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(1)

A SQUARZ is an investment unit consisting of (i) a 3.0% Senior Note due 2007, payable by us, in the principal amount of $10,000, (ii) a warrant to purchase, on or prior to May 15, 2007, 0.1116 share (subject to antidilution adjustments) of our class A common stock or 3.3480 shares (subject to antidilution adjustments) of our class B common stock, at an exercise price of $10,000, and (iii) a fractional interest in U.S. treasury strips that will mature on a semiannual basis through May 15, 2007 (“initial pledged treasuries”). The registrant issued 40,000 SQUARZ in a private placement on May 28, 2002, each in the face amount of $10,000 per SQUARZ, plus $339.63 per SQUARZ for the purchase of initial pledged treasuries.

(2)

Pursuant to Rule 457(c) under the Securities Act, based on the average of the indicative bid-ask price for over-the-counter market transactions of SQUARZ (excluding the indicative price of the initial pledged treasuries that are a component thereof) on August 12, 2002, as reported to the registrant by Goldman Sachs & Co.

(3)

At the holder’s option, a Stripped SQUARZ can be created from a SQUARZ and re-created into a SQUARZ. The 40,000 Stripped SQUARZ being registered hereunder represent the maximum number of Stripped SQUARZ that can be created from the SQUARZ being registered hereunder. No separate consideration will be received by the registrant in connection with the creation of a Stripped SQUARZ from a SQUARZ or its re-creation into a SQUARZ.

(4)	The note underlying a SQUARZ can be separated from that SQUARZ in connection with the creation of a Stripped SQUARZ or the exercise or cancellation of the warrant underlying that SQUARZ. No separate consideration will be received by the registrant in connection with any such separation.

(5)

The warrants underlying the SQUARZ and Stripped SQUARZ being registered hereunder can be exercised as described in footnote 1 above. In addition, each share of our class A common stock can be converted, at the option of the holder thereof, into 30 shares of our class B common stock. The 4,464 shares (subject to antidilution adjustments) of our class A common stock being registered hereunder represent the maximum aggregate number of shares of our class A common stock issuable upon the exercise of the warrants. The 133,920 shares (subject to antidilution adjustments) of our class B common stock being registered hereunder represent the maximum aggregate number of shares of our class B common stock issuable upon the exercise of the warrants or into which the class A common stock issuable upon exercise of the warrants can be converted. The registrant will receive consideration in the amount of $10,000 per warrant exercised, regardless of whether such warrant is exercised for our class A common stock or our class B common stock. No separate consideration will be received by the registrant in connection with any conversion of class A common stock into class B common stock. The proposed maximum offering price per share was calculated pursuant to Rule 457(g) under the Securities Act based on the exercise price of the warrants.

(6)	Pursuant to Rule 416 under the Securities Act, the shares of common stock registered under this registration statement shall include an indeterminate number of shares of common stock that may be issued in connection with a stock split, stock dividend or similar event.

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a 3.0% Senior Note due 2007, payable by us, due on November 15, 2007, in the principal amount of $10,000;

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a warrant to purchase, on or prior to May 15, 2007, 0.1116 share (subject to antidilution adjustments) of our class A common stock or 3.3480 shares (subject to antidilution adjustments) of our class B common stock, at an exercise price of $10,000; and

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a fractional interest in U.S. treasury strips that will mature on a semiannual basis through May 15, 2007 (“initial pledged treasuries”).

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40,000 SQUARZ;

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an indeterminate number (up to 40,000) of Stripped SQUARZ that can be created from the SQUARZ;

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$400,000,000 in aggregate principal amount of notes that are a component of, but can be separated from, the SQUARZ;

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an indeterminate number of shares (up to 4,464, subject to antidilution adjustments) of our class A common stock issuable upon exercise of the warrants underlying the SQUARZ and Stripped SQUARZ; and

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an indeterminate number of shares (up to 133,920, subject to antidilution adjustments) of our class B common stock issuable upon exercise of the warrants underlying the SQUARZ and Stripped SQUARZ or into which the shares of our A common stock issuable upon exercise of such warrants may be converted.

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diversified manufacturing and distribution (managed by Scott Fetzer, and whose principal products are sold under the Kirby and Campbell Hausfeld brand names);

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the retail sale of home furnishings, appliances, electronics, fine jewelry and gifts (Nebraska Furniture Mart, R.C. Willey Home Furnishings, Star Furniture, Jordan’s Furniture, Borsheim’s, Helzberg Diamond Shops and Ben Bridge Jeweler);

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the manufacturing and distribution of apparel (H.H. Brown Shoe Company, Lowell Shoe, Inc., Dexter Shoe Company, Justin Brands, Fruit of the Loom and Fechheimer Brothers);

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the training of operators of aircraft and ships and providing fractional ownership programs for general aviation aircraft (FlightSafety International and NetJets);

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the manufacturing and distribution of a variety of building materials and related products and services (Acme Building Brands, Benjamin Moore, Johns Manville and MiTek);

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the manufacturing and distribution of carpet and floor coverings (Shaw Industries);

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proprietary investing, real estate financing, transportation equipment leasing and risk management products (BH Finance, General Re Securities and XTRA Corporation); and

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other businesses (Buffalo News, Larson-Juhl, See’s Candies, International Dairy Queen and CORT Business Services).

