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Russell Corp – ‘DEFM14A’ on 6/19/06

On:  Monday, 6/19/06, at 5:16pm ET   ·   Effective:  6/19/06   ·   Accession #:  1193125-6-132062   ·   File #:  1-05822

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/19/06  Russell Corp                      DEFM14A     6/19/06    1:1.2M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Definitive Proxy Statement                          HTML    775K 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant x   Filed by a Party other than the Registrant ¨

Check the appropriate box:

RUSSELL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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June 19, 2006

Dear Russell Corporation Stockholder:

You are cordially invited to attend a special meeting of stockholders of Russell Corporation to be held on August 1, 2006, at 9:00 a.m., local time, at Crowne Plaza Atlanta Perimeter NW Hotel, 6345 Powers Ferry Road NW, Atlanta, Georgia 30339.

At the special meeting, you will be asked to consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of April 17, 2006, by and among Berkshire Hathaway Inc., F Subsidiary, Inc., an indirect wholly owned subsidiary of Berkshire Hathaway Inc., and Russell Corporation. Pursuant to the merger agreement, F Subsidiary, Inc. will merge with and into Russell Corporation and Russell Corporation will become an indirect wholly owned subsidiary of Berkshire Hathaway Inc.

If the merger is completed, Russell Corporation stockholders will receive $18.00 in cash, without interest and less any applicable withholding tax, for each share of Russell Corporation common stock owned by them as of the date of the merger.

After careful consideration, our board of directors determined that the merger agreement and the merger are in the best interests of Russell Corporation and its stockholders. Our board of directors has adopted the merger agreement. Our board of directors recommends that you vote “FOR” the approval of the merger agreement at the special meeting.

Our board of directors considered a number of factors in evaluating the transaction and consulted with its legal and financial advisors. The enclosed proxy statement also provides detailed information about the merger agreement and the merger. We encourage you to read this proxy statement carefully, including its annexes.

Your vote is very important, regardless of the number of shares you own. The merger must be approved by the holders of a majority of the outstanding shares of our common stock entitled to vote at the special meeting. Therefore, if you do not return your proxy card, vote via the Internet or telephone or attend the special meeting and vote in person, it will have the same effect as if you voted “AGAINST” approval of the merger agreement. Only stockholders who owned shares of Russell Corporation common stock at the close of business on June 12, 2006, the record date for the special meeting, will be entitled to vote at the special meeting. To vote your shares, you may use the enclosed proxy card, vote via the Internet or telephone or attend the special meeting and vote in person. On behalf of the board of directors, I urge you to complete, sign, date and return the enclosed proxy card, or vote via the Internet or telephone as soon as possible, even if you currently plan to attend the special meeting.

Thank you for your support of our company. I look forward to seeing you at the special meeting.

Sincerely,

John F. Ward

Chairman and Chief Executive Officer

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RUSSELL CORPORATION

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

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This proxy statement is dated June 19, 2006 and is being mailed to stockholders of Russell Corporation on or about June 21, 2006

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The following Q&A is intended to address some commonly asked questions regarding the merger. These questions and answers may not address all questions that may be important to you as a Russell Corporation stockholder. We urge you to read carefully the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement.

Except as otherwise specifically noted in this proxy statement, “we,” “our,” “us” and similar words in this proxy statement refer to Russell Corporation. In addition, we refer to Russell Corporation as “Russell Corporation” and to Berkshire Hathaway Inc. as “Berkshire Hathaway”.

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If your shares are held in “street name” through a broker or bank, you may vote by completing and returning the voting form provided by your broker or bank, or by the Internet or telephone through your broker or bank if such a service is provided. To vote via the Internet or telephone through your broker or bank, you should follow the instructions on the voting form provided by your broker or bank.

Any written notice of revocation or subsequent proxy should be delivered to Russell Corporation at 3330 Cumberland Blvd, Suite 800, Atlanta, Georgia, 30339, Attention: Secretary, or hand-delivered to our Secretary, at or before the taking of the vote at the special meeting.

If you have instructed a broker to vote your shares, you must follow directions received from your broker to change those instructions.

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Neither the Securities and Exchange Commission, or the SEC, nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosures in this proxy statement. Any representation to the contrary is a criminal offense.

