SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
GEICO CORPORATION
(Name of the Issuer)
BERKSHIRE HATHAWAY INC.
HPKF INC.
GEICO CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, $1.00 par value
(Title of Class of Securities)
36158210 9
(CUSIP Number of Class of Securities)
Marc D. Hamburg Rosalind A. Phillips
Berkshire Hathaway Inc. GEICO Corporation
1440 Kiewit Plaza One GEICO Plaza
Omaha, NE 68131 Washington, DC 20076
(402) 346-1400 (301) 986-3000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
Copies to:
John B. Frank, Esq. Robert A. Kindler, Esq.
Munger, Tolles & Olson Cravath, Swaine & Moore
355 South Grand Avenue Worldwide Plaza
Los Angeles, CA 90071 825 Eighth Avenue
(213) 683-9100 New York, NY 10019
(212) 474-1000
This statement is filed in connection with (check the appropriate box):
a.[X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b.[ ] The filing of a registration statement under the Securities
Act of 1933.
c.[ ] A tender offer
d.[ ] None of the above
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies.[X]
Calculation of Filing Fee
Transaction Valuation Amount of Filing Fee
$2,329,042,310* $465,808.46
- -----------------------------
* For purposes of calculation of fee only. This amount assumes the
purchase of 33,272,033 shares of Common Stock, par value $1.00 per
share, of GEICO Corporation at $70 net in cash per share. The
amount of the filing fee calculated in accordance with Rule 0-11
equals 1/50 of 1% of the value of the shares to be purchased.
|X| Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number or the Form or Schedule and the date
of its filing.
Amount Previously Paid: $465,808.46 Filing Party: GEICO Corporation
Form or Registration No: Schedule 14A Date Filed: October 5, 1995
This Rule 13E-3 Transaction Statement (the "Statement")
relates to a proposal to approve and adopt an Agreement and Plan of
Merger (the "Merger Agreement") dated as of August 25, 1995, among
Berkshire Hathaway Inc., a Delaware corporation ("Berkshire"), HPKF
Inc., a Delaware corporation ("Sub") and GEICO Corporation, a Delaware
corporation (the "Company"), and the merger of Sub with and into the
Company upon the terms and subject to the conditions set forth in the
Merger Agreement (the "Merger"). This Statement is intended to satisfy
the reporting requirements of Section 13(e) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), if and to the extent
they are deemed to be applicable to this transaction. The filing of
this Statement shall not be construed as an admission by the Company
or Berkshire that the Company is "controlled by" Berkshire or that
Berkshire is an "affiliate" of the Company within the meaning of Rule
13e-3 under Section 13(e) of the Exchange Act. A copy of the Merger
Agreement has been filed by the Company as Appendix A to the proxy
statement (the "Proxy Statement") filed as Exhibit (d) to this
Statement.
The cross-reference sheet below is being supplied pursuant
to General Instruction F to Schedule 13E-3 and shows the location in
the Proxy Statement of the information required to be included in
response to the items of this Statement. The information in the Proxy
Statement, including all appendices hereto, is hereby expressly
incorporated herein by reference and the responses to each item in
this Statement are qualified in their entirety by the information
contained in the Proxy Statement and such appendices. Capitalized
terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Proxy Statement.
Item 1. Issuer and Class of Security Subject to the Transaction.
(a) The information set forth in "SUMMARY--The Parties"
and "THE COMPANY" is incorporated herein by reference.
(b) The information set forth on the cover page of the
Proxy Statement and in "THE SPECIAL MEETING--Record
Date and Voting" is incorporated herein by
reference.
(c)-(d) The information set forth in "AVAILABLE INFORMATION"
and "MARKET PRICE AND DIVIDEND INFORMATION" is
incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in "CERTAIN TRANSACTIONS
IN THE COMMON STOCK" is incorporated herein by
reference.
Item 2. Identity and Background.
(a)-(d),(g) The information set forth in "ADDITIONAL INFORMATION",
"SUMMARY", "BERKSHIRE", "SECURITY OWNERSHIP OF
MANAGEMENT AND CERTAIN BENEFICIAL OWNERS" and
Appendix D to the Proxy Statement is incorporated
herein by reference.