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SQUARZ

Each SQUARZ consists of:

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a note, payable by us, due November 15, 2007 with a principal amount of $10,000;

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a warrant to purchase, on or prior to May 15, 2007 (subject to acceleration), 0.1116 share (subject to antidilution adjustments) of our class A common stock or 3.3480 shares (subject to antidilution adjustments) of our class B common stock, at the holder’s option, at an exercise price of $10,000 and requiring the holder to make semiannual warrant installment payments; and

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U.S. treasury strips that will mature on a semiannual basis through May 15, 2007. We refer to these treasury strips as the “initial pledged treasuries.” Because treasury strips can be purchased only in integral multiples of $1,000, each SQUARZ evidences a fractional ownership in the treasury strips.

The proceeds on maturity of the initial pledged treasuries, together with the interest payments on the note, are designed to generate enough funds to pay the semiannual warrant installment payments on each warrant installment payment date.

Maturity of Notes

November 15, 2007, subject to early maturity as a result of a required acceleration event.

Maturity of Warrants

May 15, 2007, subject to early expiration as a result of a required acceleration event.

Interest Payment Dates for Notes

May 15 and November 15 of each year, beginning on November 15, 2002.

Interest Rate on Notes

3.00% per annum, subject to reset in connection with a successful remarketing after a required acceleration event or upon maturity of the warrants.

Warrant Installment Payment Dates

May 15 and November 15 of each year, beginning on November 15, 2002.

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Pledge Arrangement

The notes (without recourse to payments of principal thereof) and the initial pledged treasuries have been pledged to the collateral agent for our benefit to secure your obligation to make the semiannual warrant installment payments. The notes may be separated from the SQUARZ by pledging treasury securities in lieu of the notes, thus creating “Stripped SQUARZ,” as described below, but in no event may a warrant be held separately from its related pledged securities.

Creation of Stripped SQUARZ

Each holder of a SQUARZ may create a Stripped SQUARZ and withdraw one pledged note underlying such SQUARZ by substituting, as substitute pledged securities, treasury strips that will pay, on each warrant installment payment date through the maturity of the warrant, an amount equal to the warrant installment payment due on that date under the SQUARZ Agreement, minus the amount to be received on that date from the initial pledged treasuries already pledged for that SQUARZ. Upon such substitution and the receipt of an instruction from the SQUARZ agent, the collateral agent will effect the release to the SQUARZ agent of a pledged note free and clear of our security interest. Holders may create a Stripped SQUARZ at any time on or before the second business day prior to the maturity or early expiration of the related warrant.

Each Stripped SQUARZ represents beneficial ownership of the warrant, the initial pledged treasuries and the substitute pledged treasuries.

Re-creation of SQUARZ

Each holder of a Stripped SQUARZ may re-create a SQUARZ by substituting a note for substitute pledged treasuries. Holders may re-create SQUARZ at any time on or before the second business day prior to the maturity or early expiration of the related warrant, except that they may not re-create SQUARZ during the period beginning 15 days prior to a remarketing date.

Upon re-creation of the SQUARZ, the note will be pledged (without recourse to payments of principal thereof) to the collateral agent for our benefit to secure in part the holder’s obligation to make the semiannual warrant installment payments under the SQUARZ agreement, and the substitute pledged treasuries relating to the Stripped SQUARZ will be released.

Pledged Securities and Pledge Agreement

The notes and the initial pledged treasuries underlying the SQUARZ have been, and any substitute pledged treasuries delivered in substitution for the pledged notes and any notes delivered in substitution for substitute pledged securities will be, pledged to the collateral agent for our benefit (without recourse, in the case of the notes, to payments of principal thereof).

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the pledge of substitute pledged treasuries to replace a pledged note to create a Stripped SQUARZ;

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the pledge of a note to replace the substitute pledged treasuries to re-create a SQUARZ;

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the cancellation (when permitted) or exercise of the warrants (in each case, subject to payment of the warrant installment payment due on such date or on the next succeeding warrant installment payment date, if any); or

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the maturity or early expiration date (i.e., the 30th day following notice of a required acceleration event) of the warrant (subject to payment of the warrant installment payment due on the maturity date or the warrant installment payment accrued to the early expiration date).

Subject to our security interest and the terms of the SQUARZ agreement and the pledge agreement, the holders of SQUARZ or Stripped SQUARZ retain ownership of the initial pledged treasuries, and the pledged notes or substitute pledged treasuries, as the case may be, except that payments (other than payments of principal) on or proceeds from the notes and amounts received on the initial pledged treasuries and substitute pledged treasuries will be used to make warrant installment payments on the holder’s behalf.

We have no interest in the pledged securities other than our security interest.

If you cancel your warrant (when permitted), let the warrant expire without exercise, or exercise the warrant, then, except as provided below, the collateral agent will return all of the pledged securities relating to a SQUARZ or Stripped SQUARZ, as the case may be, to you, subject to any amount of warrant installment payment that may be payable. However, if you cancel (other than in the case of our bankruptcy) or exercise your warrant other than in integral multiples of 80 SQUARZ or Stripped SQUARZ, the collateral agent may retain some or all

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In the case of our bankruptcy prior to maturity of the warrants, the warrants underlying your SQUARZ or Stripped SQUARZ will be automatically cancelled, and you will not be required to make any future warrant installment payments. Subject to the approval by the bankruptcy court, if required, your pledged securities will be released to you, or sold by the collateral agent with proceeds paid to you.

