-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TWeZVdbTvekiC+xEU1YKXesI1kOMEWEDhi52kKhtWSup3lXaDz03z212wYPdwkMn gTGLpIezfZ3XRjNO9/YUzw== 0000898430-02-003718.txt : 20021011 0000898430-02-003718.hdr.sgml : 20021011 20021011165938 ACCESSION NUMBER: 0000898430-02-003718 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021011 GROUP MEMBERS: BH COLUMBIA INC. GROUP MEMBERS: BH FINANCE LLC GROUP MEMBERS: COLUMBIA INSURANCE COMPANY GROUP MEMBERS: NATIONAL FIRE & MARINE INSURANCE COMPANY GROUP MEMBERS: NATIONAL INDEMNITY COMPANY GROUP MEMBERS: OBH, INC. GROUP MEMBERS: WARREN E. BUFFETT FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERKSHIRE HATHAWAY INC CENTRAL INDEX KEY: 0001067983 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 470813844 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1440 KIEWIT PLZ CITY: OMAHA STATE: NE ZIP: 68131 BUSINESS PHONE: 4023461400 MAIL ADDRESS: STREET 1: 1440 KIEWIT PLAZA CITY: OMAHA STATE: NE ZIP: 68131 FORMER COMPANY: FORMER CONFORMED NAME: NBH INC DATE OF NAME CHANGE: 19980810 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMDISCO HOLDING CO INC CENTRAL INDEX KEY: 0001179484 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER RENTAL & LEASING [7377] IRS NUMBER: 542066534 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78526 FILM NUMBER: 02787819 BUSINESS ADDRESS: STREET 1: 6111 N RIVER RD CITY: ROSEMONT STATE: IL ZIP: 60018 BUSINESS PHONE: 8476983000 MAIL ADDRESS: STREET 1: 6111 NORHT RIVER RD CITY: ROSEMONT STATE: IL ZIP: 60018 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D
 
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
SCHEDULE 13D
 
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
 
COMDISCO HOLDING COMPANY, INC.

(Name of Issuer)
 
COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)
 
200334100

(CUSIP Number)
 
MARC D. HAMBURG
BERKSHIRE HATHAWAY INC.
1440 KIEWIT PLAZA
OMAHA, NEBRASKA 68131
(402) 346-1400

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
 
October 1, 2002

(Date of Event Which Requires Filing of this Statement)
 
If the person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-(g), check the following box  ¨.
 
Note.    Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
(Continued on following pages)
 
(Page 1 of 13 pages)

 
1
 
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
CUSIP NO. 200334100
 
13D
 
2 OF 13 PAGES
 





  1.

 
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
 
Warren E. Buffett
   





  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  x
(b)  ¨
 





  3.

 
SEC Use Only
 
   





  4.

 
Source of Funds
 
N/A
   





  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨





  6.

 
Citizenship or Place of Organization
 
United States Citizen
   





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 
         0

  8.    Shared Voting Power
 
         1,471,852

  9.    Sole Dispositive Power
 
         0

10.    Shared Dispositive Power
 
         1,471,852



11.

 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,471,852
   





12.

 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 





13.

 
Percent of Class Represented by Amount in Row (11)
 
35.04%
   





14.

 
Type of Reporting Person*
 
HC, IN
   






 
CUSIP NO. 200334100
 
13D
 
3 OF 13 PAGES
 





  1.

 
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
 
Berkshire Hathaway Inc.
   





  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  x
(b)  ¨
 





  3.

 
SEC Use Only
 
   





  4.

 
Source of Funds
 
N/A
   





  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨





  6.

 
Citizenship or Place of Organization
 
Delaware
   





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 
         0

  8.    Shared Voting Power
 
         1,471,852

  9.    Sole Dispositive Power
 
         0

10.    Shared Dispositive Power
 
         1,471,852



11.

 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,471,852
   





12.

 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 





13.

 
Percent of Class Represented by Amount in Row (11)
 
35.04%
   





14.

 
Type of Reporting Person*
 
HC, CO
   






 
CUSIP NO. 200334100
 
13D
 
4 OF 13 PAGES
 





  1.

