SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Amendment No. 51
Great Lakes Chemical Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
| 390568 10 3 (CUSIP Number) |
June 30, 2003
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
(Continued on following pages)
Page 1 of 15 Pages
| 1 | 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 the disclosures provided in a prior cover page. |
The information required in 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP NO. 390568 10 3 | 13G | PAGE 2 OF 15 PAGES |
| 1. | Name of Reporting Person I.R.S. Identification No. of above person
Warren E. Buffett |
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| 2. | Check the Appropriate Box if a Member of a Group* (a) x (b) ¨ |
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
United States Citizen |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
0 6. Shared Voting Power
4,348,700 7. Sole Dispositive Power
0 8. Shared Dispositive Power
4,348,700 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,348,700 |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
Not Applicable |
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
8.66 |
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| 12. | Type of Reporting Person*
IN |
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| CUSIP NO. 390568 10 3 | 13G | PAGE 3 OF 15 PAGES |
| 1. | Name of Reporting Person I.R.S. Identification No. of above person
Berkshire Hathaway Inc. |
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| 2. | Check the Appropriate Box if a Member of a Group* (a) x (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Delaware Corporation |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
0 6. Shared Voting Power
4,348,700 7. Sole Dispositive Power
0 8. Shared Dispositive Power
4,348,700 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,348,700 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
Not Applicable |
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
8.66 |
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| 12. | Type of Reporting Person*
HC |
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| CUSIP NO. 390568 10 3 | 13G | PAGE 4 OF 15 PAGES |
| 1. | Name of Reporting Person I.R.S. Identification No. of above person
OBH, Inc. |
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| 2. | Check the Appropriate Box if a Member of a Group* (a) x (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Delaware Corporation |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
0 6. Shared Voting Power
4,348,700 7. Sole Dispositive Power
0 8. Shared Dispositive Power
4,348,700 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,348,700 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
Not Applicable |
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
8.66 |
|||
| 12. | Type of Reporting Person
HC |
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| CUSIP NO. 390568 10 3 | 13G | PAGE 5 OF 15 PAGES |
| 1. | Name of Reporting Person I.R.S. Identification No. of above person
National Indemnity Company |
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| 2. | Check the Appropriate Box if a Member of a Group* (a) x (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Nebraska Corporation |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
0 6. Shared Voting Power
4,348,700 7. Sole Dispositive Power
0 8. Shared Dispositive Power
4,348,700 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,348,700 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
Not Applicable |
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
8.66 |
|||
| 12. | Type of Reporting Person*
IC |
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| CUSIP NO. 390568 10 3 | 13G | PAGE 6 OF 15 PAGES |
| 1. | Name of Reporting Person I.R.S. Identification No. of above person
GEICO Corporation |
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| 2. | Check the Appropriate Box if a Member of a Group* (a) x (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Delaware Corporation |
|||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
0 6. Shared Voting Power
4,348,700 7. Sole Dispositive Power
0 8. Shared Dispositive Power
4,348,700 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,348,700 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
Not Applicable |
¨ | ||
| 11. | Percent of Class Represented by Amount in Row (9)
8.66 |
|||
| 12. | Type of Reporting Person
HC |
|||
| CUSIP NO. 390568 10 3 | 13G | PAGE 7 OF 15 PAGES |
| 1. | Name of Reporting Person I.R.S. Identification No. of above person
Government Employees Insurance Company |
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| 2. | Check the Appropriate Box if a Member of a Group* (a) x (b) ¨ |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Maryland Corporation |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