Warrant Installment Payments

If you hold a warrant, you will be required to make installment payments of 3.75% of the exercise price per annum to us until the warrant matures or expires early following acceleration. However, you will not be required to make installment payments if:

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you have exercised your warrant (except that the full amount of the warrant installment payment due on the date of exercise or the next warrant installment payment date after exercise will be payable on the date of exercise, unless the exercise is following notice of a required acceleration event, in which case you must pay the warrant installment payment accrued to but excluding the early expiration date of the warrant);

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you have cancelled your warrant in connection with the exercise of your put right relating to the notes (except that the full amount of the installment payment due on the warrant installment payment date falling on the date of such cancellation will be payable in connection with cancellation) or in connection with a defaulted interest payment;

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the warrant expires unexercised upon the early expiration date following a required acceleration event (except that you must pay the warrant installment payment accrued to but excluding the early expiration date of the warrant); or

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the warrant has been automatically cancelled upon our bankruptcy.

If your notes are pledged to the collateral agent to secure your installment payment obligations, all amounts received on those notes (other than payments of principal) will be paid to the collateral agent. The collateral agent will distribute to the

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Remarketing Event

A “remarketing event” will occur:

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following the occurrence of a required acceleration event, in which case the remarketing date will be the third business day preceding the early expiration date of the warrants; or

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in connection with the maturity of the warrants, in which case the remarketing date will be May 10, 2007.

Following a remarketing event, all of the notes—other than the notes as to which the holders have opted not to participate in the remarketing—will be remarketed by a remarketing agent.

The remarketing agent will use commercially reasonable efforts to remarket the participating notes at a price equal to 100.125% of the principal amount, plus any accrued and unpaid interest. If, by 4:00 p.m., New York City time, on the remarketing date, the remarketing agent is unable to remarket all of the notes participating in the remarketing at a price of at least 100% of their principal amount, plus any accrued and unpaid interest, a “failed remarketing” will have occurred. In the event of a failed remarketing, the holders of the notes will have certain rights to require us to repurchase the notes as described in “Description of the Notes—Put Rights.”

After a successful remarketing, the proceeds from the remarketed notes will initially be paid to the collateral agent and to holders who held notes separate from SQUARZ. The collateral agent will then pay the net proceeds from the sale of the remarketed notes (less the portion of any warrant installment payment then due to us) to the selling holders, unless the holders are SQUARZ holders that have elected to exercise their warrants and have the proceeds applied to the exercise price, in which case the net proceeds allocable to such holders’ notes will be applied toward the exercise price of the related warrants and any warrant installment payments then due to us. Any excess net proceeds will be distributed thereafter to the selling holders.

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After the remarketing:

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the adjusted maturity of the notes will become the date that is 6 months following the remarketing date, provided that in the case of a remarketing in connection with the maturity of the warrants, the notes will continue to mature on their scheduled maturity date of November 15, 2007;

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if the remarketing has been successful, beginning on the remarketing date, the notes will bear interest on their principal amount at the rate established in the remarketing; and

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if the remarketing has been unsuccessful, the interest rate on the notes will remain at 3.00% per annum and the holders of the notes will have the right to require us to repurchase the notes.

Remarketing Procedures

On the fourth business day (the “reset announcement date”) immediately preceding the remarketing date, the remarketing agent will determine the applicable benchmark treasury (as described in “Description of the Notes—Remarketing—Remarketing Procedures—General”) and the reset spread to be added to the yield on the applicable benchmark treasury to be used to determine the reset rate. The reset rate on the notes will be equal to the sum of the reset spread and the yield on the applicable benchmark treasury in effect on the remarketing date. The remarketing agent will establish the reset spread so that the notes with the resulting reset rate are expected to have an approximate market value on the remarketing date of 100.125% of their principal amount, plus any accrued and unpaid interest.

Holders of the SQUARZ or notes may, by notice no later than the fifth business day immediately preceding the remarketing date, elect not to participate in the remarketing. Holders who have not given such notice will be deemed to have agreed to participate in the remarketing. Holders of SQUARZ participating in the remarketing may provide notice by the fifth business day preceding the remarketing date indicating that they intend to exercise warrants in connection with such remarketing and that they elect to apply the net proceeds of a successful remarketing (or the proceeds of our repurchase of their notes following a failed remarketing) to the warrant exercise price. If a holder of a SQUARZ participating in the remarketing has given a notice of warrant exercise and elects to have the remarketing or put proceeds applied to the exercise price, any excess net proceeds will be distributed to the holder. Holders may revoke an exercise notice by submitting notice to the SQUARZ agent by 5:00 p.m., New York City time, on the maturity date or early expiration date of the warrants, at which time the exercise

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Put Rights

A holder of SQUARZ or notes has the right to require us to repurchase the notes on a scheduled repurchase date or, in the event of a failed remarketing in conjunction with the maturity of the warrants, on the maturity date, or in the event of a failed remarketing in conjunction with a required acceleration, on the early expiration date of the warrants (the “repurchase date”), for the principal amount of the notes plus accrued and unpaid interest to, but excluding, the repurchase date. The scheduled repurchase dates will be May 15 of 2003, 2004, 2005 and 2006.

Except for a repurchase following a failed remarketing, a holder of a SQUARZ may require us to repurchase the related note only if that holder simultaneously surrenders and cancels the related warrant.

If a note has been separated from the related warrant by the creation of a Stripped SQUARZ, the holder or any subsequent holder of the related note has no right to require us to repurchase that note except in the event of a failed remarketing, unless the holder re-creates a SQUARZ as described above.

If the holder of a SQUARZ elects to exercise the warrant underlying that SQUARZ before the warrant matures, the holder or any subsequent holder of the related note may require us to repurchase the note as described above on any scheduled repurchase date subsequent to such warrant exercise, except that if the warrant is exercised within the 90-day period before a scheduled repurchase date, the holder may not require us to repurchase the related note on that scheduled repurchase date.

