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): February 47, 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)

(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)

x 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 1 7.01 ~~ENTRY~~REGULATION ~~INTO~~FD ADISCLOSURE ~~MATERIAL DEFINITIVE AGREEMENT~~

On February 47, 2011, Wesco Financial Corporation (“Wesco”) ~~entered into an Agreement~~ and ~~Plan of Merger (the “Merger Agreement”) with~~ Berkshire Hathaway Inc., ~~a Delaware corporation~~ (“Berkshire Hathaway”), announced ~~and~~that ~~Montana~~they ~~Acquisitions,~~had ~~LLC,~~entered into a ~~Delaware~~definitive ~~limited~~merger ~~liability~~agreement ~~company and an indirect wholly owned subsidiary of Berkshire~~ (the “Merger ~~Sub~~Agreement”), whereby Berkshire Hathaway will acquire the remaining 19.9% of the shares of Wesco ~~common stock~~ that it does not presently own. Pursuant to the Merger Agreement and subject to the conditions set forth therein, Wesco will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving as an indirect wholly owned subsidiary of Berkshire.

~~Pursuant~~Following tothis ~~the terms of the Merger Agreement~~announcement, at the ~~effective~~Chief ~~time~~Financial ofOfficer ~~the Merger, each share~~ of Wesco ~~common~~disclosed in ~~stock~~a ~~that~~telephone isconversation ~~not~~with ~~owned~~one byinvestor ~~Berkshire~~on February ~~will~~7, be2011, ~~converted~~and ~~into~~with ~~the~~another ~~right~~investor toon ~~receive~~February ~~an amount~~8, ~~either in cash or Berkshire Class B common stock~~2011, atthat the ~~election~~amount of ~~the~~ ~~shareholder,~~transaction ~~equal~~expenses ~~to:~~included ~~(i) $386.55~~in ~~(which~~the ~~represents~~Merger ~~Wesco~~Agreement’s ~~per~~estimate ~~share~~of ~~shareholder~~Wesco shareholders’s equity as of January 31, 2011, ~~estimated~~was ~~for~~approximately ~~purposes of the Merger Agreement), plus (ii) an earnings factor of~~ $4.~~98691~~2 ~~per share per month from and after February 1~~million, ~~2011 through~~ and that ~~including the anticipated effective time of the Merger (pro rated on a daily basis for any partial month), plus or minus (iii) the change in net unrealized appreciation of~~ Wesco’s ~~investment~~ ~~securities~~current ~~and~~estimate ~~the amount~~ of ~~net~~total ~~realized~~transaction ~~investment~~expenses ~~gains~~was or$6.2 ~~losses with respect~~ to ~~Wesco’s~~$6.5 ~~investment securities (expressed on a per share basis~~million, ~~net of taxes) from February 1~~which, ~~2011~~ to the ~~close~~extent ofnot ~~business~~included onin the ~~second~~January ~~full trading~~31st ~~day prior to the date of the special meeting of the shareholders of Wesco to vote on the transaction (the “Determination Date”)~~estimate, ~~minus~~will ~~(iv) the~~reduce ~~per share amount of cash dividends declared with respect to Wesco’s common stock having a record date from and after February 4, 2011 through and including~~ the ~~anticipated~~Aggregate ~~effective time of the~~ Merger, ~~and~~Consideration ~~minus~~ (~~v) certain~~as ~~fees~~defined ~~and expenses incurred by Wesco~~ in ~~connection with~~ the ~~transaction~~Merger ~~(expressed on a per share basis~~Agreement). ~~For~~At ~~Wesco~~the time ~~shareholders~~of ~~who~~both ~~elect to receive their merger consideration in shares~~ of ~~Berkshire~~these ~~Class~~telephone ~~B common stock~~conversations, the ~~exchange~~Chief ~~ratio~~Financial ~~will~~Officer bewas ~~based~~under on the ~~average~~mistaken ofimpression ~~the~~that ~~volume-weighted~~this ~~average~~information ~~price~~had ~~per~~previously ~~share~~been ofmade ~~Berkshire Class B common stock for the period of 20 consecutive trading days ending on the Determination Date~~public.