0 6. Shared Voting Power
4,348,700 7. Sole Dispositive Power
0 8. Shared Dispositive Power
4,348,700 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,348,700 |
|||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
Not Applicable |
¨ | ||
| 11. | Percent of Class Represented by Amount in Row (9)
8.66 |
|||
| 12. | Type of Reporting Person
IC |
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| Page 8 of 15 |
| Item 1(a). |
Name of Issuer: GREAT LAKES CHEMICAL CORPORATION | |||||||||
| Item 1(b). |
Address of Issuer’s Principal Executive Offices: | |||||||||
| 500 East 96th Street Suite 500 Indianapolis, Indiana 46240 |
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| Item 2(a). |
Name of Persons Filing: | |||||||||
| Item 2(b). |
Address of Principal Business Office: | |||||||||
| Item 2(c). |
Citizenship: | |||||||||
| Warren E. Buffett 1440 Kiewit Plaza Omaha, Nebraska 68131 United States Citizen |
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| Berkshire Hathaway Inc. 1440 Kiewit Plaza Omaha, Nebraska 68131 Delaware Corporation |
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| OBH, Inc. 1440 Kiewit Plaza Omaha, Nebraska 68131 Delaware Corporation |
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| National Indemnity Company 3024 Harney Street Omaha, Nebraska 68131 Nebraska Corporation |
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| GEICO Corporation 1 Geico Plaza Washington, DC 20076 Delaware Corporation |
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| Government Employees Insurance Company 1 Geico Plaza Washington, DC 20076 Maryland Corporation |
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| Item 2(d). |
Title of Class of Securities: | |||||||||
| Common Stock | ||||||||||
| Item 2(e). |
CUSIP Number: 390568 10 3 | |||||||||
| Page 9 of 15 |
| Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||||||||
| (a) | ¨ | Broker or Dealer registered under Section 15 of the Act. | ||||||||
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act. | ||||||||
| (c) | x | Insurance Company as defined in Section 3(a)(19) of the Act. | ||||||||
| National Indemnity Company Government Employees Insurance Company |
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| (d) | ¨ | Investment Company registered under Section 8 of the Investment Company Act of 1940. | ||||||||
| (e) | ¨ | An investment advisor registered in accordance with Rule 13d-1(b)(1)(ii)(E); | ||||||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||||||||
| (g) | x | A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G); | ||||||||
| GEICO Corporation OBH, Inc. Berkshire Hathaway Inc. Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.) |
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| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||||||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | ||||||||
| (j) | x | Group in accordance with Rule 13d-1(b)(1)(ii)(J). | ||||||||
| See Exhibit A | ||||||||||
| Item 4. |
Ownership | |||||||||
| Page 10 of 15 |
| Warren E. Buffett | ||||||||||
| (a) | Amount beneficially owned: | |||||||||
| 4,348,700 | ||||||||||
| (b) | Percent of Class: | |||||||||
| 8.66 | ||||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | sole power to vote or to direct the vote: -0- | |||||||||
| (ii) | shared power to vote or to direct the vote: 4,348,700 | |||||||||
| (iii) | sole power to dispose or to direct the disposition of: -0- | |||||||||
| (iv) | shared power to dispose or to direct the disposition of: 4,348,700 | |||||||||
| Berkshire Hathaway Inc. | ||||||||||
| (a) | Amount beneficially owned: | |||||||||
| 4,348,700 | ||||||||||
| (b) | Percent of Class: | |||||||||
| 8.66 | ||||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | sole power to vote or to direct the vote: -0- | |||||||||
| (ii) | shared power to vote or to direct the vote: 4,348,700 | |||||||||
| Page 11 of 15 |
| (iii) | sole power to dispose or to direct the disposition of: -0- | |||||||||
| (iv) | shared power to dispose or to direct the disposition of: 4,348,700 | |||||||||
| OBH Inc. | ||||||||||
| (a) | Amount beneficially owned: | |||||||||
| 4,348,700 | ||||||||||
| (b) | Percent of Class: | |||||||||
| 8.66 | ||||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | sole power to vote or to direct the vote: -0- | |||||||||
| (ii) | shared power to vote or to direct the vote: 4,348,700 | |||||||||
| (iii) | sole power to dispose or to direct the disposition of: -0- | |||||||||
| (iv) | shared power to dispose or to direct the disposition of: 4,348,700 | |||||||||
| National Indemnity Company | ||||||||||
| (a) | Amount beneficially owned: | |||||||||
