<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities and Exchange Act of 1934
(Amendment No. 2)*
American Express Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
025816 10 9
(CUSIP Number)
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
______________________
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
(Continued on following page(s))
<PAGE>
CUSIP No. 025816 10 9 13G Page 2 of 30
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Warren E. Buffett
2 Check The Appropriate Box If A Member Of A Group*
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Citizenship Or Place Of Organization
United States Citizen
5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
-0-
6 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
50,536,900 Shares Common Stock
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
-0-
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
50,536,900 Shares Common Stock
9 Aggregate Amount Beneficially Owned By Each Reporting Person
50,536,900 Shares Common Stock
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares*
[ ]
11 Percent Of Class Represented By Amount In Row (9)
11.2% of Common Stock (see response to Item 4)
12 Type Of Reporting Person*
IN
<PAGE>
CUSIP No. 025816 10 9 13G Page 3 of 30
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Berkshire Hathaway Inc.
2 Check The Appropriate Box If A Member Of A Group*
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Citizenship Or Place Of Organization
Delaware corporation
5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
-0-
6 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
50,536,900 Shares Common Stock
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
-0-
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
50,536,900 Shares Common Stock
9 Aggregate Amount Beneficially Owned By Each Reporting Person
50,536,900 Shares Common Stock
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares*
[ ]
11 Percent Of Class Represented By Amount In Row (9)
11.2% of Common Stock (see response to Item 4)
12 Type Of Reporting Person*
HC, CO
<PAGE>
CUSIP No. 025816 10 9 13G Page 4 of 30
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
OBH Inc.
2 Check The Appropriate Box If A Member Of A Group*
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Citizenship Or Place Of Organization
Delaware corporation
5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
-0-
6 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
50,536,900 Shares Common Stock
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
-0-
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
50,536,900 Shares Common Stock
9 Aggregate Amount Beneficially Owned By Each Reporting Person
50,536,900 Shares Common Stock
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares*
[ ]
11 Percent Of Class Represented By Amount In Row (9)
11.2% of Common Stock (see response to Item 4)
12 Type Of Reporting Person*
HC, CO
<PAGE>
CUSIP No. 025816 10 9 13G Page 5 of 30
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
National Indemnity Company
2 Check The Appropriate Box If A Member Of A Group*
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Citizenship Or Place Of Organization
Nebraska corporation
5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
-0-
6 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
40,085,293 Shares Common Stock
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
-0-
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
40,085,293 Shares Common Stock
9 Aggregate Amount Beneficially Owned By Each Reporting Person
40,085,293 Shares Common Stock
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares*
[ ]
11 Percent Of Class Represented By Amount In Row (9)
8.9% of Common Stock (see response to Item 4)
12 Type Of Reporting Person*
IC, CO
<PAGE>
CUSIP No. 025816 10 9 13G Page 6 of 30
Name of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
National Fire & Marine Insurance Company
2 Check The Appropriate Box If A Member Of A Group*
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Citizenship Or Place Of Organization
Nebraska corporation
5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
-0-
6 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
2,664,878 Shares Common Stock
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
-0-
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
2,664,878 Shares Common Stock
9 Aggregate Amount Beneficially Owned By Each Reporting Person
2,664,878 Shares Common Stock
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares*
[ ]
11 Percent Of Class Represented By Amount In Row (9)
0.6% of Common Stock (see response to Item 4)
12 Type Of Reporting Person*
IC, CO
<PAGE>
CUSIP No. 025816 10 9 13G Page 7 of 30
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Nebraska Furniture Mart, Inc.
2 Check The Appropriate Box If A Member Of A Group*
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Citizenship Or Place Of Organization
Nebraska corporation
5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
-0-
6 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
466,571 Shares Common Stock
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
-0-
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
466,571 Shares Common Stock
9 Aggregate Amount Beneficially Owned By Each Reporting Person
466,571 Shares Common Stock
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares*
[ ]
11 Percent Of Class Represented By Amount In Row (9)
0.1% of Common Stock (see response to Item 4)
12 Type Of Reporting Person*
CO
<PAGE>
CUSIP No. 025816 10 9 13G Page 8 of 30
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Borsheim's Jewelry Company, Inc.