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SUMMARY TERM SHEET

This summary highlights selected information from this proxy statement and may not contain all of the information that is important to you. To understand the merger fully and for a more complete description of the legal terms of the merger, you should read carefully this entire proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement. See “Where You Can Find More Information” on page 53. The merger agreement is attached as Annex A to this proxy statement. We encourage you to read the merger agreement, the legal document that governs the merger.

The Companies (page 19)

Russell Corporation

3330 Cumberland Blvd, Suite 800

Atlanta, Georgia, 30339

Telephone: (678) 742-8000

Established as an Alabama corporation in 1902 and reorganized as a Delaware corporation in 2005, Russell Corporation is a leading authentic athletic and sporting goods company with over a century of success. Headquartered in Atlanta, Georgia, Russell Corporation sells athletic uniforms, apparel, athletic footwear, sporting goods, athletic equipment, and accessories for a wide variety of sports, outdoor and fitness activities under well-known brands such as Russell Athletic^®, JERZEES^®, Spalding^®, and Brooks^®. Other brands include American Athletic^®, Huffy Sports^®, Mossy Oak^®, Cross Creek^®, Moving Comfort^®, Bike^®, Dudley^®, Discus^®, and Sherrin^®.

Berkshire Hathaway Inc.

1440 Kiewit Plaza

Omaha, Nebraska 68131

Telephone: (402) 346-1400

Berkshire Hathaway Inc. is a holding company owning subsidiaries engaged in a number of diverse business activities. The most important of these is the property and casualty insurance business conducted on both a direct and reinsurance basis through a number of subsidiaries. Included in this group of subsidiaries is GEICO, one of the four largest auto insurers in the United States and two of the largest reinsurers in the world, General Re and the Berkshire Hathaway Reinsurance Group. Berkshire Hathaway is domiciled in the state of Delaware, and its corporate headquarters are located in Omaha, Nebraska.

F Subsidiary, Inc.

1440 Kiewit Plaza

Omaha, Nebraska 68131

Telephone: (402) 346-1400

Incorporated on April 7, 2006, F Subsidiary, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Berkshire Hathaway, was organized solely for the purpose of entering into the merger agreement with Russell Corporation and completing the merger. F Subsidiary, Inc. has not conducted any business operations.

Merger Consideration (page 38)

If the merger is completed, you will receive $18.00 in cash, without interest and less any applicable withholding tax, in exchange for each share of Russell Corporation common stock that you own and for which you have not properly exercised appraisal rights.

After the merger is completed, you will have the right to receive the merger consideration, but you will no longer have any rights as a Russell Corporation stockholder and will have no rights as a Berkshire Hathaway

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stockholder as a result of the merger. Russell Corporation’s stockholders will receive the merger consideration after exchanging their Russell Corporation certificates in accordance with the instructions contained in the letter of transmittal to be sent to our stockholders shortly after closing of the merger.

Effects on Equity-Based Grants Outstanding Under Russell Corporation’s Stock Plans (page 38)

Upon stockholder approval of the merger agreement, the vesting of stock options outstanding as of the date of the merger agreement will automatically accelerate so that each such stock option will become fully exercisable. Immediately prior to the effective time of the merger, each option that is unexpired, unexercised and outstanding, whether vested or unvested, will be cashed out by Russell Corporation for an amount equal to the number of shares of Russell Corporation common stock such options were convertible into immediately prior to the merger multiplied by the excess, if any, of the merger consideration amount ($18.00) over the per share exercise price of such option, less any applicable withholding tax. In addition, all equity-based grants shall be cancelled by Russell Corporation in exchange for the entitlement to receive a cash payment from Russell Corporation in respect of such cancellation in an amount equal to the per share merger consideration ($18.00), less any applicable withholding taxes.

Market Prices and Dividend Data (page 15)

Our common stock is quoted on The New York Stock Exchange under the symbol “RML.” On April 17, 2006, the last full trading day before the public announcement of the merger, the closing price for our common stock was $13.30 per share and on June 16, 2006, the latest practicable trading day before the printing of this proxy statement, the closing price for our common stock was $18.04 per share.

Material United States Federal Income Tax Consequences of the Merger (page 39)

The exchange of shares of our common stock for the cash merger consideration will be a taxable transaction to our stockholders for United States federal income tax purposes.

