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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
XTRA CORPORATION
(Name of Subject Company (Issuer))
BX MERGER SUB INC. (OFFEROR)
BERKSHIRE HATHAWAY INC. (OFFEROR PARENT)
(Names of Filing Persons (identifying status as offeror, issuer or other
person))
COMMON STOCK, PAR VALUE $0.50 PER SHARE
(Title of Class of Securities)
984138107
(CUSIP Number of Class of Securities)
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MARC D. HAMBURG
VICE PRESIDENT
BERKSHIRE HATHAWAY INC.
1440 KIEWIT PLAZA
OMAHA, NE 68131
TELEPHONE: (402) 346-1400
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
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COPY TO:
R. GREGORY MORGAN, ESQ.
MUNGER, TOLLES & OLSON LLP
355 SOUTH GRAND AVENUE
LOS ANGELES, CA 90071
TELEPHONE: (213) 683-9100
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$590,110,973 $118,023
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* Estimated for purposes of calculating the amount of the filing fee only. The
amount assumes the purchase of a total of (i) 10,506,973 shares of the
outstanding common stock, par value $0.50 per share, of the Subject Company
("Subject Company Common Stock") at an offer price of $55.00 per share and (ii)
1,075,414 shares of Subject Company Common Stock issuable upon exercise of
options on Subject Company Common Stock outstanding as of July 30, 2001, and
exercisable at an average exercise price of $43.63 per share (according to the
Subject Company).
[ ]Check the 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: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[ ]Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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This Tender Offer Statement on Schedule TO (this "Schedule TO") is filed
by BX Merger Sub Inc., a Delaware corporation ("Purchaser") and a wholly owned
subsidiary of Berkshire Hathaway Inc., a Delaware corporation ("Berkshire").
This Schedule TO relates to the offer by Purchaser to purchase any and all of
the outstanding shares of common stock, par value $0.50 per share (the
"Shares"), of XTRA Corporation, a Delaware corporation (the "Company"), at a
purchase price of $55.00 per Share, upon the terms and subject to the conditions
set forth in the Offer to Purchase (the "Offer to Purchase") and in the related
Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)
and (a)(2) (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"). The information set forth in the Offer to
Purchase and the related Letter of Transmittal is incorporated herein by
reference with respect to Items 1-11 of this Schedule TO. The Agreement and
Plan of Merger, dated as of July 30, 2001, among the Company, Purchaser, and
Berkshire, a copy of which is attached as Exhibit (d)(1) hereto and the
Stockholders Agreement, dated as of July 30, 2001, among Berkshire, Purchaser,
Tiger Management L.L.C., Tiger Performance L.L.C., Tiger Management Corporation
and Julian H. Robertson, Jr., a copy of which is attached as Exhibit (d)(2)
hereto, are incorporated herein by reference with respect to Items 5 and 11 of
Schedule TO.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS.
None of Berkshire, Purchaser nor, to the best of their knowledge, any of
the persons listed on Schedule I to the Offer to Purchase has during the last
five years (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to any judicial or
administrative proceeding (except for matters that were dismissed without
sanction or settlement) that resulted in a judgment, decree or final order
enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws or a finding of any violation of
such laws.
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase, dated August 14, 2001.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) Text of joint press release issued by Berkshire and the Company dated
July 31, 2001 (incorporated by reference from the Tender Offer Statement
on Schedule TO filed by Berkshire with the Securities and Exchange Commission
on July 31, 2001).
(a)(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(8) Form of summary advertisement, dated August 14, 2000.
(b) None.
(c) Not applicable.
(d)(1) Agreement and Plan of Merger, dated as of July 30, 2001, among
Berkshire, Purchaser and the Company (incorporated herein by reference to the
Current Report on Form 8-K filed by the Company with the Securities and Exchange
Commission on July 31, 2001).
(d)(2) Stockholders Agreement, dated as of July 30, 2001, among Berkshire,
Purchaser and 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 the Company with the Securities and
Exchange Commission on July 31, 2001).
(e) Not applicable.
(f) Not applicable.
(g) None.
(h) None.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
BX MERGER SUB INC.
By: /s/ Marc D. Hamburg
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Name: Marc D. Hamburg
Title: President, Secretary and Treasurer
BERKSHIRE HATHAWAY INC.
By: /s/ Marc D. Hamburg
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Name: Marc D. Hamburg
Title: Vice President and Chief Financial Officer
Dated: August 14, 2001
EXHIBIT INDEX
(a)(1) Offer to Purchase, dated August 14, 2001.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(6) Text of joint press release issued by Berkshire and the Company dated
July 30, 2001 (incorporated by reference from the Tender Offer Statement on
Schedule TO filed by Berkshire with the Securities and Exchange Commission on
July 31, 2001).
(a)(7) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(8) Form of summary advertisement, dated August 14, 2000.
(d)(1) Agreement and Plan of Merger, dated as of July 30, 2001, among Berkshire,
Purchaser and the Company (incorporated herein by reference to the Current
Report on Form 8-K filed by the Company with the Securities and Exchange
Commission on July 31, 2001).
(d)(2) Stockholder Agreement, dated as of December 19, 2000, among Berkshire,
Purchaser and 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 the Company with the Securities and
Exchange Commission on July 31, 2001).