 
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
 
OBH, Inc.
   





  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  x
(b)  ¨
 





  3.

 
SEC Use Only
 
   





  4.

 
Source of Funds
 
N/A
   





  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨





  6.

 
Citizenship or Place of Organization
 
Delaware
   





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 
         0

  8.    Shared Voting Power
 
         1,471,852

  9.    Sole Dispositive Power
 
         0

10.    Shared Dispositive Power
 
         1,471,852



11.

 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,471,852
   





12.

 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 





13.

 
Percent of Class Represented by Amount in Row (11)
 
35.04%
   





14.

 
Type of Reporting Person*
 
CO
   






 
CUSIP NO. 200334100
 
13D
 
5 OF 13 PAGES
 





  1.

 
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
 
BH Columbia Inc.
   





  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  x
(b)  ¨
 





  3.

 
SEC Use Only
 
   





  4.

 
Source of Funds
 
N/A
   





  5.
 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨





  6.

 
Citizenship or Place of Organization
 
Nebraska
   





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 
         0

  8.    Shared Voting Power
 
         305,364

  9.    Sole Dispositive Power
 
         0

10.    Shared Dispositive Power
 
         305,364



11.

 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
305,364
   





12.

 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 





13.

 
Percent of Class Represented by Amount in Row (11)
 
7.27%
   





14.

 
Type of Reporting Person*
 
CO
   






CUSIP NO. 200334100
 
13D
 
6 OF 13 PAGES
 





  1.

 
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
 
Columbia Insurance Company
   





  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  x
(b)  ¨
 





  3.

 
SEC Use Only
 
   





  4.

 
Source of Funds
 
N/A            
   





  5.

 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨





  6.

 
Citizenship or Place of Organization
 
Nebraska            
   





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 
         0                

  8.    Shared Voting Power
 
         305,364                

  9.    Sole Dispositive Power
 
         0                

10.    Shared Dispositive Power
 
         305,364                



11.

 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
305,364            
   





12.

 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 





13.

 
Percent of Class Represented by Amount in Row (11)
 
7.27%            
   





14.

 
Type of Reporting Person*
 
IC, CO        
   






CUSIP NO. 200334100
 
13D
 
7 OF 13 PAGES
 





  1.

 
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
 
BH Finance LLC
   





  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  x
(b)  ¨
 





  3.

 
SEC Use Only
 
   





  4.

 
Source of Funds
 
N/A            
   





  5.

 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨





  6.

 
Citizenship or Place of Organization
 
Nebraska            
   





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 
         0                

  8.    Shared Voting Power
 
         305,364                

  9.    Sole Dispositive Power
 
         0                

10.    Shared Dispositive Power
 
         305,364                



11.

 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
305,364            
   





12.

 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 





13.

 
Percent of Class Represented by Amount in Row (11)
 
7.27%            
   





14.

 
Type of Reporting Person*
 
OO – Limited Liability Company        
   






 
CUSIP NO. 200334100
 
13D
 
8 OF 13 PAGES
 





  1.

 
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
 
National Indemnity Company
   





  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  x
(b)  ¨
 





  3.

 
SEC Use Only
 
   





  4.

 
Source of Funds
 
N/A            
   





  5.

 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨





  6.

 
Citizenship or Place of Organization
 
Nebraska            
   





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 
         0                

  8.    Shared Voting Power
 
         1,150,233                 

  9.    Sole Dispositive Power
 
         0                

10.    Shared Dispositive Power
 
         1,150,233                 



11.

 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,150,233             
   





12.

 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 





13.

 
Percent of Class Represented by Amount in Row (11)
 
27.38%            
   





14.

 
Type of Reporting Person*
 
IC, CO        
   






CUSIP NO. 200334100
 
13D
 
9 OF 13 PAGES
 





  1.

 
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
 
National Fire & Marine Insurance Company
   





  2.
 
Check the Appropriate Box if a Member of a Group*
 
(a)  x
(b)  ¨
 





  3.

 
SEC Use Only
 
   





  4.

 
Source of Funds
 
N/A            
   





  5.

 
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
 
¨





  6.