2 Check The Appropriate Box If A Member Of A Group*
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Citizenship Or Place Of Organization
Nebraska corporation
5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
-0-
6 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
93,314 Shares Common Stock
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
-0-
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
93,314 Shares Common Stock
9 Aggregate Amount Beneficially Owned By Each Reporting Person
93,314 Shares Common Stock
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares*
[ ]
11 Percent Of Class Represented By Amount In Row (9)
Less than 0.1% of Common Stock (see response to Item 4)
12 Type Of Reporting Person*
CO
<PAGE>
CUSIP No. 025816 10 9 13G Page 9 of 30
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
The Fechheimer Brothers Company
2 Check The Appropriate Box If A Member Of A Group*
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Citizenship Or Place Of Organization
Delaware corporation
5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
-0-
6 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
279,944 Shares Common Stock
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
-0-
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
279,944 Shares Common Stock
9 Aggregate Amount Beneficially Owned By Each Reporting Person
279,944 Shares Common Stock
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares*
[ ]
11 Percent Of Class Represented By Amount In Row (9)
0.1% of Common Stock (see response to Item 4)
12 Type Of Reporting Person*
CO
<PAGE>
CUSIP No. 025816 10 9 13G Page 10 of 30
Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Columbia Insurance Company
2 Check The Appropriate Box If A Member Of A Group*
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Citizenship Or Place Of Organization
Nebraska corporation
5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
-0-
6 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
5,741,800 Shares Common Stock
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
-0-
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
5,741,800 Shares Common Stock
9 Aggregate Amount Beneficially Owned By Each Reporting Person
5,741,800 Shares Common Stock
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares*
[ ]
11 Percent Of Class Represented By Amount In Row (9)
1.3% of Common Stock (see response to Item 4)
12 Type Of Reporting Person*
IC, CO
<PAGE>
CUSIP No. 025816 10 9 13G Page 11 of 30
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Blue Chip Stamps
2 Check The Appropriate Box If A Member Of A Group*
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Citizenship Or Place Of Organization
California corporation
5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
-0-
6 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
647,700 Shares Common Stock
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
-0-
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
647,700 Shares Common Stock
9 Aggregate Amount Beneficially Owned By Each Reporting Person
647,700 Shares Common Stock
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares*
[ ]
11 Percent Of Class Represented By Amount In Row (9)
0.1% of Common Stock (see response to Item 4)
12 Type Of Reporting Person*
CO
<PAGE>
CUSIP No. 025816 10 9 13G Page 12 of 30
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Wesco Holdings Midwest, Inc.
2 Check The Appropriate Box If A Member Of A Group*
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Citizenship Or Place Of Organization
Delaware corporation
5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
-0-
6 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
647,700 Shares Common Stock
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
-0-
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
647,700 Shares Common Stock
9 Aggregate Amount Beneficially Owned By Each Reporting Person
647,700 Shares Common Stock
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares*
[ ]
11 Percent Of Class Represented By Amount In Row (9)
0.1% of Common Stock (see response to Item 4)
12 Type Of Reporting Person*
HC, CO
<PAGE>
CUSIP No. 025816 10 9 13G Page 13 of 30
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Wesco Financial Corporation
2 Check The Appropriate Box If A Member Of A Group*
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Citizenship Or Place Of Organization
Delaware corporation
5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
-0-
6 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
647,700 Shares Common Stock
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
-0-
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
647,700 Shares Common Stock
9 Aggregate Amount Beneficially Owned By Each Reporting Person
647,700 Shares Common Stock
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares*
[ ]
11 Percent Of Class Represented By Amount In Row (9)
0.1% of Common Stock (see response to Item 4)
12 Type Of Reporting Person*
CO
<PAGE>
CUSIP No. 025816 10 9 13G Page 14 of 30
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Wesco-Financial Insurance Co.
2 Check The Appropriate Box If A Member Of A Group*
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Citizenship Or Place Of Organization
Nebraska corporation
5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
-0-
6 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
647,700 Shares Common Stock
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
-0-
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
647,700 Shares Common Stock
9 Aggregate Amount Beneficially Owned By Each Reporting Person
647,700 Shares Common Stock
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares*
[ ]
11 Percent Of Class Represented By Amount In Row (9)
0.1% of Common Stock (see response to Item 4)
12 Type Of Reporting Person*
IC, CO
<PAGE>
CUSIP No. 025816 10 9 13G Page 15 of 30
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Central States of Omaha Companies, Inc.