~~Each~~The ofinformation ~~Wesco~~in ~~and~~this ~~Berkshire~~Current ~~has made~~Report ~~certain~~on ~~representations~~Form ~~and~~8-K ~~warranties~~shall innot ~~the~~be ~~Merger~~deemed ~~Agreement and each has agreed~~ to ~~use~~be ~~all~~“filed” ~~reasonable~~for ~~best~~purposes ~~efforts~~of toSection 18 ~~consummate~~of the ~~Merger.~~Securities ~~Wesco~~Exchange ~~has~~Act ~~also~~of ~~agreed~~1934, toas ~~various~~amended ~~covenants in~~ (the ~~Merger Agreement~~“Exchange Act”), ~~including,~~or ~~among~~otherwise ~~other~~subject ~~things, (i)~~ to ~~conduct~~the ~~its~~liabilities ~~business~~of inthat ~~the~~section, ~~ordinary~~nor ~~course~~shall ~~consistent~~it ~~with~~be ~~past~~deemed ~~practice~~incorporated ~~during~~by ~~the~~reference ~~period~~in ~~between~~any ~~the~~filing ~~execution~~under of the ~~Merger~~Securities ~~Agreement~~Act ~~and~~of ~~the~~1933, ~~effective~~as ~~time~~amended, ofor the ~~Merger~~Exchange ~~and~~Act, ~~(ii) to~~except ~~cause~~as aexpressly ~~special~~set ~~meeting~~forth ofby ~~Wesco’s~~specific ~~shareholders~~reference toin besuch ~~held~~a ~~to consider the adoption of the Merger Agreement~~filing.

Consummation of the Merger is subject to various conditions, including, among others, (i) the affirmative vote of holders of a majority of the outstanding shares of Wesco common stock (excluding shares owned by Berkshire and certain specified shareholders) in favor of the adoption of the Merger Agreement; (ii) the affirmative vote of holders of a majority of the outstanding shares of Wesco common stock in favor of the adoption of the Merger Agreement (with Berkshire agreeing to vote the shares of Wesco common stock it owns in favor of the Merger); (iii) the Registration Statement on Form SForward-4Looking ~~filed~~Statements in connection with the issuance of Berkshire Class B common stock in the Merger having been declared effective by the Securities Exchange Commission (the “SEC”); (iv) the shares of Berkshire Class B common stock to be issued in the Merger having been approved for listing on the New York Stock Exchange; (v) the accuracy of the representations and warranties made by the parties; (vi) the performance by the parties of material obligations, agreements and covenants under the Merger Agreement; and (vii) the receipt by each party of a tax opinion stating, among other things, that the Merger will be treated as a tax-free reorganization for Federal income tax purposes.

~~The~~Statements ~~Merger~~contained ~~Agreement~~herein ~~contains~~concerning ~~certain~~projections ~~customary~~or ~~termination~~expectations ~~rights~~of ~~for~~financial ~~Wesco~~or ~~and~~operational ~~Berkshire~~performance or economic outlook, or ~~including~~concerning ~~the~~other ~~right~~future events or results, or which refer to ~~terminate~~matters which are not historical facts, are “forward-looking statements” within the ~~Merger~~meaning ~~Agreement~~of ifthe federal securities laws. Similarly, statements that describe the ~~Merger~~objectives, expectations, ~~has~~plans ~~not~~or ~~been~~goals ~~consummated~~of byWesco ~~June~~or 30Berkshire Hathaway (including, ~~2011~~without limitation, ~~which~~their ~~date~~expectations ~~may~~with berespect ~~extended~~to ~~under~~the ~~specified~~timing ~~circumstances,~~of ~~but~~the inclosing noof ~~event~~the ~~past~~merger) ~~September~~are 30forward-looking statements. Forward-looking statements involve a number of risks and uncertainties, ~~2011~~and actual results or events may differ materially from those projected or implied in those statements.

~~The~~In ~~foregoing~~addition, ~~summary description of~~ the ~~Merger~~acquisition ~~Agreement and the transactions contemplated thereby~~ is ~~not complete and is~~ subject to ~~and qualified~~the insatisfaction ~~its~~of ~~entirety~~certain byconditions ~~reference~~and to the ~~Merger~~absence ~~Agreement, a copy~~ of ~~which~~events isthat ~~attached~~could ~~hereto~~give asrise ~~Exhibit~~to ~~2.1 and~~ the ~~terms~~termination of ~~which~~the ~~are~~Merger ~~incorporated herein by reference~~Agreement.