 
Citizenship or Place of Organization
 
Nebraska            
   





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  7.    Sole Voting Power
 
         0                

  8.    Shared Voting Power
 
         16,255                 

  9.    Sole Dispositive Power
 
         0                

10.    Shared Dispositive Power
 
         16,255                



11.

 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
16,255            
   





12.

 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
 
 
¨
 





13.

 
Percent of Class Represented by Amount in Row (11)
 
0.39%            
   





14.

 
Type of Reporting Person*
 
IC, CO        
   






 
CUSIP NO.  200334100
 
13D
 
10 OF 13 PAGES
 
This Statement on Schedule 13D is filed in connection with the issuance of 1,471,852 shares (“Shares”) of common stock, par value $0.01 per share, of Comdisco Holding Company, Inc. (the “Company”) to BH Finance LLC (“Finance”), National Indemnity Company (“NICO”) and National Fire & Marine Insurance Company (“NFMIC”). Finance is a wholly owned subsidiary of Columbia Insurance Company (“Columbia”). Columbia is a wholly owned subsidiary of BH Columbia Inc. (“BH Columbia”). BH Columbia, NICO and NFMIC are each wholly owned subsidiaries of OBH, Inc. (“OBH”), which is a wholly owned subsidiary of Berkshire. Berkshire, together with Finance, NICO, NFMIC, Columbia, BH Columbia and OBH, are referred to herein as the “Berkshire Entities.”
 
ITEM 1.    SECURITY AND ISSUER.
 
The name of the subject company is Comdisco Holding Company, Inc., a Delaware corporation, and the address of its principal executive offices is 6111 North River Road, Rosemont, Illinois 60018. The class of securities to which this statement relates is the common stock of the Company, par value $0.01 per share (“Common Stock”).
 
ITEM 2.    IDENTITY AND BACKGROUND.
 
(a)-(c); (f)  This Statement is filed by the Berkshire Entities and Warren E. Buffett, who may be deemed to control the Berkshire Entities. The information concerning the name, state or other place of organization, principal business, principal business address and the address of the principal office of each of the Berkshire Entities and Mr. Buffett, and the information concerning the name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment or occupation is conducted, and the citizenship of Mr. Buffett and each of the executive officers and directors of the Berkshire Entities is filed as Exhibit 1 hereto.
 
(d); (e)  During the last five years, none of the Berkshire Entities or Mr. Buffett, nor, to the best of their knowledge, any of the directors or executive officers of the Berkshire Entities has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of such laws.
 
ITEM 3.    SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
 
The Shares were issued to Finance, NICO and NFMIC pursuant to the First Amended Joint Plan of Reorganization of Comdisco, Inc. and its Affiliated Debtors and Debtors in Possession (collectively, the “Debtors”) under Chapter 11 of the Bankruptcy Code (the “Plan”) filed with the U.S. Bankruptcy Court (a copy of which is filed as Exhibit 2 to this Schedule). Finance was a creditor of Debtors through its ownership of interests in certain credit agreements of Debtors, and NICO and NFMIC were creditors of Debtors through their ownership of certain corporate debt of Debtors (such interests, collectively, the “Debt Interests”). The aggregate claims of Finance, NICO and NFMIC totalled approximately $1.4 billion. The U.S. Bankruptcy Court entered a confirmation order with respect to the Plan on July 30, 2002, and the Plan became effective on August 12, 2002. Pursuant to the Plan, on or about October 1, 2002, the Company initiated the distribution of shares of its Common Stock, cash and other securities to its creditors, including Finance, NICO and NFMIC, in satisfaction, discharge and release of the claims of its creditors.
 
ITEM 4.    PURPOSE OF TRANSACTION.
 
Finance, NICO and NFMIC’s purpose in acquiring the Debt Interests was to obtain the opportunity to profit from a restructuring of Debtor. The Shares issued under the


 
CUSIP NO.  200334100
 
13D
 
11 OF 13 PAGES
 
Plan (as well as the other securities issued to Finance, NICO and NFMIC under the Plan) in satisfaction, discharge and release of the claims of creditors, including the Debt Interests, are being held for investment purposes.
 
