SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2 (b)
Amendment No. 3
M & T Bank Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
55261 F 104
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| x | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| /1/ | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
| CUSIP No. 55261 F 104
|
13G |
Page 2 of 12 Pages
|
| 1 |
NAME OF REPORTING PERSON
Warren E. Buffett | |||||
| 2 | CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) x (B) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
United States Citizen | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
-0- | ||||
| 6 | SHARED VOTING POWER
5,363,821 | |||||
| 7 | SOLE DISPOSITIVE POWER
-0- | |||||
| 8 | SHARED DISPOSITIVE POWER
5,363,821 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,363,821 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
Not Applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5% | |||||
| 12 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 55261 F 104
|
13G |
Page 3 of 12 Pages
|
| 1 |
NAME OF REPORTING PERSON
Berkshire Hathaway Inc. | |||||
| 2 | CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) x (B) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware Corporation | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
-0- | ||||
| 6 | SHARED VOTING POWER
5,363,821 | |||||
| 7 | SOLE DISPOSITIVE POWER
-0- | |||||
| 8 | SHARED DISPOSITIVE POWER
5,363,821 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,363,821 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
Not Applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5% | |||||
| 12 | TYPE OF REPORTING PERSON
HC, CO | |||||
| CUSIP No. 55261 F 104
|
13G |
Page 4 of 12 Pages
|
| 1 |
NAME OF REPORTING PERSON
National Indemnity Company | |||||
| 2 | CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) x (B) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Nebraska Corporation | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
-0- | ||||
| 6 | SHARED VOTING POWER
5,199,026 | |||||
| 7 | SOLE DISPOSITIVE POWER
-0- | |||||
| 8 | SHARED DISPOSITIVE POWER
5,199,026 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,199,026 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
Not Applicable. | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4% | |||||
| 12 | TYPE OF REPORTING PERSON
IC, CO | |||||
| CUSIP No. 55261 F 104
|
13G |
Page 5 of 12 Pages
|
| 1 |
NAME OF REPORTING PERSON
National Fire & Marine Insurance Company | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) x (B) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Nebraska Corporation | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
-0- | ||||
| 6 | SHARED VOTING POWER
164,795 | |||||
| 7 | SOLE DISPOSITIVE POWER
-0- | |||||
| 8 | SHARED DISPOSITIVE POWER
164,795 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
164,795 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(9)
0.1% | |||||
| 12 | TYPE OF REPORTING PERSON
IC, CO | |||||
| CUSIP No. 55261 F 104
|
13G |
Page 6 of 12 Pages
|
| 1 |
NAME OF REPORTING PERSON
GEICO Corporation | |||||
| 2 | CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) x (B) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware Corporation | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
-0- | ||||
| 6 | SHARED VOTING POWER
546,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
-0- | |||||
| 8 | SHARED DISPOSITIVE POWER
546,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
546,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5% | |||||
| 12 | TYPE OF REPORTING PERSON
HC, CO | |||||
| CUSIP No. 55261 F 104
|
13G |
Page 7 of 12 Pages
|
| 1 |
NAME OF REPORTING PERSON
Government Employees Insurance Company | |||||
| 2 | CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) x (B) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZEN OR PLACE OF ORGANIZATION
Maryland Corporation | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
-0- | ||||
| 6 | SHARED VOTING POWER
546,000 | |||||
| 7 | SOLE DISPOSITIVE POWER
-0- | |||||
| 8 | SHARED DISPOSITIVE POWER
546,000 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
546,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
Not Applicable | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5% | |||||
| 12 | TYPE OF REPORTING PERSON
IC, CO | |||||
Explanatory Note: Due to an oversight, this Amendment No. 3 to Schedule 13G was not timely filed. It should be noted that Berkshire Hathaway Inc. and the other reporting persons did include their holdings in the Issuer in Berkshire Hathaway Inc.’s Form 13F with the Commission on February 14, 2011 (the same date this Amendment No. 3 to Schedule 13G should have been filed).
Item 1(a). Name of Issuer:
M & T Bank Corporation
Item 1(b). Address of Issuer’s Principal Executive Offices:
One M&T Plaza
Fifth Floor
Buffalo, New York 14203
Item 2 (a). Name of Person Filing:
Item 2 (b). Address of Principal Business:
Item 2 (c). Citizenship:
Warren E. Buffett
3555 Farnam Street
Omaha, Nebraska 68131
United States Citizen
Berkshire Hathaway Inc.
