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Afternoon w/ Charlie, a.k.a. Wesco Shareholder Meeting


zarley
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Merger announcement indicates May 4th for an afternoon with Charlie.

 

http://www.wescofinancial.com/WescoPress%20Release.pdf

 

Wesco expects that if the merger is consummated prior to early June 2011, there

will be no 2011 annual meeting of Wesco's shareholders. In that event, Charles T.

Munger plans to hold an “Afternoon with Charlie” in Pasadena, California sometime

within a few weeks after the merger to give Berkshire Hathaway and former Wesco

shareholders a chance to ask him questions about business, economics and life (but not

about Wesco). That event would be held on May 4, 2011 if the merger has been

consummated before then. On the other hand, if the merger is not approved, Wesco

would expect to hold a 2011 annual meeting of shareholders.

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  • 3 weeks later...

Does anybody know the logistics of the "Afternoon with Charlie" event?  Would we present our Berkshire credential there to get in?  Or would it pretty much be open to the public?  And where the heck is it going to be in Pasadena?

 

Can we call Wesco or Berkshire to get more details?

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txlaw, I called the number at the top of the press release and was told that the "Afternoon with Charlie" will not be held on May 4th, 2011.  They are still going to do it, but they just haven't decided on a date yet.

 

Perhaps someone else would like to make a secondary call to confirm?  (I say this only because the nice lady on the other end did seem a little confused between the Annual Meeting and the Afternoon with Charlie -- but that could have just been that she was busy fielding calls all day.)

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txlaw, I called the number at the top of the press release and was told that the "Afternoon with Charlie" will not be held on May 4th, 2011.  They are still going to do it, but they just haven't decided on a date yet.

 

Perhaps someone else would like to make a secondary call to confirm?  (I say this only because the nice lady on the other end did seem a little confused between the Annual Meeting and the Afternoon with Charlie -- but that could have just been that she was busy fielding calls all day.)

 

Good to know.  I'll try to call tomorrow to confirm and post once I get the info.

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I spoke with Wesco this morning. 

 

The Afternoon with Charlie meeting will definitely NOT take place on May 4. 

 

The meeting is not yet scheduled.  Wesco is waiting for the SEC to approve the merger docs, then these documents must be printed and distributed, then shareholders have 30 days to vote.  So, there is no way that this meeting happens before mid-May and it could easily slip into June.

 

Wesco told me that they will put out a press release as soon as this meeting is scheduled.

 

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That's too bad. Why would they put out a press release on Feb. 7th suggesting an Afternoon with Charlie to take place on May 4th and then change it? I'm sure they know most people fly from Omaha to Pasadena for the two meetings and would have booked their trips once the Feb. 7 announcement was made. That's what I did.

 

Oh well, it's not like California is a bad place to visit...meeting or no meeting.

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  • 3 weeks later...

The meeting is not this weekend and has not yet been scheduled.  I called Jeff Jacobson today (3-May-11) and was informed that "An afternoon with Charlie" was likely to take place after the merger was approved.  A press release will be posted on WESCO's website after they set a date. 

 

 

 

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  • 2 weeks later...

Afternoon with Charlie should be soon.

 

---

WESCO FINANCIAL CORPORATION

301 EAST COLORADO BOULEVARD, SUITE 300, PASADENA, CALIFORNIA 91101-1901

(626) 585-6700

www.wescofinancial.com

 

To Our Shareholders:

You are cordially invited to attend a special meeting of the shareholders of Wesco Financial Corporation, a Delaware corporation (“Wesco”), to be held at the University Club of Pasadena, 175 North Oakland Avenue, Pasadena, California 91101, on Friday, June 24, 2011, at 10:00 a.m., local time.

 

At the special meeting, you will be asked to approve the Agreement and Plan of Merger, dated as of February 4, 2011, by and among Berkshire Hathaway Inc., a Delaware corporation (“Berkshire”), Montana Acquisitions, LLC, a limited liability company and an indirect wholly owned subsidiary of Berkshire (“Merger Sub”), and Wesco, as amended by the Amendment to Agreement and Plan of Merger, dated as of April 15, 2011 (the “merger agreement”), pursuant to which Wesco will be merged with and into Merger Sub (the “merger”), with Merger Sub continuing as the surviving entity. Following the merger, Wesco will cease to exist as a publicly traded company and Merger Sub will change its name to “Wesco Financial, LLC.”

 

If the merger is completed, each share of Wesco’s common stock, par value $1.00 per share (“Wesco common stock”), will be converted into the right to receive an amount, either in cash or Class B common stock, par value $0.0033 per share, of Berkshire (“Berkshire Class B common stock”) at the election of the shareholder, equal to: (i) $386.55 (which represents Wesco’s shareholder’s equity per share as of January 31, 2011, estimated for purposes of the merger agreement), plus (ii) an earnings factor of $.98691 per share per month from and after February 1, 2011 through and including the anticipated effective time of the merger (pro rated on a daily basis for any partial month), plus (or minus, if negative) (iii) the sum of the following (expressed on a per share basis, net of taxes) for the period between February 1, 2011 and the close of business on the second full trading day prior to the date of the special meeting (the “determination date”): (a) the change (positive or negative) in net unrealized appreciation of Wesco’s investment securities, (b) the amount of net realized investment gains or losses, and © the amount of other-than-temporary impairment charges with respect to Wesco’s investment securities, minus (iv) the per share amount of cash dividends declared with respect to Wesco common stock having a record date from and after February 4, 2011 through and including the anticipated effective time of the merger, and minus (v) certain fees and expenses incurred by Wesco in connection with the transaction (expressed on a per share basis). For Wesco shareholders who elect to receive their merger consideration in shares of Berkshire Class B common stock, the exchange ratio will be based on the average of the daily volume-weighted average prices per share of Berkshire Class B common stock for the period of 20 consecutive trading days ending on the determination date. Fractional shares of Berkshire Class B common stock will not be issued in the merger; instead, cash will be paid in lieu of any fractional shares of Berkshire Class B common stock. Berkshire Class B shares are listed on the New York Stock Exchange under the stock symbol “BRK.B.” The final per share merger consideration will be determined by Berkshire and reasonably agreed to by Wesco (acting through the special committee), and will be made publicly available through the filing of a Form 8-K by Wesco with the SEC by no later than 9:30 a.m., New York time, on the first business day following the determination date.

 

Because of the per share merger consideration formula in the merger agreement, the per share merger consideration will not be affected by losses incurred by Wesco’s Wes-FIC insurance business, under its quota share retrocession agreement with Berkshire’s National Indemnity Company subsidiary, as a result of recent catastrophic events such as the earthquake in New Zealand and the earthquake and tsunami in Japan.

 

 

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