One or more entities within the Berkshire group of companies, including one or more of the reporting persons filing this Schedule, may determine to purchase additional shares of the Company’s Common Stock or other securities in the open market or otherwise, depending upon price, market conditions, availability of funds, evaluation of alternative investments and other factors. While none of the persons filing this Schedule has any present plans to sell any of the Shares or other securities of the Company held by it, one or more of them could determine, based upon the same set of factors listed above with respect to purchases, to sell some or all of the Shares or other securities of the Company held by them.
 
The reporting persons filing this Schedule 13D have no plans or proposals that relate to or would result in: an extraordinary corporate transaction involving the Company or any of its subsidiaries; a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; a change in the present board of directors or management of the Company; a material change in the present capitalization or dividend policy of the Company; any other material change in the Company’s business or corporate structure, changes in the Company’s charter or bylaws or other actions that might impede the acquisition of control of the Company by any other person; causing securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; causing securities of the Company to be eligible for termination of registration pursuant to the Securities Exchange Act of 1934; or any other similar action.
 
ITEM 5.    INTEREST IN SECURITIES OF THE ISSUER.
 
(a)  Finance is the holder of record of 305,364 Shares, or 7.27% of the Company’s outstanding Common Stock. NICO is the holder of record of 1,150,233 Shares, or 27.38% of the Company’s outstanding Common Stock. NFMIC is the holder of record of 16,255 Shares, or 0.39% of the Company’s outstanding Common Stock.
 
Warren E. Buffett may be deemed to control Berkshire, which controls each of Finance, NICO and NFMIC. Both Mr. Buffett and Berkshire thus may be considered to have beneficial ownership of the entire 1,471,852 shares of Common Stock owned of record by Finance, NICO and NFMIC. OBH, a direct subsidiary of Berkshire and the direct parent company of NICO, NFMIC and BH Columbia, may also be considered to have beneficial ownership of the entire 1,471,852 shares of Common Stock owned of record by Finance, NICO and NFMIC. BH Columbia and its direct subsidiary, Columbia, which is the direct parent company of Finance, may also be considered to have beneficial ownership of the 305,364 shares of Common Stock owned of record by Finance.
 
(b)  Each of Finance, NICO and NFMIC has both voting and investment power with respect to the Shares indicated as owned of record by it in Item 5(a). However, Warren E. Buffett, Chairman of the Board of Berkshire, who may be deemed to control these companies, directs the investments and voting of each of these companies. Thus, Mr. Buffett, Berkshire and the subsidiaries of Berkshire that directly or indirectly control Finance, NICO and NFMIC share voting power and investment power with respect to the Shares owned by each of these companies.
 
(c)  None of the Berkshire Entities or Mr. Buffett nor, to their knowledge, any executive officer or director of the Berkshire Entities, has engaged in any transaction in any shares of the Company’s Common Stock during the sixty day period immediately preceding the date hereof.
 
(d)  and  (e)  Not applicable.
 
ITEM 6.    CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
                  TO SECURITIES OF THE ISSUER.
 


 
CUSIP NO.  200334100
 
13D
 
12 OF 13 PAGES
 
Other than contracts described in the Plan with respect to security holders generally, none of the Berkshire Entities or Mr. Buffett nor, to their knowledge, any executive officer or director of the Berkshire Entities, has any contracts, arrangements, understandings or relationships with any persons with respect to any securities of the Company.
 
ITEM 7.    MATERIAL TO BE FILED AS EXHIBITS.
 
(1)   Executive Officers and Directors of the Berkshire Entities.
 
(2)  First Amended Joint Plan of Reorganization of Comdisco, Inc. and its Affiliated Debtors and Debtors in Possession, as confirmed on July 30, 2002, incorporated herein by reference from Exhibit T3E-2 to Amendment No. 2 to the Application for Qualification on Form T-3, filed with the Securities and Exchange Commission by the Company and Comdisco, Inc. on August 9, 2002.
 
(3)  Joint Filing Agreement required by Rule 13d-1(k)(1).