Notwithstanding the foregoing, the holder of a SQUARZ or any note may require us to repurchase the note in the event of a failed remarketing.

Exercise of Warrants

Except as described above, you may exercise your warrant at any time prior to the earlier of 5:00 p.m., New York City time, on May 15, 2007 (the “maturity date”) or the early expiration date following an acceleration of the warrants. To exercise your warrant you will be required to pay the exercise price in cash (which, in the case of exercise on the maturity date or early

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If you exercise your warrant, you must deliver to the SQUARZ agent cash equal to the exercise price to settle the exercise of your warrant (which may be provided from the proceeds of a simultaneous remarketing or a put of the note) as described above; provided, however, that you must net-share settle your warrant if at the time of exercise there is not an effective registration statement covering the shares of our common stock issuable upon exercise of the warrants and the shares issued on net-share settlement would not be restricted securities under the Securities Act.

Acceleration of Warrants

The warrants will expire 30 days following notice of a required acceleration event. A “required acceleration event” is the occurrence of either of the following events prior to October 15, 2006:

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the market value of a SQUARZ is less than 95% of its underlying value on each of the ten consecutive trading days beginning on the first trading day following our receipt of notice from a holder requesting that we make a determination of the market value and underlying value of a SQUARZ; or

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the occurrence of a change of control, as defined in “Description of the Warrants—Change of Control.”

The method of determining the market value and underlying value of the SQUARZ is described in “Description of the Warrants—Acceleration of Warrants.”

If a required acceleration event occurs, we will cause the notes to be remarketed. If you wish to exercise your warrants in this case, you may use the proceeds obtained from a successful remarketing to pay the exercise price, and if the remarketing fails, require us to repurchase the notes and use the repurchase price to pay the exercise price.

You will be required to make any warrant installment payment that has accrued to but excluding the early expiration date.

Registration Rights

We will use our best efforts to keep the registration statement of which this prospectus is a part effective until the earliest of:

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with respect to (i) the SQUARZ, Stripped SQUARZ and notes, May 28, 2004 and (ii) the common stock issuable upon exercise of the registered warrants, the first date as of which no registered warrants remain outstanding (whether

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the date when the holders of the SQUARZ, Stripped SQUARZ, notes, and common stock issuable upon exercise of the warrants are able to sell all such securities immediately without restriction pursuant to the volume limitation provisions of Rule 144 under the Securities Act; and

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the date when all of the SQUARZ, Stripped SQUARZ, notes, and common stock issuable upon exercise of the warrants held by holders that complete and deliver in a timely manner the selling securityholder election and questionnaire described below are registered under the shelf registration statement and disposed of in accordance with the shelf registration statement.

See “Description of the Registration Rights Agreement.”

As used in this prospectus, a “registered warrant” is a warrant underlying a SQUARZ or Stripped SQUARZ of a holder thereof that acquired that SQUARZ or Stripped SQUARZ in a transaction covered by this prospectus. As used in this prospectus, an “unregistered warrant” is any warrant underlying a SQUARZ or Stripped SQUARZ other than a registered warrant, including any warrant underlying a SQUARZ or Stripped SQUARZ of a holder thereof that did not acquire that SQUARZ or Stripped SQUARZ in a transaction covered by this prospectus.

Form and Denomination

The Depository Trust Company (“DTC”) is acting as securities depositary for the SQUARZ and the Stripped SQUARZ, and is expected to act as such for any notes separated in connection with the creation of a Stripped SQUARZ, each of which shall be issued only as fully registered securities registered in the name of DTC or its nominee for credit to an account of a direct or indirect participant in DTC as described below and each of which will be evidenced by one or more global certificates deposited with or on behalf of DTC and registered in the name of Cede & Co. as DTC’s nominee; provided, however, that we may elect, and have currently elected, to issue the notes in certificated form directly to the SQUARZ agent or the collateral agent.

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United States Federal Income Tax Consequences

If you purchase a SQUARZ, you will be treated for U.S. federal income tax purposes as having acquired beneficial ownership of a note, a warrant, and the corresponding initial pledged treasuries. The purchase price paid for a SQUARZ will be allocated among the note, the warrant and the initial pledged treasuries based on their respective fair market values (taking into account the obligation to make warrant installment payments). The amount of the purchase price allocated to the initial pledged treasuries will be further allocable among the initial pledged treasuries in accordance with their relative fair market values. The purchase price paid for a Stripped SQUARZ will be allocated among the warrant and the initial and substitute pledged treasuries based on their respective fair market values (taking into account the obligation to make warrant installment payments). The amount of the purchase price allocated to the initial and substitute pledged treasuries will be further allocable among the initial and substitute pledged treasuries in accordance with their relative fair market values. Because warrant installment payments made by a holder are capital expenditures and thus not currently deductible for U.S. federal income tax purposes, a holder will not be able to use the warrant installment payments made by the holder to offset current ordinary interest or discount income recognized in respect of the initial pledged treasuries and the note (or, in the case of a Stripped SQUARZ, in respect of the initial and substitute pledged treasuries). Therefore, a holder of SQUARZ or Stripped SQUARZ will recognize current taxable ordinary interest or discount income in respect of the SQUARZ or Stripped SQUARZ without receiving net current cash distributions. Moreover, losses recognized by a holder in respect of a SQUARZ or Stripped SQUARZ held as a capital asset will constitute capital losses, which may be used to offset ordinary interest or discount income in respect of SQUARZ or Stripped SQUARZ only by individual investors and to a very limited extent. See “U.S. Federal Income Tax Consequences” in this prospectus.