~~The~~We ~~Merger~~caution ~~Agreement~~against ~~has~~placing ~~been~~undue ~~attached~~reliance ason anforward-looking ~~exhibit~~statements, towhich ~~this~~reflect ~~report~~our incurrent ~~order~~beliefs ~~to provide investors~~ and ~~security~~are ~~holders~~based ~~with~~on information currently ~~regarding~~available ~~its~~to ~~terms.~~us Itas isof ~~not~~the ~~intended~~date toa ~~provide~~forward-looking ~~any~~statement ~~other financial~~is ~~information~~made. ~~about~~We ~~Wesco,~~undertake ~~Berkshire,~~no orobligation ~~their~~to ~~respective~~revise ~~subsidiaries~~forward-looking ~~and~~statements ~~affiliates.~~to ~~The~~reflect ~~representations~~future events, ~~warranties~~changes ~~and covenants contained~~ in ~~the~~circumstances, ~~Merger~~or ~~Agreement~~changes ~~were~~in ~~made~~beliefs. ~~only~~In ~~for~~the ~~purposes~~event of that ~~agreement~~we ~~and~~do ~~as of specific dates;~~update ~~were~~any ~~solely~~forward-looking ~~for~~statements, ~~the~~no ~~benefit~~inference ofshould ~~the~~be ~~parties~~made tothat ~~the~~we ~~Merger~~will ~~Agreement;~~make ~~may~~additional ~~have~~updates ~~been~~with ~~for~~respect ~~the~~to ~~purpose~~that ofstatement, ~~allocating~~related ~~contractual~~matters, ~~risk~~or ~~between~~any ~~the~~other ~~parties~~forward-looking tostatements. ~~the~~Any ~~Merger~~corrections ~~Agreement~~or ~~instead~~revisions ~~of establishing such matters as facts;~~ and ~~may~~other beimportant ~~subject to~~assumptions ~~standards~~and offactors ~~materiality applicable to the contracting parties~~ that ~~differ~~could ~~from~~cause ~~those~~actual ~~applicable~~results to ~~investors.~~differ ~~Investors~~materially ~~should~~from ~~not~~our ~~rely~~forward-looking onstatements ~~the~~may ~~representations,~~appear ~~warranties~~in ~~and~~Wesco’s ~~covenants,~~ or ~~any~~Berkshire ~~description~~Hathaway’s ~~thereof,~~public asfilings ~~characterizations~~with of the ~~actual state~~Securities ofand ~~facts~~Exchange orCommission ~~condition~~(the ~~of Wesco~~“SEC”), ~~Berkshire~~which orare accessible ~~Merger~~at ~~Sub or any of their respective subsidiaries or affiliates~~www. ~~Moreover~~sec.gov, ~~information concerning the subject matter of the representations, warranties~~ and ~~covenants may change after the date of the Merger Agreement,~~ which ~~subsequent~~you ~~information~~are ~~may~~advised orto ~~may not be fully reflected in public disclosures by Wesco and Berkshire~~consult.

~~Furthermore,~~Additional ~~Wesco’s~~Information ~~per share shareholder’s equity as of January 31, 2011 was estimated for purposes of the Merger Agreement and does not represent Wesco’s actual results.~~

OnIn ~~February 7, 2011,~~connection ~~Wesco~~with ~~and~~the proposed transaction, Berkshire ~~issued~~Hathaway will file with the SEC a ~~joint~~registration ~~press~~statement ~~release~~that ~~announcing~~will ~~the~~include ~~execution~~a proxy statement of Wesco that also constitutes a prospectus of Berkshire Hathaway relating to the ~~Merger~~proposed ~~Agreement~~transaction. AInvestors ~~copy~~are ofurged to read the ~~press~~registration ~~release~~statement isand proxy statement/prospectus and any other relevant documents filed aswith ~~Exhibit 99~~the SEC when they become available, because they will contain important information about Wesco, Berkshire Hathaway and the proposed transaction.1 The registration statement and proxy statement/prospectus and other documents relating to ~~this~~the ~~Current~~proposed transaction ~~Report~~(when onthey ~~Form~~are ~~8-K~~available) ~~and~~can isbe ~~incorporated~~obtained ~~herein~~free byof ~~reference~~charge from the SEC’s website at www. sec.gov, Berkshire Hathaway’s website at www.berkshirehathaway.com and Wesco’s website at www.wescofinancial.com.

