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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 19, 2000
Berkshire Hathaway Inc.
(Exact Name Of Registrant As Specified In Its Charter)
Delaware 001-14905 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)
Registrant's Telephone Number, Including Area Code: (402) 346-1400
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Item 5. Other Events.
On October 19, 2000, Berkshire Hathaway Inc. ("Berkshire
Hathaway") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Shaw Industries, Inc. ("Shaw ") and SII Acquisition, Inc. ("Merger Sub"), a
corporation which will be owned by an investor group comprised of Berkshire
Hathaway; Robert E. Shaw, Julian D. Saul and certain members of their immediate
families and certain family-related entities; and certain members of management
of Shaw. Pursuant to the Merger Agreement, Merger Sub will be merged with and
into Shaw, with Shaw as the surviving corporation in the merger (the "Surviving
Corporation"), and holders of Shaw's common stock, other than Merger Sub, will
have the right to receive $19.00 per share in cash, without interest, for each
share of Shaw common stock owned at the time of the merger.
In connection with and as contemplated by the Merger
Agreement, Berkshire Hathaway and Merger Sub entered into a contribution and
participation agreement (the "Contribution Agreement") with the other members of
the investor group. In accordance with the terms of the Contribution Agreement,
Berkshire Hathaway and the other members of the investor group will contribute
an aggregate amount of 17,996,838 shares of Shaw common stock and, in the case
of Berkshire Hathaway, $2,016,686,315 in cash to Merger Sub and, in exchange
therefor, will receive shares of Merger Sub common stock which, in the merger,
will be converted into shares of common stock of the Surviving Corporation.
In addition, in connection with and as contemplated by the
Merger Agreement, certain shareholders of Shaw holding in the aggregate
32,263,036 shares of Shaw common stock, representing 24.4% of the issued and
outstanding Shaw common stock, entered into a voting agreement with Berkshire
Hathaway (the "Voting Agreement"). Pursuant to the terms of the Voting
Agreement, the shareholders party thereto are required to vote their shares of
Shaw common stock in favor of the merger and against any third party proposal,
and such shareholders have granted Berkshire Hathaway an irrevocable proxy to
vote their shares of Shaw common stock at the special meeting of shareholders
called to consider and vote upon the merger and any other meeting of the Shaw
shareholders at which the merger is considered. In addition, pursuant to the
terms of the Voting Agreement, the shareholders party to it are restricted from
transferring or otherwise disposing of their Shaw shares.
In connection with the irrevocable proxy given to Berkshire
Hathaway under the Voting Agreement, Berkshire Hathaway has entered into an
investor voting agreement with Shaw (the "Investor Voting Agreement") under
which Berkshire Hathaway has agreed to vote an aggregate of 13,433,261 shares of
Shaw common stock, which are subject to both the Voting Agreement and the
Contribution Agreement, in the same proportion as the other shares of Shaw
common stock voting on the approval of the merger and the Merger Agreement are
voted on such matters.
Consummation of the transactions contemplated by the Merger
Agreement is subject to the approval of a majority of the outstanding shares of
Shaw common stock, the
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receipt of certain regulatory approvals and other customary conditions,
including expiration or termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Copies of the Merger Agreement, the Contribution Agreement,
the Voting Agreement and the Investor Voting Agreement are filed herewith as
Exhibits and are incorporated herein by reference. The description of such
agreements set forth herein is qualified in its entirety by reference to the
provisions of such agreements.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Agreement and Plan of Merger, dated as of
October 19, 2000, by and among SII
Acquisition, Inc., Shaw Industries, Inc.,
and Berkshire Hathaway.
99.2 Contribution and Participation Agreement,
dated as of October 19, 2000, by and among
SII Acquisition, Inc., Berkshire Hathaway
and the Continuing Holders.
99.3 Voting Agreement, dated as of October 19,
2000, by and among Berkshire Hathaway, SII
Acquisition, Inc. and certain Shaw
stockholders named therein.
99.4 Investor Voting Agreement, dated as of
October 19, 2000 by and between Berkshire
Hathaway Inc. and Shaw Industries, Inc.
99.5 Press Release, dated October 19, 2000, of
Berkshire Hathaway.
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.
Dated: October 24, 2000
BERKSHIRE HATHAWAY INC.
By: /s/ Marc D. Hamburg
Marc D. Hamburg
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
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99.1 Agreement and Plan of Merger, dated as of October 19, 2000, by
and among SII Acquisition, Inc., Shaw Industries, Inc., and
Berkshire Hathaway.
99.2 Contribution and Participation Agreement, dated as of October 19,
2000, by and among SII Acquisition, Inc., Berkshire Hathaway and
the Continuing Holders.
99.3 Voting Agreement, dated as of October 19, 2000, by and among
Berkshire Hathaway, SII Acquisition, Inc. and certain Shaw
stockholders named therein.
99.4 Investor Voting Agreement, dated as of October 19, 2000 by and
between Berkshire Hathaway and Shaw Industries, Inc.
99.5 Press Release, dated October 19, 2000, of Berkshire Hathaway.