An investment in a SQUARZ involves certain tax-related risks. As there is no statutory, judicial or administrative authority directly addressing the U.S. federal income tax treatment of the SQUARZ or instruments similar to the SQUARZ, you are urged to consult your own tax advisor with respect to the tax consequences of the purchase, ownership and disposition of the SQUARZ. See “Risk Factors” in this prospectus.

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*	Excludes fixed charges of finance businesses. Ratios of consolidated earnings to consolidated fixed charges, including fixed charges of finance businesses, are: 1997—18.56x; 1998—27.47x; 1999—4.17x; 2000—6.56x; 2001—2.22x; six months ended June 30, 2002—7.55x.

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*	Less than one percent.

(1)	Stripped SQUARZ can be created from SQUARZ and re-created into SQUARZ.

(2)	The notes may be sold as a unit with the SQUARZ of which they are a component or sold separately after they have been separated from such SQUARZ.

(3)

Assumes that all of the warrants underlying the SQUARZ and Stripped SQUARZ of the selling securityholder are exercised for class A common stock at a ratio of 0.1116 share of class A common stock per warrant; excludes fractional shares of class A common stock and shares of class B common stock that are issuable in lieu of fractional shares of class A common stock.

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(4)

Assumes that all of the warrants underlying the SQUARZ and Stripped SQUARZ of the selling securityholder are exercised for class B common stock at a ratio of 3.3480 shares of class B common stock per warrant or exercised for class A common stock at a ratio of 0.1116 share of class A common stock per warrant and converted into 30 shares of class B common stock per share of class A common stock; excludes fractional shares of class B common stock.

(5)

Calculated pursuant to Rule 13d-3(d)(i) under the Exchange Act based on 1,317,317 shares of class A common stock and 6,500,173 shares of class B common stock outstanding as of July 31, 2002. In calculating the percentage with respect to each selling securityholder, we treated as outstanding the shares of common stock issuable upon exercise of all of the warrants underlying the SQUARZ and Stripped SQUARZ held by such selling securityholder but did not assume the exercise of any warrant by any other holder of SQUARZ or Stripped SQUARZ. Because each share of class A common stock is convertible into 30 shares of class B common stock, we treated each share of class A common stock as equivalent to 30 shares of class B common stock. Percentage for each selling securityholder reflects not only the shares of our common stock issuable to such selling securityholder upon the exercise of the warrants underlying such selling securityholder’s SQUARZ or Stripped SQUARZ but also other shares of our common stock that such selling securityholder has informed us that it beneficially owns.

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directly to purchasers,

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pursuant to Rule 144 under the Securities Act, where applicable,

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through brokers or dealers, or otherwise, or

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through one or more underwritten offerings, on a firm commitment or best efforts basis.

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a note, payable by us, due November 15, 2007 with a principal amount of $10,000, on which we will pay interest semiannually at the initial rate of 3.00% per annum; provided, that the maturity of the note may be earlier as a result of a required acceleration event with respect to the SQUARZ (as described in “Description of the Notes—Remarketing” and “Description of the Warrants” below), and the interest rate on the note may be reset in connection with a successful remarketing of the notes (as described in “Description of the Notes” below);

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a warrant to purchase, on or prior to May 15, 2007 (subject to acceleration as described in “Description of the Warrants” below), 0.1116 share (subject to antidilution adjustments) of our class A common stock or 3.3480 shares (subject to antidilution adjustments) of our class B common stock, at the holder’s option, at an exercise price of $10,000. If the holder elects to receive our class A common stock, any fractional share of our class A common stock the holder would receive will be issued in such number of shares of our class B common stock that is equal to the fractional number of our class A common stock multiplied by 30, and any fractional share of our class B common stock the holder would receive will be paid in cash equal to the then-current market price of one share of our class B common stock multiplied by such fraction. You are obligated to make semiannual warrant installment payments for so long as the warrant is outstanding, and you may be required to make up to an additional warrant installment payment when the warrant is exercised or otherwise ceases to be outstanding. Your right to cancel the warrant and terminate your obligation to make these payments is limited; and

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U.S. treasury strips that will mature on a semiannual basis through May 15, 2007. We refer to these treasury strips as the “initial pledged treasuries.” Because treasury strips can be purchased only in integral multiples of $1,000, each SQUARZ evidences a fractional ownership in the treasury strips. The initial pledged treasuries related to each SQUARZ consists of the following U.S. treasury strips:

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a SQUARZ agreement with The Bank of New York, as SQUARZ agent, governing the appointment of the SQUARZ agent as the agent and attorney-in-fact for the holders of the SQUARZ and the Stripped SQUARZ, the transfer, exchange or replacement of certificates representing the SQUARZ and the Stripped SQUARZ and certain other matters relating to the SQUARZ and the Stripped SQUARZ; and

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a pledge agreement with The Bank of New York, as collateral agent, custodial agent and securities intermediary creating a pledge and security interest for our benefit to secure the obligations of holders of SQUARZ and Stripped SQUARZ under the SQUARZ agreement.

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a warrant;

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initial pledged treasuries; and

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certain U.S. treasury strips described under “—Creating Stripped SQUARZ” below.

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deposit with the collateral agent the substitute pledged treasuries described above, which will be substituted for a pledged note and pledged to the collateral agent to secure your obligation to pay the warrant installment payments;

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tender a SQUARZ to the SQUARZ agent; and

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deliver a notice to the SQUARZ agent stating that you have deposited the specified substitute pledged treasuries with the collateral agent, pledging such substitute pledged treasuries and instructing that such substitute pledged treasuries be pledged to the collateral agent, and requesting that the SQUARZ agent instruct the collateral agent to release to you one pledged note.