2 Check The Appropriate Box If A Member Of A Group*
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Citizenship Or Place Of Organization
Nebraska corporation
5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
-0-
6 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
290,000 Shares Common Stock
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
-0-
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
290,000 Shares Common Stock
9 Aggregate Amount Beneficially Owned By Each Reporting Person
290,000 Shares Common Stock
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares*
[ ]
11 Percent Of Class Represented By Amount In Row (9)
0.1% of Common Stock (see response to Item 4)
12 Type Of Reporting Person*
CO
<PAGE>
CUSIP No. 025816 10 9 13G Page 16 of 30
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Central States Indemnity Company of Omaha
2 Check The Appropriate Box If A Member Of A Group*
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Citizenship Or Place Of Organization
Nebraska corporation
5 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Voting Power
-0-
6 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Voting Power
290,000 Shares Common Stock
7 Number Of Shares Beneficially Owned By Each Reporting Person With Sole
Dispositive Power
-0-
8 Number Of Shares Beneficially Owned By Each Reporting Person With
Shared Dispositive Power
290,000 Shares Common Stock
9 Aggregate Amount Beneficially Owned By Each Reporting Person
290,000 Shares Common Stock
10 Check Box If The Aggregate Amount In Row (9) Excludes Certain Shares*
[ ]
11 Percent Of Class Represented By Amount In Row (9)
0.1% of Common Stock (see response to Item 4)
12 Type Of Reporting Person*
IC, CO
<PAGE>
CUSIP No. 025816 10 9 13G Page 17 of 30
Item 1(a). Name of Issuer:
American Express Company
Item 1(b). Address of Issuer's Principal Executive Offices:
American Express Tower
World Financial Center
New York, New York 10285
Item 2(a). Name of Persons Filing:
Item 2(b). Address of Principal Business Office:
Item 2(c). Citizenship:
This Statement is filed by the following persons (collectively,
the "Reporting Persons"):
Warren E. Buffett
1440 Kiewit Plaza
Omaha, Nebraska 68131
(United States Citizen)
Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
(Delaware corporation)
OBH Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
(Delaware corporation)
National Indemnity Company
3024 Harney Street
Omaha, Nebraska 68131
(Nebraska corporation)
National Fire & Marine Insurance Company
3024 Harney Street
Omaha, Nebraska 68131
(Nebraska corporation)
Nebraska Furniture Mart, Inc.
700 South 72nd Street
Omaha, Nebraska 68114
(Nebraska corporation)
The Fechheimer Brothers Company
4545 Malsbary Road
Cincinnati, Ohio 45252
(Delaware corporation)
Borsheim's Jewelry Company, Inc.
<PAGE>
CUSIP No. 025816 10 9 13G Page 18 of 30
120 Regency Parkway
Omaha, Nebraska 68114
(Nebraska corporation)
Columbia Insurance Company
3024 Harney Street
Omaha, Nebraska 68131
(Nebraska corporation)
Blue Chip Stamps
301 East Colorado Boulevard
Pasadena, California 91101
(California corporation)
Wesco Holdings Midwest, Inc.
1440 Kiewitt Plaza
Omaha, Nebraska 68131
(Nebraska corporation)
Wesco Financial Corporation
301 East Colorado Boulevard
Pasadena, California 91101
(Delaware corporation)
Wesco-Financial Insurance Company
3024 Harney Street
Omaha, Nebraska 68131
(Nebraska corporation)
Central States of Omaha Companies, Inc.
1212 North 96th Street
Omaha, Nebraska 68134
(Nebraska corporation)
Central States Indemnity Company of Omaha
1212 North 96th Street
Omaha, Nebraska 68134
(Nebraska corporation)
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
025816 10 9
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act:
Not applicable.
<PAGE>
CUSIP No. 025816 10 9 13G Page 19 of 30
(b) [ ] Bank as defined in Section 3(a)(6) of the Act:
Not applicable.
(c) [X] Insurance Company as defined in Section 3(a)(19) of the
Act:
National Indemnity Company
National Fire & Marine Insurance
Company
Columbia Insurance Company
Wesco-Financial Insurance Company
Central States Indemnity Company
of Omaha
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act:
Not applicable.
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940:
Not applicable.
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund:
Not applicable.
(g) [X] Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G):
Berkshire Hathaway Inc.**
OBH Inc.***
Blue Chip Stamps ****
Wesco Financial Corporation****
Wesco Holdings Midwest, Inc.****
Central States of Omaha Company,
Inc.*****
Warren E. Buffett (individual who may be deemed
to control Berkshire Hathaway Inc.)
