Exhibit 1
[LOGO OF XXXXXXXX XXXXX PAINTS]
November 17, 2000
To Fellow Shareholders:
We are pleased to inform you that, on November 8, 2000, Xxxxxxxx Xxxxx & Co.
(the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Berkshire Hathaway Inc. ("Parent") and B Acquisition, Inc.
("Purchaser"), a wholly owned subsidiary of Parent, pursuant to which
Purchaser has commenced a cash tender offer (the "Offer") to purchase all of
the Company's outstanding shares of common stock (the "Shares"), at a price of
$37.82 per Share, net to the seller in cash, without interest.
Under the Merger Agreement, the Offer will be followed by a merger (the
"Merger") in which any remaining Shares will be converted into the right to
receive the same cash consideration per Share as is paid to shareholders in
the Offer.
The Xxxxxxxx Xxxxx Board of Directors (the "Board") has unanimously
determined that the Merger Agreement and the transactions contemplated by the
Merger Agreement, including the Offer and the Merger, are fair to, and in the
best interests of, the holders of Shares, has unanimously approved the Merger
Agreement and the transactions contemplated thereby, and has unanimously
recommended that holders of Shares accept the Offer, approve the Merger
Agreement and the transactions contemplated thereby and tender their Shares
pursuant to the Offer.
In arriving at its determination and recommendation, the Board gave careful
consideration to a number of factors which are described in the enclosed
Schedule 14D-9, including the opinion, dated November 8, 2000, of X.X. Xxxxxx
Securities Inc. that, as of such date, the $37.82 per Share cash consideration
proposed to be paid to the holders of the Shares in the Offer and the Merger
is fair to such holders, from a financial point of view.
Additional information with respect to the Board's decision and its actions
is contained in the enclosed Schedule 14D-9. In addition, enclosed is the
Offer to Purchase dated November 17, 2000, together with related materials,
including a Letter of Transmittal, to be used for tendering your Shares
pursuant to the Offer. These documents state the terms and conditions of the
Offer and the Merger, provide detailed information about the transactions and
include instructions as to how to tender your Shares. We urge you to read
these documents carefully.
All shareholders of record on November 20, 2000 who are entitled to receive
the extra fourth quarter cash dividend of $0.12 per Share declared by the
Company on November 8, 2000 and payable on December 4, 2000 will receive such
dividend regardless of whether such shareholders tender their Shares in the
Offer.
We hope you are as pleased as we are that your investment in the Company has
led to the opportunity afforded by the Offer.
Sincerely,
j/s/ Xxxxxxx Xxxx
/s/ Xxxx Xxxxx
Xxxx Xxxxx Xxxxxxx Xxxx
President and Chief Executive Officer Chairman of the Board