Tax matters can be complicated, and the tax consequences of the merger to you will depend on the facts of your own situation. We strongly recommend that you consult your own tax advisor to fully understand the tax consequences of the merger to you.

Reasons for the Merger and Recommendation of the Russell Corporation Board of Directors (page 24)

Our board of directors recommends that you vote “FOR” approval of the merger agreement. At a special meeting of our board of directors on April 17, 2006, after careful consideration, including consultation with financial and legal advisors, our board of directors determined that the merger agreement and the merger are advisable and in the best interests of Russell Corporation and its stockholders and adopted the merger agreement. John F. Ward, Russell Corporation’s Chairman and Chief Executive Officer, voted against the transaction and was the sole dissenting member of the board of directors. In the course of reaching its decision, over a period of several months, our board of directors consulted with certain members of our senior management, financial advisors and legal counsel, reviewed a significant amount of information and considered a number of factors, including, among others, the following (see “The Merger—Background to the Merger” beginning on page 21):

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In the course of its deliberations, our board of directors also considered a variety of risks and other potentially negative factors, including the following:

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In considering Mr. Ward’s dissent, our board of directors weighed Russell Corporation’s financial projections against the likelihood of meeting such projections, the individual discussions with Russell Corporation’s chief financial officer and general counsel as to the updated base case projection and the upside case projection as well as the fact we missed our earnings projections for 2005. Furthermore, our board was advised by the chief financial officer that based on preliminary results, it was likely that Russell Corporation’s 2006 first quarter operating performance would not meet the 2006 first quarter operating budget. Our board of directors thus concluded that the base financial plan, the updated base case projection and the upside case projection were subject to significant execution risk and based on our prior performance, unlikely to be achieved.

Our board of directors did not assign any particular weight or rank to any of the potentially positive or negative factors or risks discussed in this section including the reasons for Mr. Ward’s dissent. Our board of directors carefully considered all of these factors as a whole in reaching its determination and recommendation.

Opinion of Our Financial Advisor (page 26)

On April 17, 2006, Goldman Sachs rendered its oral opinion, subsequently confirmed by delivery of its written opinion, dated April 17, 2006, to the board of directors of Russell Corporation that, as of the date of its opinion and based upon and subject to the factors and assumptions set forth in the opinion, the $18.00 per share in cash to be received by the holders of the outstanding shares of Russell Corporation’s common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated April 17, 2006, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement. Goldman Sachs provided its opinion for the information and assistance of the board of directors of Russell Corporation in connection with its consideration of the merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of Russell Corporation’s common stock should vote with respect to the merger. Pursuant to an engagement letter dated January 5, 2006, between Russell Corporation and Goldman Sachs, Goldman Sachs is entitled to receive a transaction fee of approximately $10 million, the principal portion of which is contingent upon consummation of the merger. Goldman Sachs may also receive, in the sole and absolute discretion of Russell Corporation, an additional fee of up to $2 million.

The Special Meeting of Russell Corporation’s Stockholders (page 16)

Date, Time and Place. A special meeting of our stockholders will be held on August 1, 2006, at Crowne Plaza Atlanta Perimeter NW Hotel, 6345 Powers Ferry Road, NW, Atlanta, Georgia 30339, at 9:00 a.m., local time, to:

Record Date and Voting Power. You are entitled to vote at the special meeting if you owned shares of our common stock at the close of business on June 12, 2006, the record date for the special meeting. You will have one vote at the special meeting for each share of our common stock you owned at the close of business on the record date. There are 33,278,205 shares of our common stock entitled to be voted at the special meeting.

Required Vote. The approval of the merger agreement requires the affirmative vote of a majority of the shares of our common stock outstanding at the close of business on the record date.

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Interests of Russell Corporation’s Executive Officers and Directors in the Merger (page 32)

When considering the recommendation of Russell Corporation’s board of directors, you should be aware that the members of Russell Corporation’s board of directors and Russell Corporation’s executive officers have interests in the merger other than their interests as Russell Corporation stockholders generally, including those described below. These interests may be different from, or in conflict with, your interests as Russell Corporation stockholders. The members of our board of directors were aware of these additional interests, and considered them, when they adopted the merger agreement.

