EXHIBIT 4.14
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
4.625% SENIOR NOTES DUE 2013
OF BERKSHIRE HATHAWAY FINANCE CORPORATION,
UNCONDITIONALLY GUARANTEED BY BERKSHIRE HATHWAY INC.
As set forth in the Exchange Offer (as defined below), this Notice of
Guaranteed Delivery (or a facsimile hereof) or one substantially equivalent
hereto or the electronic form used by The Depository Trust Company ("DTC") for
this purpose must be used to accept the Exchange Offer of certificates for
4.625% Senior Notes Due 2013 the "Original Notes") of Berkshire Hathaway Finance
Corporation, a Delaware corporation (the "Company"), are not immediately
available to the registered holder of such Outstanding Notes, or if a
participant in DTC is unable to complete the procedures for book-entry transfer
on a timely basis of Outstanding Notes to the account maintained by J.P. Morgan
Trust Company, National Association (as successor to Bank One Trust Company,
N.A.) (the "Exchange Agent") at DTC, prior to 5:00 p.m., New York City time, on
[____], 2004, unless extended (the "Expiration Date"). This Notice of Guaranteed
Delivery (or a facsimile hereof) or one substantially equivalent hereto may be
delivered by mail (registered or certified mail is recommended), by facsimile
transmission, by hand or overnight carrier to the Exchange Agent. See "The
Exchange Offer--Procedures for Tendering Outstanding Bonds" in the Prospectus
(as defined below). Capitalized terms used herein and not defined herein have
the meanings assigned to them in the Exchange Offer.
The Exchange Agent for the Exchange Offer is:
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
Institutional Trust Services OH1-0184
1111 Polaris Parkway, Suite 1N
Columbus, OH 43240
Attn: Exchanges
Phone Number: 1-800-346-5153
Delivery of this Notice of Guaranteed Delivery to an address other than
as set forth above or transmission of this Notice of Guaranteed Delivery via a
facsimile number other than the number listed above will not constitute a valid
delivery.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution (as defined therein) under the
instructions thereto, such signature guarantee must appear in the applicable
space provided in the signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to Berkshire Hathaway Finance
Corporation, a Delaware corporation (the "Company"), the aggregate principal
amount of Outstanding Notes indicated below pursuant to the guaranteed delivery
procedures and upon the terms and subject to the conditions set forth in the
Prospectus dated [_____], 2004 (as the same may be amended or supplemented from
time to time, the "Prospectus") and in the related Letter of Transmittal (which
together with the Prospectus constitute the "Exchange Offer"), receipt of which
is hereby acknowledged.
The undersigned hereby represents, warrants and agrees that the
undersigned has full power and authority to tender, exchange, sell, assign, and
transfer the tendered Outstanding Notes and that the Company will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances when the tendered Outstanding Notes are
acquired by the Company as contemplated herein, and the tendered Outstanding
Notes are not subject to any adverse claims or proxies. The undersigned warrants
and agrees that the undersigned and each Beneficial Owner will, upon request,
execute and deliver any additional documents deemed by the Company or the
Exchange Agent to be necessary or desirable to complete the tender, exchange,
sale, assignment and transfer of the tendered Outstanding Notes, and that the
undersigned will comply with its obligations under the Registration Rights
Agreement. The undersigned has read and agrees to all of the terms of the
Exchange Offer.
BY TENDERING OUTSTANDING NOTES AND EXECUTING THIS NOTICE OF GUARANTEED
DELIVERY, THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT (i) NEITHER THE
UNDERSIGNED NOR ANY BENEFICIAL OWNER(S) IS AN "AFFILIATE" OF THE COMPANY as
defined in Rule 405 under of the Securities Act, (ii) ANY EXCHANGE NOTES TO BE
RECEIVED BY THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S) ARE BEING ACQUIRED BY
THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S) IN THE ORDINARY COURSE OF BUSINESS
OF THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S), (iii) THE UNDERSIGNED AND EACH
BENEFICIAL OWNER HAVE NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO
PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF
EXCHANGE NOTES TO BE RECEIVED IN THE EXCHANGE OFFER, (iv) THE UNDERSIGNED OR ANY
SUCH BENEFICIAL OWNER IS NOT ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A
DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH EXCHANGE NOTES
AND (V) THE UNDERSIGNED IS NOT ACTING ON BEHALF OF ANY PERSON OR ENTITY THAT
COULD NOT TRUTHFULLY MAKE THESE STATEMENTS. IF THE UNDERSIGNED IS A
BROKER-DEALER, IT ACKNOWLEDGES THAT IT WILL DELIVER A COPY OF THE PROSPECTUS IN
CONNECTION WITH ANY RESALE OF THE EXCHANGE NOTES.
All questions as to the form of documents, validity, eligibility
(including time of receipt) and acceptance for exchange of tendered Outstanding
Notes will be determined by the Company, in its sole discretion, whose
determination shall be final and binding on all parties. The Company reserves
the absolute right, in its sole and absolute discretion, to reject any and all
tenders determined by the Company not to be in proper form or the acceptance of
which, or exchange for, may, in the view of the Company or its counsel, be
unlawful.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, executors,
administrators, personal representatives, trustees in bankruptcy, legal
representatives, successors and assigns of the undersigned.
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Name(s) of Registered Holder(s): _______________________________________________
________________________________________________________________________________
Please Print
Address(es): ___________________________________________________________________
___________________________________________________________________
Area Code and Tel. No(s): ______________________________________________________
x__________________________________________________
x__________________________________________________
Signature(s) of Owner(s) or Authorized Signatory
Must be signed by the registered holder(s) of the tendered Outstanding
Notes as their name(s) appear(s) on certificates for such tendered Outstanding
Notes, or on a security position listing, or by person(s) authorized to become
registered holder(s) by endorsement and documents transmitted with this Notice
of Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below.
Aggregate Principal
Certificate No(s) Amount Represented Aggregate Principal
(if available) by Certificate Amount Tendered
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If Outstanding Notes will be delivered by book-entry transfer to The
Depository Trust Company, provide the following information:
Signature: _____________________________________________________________________
Account Number :________________________________________________________________
Date:___________________________________________________________________________
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm or other entity identified in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker, government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees delivery to the
Exchange Agent, at one of its addresses set forth above, either certificates for
the Outstanding Notes tendered hereby, in proper form for transfer, or
confirmation of the book-entry transfer of such Outstanding Notes to the
Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to
the procedures for book-entry transfer set forth in the Prospectus, in either
case together with one or more properly completed and duly executed Letter(s) of
Transmittal (or facsimile thereof or an Agent's Message in lieu thereof) and any
other documents required by the Letter of Transmittal, all within three (3)
business days after the date of execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must communicate the guarantee to
the Exchange Agent and must deliver the Letter of Transmittal and certificates
for the Outstanding Notes tendered hereby to the Exchange Agent within the time
period shown hereon and that failure to do so could result in a financial loss
to the undersigned.
________________________________ _____________________________________
Firm Authorized Signature
________________________________ Name: _______________________________
Address (Please Type or Print)
________________________________ Title: _______________________________
Zip Code
Dated: _________________________, 2004
Area Code and Tel. No.:_________________________________________________________
DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS NOTICE OF
GUARANTEED DELIVERY. ACTUAL SURRENDER OF OUTSTANDING NOTES MUST BE MADE PURSUANT
TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENT.
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