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. 1)
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. 1 amends and supplements the Tender Offer Statement on
Schedule TO ("Schedule TO") filed by BX Merger Sub Inc., a Delaware corporation
("Purchaser") and wholly owned subsidiary of Berkshire Hathaway Inc., a Delaware
corporation ("Berkshire"), on August 14, 2001. The Schedule TO relates to the
offer by Purchaser to purchase all of the outstanding 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 in cash, 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 (which together with the
Offer to Purchase, and any amendments and supplements thereto, collectively
constitute the "Offer").
ITEM 4. TERMS OF THE TRANSACTION.
(a) The last line of the fourth paragraph of "Section 2 - Acceptance for
Payment and Payment for Shares" of the Offer to Purchase, which appears on page
14 of the Offer to Purchase, is hereby amended by deleting the phrase "as
promptly as practicable" and replacing it with the word "promptly."
(b) The title of "Section 5 - Certain Federal Income Tax Consequences of
the Offer and the Merger" of the Offer to Purchase, which appears on page 17 of
the Offer to Purchase, is hereby amended by deleting such title and replacing it
with "Section 5 - Material Federal Income Tax Consequences of the Offer and the
Merger." Also, the first sentence of such Section 5, which appears on page 17
of the Offer to Purchase, is hereby amended by deleting such sentence and
replacing it with the following:
The following is a general summary of the material U.S. federal
income tax consequences of the Offer and the Merger relevant to a
beneficial holder of Shares whose Shares are tendered and accepted
for payment pursuant to the Offer or whose Shares are converted to
cash in the Merger (a "Holder").
(c) Clause (iii) at the end of the first paragraph of "Section 14 -
Conditions of the Offer" of the Offer to Purchase, which appears on page 35 of
the Offer to Purchase, is hereby amended by deleting such clause and replacing
it with the following:
(iii) at any time on or after the date of the Merger Agreement, and
prior to the Expiration Date, any of the following events shall
occur and be continuing:
(d) The last paragraph of "Section 14 - Conditions of the Offer" of the
Offer to Purchase, which appears on page 36 of the Offer to Purchase, is hereby
amended by deleting such paragraph and replacing it with the following:
The foregoing conditions are for the sole benefit of Parent and
Purchaser and, except as provided in the Merger Agreement, may be asserted
by Parent and Purchaser regardless of the circumstances giving rise to any
such condition or may be waived by Parent in whole or in part in its sole
discretion, provided that all of the foregoing conditions (except the
conditions specified in clause (ii) above) must be satisfied or waived
prior to the Expiration Date.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented by including
the following:
U.S. Antitrust Compliance: The waiting period applicable to
the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, was terminated by the Federal Trade Commission on
August 24, 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: August 27, 2001