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cancel your SQUARZ;

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transfer to you the released note; and

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deliver to you a Stripped SQUARZ.

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deposit a note with the collateral agent;

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tender a Stripped SQUARZ to the SQUARZ agent; and

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deliver a notice to the SQUARZ agent stating that you have deposited the note with the collateral agent, pledging the note and instructing the note to be pledged to the collateral agent, and requesting that the SQUARZ agent instruct the collateral agent to release to you the substitute pledged treasuries relating to a Stripped SQUARZ.

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cancel the Stripped SQUARZ;

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transfer to you the substitute pledged treasuries; and

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deliver to you the SQUARZ.

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the tender of substitute pledged treasuries to replace the related pledged note upon the creation of a Stripped SQUARZ;

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the tender of a note to replace the related substitute pledged treasuries upon the re-creation of a SQUARZ;

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the cancellation (when permitted) or exercise of the warrants (in each case, subject to payment of the warrant installment payment due on such date or on the next succeeding warrant installment payment date, if any); or

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the maturity or early expiration of the warrant (subject to payment of the warrant installment payment due on the maturity date or the warrant installment payment accrued to, but excluding, the early expiration date).

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appointing a successor SQUARZ agent;

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adding to our covenants for your benefit;

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adding, amending or supplementing procedures and procedural matters;

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curing any ambiguity, or correcting or supplementing any defective or inconsistent provisions; or

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make any other provisions with respect to matters or questions arising under the SQUARZ agreement which shall not adversely affect the interests of the holders.

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change the warrant installment payment date;

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change the amount or type of collateral required to be pledged;

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materially and adversely affect the holders’ rights in any pledged collateral;

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change the exercise date of the warrants, except as provided in the SQUARZ agreement;

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reduce the number of shares of our common stock issuable upon exercise of the warrants;

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increase the exercise price of the warrants;

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increase the amount of the warrant installment payments;

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change the maturity date of the warrants;

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materially and adversely affect the holders’ right with respect to the SQUARZ and Stripped SQUARZ;

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reduce the percentage of outstanding SQUARZ and Stripped SQUARZ the consent of holders of which is required for the modification or amendment of the provisions of the SQUARZ agreement.

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the successor or transferee corporation (or other entity) shall be a corporation or other entity organized under the laws of the United States of America, of a State of the United States, or of the District of Columbia;

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the successor or transferee corporation (or other entity) shall expressly assume our obligations under the SQUARZ agreement, the pledge agreement, and the remarketing agreement; and

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we or such successor or transferee corporation (or other entity) is not, immediately after such merger, consolidation, sale, assignment, transfer, lease or conveyance, in default in the performance of any of our or its obligations under the SQUARZ agreement, the pledge agreement or the remarketing agreement.

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the offering of the SQUARZ;

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the retention of the collateral agent and the SQUARZ agent;

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the enforcement by the SQUARZ agent of the rights of the holders of the SQUARZ and Stripped SQUARZ; and

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with certain exceptions, stock transfer and similar taxes, if any, attributable to the initial issuance and delivery of our common stock upon exercise of the warrants.

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following the occurrence of a required acceleration event (as defined in “Description of the Warrants—Acceleration of Warrants”), in which case the remarketing date will be the third business day preceding the early expiration date of the warrants; or

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in connection with the maturity of the warrants, in which case the remarketing date will be May 10, 2007.

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the adjusted maturity of the notes will become the date that is 6 months following the remarketing date (whether or not the remarketing is successful);

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if the remarketing has been successful, beginning on the remarketing date, the notes will bear interest on their principal amount at the rate established in the remarketing; and

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if the remarketing has been unsuccessful, the interest rate on the notes will remain at 3.00% per annum and the holders of the notes will have the right to require us to repurchase the notes as described in “Description of Notes—Put Rights” below.

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the notes will continue to mature on their scheduled maturity date of November 15, 2007 (whether or not the remarketing is successful);

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if the remarketing has been successful, beginning on the remarketing date, the notes will bear interest on their principal amount at a rate equal to the rate established in the remarketing; and

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if the remarketing has been unsuccessful, the interest rate on the notes will remain at 3.00% per annum and the holders of the notes will have the right to require us to repurchase the notes as described in “Description of Notes—Put Rights” below.

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DTC, the note trustee, the SQUARZ agent and us of the reset rate determined in the remarketing and the number of notes sold in the remarketing;

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each person purchasing notes in the remarketing, or the appropriate DTC participant, of the reset rate (if applicable) and the number of notes such person is to purchase; and

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each purchaser of notes to give instructions to its DTC participant to pay the purchase price on the settlement date in same day funds against delivery of the notes purchased through the facilities of DTC.

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the remarketing agent conducts a remarketing pursuant to the terms of the remarketing agreement;

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the remarketing agent is able to find a purchaser or purchasers for notes being remarketed; and

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the purchaser or purchasers deliver the purchase price therefor to the remarketing agent.

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specify the number of the notes to be repurchased by us; and

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the certify to us that you are the beneficial owner of the notes to be repurchased.

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the successor or transferee corporation (or other entity), if other than us, shall expressly assume the due and punctual payment of the principal of and any interest on the notes and the performance of the indenture;

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the successor or transferee corporation (or other entity) shall be a corporation or other entity organized under the laws of the United States of America, of any State of the United States, or of the District of Columbia; and

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immediately after giving effect to such merger, consolidation, sale, assignment, transfer, lease or conveyance (and treating the indebtedness under the notes as having been incurred by the successor or transferee corporation (or other entity) at the time of such transaction), no indenture event of default shall have occurred and be continuing.

