SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) July 30, 2001
BERKSHIRE HATHAWAY INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-04905 47-0813844
(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1440 Kiewit Plaza
Omaha, Nebraska 68131
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(402) 346-1400
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
ITEM 5. OTHER EVENTS
On July 30, 2001, Berkshire Hathaway Inc., a Delaware corporation
("Berkshire"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), by and among Berkshire, BX Merger Sub Inc., a Delaware corporation
and a wholly owned subsidiary of Berkshire ("Purchaser"), and XTRA Corporation,
a Delaware corporation ("XTRA").
Pursuant to the Merger Agreement, Purchaser will offer to purchase, through
a cash tender offer, all of the outstanding shares of the common stock of XTRA
for $55.00 per share. The cash tender will commence on August 14, 2001, and is
not subject to any financing conditions. Following the tender offer, subject to
the terms of the Merger Agreement, Purchaser will merge with XTRA. In the
merger, XTRA's stockholders will receive $55.00 per share in cash for each share
of XTRA common stock. The offer is conditioned upon, among other things, there
being tendered and not withdrawn prior to the expiration date of the tender
offer a majority of the outstanding shares of XTRA common stock on a fully
diluted basis. The tender offer will expire twenty business days after it is
commenced, but it may be extended, or a subsequent offering period may be
offered, each under certain circumstances. The acquisition is subject to
regulatory approval under the Hart-Scott-Rodino Antitrust Improvements Act and,
to the extent applicable similar Canadian and Mexican antitrust laws, and to
other customary conditions.
XTRA's Board of Directors unanimously approved the Merger Agreement. Tiger
Management L.L.C., Tiger Performance L.L.C., Tiger Management Corporation and
Julian H. Robertson, Jr. (the "Stockholders"), who together own beneficially
approximately 30% of the outstanding shares of XTRA common stock, have agreed,
pursuant to a Stockholders Agreement, dated as of July 30, 2001 (the
"Stockholders Agreement"), among Berkshire, Purchaser and the Stockholders, to
tender all of their shares in the tender offer, to vote all of their shares in
favor of the merger and against any alternative acquisition proposal, and not to
participate in discussions or negotiations for any alternative acquisition
proposal. In addition, the Stockholders have granted Berkshire and Purchaser an
option on their shares, with such option becoming exercisable under certain
conditions.
A copy each of the Merger Agreement and the Stockholders Agreement were
filed with the Securities and Exchange Commission as exhibits to the Current
Report on 8-K filed by XTRA on July 31, 2001, and are incorporated herein by
reference. The foregoing descriptions of the Merger Agreement and the
Stockholders Agreement are qualified in their entirety by reference to the
Merger Agreement and Stockholders Agreement. A copy of the press release
announcing the transaction was filed by Berkshire with the Securities and
Exchange Commission under cover of a Tender Offer Statement on Schedule TO on
July 31, 2001, and is incorporated herein by reference.
ITEM 7. EXHIBITS
10.1 Agreement and Plan of Merger, dated as of July 30, 2001, by and among
Berkshire Hathaway Inc., BX Merger Sub Inc., and XTRA Corporation
(incorporated herein by reference to the Current Report on Form 8-K filed
by XTRA Corporation on July 31, 2001).
10.2 Stockholders Agreement, dated as of July 30, 2001, by and among Berkshire
Hathaway Inc., BX Merger Sub Inc., Julian H. Robertson, Jr., Tiger
Management Corporation, Tiger Management L.L.C. and Tiger Performance
L.L.C. (incorporated herein by reference to the Current Report on Form 8-K
filed by XTRA Corporation on July 31, 2001).
99.1 Press Release issued by Berkshire Hathaway Inc. and XTRA Corporation on
July 30, 2001 (incorporated herein by reference to the Tender Offer
Statement on Schedule TO filed by Berkshire Hathaway Inc. on July 31,
2001).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BERKSHIRE HATHAWAY INC.
/s/ Marc D. Hamburg
______________________________________________
Date: August 3, 2001 By: Marc D. Hamburg
Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
10.1 Agreement and Plan of Merger, dated as of July 30, 2001, by and among
Berkshire Hathaway Inc., BX Merger Sub Inc., Julian H. Robertson, Jr.,
Tiger Management Corporation, Tiger Management L.L.C. and Tiger Performance
L.L.C. (incorporated herein by reference to the Current Report on Form 8-K
filed by XTRA Corporation on July 31, 2001).
10.2 Stockholders Agreement, dated as of July 30, 2001, by and among Berkshire
Hathaway Inc., BX Merger Sub Inc., and certain stockholders of XTRA
Corporation (incorporated herein by reference to the Current Report on Form
8-K filed by XTRA Corporation on July 31, 2001).
99.1 Press Release issued by Berkshire Hathaway Inc. and XTRA Corporation on
July 30, 2001 (incorporated herein by reference to the Tender Offer
Statement on Schedule TO filed by Berkshire Hathaway Inc. on July 31,
2001).