Conditions to the Closing of the Merger (page 46)

Each party’s obligation to effect the merger is subject to the satisfaction or waiver of various conditions, which include the following:

Berkshire Hathaway and Russell Corporation are obligated to effect the merger only if the following conditions are satisfied or waived:

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Berkshire Hathaway will not be obligated to effect the merger unless the following conditions are satisfied or waived:

We will not be obligated to effect the merger unless the following conditions are satisfied or waived:

Limitation on Considering Other Acquisition Proposals (page 44)

We have agreed that Russell Corporation and its subsidiaries will not, nor will we authorize any of our or our subsidiaries’ directors, officers or employees, investment bankers, attorneys, consultants or agents to, and we will instruct our and our subsidiaries’ representatives not to, directly or indirectly:

Our board of directors may nevertheless, in response to an unsolicited bona fide acquisition proposal that it determines, in its good faith judgment, to be reasonably expected to lead to a superior proposal (taking into account any revisions to the terms of the merger or the merger agreement proposed by Berkshire Hathaway) that is not otherwise obtained in violation of the restrictions set forth in the immediately preceding bullet points:

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Subject to the satisfaction of certain conditions, our board may withdraw or modify its recommendation to our stockholders for approval of the merger agreement. In the event that our board withdraws or modifies its recommendation in a manner adverse to Berkshire Hathaway and the merger agreement is terminated, we may be required to pay a termination fee of $22 million to Berkshire Hathaway.

Termination of the Merger Agreement (page 47)

Berkshire Hathaway and we can terminate the merger agreement under certain circumstances, including:

Termination Fees and Expenses (page 47)

The merger agreement provides that regardless of whether the merger is consummated, all fees and expenses incurred by the parties in connection with the merger will be borne by the party incurring such fees and expenses.

The merger agreement requires, however, that we pay Berkshire Hathaway a termination fee of $22 million if:

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Regulatory Matters (page 40)

The HSR Act prohibits us from completing the merger until we have furnished certain information and materials to the Antitrust Division of the Department of Justice and the Federal Trade Commission and the required waiting period has expired or been terminated. The waiting period under the HSR Act expired on May 30, 2006. The merger is also subject to review by the governmental authorities of various other jurisdictions under the antitrust laws of those jurisdictions. We have filed or will file the appropriate notifications in each such jurisdiction and are pursuing the approval of the transaction.

Appraisal Rights (page 35)

Under Delaware law, you are entitled to appraisal rights in connection with the merger. If you do not vote in favor of adoption of the merger agreement and approval of the merger and instead perfect your appraisal rights under Delaware law, you will have the right to a judicial appraisal of the “fair value” of your shares in connection with the merger. This value could be more than, less than, or the same as the merger consideration for our common stock.

In order to preserve your appraisal rights, you must take all the steps provided under Delaware law within the appropriate time periods. Failure to follow exactly the procedures specified under Delaware law will result in the loss of appraisal rights. The relevant section of Delaware law regarding appraisal rights is reproduced and attached as Annex C to this proxy statement. We encourage you to read these provisions carefully and in their entirety.

IF YOU VOTE FOR THE MERGER, YOU WILL WAIVE YOUR APPRAISAL RIGHTS UNDER DELAWARE LAW.

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FORWARD-LOOKING INFORMATION

This proxy statement contains “forward-looking statements,” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on our current expectations, assumptions, beliefs, estimates and projections about our company and our industry. The forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “project,” “should” and similar expressions. Factors that may affect those forward-looking statements include, among other things:

We caution you that reliance on any forward-looking statement involves risks and uncertainties, and that although we believe that the assumptions on which our forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and, as a result, the forward-looking statements based on those assumptions could be incorrect. In light of these and other uncertainties, you should not conclude that we will necessarily achieve any plans and objectives or projected financial results referred to in any of the forward-looking statements. We do not undertake to release the results of any revisions of these forward-looking statements to reflect future events or circumstances.

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MARKET PRICES AND DIVIDEND DATA

Our common stock is included on the New York Stock Exchange under the symbol “RML”. This table shows, for the periods indicated, the range of intraday high and low per share sales prices for our common stock as reported on the New York Stock Exchange.