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H):
Not applicable.
<PAGE>
CUSIP No. 025816 10 9 13G Page 20 of 30
** Berkshire Hathaway Inc. is the parent holding company of OBH Inc.
*** OBH Inc. is the parent holding company of Blue Chip Stamps and
Central States of Omaha Companies, Inc.
**** Blue Chip Stamps is the parent holding company of Wesco Financial
Corporation which is the parent holding company of Wesco Holdings Midwest, inc.,
which is the parent holding of Wesco-Financial Insurance Company.
***** Central States of Omaha, Inc. is the parent holding company of
Central States Indemnity Company of Omaha.
Item 4. Ownership
As of December 31, 1998, the Reporting Persons beneficially owned in
the aggregate more than five percent of the outstanding Common Stock as
follows:
Warren E. Buffett
(a) Amount Beneficially Owned: 50,536,900 shares Common Stock.
(b) Percent of Class: 11.2% of Common Stock.*****
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: none.
(ii) shared power to vote or to direct the vote: 50,536,900
shares Common Stock.
(iii) sole power to dispose or direct the disposition of:
none.
(iv) shared power to dispose or to direct the disposition
of: 50,536,900 shares Common Stock.
Berkshire Hathaway Inc.
(a) Amount Beneficially Owned: 50,536,900 shares Common Stock
(b) Percent of Class: 11.2% of Common Stock.*****
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: none.
(ii) shared power to vote or to direct the vote: 50,536,900
shares Common Stock.
<PAGE>
CUSIP No. 025816 10 9 13G Page 21 of 30
(iii) sole power to dispose or direct the disposition of:
none.
(iv) shared power to dispose or to direct the disposition
of: 50,536,900 shares Common Stock.
OBH Inc.
(a) Amount Beneficially Owned: 50,536,900 shares Common Stock
(b) Percent of Class: 11.2% of Common Stock.*****
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: none.
(ii) shared power to vote or to direct the vote:
50,536,900 shares Common Stock.
(iii) sole power to dispose or direct the disposition of:
none.
(iv) shared power to dispose or to direct the disposition
of: 50,536,900 shares Common Stock.
National Indemnity Company
(a) Amount Beneficially Owned: 40,085,293 shares Common Stock.
(b) Percent of Class: 8.9% of Common Stock.*****
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: none.
(ii) shared power to vote or to direct the vote: 40,085,293
shares Common Stock.
(iii) sole power to dispose or direct the disposition of:
none.
(iv) shared power to dispose or to direct the disposition
of: 40,085,293 shares Common Stock.
National Fire & Marine Insurance Company
(a) Amount Beneficially Owned: 2,664,878 shares
<PAGE>
CUSIP No. 025816 10 9 13G Page 22 of 30
Common Stock
(b) Percent of Class: 0.6% of Common Stock.*****
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: none.
(ii) shared power to vote or to direct the vote: 2,664,878
shares Common Stock.
(iii) sole power to dispose or direct the disposition of:
none.
(iv) shared power to dispose or to direct the disposition
of: 2,664,878 shares Common Stock.
Nebraska Furniture Mart, Inc.
(a) Amount Beneficially Owned: 466,571 shares Common Stock.
(b) Percent of Class: 0.1% of Common Stock.*****
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: none.
(ii) shared power to vote or to direct the vote: 466,571
shares Common Stock.
(iii) sole power to dispose or direct the disposition of:
none.
(iv) shared power to dispose or to direct the disposition
of: 466,571 shares Common Stock.
The Fechheimer Brothers Company
(a) Amount Beneficially Owned: 279,944 shares Common Stock
(b) Percent of Class: 0.1% of Common Stock.*****
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: none.
(ii) shared power to vote or to direct the
<PAGE>
CUSIP No. 025816 10 9 13G Page 23 of 30
vote: 279,944 shares Common Stock.
(iii) sole power to dispose or direct the disposition of:
none.
(iv) shared power to dispose or to direct the disposition
of: 279,944 shares Common Stock.
Borsheim's Jewelry Company, Inc.
(a) Amount Beneficially Owned: 93,314 shares Common Stock.
(b) Percent of Class: less than 0.1% of Common Stock.*****
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: none.