 
CUSIP NO. 200334100
 
13D
 
13 OF 13 PAGES
 
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement on Schedule 13D is true, complete, and correct.
 
Dated:    October 11, 2002
     
BERKSHIRE HATHAWAY INC.
       
By:
 
/s/    MARC D. HAMBURG        

           
Marc D. Hamburg
Vice President and Chief Financial Officer
 
OBH, INC.
By:
 
/s/    MARC D. HAMBURG         

   
Marc D. Hamburg
Vice President
 
BH COLUMBIA INC.
By:
 
/s/    MARC D. HAMBURG         

   
Marc D. Hamburg
President
 
COLUMBIA INSURANCE COMPANY
By:
 
/s/    MARC D. HAMBURG         

   
Marc D. Hamburg
Treasurer
 
BH FINANCE LLC
By:
 
/s/    MARC D. HAMBURG         

   
Marc D. Hamburg
President
 
NATIONAL INDEMNITY COMPANY
By:
 
/s/    MARC D. HAMBURG   

   
Marc D. Hamburg
Treasurer
 
NATIONAL FIRE & MARINE INSURANCE COMPANY
By:
 
/s/    MARC D. HAMBURG       

   
Marc D. Hamburg
Treasurer
 
WARREN E. BUFFETT
/s/    WARREN E. BUFFETT         

 
EX-1 3 dex1.htm EXECUTIVE OFFICERS & DIRECTORS-BERKSHIRE ENTITIES Executive Officers & Directors-Berkshire Entities
 
Exhibit 1 to Schedule 13D
 
The following description sets forth for each of the Berkshire Entities (i) the name, state of organization, principal business, the address of its principal business and the address of its principal office, (ii) the name and title of each executive officer and director or manager of each of the Berkshire Entities, and (iii) each such individual’s business address and present principal occupation. Unless otherwise specified, each person listed below is a citizen of the United States and has his or her principal business address at 1440 Kiewit Plaza, Omaha, Nebraska 68131. Unless otherwise specified, the address of the principal business and the address of the principal office of each entity listed below is 1440 Kiewit Plaza, Omaha, Nebraska 68131.
 
A.    National Indemnity Company
 
National Indemnity Company, a Nebraska corporation, is a property and casualty insurance company. The directors of National Indemnity Company are Warren E. Buffett, Michael A. Goldberg, Marc D. Hamburg, Forrest N. Krutter, Mark D. Millard, Phillip M. Wolf and Donald F. Wurstur. The executive officers of National Indemnity Company are Donald F. Wurstur, President, Ajit Jain, Executive Vice President, Phillip M. Wolf, Senior Vice President, Marc D. Hamburg, Treasurer and Forrest N. Krutter, Senior Vice President. The address of National Indemnity Company is 3024 Harney Street, Omaha, Nebraska 68131.
 
Name

  
Present Principal Occupation or Employment and Business Address

Warren E. Buffett
  
Chairman and Chief Executive Officer of Berkshire.
Michael A. Goldberg
  
President of Berkshire Hathaway Credit Corp.
Marc D. Hamburg
  
Vice President and Treasurer of Berkshire.
Forrest N. Krutter
  
Secretary of Berkshire.
Mark D. Millard
  
Director of Financial Assets of Berkshire
Phillip M. Wolf
  
Senior Vice President of National Indemnity Company. His business address is 3024 Harney Street, Omaha, Nebraska 68131.
Donald F. Wurster
  
President of National Indemnity Company. His business address is 3024 Harney Street, Omaha, Nebraska 68131.
Ajit Jain
  
Executive Vice President of National Indemnity Company. His business address is 100 First Stamford Place, Stamford, Connecticut 06902.
 
B.    National Fire & Marine Insurance Company
 
National Fire & Marine Insurance Company, a Nebraska corporation, is a property and casualty insurance company. The directors of National Fire & Marine Insurance Company are Warren E. Buffett, Michael A. Goldberg, Marc D. Hamburg, Forrest N. Krutter and Donald F. Wurstur. Its executive officers are Donald F. Wurstur, President, Phillip M. Wolf, Senior Vice President, Forrest N. Krutter, Senior Vice President and Marc D. Hamburg, Treasurer. The address of National Fire & Marine Insurance Company is 3024 Harney Street, Omaha, Nebraska 68131.


