $465,808.46 Filing Party: GEICO Corporation
Form or Registration
No: Schedule 14A Date Filed: October 5, 1995
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This Rule 13E-3 Transaction Statement (the 'Statement') relates to a
proposal to approve and adopt an Agreement and Plan of Merger (the 'Merger
Agreement') dated as of August 25, 1995, among Berkshire Hathaway Inc., a
Delaware corporation ('Berkshire'), HPKF Inc., a Delaware corporation ('Sub')
and GEICO Corporation, a Delaware corporation (the 'Company'), and the merger of
Sub with and into the Company upon the terms and subject to the conditions set
forth in the Merger Agreement (the 'Merger'). This Statement is intended to
satisfy the reporting requirements of Section 13(e) of the Securities Exchange
Act of 1934, as amended (the 'Exchange Act'), if and to the extent they are
deemed to be applicable to this transaction. The filing of this Statement shall
not be construed as an admission by the Company or Berkshire that the Company is
'controlled by' Berkshire or that Berkshire is an 'affiliate' of the Company
within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act. A copy
of the Merger Agreement has been filed by the Company as Appendix A to the proxy
statement (the 'Proxy Statement') filed as Exhibit (d) to this Statement.
The cross-reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy Statement of
the information required to be included in response to the items of this
Statement. The information in the Proxy Statement, including all appendices
hereto, is hereby expressly incorporated herein by reference and the responses
to each item in this Statement are qualified in their entirety by the
information contained in the Proxy Statement and such appendices. Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
such terms in the Proxy Statement.
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
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(a) The information set forth in 'SUMMARY -- The Parties' and 'THE COMPANY' is incorporated herein
by reference.
(b) The information set forth on the cover page of the Proxy Statement and in 'THE SPECIAL
MEETING -- Record Date and Voting' is incorporated herein by reference.
(c)-(d) The information set forth in 'AVAILABLE INFORMATION' and 'MARKET PRICE AND DIVIDEND INFORMATION'
is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in 'CERTAIN TRANSACTIONS IN THE COMMON STOCK' is incorporated herein
by reference.
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ITEM 2. IDENTITY AND BACKGROUND.
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<S> <C>
(a)-(d),(g) The information set forth in 'ADDITIONAL INFORMATION', 'SUMMARY', 'BERKSHIRE', 'SECURITY
OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS' and Appendix D to the Proxy Statement is
incorporated herein by reference.
(e) Negative.
(f) Negative.
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ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
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<S> <C>
(a)(1) Not applicable.
(a)(2) The information set forth in 'SPECIAL FACTORS -- Background of the Transaction' is incorporated
herein by reference.
(b) The information set forth in 'SPECIAL FACTORS -- Background of the Transaction' is incorporated
herein by reference.
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ITEM 4. TERMS OF THE TRANSACTION.
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<S> <C>
(a) The information set forth in 'SUMMARY' and 'THE MERGER AGREEMENT' is incorporated herein by
reference.
(b) The information set forth in 'SUMMARY', 'SPECIAL FACTORS -- Source and Amount of Funds', and
' -- Interests of Certain Persons in the Transaction', and 'THE MERGER AGREEMENT -- The Merger'
is incorporated herein by reference.
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ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
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<S> <C>
(a) Not applicable.
(b) Not applicable.
(c) The information set forth in 'SPECIAL FACTORS -- Interests of Certain Persons in the
Transaction', 'THE MERGER AGREEMENT -- The Merger' and ' -- Employee Benefits Plans' and
'CERTAIN EFFECTS OF THE MERGER; OPERATIONS OF THE COMPANY AFTER THE MERGER' is incorporated
herein by reference.
(d)-(g) The information set forth in 'CERTAIN EFFECTS OF THE MERGER; OPERATIONS OF THE COMPANY AFTER THE
MERGER' is incorporated herein by reference.
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3
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ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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<S> <C>
(a) The information set forth in 'SPECIAL FACTORS -- Source and Amount of Funds' and 'THE MERGER
AGREEMENT -- The Merger' is incorporated herein by reference.
(b) The information set forth in 'SUMMARY -- Source and Amount of Funds', 'SPECIAL FACTORS -- Source
and Amount of Funds' and 'THE MERGER AGREEMENT -- Expenses' is incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
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ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
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<S> <C>
(a)-(b) The information set forth in 'SPECIAL FACTORS -- Purpose of the Transaction' and ' -- Background
of the Transaction' is incorporated herein by reference.
(c) The information set forth in 'SPECIAL FACTORS -- Background of the Transaction' and ' -- Reasons
for the Transaction' is incorporated herein by reference.
(d) The information set forth in 'SUMMARY -- Certain Federal Income Tax Consequences', ' -- The
Merger Agreement', 'SPECIAL FACTORS -- Certain Federal Income Tax Consequences', 'THE MERGER
AGREEMENT -- The Merger' and 'CERTAIN EFFECTS OF THE MERGER; OPERATIONS OF THE COMPANY AFTER THE
MERGER' is incorporated herein by reference.
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ITEM 8. FAIRNESS OF THE TRANSACTION.
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<S> <C>
(a) The information set forth in 'SUMMARY -- Recommendation of the Board', ' -- Interests of Certain
Persons in the Transaction', 'SPECIAL FACTORS -- Reasons for the Transaction' and ' -- Interests
of Certain Persons In the Transaction' is incorporated herein by reference.