(ii) shared power to vote or to direct the vote: 93,314
shares Common Stock.
(iii) sole power to dispose or direct the disposition of:
none.
(iv) shared power to dispose or to direct the disposition
of: 93,314 shares Common Stock.
Columbia Insurance Company
(a) Amount Beneficially Owned: 5,741,800 shares Common Stock.
(b) Percent of Class: 1.3% of Common Stock.*****
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: none.
(ii) shared power to vote or to direct the vote: 5,741,800
shares Common Stock.
(iii) sole power to dispose or direct the disposition of:
none.
(iv) shared power to dispose or to direct the disposition
of: 5,741,800 shares Common Stock.
<PAGE>
CUSIP No. 025816 10 9 13G Page 24 of 30
Blue Chip Stamps
(a) Amount Beneficially Owned: 647,700 shares Common Stock.
(b) Percent of Class: 0.1% of Common Stock.*****
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: none.
(ii) shared power to vote or to direct the vote: 647,700
shares Common Stock.
(iii) sole power to dispose or direct the disposition of:
none.
(iv) shared power to dispose or to direct the disposition
of: 647,700 shares Common Stock.
Wesco Financial Corporation
(a) Amount Beneficially Owned: 647,700 shares Common Stock.
(b) Percent of Class: 0.1% of Common Stock.*****
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote: none.
(ii) shared power to vote or to direct the vote: 647,700
shares Common Stock.
(iii) sole power to dispose or direct the disposition of:
none.
(iv) shared power to dispose or to direct the disposition
of: 647,700 shares Common Stock.
Wesco Holdings Midwest, Inc.
(a) Amount Beneficially Owned: 647,700 shares Common Stock.
(b) Percent of Class: 0.1% of Common Stock.*****
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
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CUSIP No. 025816 10 9 13G Page 25 of 30
vote: none.
(ii) shared power to vote or to direct the vote: 647,700
shares Common Stock.
(iii) sole power to dispose or direct the disposition of:
none.
(iv) shared power to dispose or to direct the disposition
of: 647,700 shares Common Stock.
Wesco Financial Insurance Company
(a) Amount Beneficially Owned: 647,700 shares Common Stock.
(b) Percent of Class: 0.1% of Common Stock.*****
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: none.
(ii) shared power to vote or to direct the vote: 647,700
shares Common Stock.
(iii) sole power to dispose or direct the disposition of:
none.
(iv) shared power to dispose or to direct the disposition
of: 647,700 shares Common Stock.
Central States of Omaha Companies
(a) Amount Beneficially Owned: 290,000 shares Common Stock.
(b) Percent of Class: 0.1% of Common Stock.*****
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: none.
(ii) shared power to vote or to direct the vote: 290,000
shares Common Stock.
(iii) sole power to dispose or direct the disposition of:
none.
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CUSIP No. 025816 10 9 13G Page 26 of 30
(iv) shared power to dispose or to direct the disposition
of: 290,000 shares Common Stock.
Central States Indemnity Company of Omaha
(a) Amount Beneficially Owned: 290,000 shares Common Stock.
(b) Percent of Class: 0.1% of Common Stock.*****
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: none.
(ii) shared power to vote or to direct the vote: 290,000
shares Common Stock.
(iii) sole power to dispose or direct the disposition of:
none.
(iv) shared power to dispose or to direct the disposition
of: 290,000 shares Common Stock.
***** Percentages based on 452,089,489 shares of the Issuer's Common Stock
outstanding as of October 31, 1998 according to the Issuer's report on Form 10Q
for the quarter ended September 30, 1998.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
At this time, no person other than the Reporting Persons is
known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of
Securities covered by this Information Statement.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
See Item 3(c) and Exhibit A.
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CUSIP No. 025816 10 9 13G Page 27 of 30
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
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CUSIP No. 025816 10 9 13G Page 28 of 30
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated this 16th day of March, 1999.
