SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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).
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[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: $118,023
Form or Registration No.: Schedule TO
Filing Party: Berkshire Hathaway Inc. and BX Merger Sub Inc.
Date Filed: August 14, 2001
[ ] 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 Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO filed by Berkshire Hathaway Inc., a Delaware corporation
("Berkshire"), and BX Merger Sub Inc., a Delaware corporation ("Purchaser") and
wholly owned subsidiary of Berkshire, on August 14, 2001, as amended and
supplemented by Amendment No. 1 filed by Berkshire and Purchaser on August 27,
2001 (such Tender Offer Statement, together with such Amendment No. 1, the
"Schedule TO").
The Schedule TO relates to the offer by Purchaser to purchase all of the
outstanding Common Stock, par value $0.50 per share, of XTRA Corporation, a
Delaware corporation (the "Company"), at a purchase price of $55.00 per Share in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase and in the related Letter of Transmittal (which together with the Offer
to Purchase, and any amendments and supplements thereto, collectively constitute
the "Offer").
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO is hereby amended and supplemented by including
the following information:
Purchaser and Berkshire have extended the Expiration Date of the Offer
until 5:00 p.m., Eastern time, on September 14, 2001.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by including
the following:
(a)(9) Text of press release issued by Berkshire, dated September 11, 2001.
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
____________________________________
Name: Marc D. Hamburg
Title: President, Secretary and
Treasurer
BERKSHIRE HATHAWAY INC.
By /s/ Marc D. Hamburg
____________________________________
Name: Marc D. Hamburg
Title: Vice President and
Chief Financial Officer
Dated: September 12, 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 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.
(a) (9) Text of press release issued by Berkshire, dated September 11,
2001.
*(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).
*Previously filed