(b) The information set forth in 'SUMMARY -- Recommendation of the Board' and 'SPECIAL
FACTORS -- Reasons for the Transaction' are incorporated herein by reference.
(c) The information set forth in 'SUMMARY -- The Special Meeting', 'THE SPECIAL MEETING -- Vote
Required; Revocability of Proxies' is incorporated herein by reference.
(d) The information set forth in 'SPECIAL FACTORS -- Background of the Transaction' and ' -- Reasons
for the Transaction' is incorporated herein by reference.
(e) The information set forth in 'SUMMARY -- Recommendation of the Board' and 'SPECIAL
FACTORS -- Background of the Transaction' and ' -- Reasons for the Transaction' is incorporated
herein by reference.
(f) Not applicable.
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ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
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<S> <C>
(a)-(b) The information set forth in 'SUMMARY -- Opinion of Financial Advisor' and 'SPECIAL
FACTORS -- Background of the Transaction', ' -- Reasons for the Transaction' and ' -- Opinion of
Financial Advisor' is incorporated herein by reference.
(c) The information set forth in 'SPECIAL FACTORS -- Opinion of Financial Advisor' is incorporated
herein by reference.
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4
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ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
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<S> <C>
(a)-(b) The information set forth in 'SUMMARY -- The Parties', 'SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS', 'CERTAIN TRANSACTIONS IN THE COMMON STOCK' and Appendix D to the
Proxy Statement is incorporated herein by reference.
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ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
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<S> <C>
The information set forth in 'SUMMARY -- The Berkshire Proxy Agreement' and 'SPECIAL
FACTORS -- Background of the Transaction' is incorporated herein by reference.
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ITEM 12. PRESENT INTENTION AND RECOMMENDATIONS OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
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<S> <C>
(a) The information set forth in 'SUMMARY -- The Special Meeting', ' -- The Berkshire Proxy
Agreement', ' -- Security Ownership of Management and Certain Beneficial Owners' and 'THE
SPECIAL MEETING -- Vote Required; Revocability of Proxies' is incorporated herein by reference.
(b) The information set forth in 'SUMMARY -- Recommendation of the Board' and 'SPECIAL
FACTORS -- Reasons for the Transaction' is incorporated herein by reference.
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ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
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<S> <C>
(a) The information set forth in 'SUMMARY -- Appraisal Rights' and 'THE SPECIAL MEETING -- Appraisal
Rights' is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
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ITEM 14. FINANCIAL INFORMATION.
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<S> <C>
(a) The information set forth in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June
30, 1995 and September 30, 1995 is incorporated herein by reference.
(b) Not applicable.
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ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
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<S> <C>
(a)-(b) The information set forth in 'SUMMARY -- Solicitation of Proxies' and 'THE SPECIAL
MEETING -- Solicitation of Proxies' is incorporated herein by reference.
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ITEM 16. ADDITIONAL INFORMATION.
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<S> <C>
The information set forth in the Proxy Statement and the Appendices thereto is incorporated
herein by reference.
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ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
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<S> <C>
(a) Not applicable.
(b)(1) Fairness opinion of Morgan Stanley (incorporated herein by reference to Appendix B to the Proxy
Statement).
(b)(2) Fairness opinion material prepared by Morgan Stanley.*
(c)(1) Berkshire Proxy Agreement.*
(c)(2) Merger Agreement (incorporated herein by reference to Appendix A to the Proxy Statement).
(d) Proxy Statement and related Notice of Special Meeting, letter to stockholders and proxy card
(incorporated herein by reference to the Proxy Statement and related materials filed by the
Company on Schedule 14A).
(e) Full text of Section 262 of the DGCL (incorporated herein by reference to Appendix C to the
Proxy Statement).
(f) Not applicable.
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* Previously filed.
6
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, each of the
undersigned certify that the information set forth in this statement is true,
complete and correct.
BERKSHIRE HATHAWAY INC.
Date: November 14, 1995 By /s/ MARC D. HAMBURG
...................................
(SIGNATURE)
Marc D. Hamburg, Vice President,
Chief Financial Officer and
Treasurer
(NAME AND TITLE)
HPKF INC.
Date: November 14, 1995 By /s/ MARC D. HAMBURG
...................................
(SIGNATURE)
Marc D. Hamburg, Vice President
(NAME AND TITLE)
GEICO CORPORATION
Date: November 14, 1995 By /s/ W. ALVON SPARKS, JR.
...................................
(SIGNATURE)
Executive Vice President and
Chief Financial Officer
(NAME AND TITLE)
7
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EXHIBIT INDEX
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EXHIBIT NO. PAGE NO.
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<S> <C> <C>
(a) Not applicable
(b)(1) Fairness opinion of Morgan Stanley (incorporated herein by reference to Appendix B to the
Proxy Statement).
(b)(2) Fairness opinion material prepared by Morgan Stanley.*
(c)(1) Berkshire Proxy Agreement.*
(c)(2) Merger Agreement (incorporated herein by reference to Appendix A to the Proxy Statement).
(d) Proxy Statement and related Notice of Special Meeting, letter to stockholders and proxy card
(incorporated herein by reference to the Proxy Statement and related materials filed by the
Company on Schedule 14A).
(e) Full text of Section 262 of the DGCL (incorporated herein by reference to Appendix C to the
Proxy Statement).
(f) Not applicable.
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* Previously filed.