<TABLE>
<CAPTION>
<S> <C>
/s/ Warren E. Buffett
Warren E. Buffett
BERKSHIRE HATHAWAY INC.,
OBH Inc.,
NATIONAL INDEMNITY COMPANY,
NATIONAL FIRE AND MARINE INSURANCE COMPANY,
BORSHEIM'S JEWELRY COMPANY, INC., and
COLUMBIA INSURANCE COMPANY
By: /s/ Warren E. Buffett
Warren E. Buffett
Chairman of the Board of each of the
above-named corporations
NEBRASKA FURNITURE MART, INC., THE
FECHHEIMER BROTHERS COMPANY, BLUE CHIP
STAMPS, WESCO FINANCIAL CORPORATION, WESCO
FINANCIAL INSURANCE COMPANY, CENTRAL STATES
OF OMAHA COMPANIES, INC., and CENTRAL
STATES INDEMNITY COMPANY OF OMAHA
By: /s/ Warren E. Buffett
Warren E. Buffett
Attorney-in-Fact
</TABLE>
<PAGE>
CUSIP No. 025816 10 9 13G Page 28 of 30
EXHIBIT A
RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANY
Parent Holding Company:
Berkshire Hathaway Inc.
OBH Inc.
Blue Chip Stamps
Wesco financial Corporation
Wesco Holdings Midwest, Inc.
Central States of Omaha Companies, Inc.
Warren E. Buffett (an individual who may be deemed to control
Berkshire Hathaway Inc.)
Relevant Subsidiaries Which Are Insurance Companies as Defined in Section
3(a)(19) of the Act:
National Indemnity Company
National Fire & Marine Insurance Company
Columbia Insurance Company
Wesco-Financial Insurance Company
Central States Indemnity Company of Omaha
Note: No Common Stock of American Express Company is held directly by
Berkshire Hathaway Inc. Other than the indirect holdings of Berkshire
Hathaway Inc., no Common Stock of American Express Company is held
directly or indirectly by Warren E. Buffett, an individual who may be
deemed to control Berkshire Hathaway Inc. 1,107,229 shares or
approximately 0.2% of Common Stock of American Express Company are held
directly by OBH Inc., Nebraska Furniture Mart, Inc., The Fechheimer
Brothers Company and Borsheim's Jewelry Company, Inc., none of which
are persons specified in Rule 13d-1(b)(1)(ii)(A) through (F).
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CUSIP No. 025816 10 9 13G Page 29 of 30
EXHIBIT B
The undersigned persons hereby agree that reports on Schedule 13G, and
amendments thereto, may be filed in a single statement on behalf of each of such
persons, and further, each of such persons designates Warren E. Buffett as its
agent and Attorney-in-Fact for the purpose of executing any and all Schedule 13G
filings required to be made by it with the Securities and Exchange Commission.
<TABLE>
<CAPTION>
<S> <C>
/s/ Warren E. Buffett
Warren E. Buffett
BERKSHIRE HATHAWAY INC. BORSHEIM'S JEWELRY COMPANY, INC.
By: /s/ Warren E. Buffett By: /s/ Warren E. Buffett
Warren E. Buffett Warren E. Buffett
Chairman of the Board Chairman of the Board
CENTRAL STATES INDEMNITY COMPANY OF OMAHA CENTRAL STATES OF OMAHA COMPANIES, INC.
By: /s/ William McBain Kizer By: /s/ William McBain Kizer
William McBain Kizer William McBain Kizer
Chairman of the Board Chairman of the Board
COLUMBIA INSURANCE COMPANY THE FECHHEIMER BROS. CO.
By: /s/ Warren E. Buffett By: /s/ Linda L. Metze
Warren E. Buffett Linda L. Metze
Chairman of the Board Treasurer
NATIONAL FIRE AND MARINE INSURANCE COMPANY NATIONAL INDEMNITY COMPANY
By: /s/ Warren E. Buffett By: /s/ Warren E. Buffett
Warren E. Buffett Warren E. Buffett
Chairman of the Board Chairman of the Board
</TABLE>
<PAGE>
CUSIP No. 025816 10 9 13G Page 30 of 30
<TABLE>
<CAPTION>
<S> <C>
NEBRASKA FURNITURE MART, INC. BLUE CHIP STAMPS
By: /s/ Marc D. Hamburg By: /s/ Marc D. Hamburg
Marc D. Hamburg Marc D. Hamburg
Assistant Secretary Assistant Secretary
WESCO FINANCIAL CORPORATION WESCO HOLDINGS MIDWEST, INC.
By: /s/ Robert H. Bird By: /s/ Marc D. Hamburg
Robert H. Bird Marc D. Hamburg
President Assistant Secretary
WESCO-FINANCIAL INSURANCE CO.
By: /s/ Marc D. Hamburg
Marc D. Hamburg
Assistant Secretary
</TABLE>