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a default in the payment of any interest on the notes when due and payable, and the continuance of such default for a period of 30 days;

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a default in the payment of principal of the notes when due and payable;

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certain defaults under other indebtedness having an aggregate principal amount outstanding of at least $50,000,000 by us or any of our consolidated subsidiaries;

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certain events of bankruptcy, insolvency or liquidation involving us; and

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a default in the performance, or breach, of other of our covenants or warranties in the indenture that continues for 60 days after we receive notice of the default or breach.

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cash,

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U.S. government obligations, which through the payment of interest and principal in respect thereof in accordance with their terms will provide money at such time or times as payments are due and payable on the notes, or

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a combination of the foregoing sufficient to pay and discharge each installment of principal, and interest on the notes.

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no indenture event of default or event (including such deposit) which with notice or lapse of time would become an indenture event of default shall have occurred and be continuing on the date of such deposit,

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such deposit and the related intended consequence will not result in any default or event of default under any other agreement or instrument binding upon us,

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we shall have delivered to the note trustee an opinion of independent tax counsel or a private letter ruling by the IRS satisfactory to the note trustee to the effect that holders of the notes will not recognize income, gain or loss for United States federal income tax purposes if we make such deposit, and

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we shall have delivered to the note trustee a certificate stating that the notes, if they are then listed on any securities exchange, will not be delisted as a result of such deposit.

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change the stated maturity of the principal of, or any installment of principal of or interest on the notes,

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reduce the principal or interest on any notes,

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change the place of payment where the notes or any interest thereon is payable,

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impair the right to institute suit for the enforcement of any payment on or with respect to the notes on or after the stated maturity thereof,

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reduce the percentage in principal amount of the notes then outstanding required for modification or amendment of the indenture or for any waiver of compliance with certain provisions of the indenture or for waiver of certain defaults, or

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modify any of the above provisions.

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the issuance and exchange of the notes, and

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the retention of the note trustee.

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you have exercised your warrant (except that the full amount of the warrant installment payment due on such date, if such date is a warrant installment payment date, or on the first warrant installment payment date after exercise, if other than a warrant installment payment date, will be payable on the date of exercise unless the exercise is following notice of a required acceleration event, in which case you must pay the warrant installment payment accrued to but excluding the early expiration date of the warrant);

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you have cancelled your warrant in connection with the exercise of your put right relating to the notes as described in “Description of the Notes—Put Rights” (except that the full amount of the installment payment due on the warrant installment payment date falling on the date of such cancellation will be payable in connection with cancellation) or in connection with an interest payment default as described in “—Option to Cancel Warrants upon Interest Payment Default”;

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the warrant expires unexercised upon the early expiration date following a required acceleration event (except that you must pay the warrant installment payment accrued to but excluding the early expiration date of the warrant); or

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the warrant has been automatically cancelled upon our bankruptcy.

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surrender to the SQUARZ agent the SQUARZ certificate or Stripped SQUARZ certificate representing the warrant to be exercised (in the case of definitive certificates);

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properly complete and execute a form of election to exercise;

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if the warrant to be exercised was received in a transaction exempt from registration requirements under the Securities Act, furnish to the trustee such certifications, legal opinions or other information as we may reasonably require to confirm that the proposed transfer is being made pursuant to an exemption from registration;

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if settlement of the warrant exercise is being made in cash, pay in full the exercise price (or have directed that the exercise price be paid in full either from proceeds of a simultaneous successful remarketing or our repurchase of the notes in the event of a failed remarketing as described below); and

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pay in full any amount of warrant installment payment that is due.

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the “market value” of one share of our class B common stock will equal the average reported closing price, as determined by the SQUARZ agent, of our class B common stock for the 10 trading days immediately following the effective date of the exercise of the warrant;

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for the purpose of determining the applicable market value of our class B common stock, the closing price of our class B common stock on any date of determination means the closing sale price, or, if no closing price is reported, the last reported sale price of our class B common stock on the New York Stock Exchange on that date. If our class B common stock is not listed for trading on the New York Stock Exchange on any date, the closing price of our class B common stock on any date of determination means the closing sale price as reported in the composite transactions for the principal U.S. securities exchange on which our class B common stock is so listed, or if our class B common stock is not so listed on a U.S. national or regional securities exchange, as reported by the Nasdaq stock market, or, if our class B common stock is not so reported, the last quoted bid price for our class B common stock in the over-the-counter market as reported by the National Quotation Bureau or similar organization, or, if that bid price is not available, the market value of our class B common stock on that date as determined by a nationally recognized independent investment banking firm retained by us for this purpose, and

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a “trading day” is a day on which our class B common stock (1) is not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business and (2) has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of our class B common stock.

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the market value of a SQUARZ is less than 95% of its underlying value on each of the ten consecutive trading days beginning on the first trading day following our receipt of notice from a holder requesting that we make a determination of the market value and underlying value of a SQUARZ; or

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the occurrence of a change of control, as defined below.

