UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 23, 2011
WESCO FINANCIAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
| DELAWARE | 1-4720 | 95-2109453 | ||
| (State or Other Jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
301 East Colorado Boulevard, Suite 300, Pasadena, California 91101-1901
(Address of Principal Executives Offices)
(Zip Code)
626/585-6700
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
On June 23, 2011, pursuant to the terms of the Agreement and Plan of Merger, dated as of February 4, 2011, and amended as of April 15, 2011, by and among Wesco Financial Corporation (“Wesco”), Berkshire Hathaway Inc. (“Berkshire”) and Montana Acquisitions, LLC, an indirect wholly owned subsidiary of Berkshire (“Merger Sub”), Wesco and Berkshire issued a joint press release announcing the per share merger consideration in connection with the proposed merger of Wesco with and into Merger Sub, with Merger Sub continuing as the surviving entity. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Joint Press Release issued by Wesco Financial Corporation and Berkshire Hathaway Inc., dated June 23, 2011 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WESCO FINANCIAL CORPORATION | ||||||
| Date: June 23, 2011 | By: | /s/ Jeffrey L. Jacobson | ||||
| Name: | Jeffrey L. Jacobson | |||||
| Title: | Vice President and Chief Financial Officer | |||||
EXHIBIT INDEX
| 99.1 |
Joint Press Release issued by Wesco Financial Corporation and Berkshire Hathaway Inc., dated June 23, 2011 | |