The following table sets forth the closing price per share of our common stock, as reported on the New York Stock Exchange on April 17, 2006, the last full trading day before the public announcement of the merger, and on June 16, 2006, the latest practicable trading day before the printing of this proxy statement:

Following the merger there will be no further market for our common stock and our stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act.

To date during fiscal year 2006, and during fiscal years 2005 and 2004, Russell Corporation paid a quarterly cash dividend on its common stock of $0.04 per share. On April 17, 2006, our board of directors declared a quarterly cash dividend on our common stock of $0.04 for each share, payable May 24, 2006, to stockholders of record at the close of business on May 10, 2006.

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the board of directors of Russell Corporation for use at the special meeting of stockholders or at any adjournment or postponement thereof.

Date, Time and Place

We will hold the special meeting at the Crowne Plaza Atlanta Perimeter NW Hotel, 6345 Powers Ferry Road NW, Atlanta, Georgia 30339, at 9:00 a.m., local time, on August 1, 2006.

Purpose of the Special Meeting

At the special meeting, we will ask the stockholders of our common stock to approve the merger agreement.

Record Date; Shares Entitled to Vote; Quorum

Only holders of record of our common stock at the close of business on June 12, 2006, the record date, are entitled to notice of, and to vote at, the special meeting. On the record date, 33,278,205 shares of our common stock were issued and outstanding and held by approximately 2,236 holders of record. Holders of record of our common stock on the record date are entitled to one vote per share at the special meeting on the proposal to approve the merger agreement.

A quorum of stockholders is necessary to hold a valid special meeting. Under our by-laws, a quorum is present at the special meeting if a majority of the shares of our common stock entitled to vote on the record date are present, in person or represented by proxy. In the event that a quorum is not present at the special meeting, it is expected that the meeting will be adjourned or postponed to solicit additional proxies. For purposes of determining the presence or absence of a quorum, votes withheld, abstentions and “broker non-votes” (where a broker or nominee does not exercise discretionary authority to vote on a matter) will be counted as present.

Vote Required

The approval of the merger agreement requires the affirmative vote of the holders of at least a majority of the shares of our common stock entitled to vote at the special meeting. Approval of the merger agreement is a condition to the closing of the merger. If a Russell Corporation stockholder abstains from voting or does not vote, either in person or represented by proxy, it will count as a vote against the approval of the merger agreement. Each “broker non-vote” will also count as a vote against the approval of the merger agreement.

Voting of Proxies

If your shares are registered in your name, you may vote by returning a signed proxy card or voting in person at the meeting. Additionally, you may submit a proxy authorizing the voting of your shares via the Internet at https://www.proxyvotenow.com/rml or by telephone by calling 1-866-825-8309, or for holders outside of the U.S. or Canada, by calling 1-215-521-1349. Authorizations for voting submitted via the Internet or telephone must be received by 11:59 p.m. Eastern Standard Time on July 31, 2006. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy via the Internet or telephone.

If you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the special meeting in person.

Voting instructions are included on your proxy card. All shares represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in accordance with the instructions of the stockholder. Properly executed proxies that do not contain voting instructions will be voted “FOR” the approval of the merger agreement.

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If your shares are held in “street name” through a broker or bank, you may vote by completing and returning the voting form provided by your broker or bank or via the Internet or by telephone through your broker or bank if such a service is provided. To vote via the Internet or telephone, you should follow the instructions on the voting form provided by your broker or bank. If you plan to attend the special meeting, you will need a proxy from your broker or bank in order to be given a ballot to vote the shares. If you do not return your bank’s or broker’s voting form, vote via the Internet or telephone through your broker or bank, if possible, or attend the special meeting and vote in person with a proxy from your broker or bank, it will have the same effect as if you voted “AGAINST” approval of the merger agreement.

Revocability of Proxies

Any proxy you give pursuant to this solicitation may be revoked by you at any time before it is voted. Proxies may be revoked by one of three ways:

First, you can deliver to the Secretary of Russell Corporation a written notice bearing a date later than the proxy stating that you would like to revoke your proxy, provided the notice is received by 11:59 p.m. Eastern Standard Time on July 31, 2006.

Second, you can complete, execute and deliver to the Secretary of Russell Corporation a new, later-dated proxy card for the same shares. If you submitted the proxy you are seeking to revoke via the Internet or telephone, you may submit this later-dated new proxy using the same method of transmission (Internet or telephone) as the proxy being revoked, provided the new proxy is received by 11:59 p.m. Eastern Standard Time on July 31, 2006.