| 4,348,700 | ||||||||||
| (b) | Percent of Class: | |||||||||
| 8.66 | ||||||||||
| Page 12 of 15 |
| (c) | Number of shares as to which such person has: | |||||||
| (i) | sole power to vote or to direct the vote: -0- | |||||||
| (ii) | shared power to vote or to direct the vote: 4,348,700 | |||||||
| (iii) | sole power to dispose or to direct the disposition of: -0- | |||||||
| (iv) | shared power to dispose or to direct the disposition of: 4,348,700 | |||||||
| GEICO Corporation | ||||||||
| (a) | Amount beneficially owned: 4,348,700 |
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| (b) | Percent of Class: 8.66 |
|||||||
| (c) | Number of shares as to which such person has: | |||||||
| (i) | sole power to vote or to direct the vote: -0- | |||||||
| (ii) | shared power to vote or to direct the vote: 4,348,700 | |||||||
| (iii) | sole power to dispose or to direct the disposition of: -0- | |||||||
| (iv) | shared power to dispose or to direct the disposition of: 4,348,700 | |||||||
| Page 13 of 15 |
| Government Employees Insurance Company | ||||||||||
| (a) | Amount beneficially owned: 4,348,700 |
|||||||||
| (b) | Percent of Class: 8.66 |
|||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | sole power to vote or to direct the vote: -0- | |||||||||
| (ii) | shared power to vote or to direct the vote: 4,348,700 | |||||||||
| (iii) | sole power to dispose or to direct the disposition of: -0- | |||||||||
| (iv) | shared power to dispose or to direct the disposition of: 4,348,700 | |||||||||
| Item 5. |
Ownership of Five Percent or Less of a Class: Not Applicable |
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| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: Not Applicable |
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| Item 7. |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: See Exhibit A | |||||||||
| Item 8. |
Identification and Classification of Members of the Group: See Exhibit A |
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Page 13 of 15
| Page 14 of 15 |
| Item 9. |
Notice of Dissolution of Group:
Not Applicable |
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| Item 10. |
Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. |
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SIGNATURE
After reasonable 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.
| Dated this 10th day of July, 2003 |
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| By: | /s/ WARREN E. BUFFETT |
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| Warren E. Buffett | ||||||||
| BERKSHIRE HATHAWAY INC. |
OBH INC. | |||||||
| By: | /s/ WARREN E. BUFFETT |
By: | /s/ WARREN E. BUFFETT | |||||
| Warren E. Buffett Chairman of the Board |
Warren E. Buffett Chairman of the Board | |||||||
| NATIONAL INDEMNITY COMPANY |
GEICO CORPORATION | |||||||
| By: | /s/ WARREN E. BUFFETT |
By: | /s/ WARREN E. BUFFETT | |||||
| Warren E. Buffett | Warren E. Buffett | |||||||
| Page 15 of 15 | ||||
| Chairman of the Board
GOVERNMENT EMPLOYEES INSURANCE COMPANY |
Chairman of the Board | |||||||
| By: | /s/ WARREN E. BUFFETT |
|||||||
| Warren E. Buffett Chairman of the Board |
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Exhibit A
MEMBERS OF FILING GROUP
PARENT HOLDING COMPANY:
Berkshire Hathaway Inc.
OBH Inc.
GEICO Corporation
Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.)
RELEVANT SUBSIDIARIES THAT ARE INSURANCE COMPANIES AS DEFINED IN SECTION 3(a)(19) OF THE ACT:
National Indemnity Company
Government Employees Insurance Company
Exhibit B
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned persons agree and consent to the joint filing on their behalf of this Amendment No. 5 to Schedule 13G in connection with their beneficial ownership of the Common Stock of Great Lakes Chemical Corporation.
| Dated: July 10, 2003 |
/s/ WARREN E. BUFFETT | |||||||
| Warren E. Buffett | ||||||||
| BERKSHIRE HATHAWAY INC. | ||||||||
| Dated: July 10, 2003 |
/s/ WARREN E. BUFFETT | |||||||
| By: | Warren E. Buffett | |||||||
| Title: | Chairman of the Board | |||||||
| OBH, INC. | ||||||||
| Dated: July 10, 2003 |
/s/ WARREN E. BUFFETT | |||||||
| By: | Warren E. Buffett | |||||||
| Title: | Chairman of the Board | |||||||
| NATIONAL INDEMNITY COMPANY | ||||||||
| Dated: July 10, 2003 |
/s/ WARREN E. BUFFETT | |||||||
| By: | Warren E. Buffett | |||||||
| Title: | Chairman of the Board | |||||||
| GEICO CORPORATION | ||||||||
| Dated: July 10, 2003 |
/s/ WARREN E. BUFFETT | |||||||
| By: | Warren E. Buffett | |||||||
| Title: | Chairman of the Board | |||||||
| GOVERNMENT EMPLOYEES INSURANCE COMPANY | ||||||||
| Dated: July 10, 2003 |
/s/ WARREN E. BUFFETT | |||||||
| By: | Warren E. Buffett | |||||||
| Title: | Chairman of the Board | |||||||