(e) Negative.
(f) Negative.
Item 3. Past Contacts, Transactions or Negotiations.
(a)(1) Not applicable.
(a)(2) The information set forth in "SPECIAL FACTORS--
Background of the Transaction" is incorporated
herein by reference.
(b) The information set forth in "SPECIAL FACTORS--
Background of the Transaction" is incorporated
herein by reference.
Item 4. Terms of the Transaction.
(a) The information set forth in "SUMMARY" and "THE
MERGER AGREEMENT" is incorporated herein by
reference.
(b) The information set forth in "SUMMARY", "SPECIAL
FACTORS-- Source and Amount of Funds", and
"--Interests of Certain Persons in the
Transaction", and "THE MERGER AGREEMENT-- The
Merger" is incorporated herein by reference.
Item 5. Plans or Proposals of the Issuer or Affiliate.
(a) Not applicable.
(b) Not applicable.
(c) The information set forth in "SPECIAL FACTORS--
Interests of Certain Persons in the Transaction",
"THE MERGER AGREEMENT- The Merger" and "-Employee
Benefits Plans" and "CERTAIN EFFECTS OF THE MERGER;
OPERATIONS OF THE COMPANY AFTER THE MERGER" is
incorporated herein by reference.
(d)-(g) The information set forth in "CERTAIN EFFECTS OF
THE MERGER; OPERATIONS OF THE COMPANY AFTER THE
MERGER" is incorporated herein by reference.
Item 6. Source and Amount of Funds or Other Consideration.
(a) The information set forth in "SPECIAL FACTORS-Source
and Amount of Funds" and "THE MERGER AGREEMENT-The
Merger" is incorporated herein by reference.
(b) The information set forth in "SUMMARY-Source and
Amount of Funds", "SPECIAL FACTORS-Source and
Amount of Funds" and "THE MERGER
AGREEMENT-Expenses" is incorporated herein by
reference.
(c) Not applicable.
(d) Not applicable.
Item 7. Purpose(s), Alternatives, Reasons and Effects.
(a)-(b) The information set forth in "SPECIAL FACTORS-Purpose
of the Transaction" and "-Background of the
Transaction" is incorporated herein by reference.
(c) The information set forth in "SPECIAL FACTORS-Background
of the Transaction" and "-Reasons for the
Transaction" is incorporated herein by reference.
(d) The information set forth in "SUMMARY-Certain Federal
Income Tax Consequences", "-The Merger Agreement",
"SPECIAL FACTORS-Certain Federal Income Tax
Consequences", "THE MERGER AGREEMENT-The Merger"
and "CERTAIN EFFECTS OF THE MERGER; OPERATIONS OF
THE COMPANY AFTER THE MERGER" is incorporated
herein by reference.
Item 8. Fairness of the Transaction.
(a) The information set forth in "SUMMARY-Recommendation
of the Board", "-Interests of Certain Persons in
the Transaction", "SPECIAL FACTORS-Reasons for the
Transaction" and "-Interests of Certain Persons In
the Transaction" is incorporated herein by
reference.
(b) The information set forth in "SUMMARY-Recommendation
of the Board" and "SPECIAL FACTORS-Reasons for the
Transaction" are incorporated herein by reference.
(c) The information set forth in "SUMMARY-The Special
Meeting", "THE SPECIAL MEETING-Vote Required;
Revocability of Proxies" is incorporated herein by
reference.
(d) The information set forth in "SPECIAL FACTORS-Background
of the Transaction" and "-Reasons for the
Transaction" is incorporated herein by reference.
(e) The information set forth in "SUMMARY-Recommendation
of the Board" and "SPECIAL FACTORS-Background of the
Transaction" and "-Reasons for the Transaction" is
incorporated herein by reference.
(f) Not applicable.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a)-(b) The information set forth in"SUMMARY-Opinion of
Financial Advisor" and "SPECIAL FACTORS-Background
of the Transaction", "-Reasons for the Transaction"
and "-Opinion of Financial Advisor" is incorporated
herein by reference.
(c) The information set forth in "SPECIAL FACTORS-Opinion
of Financial Advisor" is incorporated herein by
reference.
