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): March 13, 2011
(Exact Name of Registrant as Specified in Charter)
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| Ohio
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1-5263
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34-0367600 |
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| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
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| 29400 Lakeland Boulevard, Wickliffe, Ohio
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44092-2298 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (440) 934-4200
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filling is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d.2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e.4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Definitive Material Agreement.
On March 13, 2011, The Lubrizol Corporation, an Ohio corporation (the “Company”), entered into
an Agreement and Plan of Merger (the “Merger Agreement”) with Berkshire Hathaway Inc., a Delaware
corporation (“Parent”), and Ohio Merger Sub, Inc., a wholly owned subsidiary of Parent and an Ohio
corporation (“Merger Sub”), providing for the merger (the “Merger”) of Merger Sub with and into the
Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent. The merger
consideration is $135.00 per share, without interest. A copy of the
press release issued by Berkshire Hathaway and Lubrizol announcing the transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference. The material terms of the Merger Agreement, including the
conditions to the Merger, will be described in a subsequent filing on Form 8-K.
Item 8.01. Other Events.
Beginning March 14, 2011, the Company distributed the following materials, each of which is
attached hereto and is incorporated herein by reference:
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Public FAQs |
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Employee FAQs |
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Letter to Employees |
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Letter to Customers, Suppliers and Partners |
Additional Information
In connection with the proposed transaction, the Company will file a proxy statement with the
SEC. INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE COMPANY. You will be able to
obtain the proxy statement, as well as other filings containing information about the Company, free
of charge, at the website maintained by the SEC at www.sec.gov. Copies of the proxy statement and
other filings made by the Company with the SEC can also be obtained, free of charge, by directing a
request to The Lubrizol Corporation, 29400 Lakeland Boulevard, Wickliffe, Ohio 44092-2298,
attention: Corporate Secretary.
Participants in the Solicitation
The Company and its directors and officers may be deemed to be participants in the
solicitation of proxies from the Company’s shareholders with respect to the special meeting of
shareholders that will be held to consider the proposed transaction. Information about the
Company’s directors and executive officers and their ownership of the company’s common stock is set
forth in its Form 10-K which was filed with the SEC on February 25, 2011 and the proxy statement
for the Company’s Annual Meeting of shareholders, which was filed with the SEC on March 17, 2010.
Shareholders may obtain additional information regarding the interests of the Company and its
directors and executive officers in the proposed transaction, which may be different than those of
the Company’s shareholders generally, by reading the proxy statement and other relevant documents
regarding the proposed transaction, when filed with the SEC.