 
Name

    
Present Principal Occupation or Employment and Business Address

Warren E. Buffett
    
Chairman and Chief Executive Officer of Berkshire.
Michael A. Goldberg
    
President of Berkshire Hathaway Credit Corp.
Marc D. Hamburg
    
Vice President and Treasurer of Berkshire.
Forrest N. Krutter
    
Secretary of Berkshire.
Phillip M. Wolf
    
Senior Vice President of National Indemnity Company. His business address is 3024 Harney Street, Omaha, Nebraska 68131.
Donald F. Wurster
    
President of National Indemnity Company. His business address is 3024 Harney Street, Omaha, Nebraska 68131.
 
C.    BH Finance LLC
 
BH Finance LLC, a Nebraska limited liability company, is actively involved in various forms of commercial financing, including various types of commercial loans as well as the investment in pools of mortgages. The member-manager of BH Finance LLC is Columbia Insurance Company. The executive officers of BH Finance LLC are Marc D. Hamburg, President, and Daniel J. Jaksich, Vice President.
 
Name

    
Present Principal Occupation or Employment and Business Address

Marc D. Hamburg
    
Vice President and Treasurer of Berkshire.
Daniel J. Jaksich
    
Controller of Berkshire.
 
D.    Columbia Insurance Company
 
Columbia Insurance Company, a Nebraska corporation, is a property and casualty insurance company. The directors of Columbia Insurance Company are Warren E. Buffett, Michael A. Goldberg, Marc D. Hamburg, Forrest N. Krutter and Donald F. Wurster. The executive officers of Columbia Insurance Company are Donald F. Wurster, President, Phillip M. Wolf, Senior Vice President, Marc D. Hamburg, Treasurer, and Forrest N. Krutter, Secretary. The address of Columbia Insurance Company is 3024 Harney Street, Omaha, Nebraska 68131.
 
Name

    
Present Principal Occupation or Employment and Business Address

Warren E. Buffett
    
Chairman and Chief Executive Officer of Berkshire.
Michael A. Goldberg
    
President of Berkshire Hathaway Credit Corp.
Marc D. Hamburg
    
Vice President and Treasurer of Berkshire.
Forrest N. Krutter
    
Secretary of Berkshire.
Phillip M. Wolf
    
Senior Vice President of National Indemnity Company. His business address is 3024 Harney Street, Omaha, Nebraska 68131.
Donald F. Wurster
    
President of National Indemnity Company. His business address is 3024 Harney Street, Omaha, Nebraska 68131.


 
E.    BH Columbia Inc.
 
BH Columbia Inc., a Nebraska corporation, is a holding company and the parent corporation of Columbia Insurance Company. The directors of BH Columbia Inc. are Marc D. Hamburg, Jerry W. Hufton, Daniel J. Jaksich, Forrest N. Krutter and Mark D. Millard. The executive officers of BH Columbia Inc. are Marc D. Hamburg, President, and Daniel J. Jaksich, Treasurer. The address of BH Columbia Inc. is 4016 Harney Street, Omaha, Nebraska 68131.
 
Name

    
Present Principal Occupation or Employment and Business Address

Marc D. Hamburg
    
Vice President and Treasurer of Berkshire.
Jerry W. Hufton
    
Director of Taxes of Berkshire.
Daniel J. Jaksich
    
Controller of Berkshire.
Forrest N. Krutter
    
Secretary of Berkshire.
Mark D. Millard
    
Director of Financial Assets of Berkshire.
 
F.    OBH, Inc.
 
OBH, Inc., a Delaware corporation, is an intermediate holding company which is a direct wholly owned subsidiary of Berkshire Hathaway Inc. The Buffalo News is an operating division of OBH, Inc. The directors of OBH, Inc. are Warren E. Buffett, Marc D. Hamburg and Forrest N. Krutter. The executive officers of OBH, Inc. are Warren E. Buffett, Chairman and Chief Executive Officer, Charles T. Munger, Vice Chairman, and Marc D. Hamburg, Vice President and Treasurer.
 