Item 10. Interest in Securities of the Issuer.
(a)-(b) The information set forth in "SUMMARY-The Parties",
"SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN
BENEFICIAL OWNERS", "CERTAIN TRANSACTIONS IN THE
COMMON STOCK" and Appendix D to the Proxy Statement
is incorporated herein by reference.
Item 11. Contracts, Arrangements or Understandings With Respect to the
Issuer's Securities.
The information set forth in "SUMMARY-The Berkshire
Proxy Agreement" and "SPECIAL FACTORS-Background of
the Transaction" is incorporated herein by
reference.
Item 12. Present Intention and Recommendations of Certain Persons With
Regard to the Transaction.
(a) The information set forth in "SUMMARY-The Special
Meeting", "-The Berkshire Proxy Agreement",
"-Security Ownership of Management and Certain
Beneficial Owners" and "THE SPECIAL MEETING-Vote
Required; Revocability of Proxies" is incorporated
herein by reference.
(b) The information set forth in "SUMMARY-Recommendation
of the Board" and "SPECIAL FACTORS-Reasons for the
Transaction" is incorporated herein by reference.
Item 13. Other Provisions of the Transaction.
(a) The information set forth in "SUMMARY-Appraisal
Rights" and "THE SPECIAL MEETING-Appraisal Rights"
is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
Item 14. Financial Information.
(a) The information set forth in the Company's Annual
Report on Form 10-K for the year ended December 31,
1994 and Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995, and June 30, 1995 is
incorporated herein by reference.
(b) Not applicable.
Item 15. Persons and Assets Employed, Retained or Utilized.
(a)-(b) The information set forth in "SUMMARY-Solicitation
of Proxies" and "THE SPECIAL MEETING-Solicitation of
Proxies" is incorporated herein by reference.
Item 16. Additional Information.
The information set forth in the Proxy Statement and
the Appendices thereto is incorporated herein by
reference.
Item 17. Material to be Filed as Exhibits.
(a) Not applicable.
(b)(1) Fairness opinion of Morgan Stanley (incorporated
herein by reference to Appendix B to the Proxy
Statement).
(b)(2) Fairness opinion material prepared by Morgan Stanley.
(c)(1) Berkshire Proxy Agreement.
(c)(2) Merger Agreement (incorporated herein by reference to
Appendix A to the Proxy Statement).
(d) Proxy Statement and related Notice of Special Meeting,
letter to stockholders and proxy card (incorporated
herein by reference to the Proxy Statement and
related materials filed by the Company on Schedule
14A).
(e) Full text of Section 262 of the DGCL (incorporated
herein by reference to Appendix C to the Proxy
Statement).
(f) Not applicable.
SIGNATURE
After due inquiry and to the best of its knowledge and belief,
each of the undersigned certify that the information set forth in
this statement is true, complete and correct.
BERKSHIRE HATHAWAY INC.
by: /s/ Marc D. Hamburg
------------------------
(Signature)
Date: October 5, 1995
Marc D. Hamburg
Vice President, Chief Executive
Office and Treasurer
HPKF INC.
by: /s/ Marc D. Hamburg
------------------------
(Signature)
Date: October 5, 1995
Marc D. Hamburg
Vice President
GEICO CORPORATION
by: /s/ W. Alvon Sparks, Jr.
--------------------------
(Signature)
Date: October 5, 1995
W. Alvon Sparks, Jr.
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Page No.
(a) Not applicable
(b)(1) Fairness opinion of Morgan Stanley (incorporated
herein by reference to Appendix B to the Proxy
Statement).
(b)(2) Fairness opinion material prepared by Morgan Stanley.
(c)(1) Berkshire Proxy Agreement.
(c)(2) Merger Agreement (incorporated herein by reference
to Appendix A to the Proxy Statement).
(d) Proxy Statement and related Notice of Special
Meeting, letter to stockholders and proxy card
(incorporated herein by reference to the Proxy
Statement and related materials filed by the
Company on Schedule 14A).
(e) Full text of Section 262 of the DGCL
(incorporated herein by reference to Appendix C
to the Proxy Statement).
(f) Not applicable.