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There shall be consummated any reorganization, consolidation or merger by us in which we are not the continuing or surviving corporation or pursuant to which our Class A and Class B common stock would be converted into cash, securities or other property, other than a merger involving us in which the holders of our Class A and Class B common stock immediately prior to the merger have the same proportionate ownership, directly or indirectly, of the common stock of the surviving corporation immediately after the merger as they had of our Class A and Class B common stock immediately prior to the merger and other than a merger in which after the merger Warren E. Buffett, Buffett family members and Buffett entities have beneficial ownership (where “beneficial ownership” and “beneficial owner” have the meanings ascribed to those terms in Rule 13d-3 under the Exchange Act or any successor provision) of at least 5% of the total voting power entitled to vote generally in the election of directors and at least twice the amount of such total voting power as is represented by the beneficial ownership of any

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All or substantially all of our assets are transferred or sold as an entirety to any person or related group of persons other than the following persons, individually or collectively: Warren E. Buffett, Buffett family members and Buffett entities;

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Any person or group shall be, directly or indirectly, the beneficial owner of a greater percentage of the total voting power entitled to vote generally in the election of our directors than Warren E. Buffett, Buffett family members and Buffett entities, collectively; or

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Warren E. Buffett, Buffett family members and Buffett entities, collectively, cease to have beneficial ownership, directly or indirectly, of at least 5% of such total voting power.

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the issuance of our common stock payable as a dividend or distribution on our common stock;

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subdivisions and combinations of our common stock;

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the issuance to all holders of our common stock of certain rights or warrants to purchase our common stock (or securities convertible into our common stock) at less than (or having a conversion price per share less than) the market price of our common stock at the time of such issuance;

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the dividend or other distribution to all holders of our common stock of shares of our capital stock or evidences of our indebtedness or our assets (including securities, but excluding those rights and warrants referred to above and dividends and distributions in connection with a reclassification, change, consolidation, merger, combination, sale or conveyance resulting in a change in the conversion consideration as described below or distributions or dividends paid exclusively in cash);

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dividends or other distributions consisting exclusively of cash to all holders of our common stock to the extent that such distributions, combined together with (A) all other such all-cash distributions made within the preceding 12 months for which no adjustment has been made plus (B) any cash and the fair market value of other consideration paid for any tender offers by us or any of our subsidiaries for our common stock concluded within the preceding 12 months for which no adjustment has been made, exceed 5% of our market capitalization on the record date for such distribution; market capitalization is the product of the then current market price of our class A and class B common stock times the number of shares of our class A and class B common stock, respectively, then outstanding; and

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the purchase of our common stock pursuant to a tender offer made by us or any of our subsidiaries to the extent that the same involves an aggregate consideration that, together with (A) any cash and the fair market value of any other consideration paid in any other tender offer by us or any of our subsidiaries for our common stock expiring within the 12 months preceding such tender offer for which no adjustment has been made plus (B) the aggregate amount of any all-cash distributions referred to in the paragraph above to all holders of our common stock within 12 months preceding the expiration of tender offers for which no adjustments have been made, exceeds 5% of our market capitalization on the expiration of such tender offer.

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any reclassification or change of our common stock (other than changes resulting from a subdivision or combination) or

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a consolidation, merger or combination involving us or a sale or conveyance to another corporation of all or substantially all of our property and assets,

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with respect to (i) the SQUARZ, Stripped SQUARZ and notes, May 28, 2004 and (ii) the common stock issuable upon exercise of the registered warrants, the first date as of which no registered warrants remain outstanding (whether due to exercise, cancellation, or expiration), and (iii) the common stock issuable upon exercise of the unregistered warrants, the earlier of (x) two years following the last date as of which an unregistered warrants is exercised and (y) the first date on which no underlying unregistered warrant has been exercised and no underlying unregistered warrant remains outstanding (whether due to expiration, cancellation, or otherwise);

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the date when the holders of the SQUARZ, Stripped SQUARZ, notes and common stock issuable upon exercise of the warrants are able to sell all such securities within the volume limitations of paragraph (e) of Rule 144 under the Securities Act; and

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the date when all SQUARZ, Stripped SQUARZ, notes and common stock issuable upon exercise of the warrants held by holders that complete and deliver in a timely manner the selling securityholder election and questionnaire described below are registered under the registration statement of which this prospectus is a part and disposed of in accordance with such registration statement.

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required to be named as a selling securityholder in this prospectus;

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required to deliver this prospectus to purchasers;

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subject to certain of the civil liability provisions under the Securities Act in connection with such selling securityholder’s sales; and

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bound by the provisions of the registration rights agreement which are applicable to such selling securityholder (including certain indemnification rights and obligations).

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the prospectus would contain a material misstatement or omission as a result of an event that has occurred and is continuing; and

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the disclosure of this material non-public information would be contrary in a material manner to our and our stockholders’ best interests.

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if the registration statement ceases to be effective (or the selling holders are otherwise prevented or restricted by us from effecting sales pursuant thereto) for more than 30 days, whether or not consecutive, in any 90-day period, or for more than 90 days, whether or not consecutive, during any 12-month period, at a rate per annum equal to 0.50% of the applicable amount from the 31st day of the applicable 90-day period or the 91st day of the applicable  12-month period, as the case may be, that the registration statement ceases to be effective (or the selling holders are otherwise prevented or restricted by us from effecting sales pursuant thereto); or

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if we fail to file a post-effective amendment to the registration statement, or the post-effective amendment is not declared effective, within the periods required by the registration rights agreement, at a rate per annum equal to 0.50% of applicable amount from and including the date of such registration default.

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our Annual Report on Form 10-K for the year ended December 31, 2001;

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our Quarterly Report on Form 10-Q for the quarter ended March 31, 2002;

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our Quarterly Report on Form 10-Q for the quarter ended June 30, 2002; and

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the description of our class A common stock and our class B common stock included in the Registration Statement of Form 8-A filed with the SEC on March 30, 1999.

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(a)	Berkshire, the undersigned registrant, hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the

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changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

Berkshire, the undersigned registrant, hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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