EXHIBIT (a)(1)(C)
[Letterhead of Xxxxxxx Homes, Inc.]
______________, 2003
Dear Option Holder:
On April 1, 2003, Xxxxxxx Homes entered into an Agreement and Plan of
Merger with Berkshire Hathaway Inc. and B Merger Sub Inc., a wholly owned
subsidiary of Berkshire Hathaway, pursuant to which B Merger Sub will (subject
to the terms and conditions in the merger agreement) merge with and into
Xxxxxxx Homes. If the merger is completed, Berkshire Hathaway will acquire all
of our outstanding shares of common stock and Xxxxxxx Homes will become a
wholly owned subsidiary of Berkshire Hathaway.
Generally, the options that we have granted under our equity
compensation plans do not terminate in the event of a change in control
transaction, such as the merger. As a result, the merger agreement requires
that we offer to purchase for cancellation certain options in exchange for cash
upon the terms and conditions of the offer. The offer is limited to outstanding
vested and unvested options granted under our 1991 Employee Stock Incentive
Plan, 1994 Directors' Equity Plan and 1997 Employee Stock Incentive Plan and
outstanding vested options granted under our 1996 Outside Directors Equity
Plan.
We are offering to approximately 1,049 option holders to purchase for
cancellation all of the approximately 5,928,468 options that are eligible to be
tendered in the offer. We may not be able to complete the merger with Berkshire
Hathaway if, following completion of the offer, (1) the number of holders of
our options is more than 100 and (2) the number of shares of our common stock
issuable upon the exercise of our outstanding options is more than 250,000.
The offer is being conducted under the terms and conditions of the
Offer to Purchase Options and the election form that accompany this letter. The
Offer to Purchase contains detailed information about the offer, including a
detailed set of questions and answers. Please read the materials carefully
since they contain important information about how you may participate in the
offer. Please note that the deadline for us to receive your signed election
form is __________________, 2003.
The enclosed election form lists your individual holdings of options
that are eligible to be tendered in the offer.
Although our Board of Directors has unanimously approved the making of
the offer, neither we nor our Board of Directors makes any recommendation as to
whether you should tender or refrain from tendering your eligible options. Each
option holder must make his or her own decision whether to tender his or her
eligible options. The offer is entirely voluntary. If you choose to participate
in the offer, however, you must tender all of your eligible options. We will
not accept a partial tender of your eligible options.
If you have any questions concerning the offer, please contact Xxxxxxx
Homes by e-mail at xxxxxxxxxxxx@xxxxxxx.xxx, by telephone at (000) 000-0000 or
by mail to Xxxxxxx Homes, Inc., 0000 Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000,
Attention: Xxxxxx X. Xxxxxx, Secretary.
Sincerely,
Xxxxx X. Xxxxxxx
Chief Executive Officer and
President