3555 Farnam Street
Omaha, Nebraska 68131
Delaware Corporation
National Indemnity Company
3024 Harney Street
Omaha, Nebraska 68131
Nebraska Corporation
National Fire and Marine Insurance Company
3024 Harvey Street
Omaha, NE 68131
Nebraska corporation
GEICO Corporation
One GEICO Plaza
Washington DC 20076
Delaware corporation
Government Employees Insurance Company
One GEICO Plaza
Washington DC 20076
Maryland corporation
Item 2 (d). Title of Class of Securities:
Common Stock
Item 2 (e). CUSIP Number:
55261 F 104
Item 3. If this statement is filed pursuant to § 240.13d-1(b), or § 240.13d-2(b) or (c), check whether the person filing is a:
Warren E. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.), Berkshire Hathaway Inc. and GEICO Corporation are each a Parent Holding Company or Control Person, in accordance with § 240.13d-1(b)(1)(ii)(G).
National Indemnity Company, National Fire & Marine Insurance Company and Government Employees Insurance Company are each an Insurance Company as defined in Section 3(a)(19) of the Act.
The Reporting Persons together are a group in accordance with § 240.13d-1(b) (1) (ii) (K).
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned |
See the Cover Pages for each of the Reporting Persons.
| (b) | Percent of class |
See the Cover Pages for each of the Reporting Persons.
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote |
| (ii) | shared power to vote or to direct the vote |
| (iii) | sole power to dispose or to direct the disposition of |
| (iv) | shared power to dispose or to direct the disposition of |
See the Cover Pages for each of the Reporting Persons.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5% of the class of securities, check the following [ X ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
See Exhibit A
Item 8. Identification and Classification of Members of the Group.
See Exhibit A
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated this 14th day of February, 2014
| /s/ Warren E. Buffett |
| Warren E. Buffett |
| BERKSHIRE HATHAWAY INC. | ||
| By: | /s/ Warren E. Buffett | |
| Warren E. Buffett | ||
| Chairman of the Board | ||
| NATIONAL INDEMNITY COMPANY | NATIONAL FIRE & MARINE INSURANCE COMPANY | |||||||||
| By: | /s/ Marc D. Hamburg |
By: | /s/ Marc D. Hamburg |
|||||||
| Marc D. Hamburg | Marc D. Hamburg | |||||||||
| Chairman of the Board | Chairman of the Board | |||||||||
| GEICO CORPORATION | GOVERNMENT EMPLOYEES INSURANCE COMPANY | |||||||||
| By: | /s/ Warren E. Buffett |
By: | /s/ Michael H. Campbell |
|||||||
| Warren E. Buffett | Michael H. Campbell | |||||||||
| Chairman of the Board | Vice President | |||||||||
Exhibit A
MEMBERS OF FILING GROUP
PARENT HOLDING COMPANY OR CONTROL PERSONS:
Berkshire Hathaway Inc.
GEICO Corporation
Warren E. Buffett
RELEVANT SUBSIDIARIES THAT ARE INSURANCE COMPANIES AS DEFINED IN SECTION
3 (a) (19) OF THE ACT:
National Indemnity Company
National Fire and Marine Insurance Company
Government Employees Insurance Company
SCHEDULE 13G
EXHIBIT B
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned persons hereby agree that reports on Schedule 13G, and amendments thereto, with respect to the Common Stock of M&T Bank Corporation may be filed in a single statement on behalf of each such person, and further, each of such person designates Warren E. Buffett as its agent and Attorney-in-Fact for the purpose of executing any and all Schedule 13G filings required to be made by it with the Securities and Exchange Commission.
Dated this 14th day of February, 2014
| /s/ Warren E. Buffett |
| Warren E. Buffett |
| BERKSHIRE HATHAWAY INC. | ||
| By: | /s/ Warren E. Buffett | |
| Warren E. Buffett | ||
| Chairman of the Board | ||
| NATIONAL INDEMNITY COMPANY | NATIONAL FIRE & MARINE INSURANCE COMPANY | |||||||
| By: | /s/ Marc D. Hamburg |
By: | /s/ Marc D. Hamburg | |||||
| Marc D. Hamburg | Marc D. Hamburg | |||||||
| Chairman of the Board | Chairman of the Board | |||||||
| GEICO CORPORATION
|
GOVERNMENT EMPLOYEES INSURANCE COMPANY | |||||||
| By: | /s/ Warren E. Buffett |
By: | /s/ Michael H. Campbell | |||||
| Warren E. Buffett | Michael H. Campbell | |||||||
| Chairman of the Board | Vice President | |||||||