Name

    
Present Principal Occupation or Employment and Business Address

Warren E. Buffett
    
Chairman and Chief Executive Officer of Berkshire.
Marc D. Hamburg
    
Vice President and Treasurer of Berkshire.
Forrest N. Krutter
    
Secretary of Berkshire.
Charles T. Munger
    
Vice Chairman of Berkshire’s Board of Directors. His business address is 355 S. Grand Avenue, 34th Floor, Los Angeles, California 90071.
 
G.    Berkshire Hathaway Inc.
 
Berkshire Hathaway Inc., a Delaware corporation, is a holding company engaged through subsidiaries in a number of diverse businesses, the most important of which is property and casualty insurance and reinsurance offered on both a direct and reinsurance basis through its insurance subsidiaries. The Directors of Berkshire Hathaway Inc. are Warren E. Buffett, Charles T. Munger, Susan T. Buffett, Howard G. Buffett, Malcolm G. Chace, Ronald L. Olson, and Walter Scott, Jr. The executive officers of Berkshire Hathaway Inc. are Warren E. Buffett, Chairman and Chief Executive Officer, Charles T. Munger, Vice Chairman, and Marc D. Hamburg, Vice President and Treasurer.
 
Name

    
Present Principal Occupation or Employment and Business Address

Warren E. Buffett
    
Chairman and Chief Executive Officer of Berkshire.
Charles T. Munger
    
Vice Chairman of Berkshire’s Board of Directors. His

3


    
business address is 355 S. Grand Avenue, 34th Floor, Los Angeles, California 90071.
Howard G. Buffett
  
President of Buffett Farms and BioImages. His business address is 407 Southmoreland Place, Decatur, Illinois 62521.
Susan T. Buffett
  
A Director of Berkshire since 1991. She is not otherwise employed.
Malcolm G. Chace
  
Chairman of the Board of Directors of BankRI. His business address is One Providence Washington Plaza, Providence, Rhode Island 02903.
Marc D. Hamburg
  
Vice President and Treasurer of Berkshire.
Ronald L. Olson
  
A partner in the law firm of Munger, Tolles & Olson LLP. His business address is 355 S. Grand Avenue, 35th Floor, Los Angeles, California 90071.
Walter Scott, Jr.
  
Chairman of the Board of Level 3 Communications, Inc. His business address is 1025 El Dorado Blvd., Broomfield, Colorado 80021.
EX-3 4 dex3.htm JOINT FILING AGREEMENT Joint Filing Agreement
 
Exhibit 3 to Schedule 13D
 
AGREEMENT
 
The undersigned persons hereby agree that reports on Schedule 13D, and any amendments thereto, may be filed in a single statement on behalf of all such persons, and further, each such person designates Marc D. Hamburg as its agent and attorney-in-fact for the purpose of executing any and all such reports required to be made by it with the Securities and Exchange Commission.
 
Dated:    October 11, 2002
     
BERKSHIRE HATHAWAY INC.
       
By:
 
/s/    MARC D. HAMBURG         

           
Marc D. Hamburg
Vice President and Chief Financial Officer
 
OBH, INC.
By:
 
/s/    MARC D. HAMBURG         

   
Marc D. Hamburg
Vice President
 
BH COLUMBIA INC.
By:
 
/s/    MARC D. HAMBURG         

   
Marc D. Hamburg
President
 
COLUMBIA INSURANCE COMPANY
By:
 
/s/    MARC D. HAMBURG         

   
Marc D. Hamburg
Treasurer
 
BH FINANCE LLC
By:
 
/s/    MARC D. HAMBURG       

   
Marc D. Hamburg
President
 
NATIONAL INDEMNITY COMPANY
By:
 
/s/    MARC D. HAMBURG         

   
Marc D. Hamburg
Treasurer
 
NATIONAL FIRE & MARINE INSURANCE COMPANY
By:
 
/s/    MARC D. HAMBURG         

   
Marc D. Hamburg
Treasurer
 
WARREN E. BUFFETT
/s/    WARREN E. BUFFETT       

 
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