EXHIBIT 4.10
BERKSHIRE HATHAWAY FINANCE CORPORATION
OFFER TO EXCHANGE
$750,000,000 PRINCIPAL AMOUNT OF ITS 4.625% SENIOR NOTES DUE 2013
UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHAWAY INC., WHICH HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL 4.625% SENIOR
NOTES DUE 2013, UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHWAY INC.
[______], 2004
To Our Clients:
Enclosed for your consideration are the Prospectus, dated
[_____], 2004 (as the same may be amended and supplemented from time to time,
the "Prospectus"), and the related Letter of Transmittal (which together with
the Prospectus constitute the "Exchange Offer"), in connection with the offer by
Berkshire Hathaway Finance Corporation, a Delaware corporation (the "Company"),
to exchange the Company's new 4.625% Senior Notes Due 2013 (the "Exchange
Notes") which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for any and all of the Company's outstanding 4.625%
Senior Notes Due 2013 (the "Outstanding Notes"), upon the terms and subject to
the conditions set forth in the Exchange Offer. The Exchange Offer will expire
at 5:00 p.m. New York City time, on [____], 2004, unless extended (the
"Expiration Date").
We are holding Outstanding Notes for your account. An exchange
of the Outstanding Notes can be made only by us and pursuant to your
instructions. The Letter of Transmittal is furnished to you for your information
only and cannot be used by you to exchange the Outstanding Notes held by us for
your account. The Exchange Offer provides a procedure for holders to tender by
means of guaranteed delivery.
We request information as to whether you wish us to exchange
any or all of the Outstanding Notes held by us for your account upon the terms
and subject to the conditions of the Exchange Offer.
Your attention is directed to the following;
1. The forms and terms of the Exchange Notes are the same in all
material respects as the forms and terms of the Outstanding
Notes (which they replace), except that the Exchange Notes
have been registered under the Securities Act. The Exchange
Notes will bear interest from the most recent interest payment
date to which interest has been paid on the Outstanding Notes
or, if no interest has been paid, from October 6, 2003.
2. Based on an interpretation by the staff of the Division of
Corporation Finance of the Securities and Exchange Commission
(the "SEC"), as set forth in certain interpretive letters
addressed to third parties in other transactions, Exchange
Notes issued pursuant to the Exchange Offer in exchange for
Outstanding Notes may be offered for resale, resold and
otherwise transferred by a holder thereof (other than a holder
which is an "affiliate" of the Company within the meaning of
Rule 405 under the Securities Act or a "broker" or "dealer
registered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) without compliance with the
registration and prospectus delivery provisions of the
Securities Act, provided that such Exchange Notes are acquired
in the ordinary course of such holder's business and such
holder is not engaging, does not intend to engage, and has no
arrangement or understanding with any person to participate,
in the distribution of such Exchange Notes. See "Shearman &
Sterling," SEC No-Action Letter (available July 2. 1993),
"Morgan Stanley & Co., Inc.," SEC No-Action Letter (available
June 5, 1991) and "Exxon Capital Holdings Corporation," SEC
No-Action Letter (available May 13. 1988). Accordingly, each
broker-dealer that receives Exchange Notes for its own account
pursuant to the Exchange Offer must acknowledge that it will
deliver a Prospectus in connection with any resale of those
Exchange Notes.
3. The Exchange Offer is not conditioned on any minimum aggregate
principal amount of Outstanding Notes being tendered.
Outstanding Notes may be tendered by each holder in a minimum
aggregate principal amount of $1,000 and integral multiples of
$1,000 in excess thereof.
4. Notwithstanding any other provisions of the Exchange Offer, or
any extension of the Exchange Offer, the Company will not be
required to accept for exchange, or to exchange any Exchange
Notes for, any Outstanding Notes and may terminate the
Exchange Offer (whether or not any Outstanding Notes have been
accepted for exchange) or may waive any conditions to or amend
the Exchange Offer, if any of the conditions described in the
Prospectus under "The Exchange Offer--Conditions to the
Exchange Offer" have occurred or exist or have not been
satisfied.
5. Tendered Outstanding Notes may be withdrawn at any time prior
to 5:00 p.m., New York City time, on the Expiration Date, if
such Outstanding Notes have not previously been accepted for
exchange pursuant to the Exchange Offer.
6. Any transfer taxes applicable to the exchange of Outstanding
Notes pursuant to the Exchange Offer will be paid by the
Company, except as otherwise provided in the Letter of
Transmittal.
If you wish to have us tender any or all of your Outstanding
Notes, please so instruct us by completing and returning to us the instruction
form attached hereto. If you authorize a tender of your Outstanding Notes, the
entire principal amount of Outstanding Notes held for your account will be
tendered unless otherwise specified on the instruction form. Your instructions
should be forwarded to us in ample time to permit us to submit a tender on your
behalf by the Expiration Date.
The Exchange Offer is not being made to, nor will tenders be
accepted from or on behalf of, holders of the Outstanding Notes in any
jurisdiction in which the making of the Exchange Offer or acceptance thereof
would not he in compliance with the laws of such jurisdiction or would otherwise
not he in compliance with any provision of any applicable securities law.
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