~~Where~~Wesco, ~~You~~Berkshire ~~Can~~Hathaway ~~Find~~and ~~Additional~~certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction under the rules of the SEC. Information regarding the

In directors ~~connection~~and ~~with~~executive ~~the~~officers ~~proposed~~of ~~transaction,~~Wesco ~~Berkshire~~may ~~will~~be ~~file~~found in its 2009 Annual Report on Form 10-K filed with the SEC aon ~~registration~~March 1, ~~statement~~2010 ~~that~~and ~~will~~in ~~include~~its adefinitive proxy statement ofrelating ~~Wesco~~to ~~that~~its ~~also~~2010 Annual ~~constitutes~~Meeting ~~a prospectus~~ of ~~Berkshire~~Shareholders ~~relating to~~filed with the ~~proposed~~SEC ~~transaction.~~on ~~Investors~~March 26, ~~are~~2010. ~~urged~~Information toregarding ~~read~~ the ~~registration~~directors ~~statement~~ and ~~proxy~~executive ~~statement/prospectus~~officers ~~and~~of ~~any~~Berkshire ~~other~~Hathaway ~~relevant~~may ~~documents~~be ~~filed~~found ~~with~~in ~~the~~its ~~SEC~~2009 ~~when~~Annual ~~they~~Report ~~become~~on ~~available,~~Form ~~because~~10-K ~~they~~filed ~~will~~with ~~contain~~the ~~important~~SEC ~~information about~~on ~~Wesco~~March 1, ~~Berkshire~~ 2010 and ~~the~~in ~~proposed~~its ~~transaction.~~definitive ~~The~~proxy ~~registration~~ statement ~~and~~relating ~~proxy~~to ~~statement/prospectus~~its ~~and~~2010 ~~other~~Annual ~~documents~~Meeting ~~relating~~of toShareholders filed with the ~~proposed~~SEC ~~transaction~~on ~~(when~~March 11, ~~they~~2010. ~~are~~These ~~available)~~documents can be obtained free of charge from the ~~SEC’s website~~sources atindicated ~~www~~above.~~sec.gov,~~ ~~Berkshire’s~~Additional ~~website~~information atregarding the ~~www.berkshirehathaway.com~~interests of these participants will also be included in the registration statement and ~~Wesco’s~~proxy ~~website~~statement/prospectus atregarding ~~www~~the proposed transaction when they are filed with the SEC.~~wescofinancial.com.~~

Wesco, Berkshire and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction under the rules of the SEC. Information regarding the directors and executive officers of Wesco may be found in its 2009 Annual Report on Form 10-K filed with the SEC on March 1, 2010 and in its definitive proxy statement relating to its 2010 Annual Meeting of Shareholders filed with the SEC on March 26, 2010. Information regarding the directors and executive officers of Berkshire may be found in its 2009 Annual Report on Form 10-K filed with the SEC on March 1, 2010 and in its definitive proxy statement relating to its 2010 Annual Meeting of Shareholders filed with the SEC on March 11, 2010. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants will also be included in the registration statement and proxy statement/prospectus regarding the proposed transaction when they are filed with the SEC.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

2.1 Agreement and Plan of Merger, by and among Berkshire Hathaway Inc., Montana Acquisitions, LLC, and Wesco Financial Corporation, dated February 4, 2011

99.1 Joint Press Release issued by Wesco Financial Corporation and Berkshire Hathaway Inc., dated February 7, 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: February 7, 2011		By:	/s/ Jeffrey L. Jacobson
	Date: February 8, 2011	By:	/s/ Jeffrey L. Jacobson
		Name:	Jeffrey L. Jacobson
		Title:	Vice President and Chief Financial Officer

EXHIBIT INDEX

2.1 Agreement and Plan of Merger, by and among Berkshire Hathaway Inc., Montana Acquisitions, LLC, and Wesco Financial Corporation, dated February 4, 2011

99.1 Joint Press Release issued by Wesco Financial Corporation and Berkshire Hathaway Inc., dated February 7, 2011

Filing Compare · WESCO FINANCIAL, LLC