Third, you can attend the special meeting and vote in person. Your attendance at the special meeting alone will not revoke your proxy.

Any written notice of revocation or subsequent proxy should be delivered to Russell Corporation, 3330 Cumberland Blvd, Suite 800, Atlanta, Georgia 30339, Attention: Secretary, or hand-delivered to our Secretary at or before the taking of the vote at the special meeting.

If you have instructed a broker or bank to vote your shares, you must follow directions received from your broker or bank to change those instructions.

Board of Directors’ Recommendations

After careful consideration, our board of directors has adopted the merger agreement and determined that the merger agreement and the merger are in the best interests of Russell Corporation and its stockholders. Our board of directors recommends that Russell Corporation stockholders vote “FOR” the proposal to approve the merger agreement.

Abstentions and Broker Non-Votes

Stockholders that abstain from voting on a particular matter and shares held in “street name” by brokers or nominees who indicate on their proxies that they do not have discretionary authority to vote such shares as to a particular matter will not be counted as votes in favor of such matter, but will be counted to determine whether a quorum is present at the special meeting and will be counted as voting power present at the meeting. Abstentions and broker non-votes will have the effect of a negative vote with respect to the proposal to approve the merger agreement because approval of this proposal requires the affirmative vote of a majority of all outstanding shares of our common stock.

Solicitation of Proxies

The expense of soliciting proxies in the enclosed form will be borne by Russell Corporation. We have retained Innisfree M&A Incorporated, a proxy solicitation firm, to solicit proxies in connection with the special meeting at a cost of approximately $50,000 plus expenses. In addition, we may reimburse brokers, banks and

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other custodians, nominees and fiduciaries representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by certain of our directors, officers and employees, personally or by telephone, facsimile or other means of communication. No additional compensation will be paid for such services.

Householding of Special Meeting Materials

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement may have been sent to multiple stockholders in each household. We will promptly deliver a separate copy of either document to any stockholder upon written or oral request to our Senior Vice President, Corporate Development, General Counsel & Secretary, Floyd G. Hoffman, Russell Corporation, 3330 Cumberland Blvd, Suite 800, Atlanta, Georgia 30339, (678) 742-8000.

Stockholder List

A list of our stockholders entitled to vote at the special meeting will be available for examination by any Russell Corporation stockholder at the special meeting. For ten days prior to the special meeting, this stockholder list will be available for inspection during ordinary business hours at our corporate offices located at 3330 Cumberland Blvd, Suite 800, Atlanta, Georgia 30339.

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THE COMPANIES

Russell Corporation

Established as an Alabama corporation in 1902 and reorganized as a Delaware corporation in 2005, Russell Corporation is a leading authentic athletic and sporting goods company with over a century of success. Russell Corporation sells athletic uniforms, apparel, athletic footwear, sporting goods, athletic equipment, and accessories for a wide variety of sports, outdoor and fitness activities under well-known brands such as Russell Athletic^®, JERZEES^®, Spalding^®, and Brooks^®. Other brands include American Athletic^®, Huffy Sports^®, Mossy Oak^®, Cross Creek^®, Moving Comfort^®, Bike^®, Dudley^®, Discus^®, and Sherrin^®.

Our principal executive offices are located at 3330 Cumberland Blvd, Suite 800, Atlanta, Georgia 30339. Our telephone number is (678) 742-8000. Our website is located at http://www.russellcorp.com. Additional information regarding Russell Corporation is contained in our filings with the Securities and Exchange Commission. See “Where You Can Find More Information” beginning on page 54.

Berkshire Hathaway Inc.

Berkshire Hathaway Inc. is a holding company owning subsidiaries engaged in a number of diverse business activities. The most important of these is the property and casualty insurance business conducted on both a direct and reinsurance basis through a number of subsidiaries. Included in this group of subsidiaries is GEICO, one of the four largest auto insurers in the United States and two of the largest reinsurers in the world, General Re and the Berkshire Hathaway Reinsurance Group.

Numerous business activities are conducted through non-insurance subsidiaries. Included in the non-insurance subsidiaries are several large manufacturing businesses. Shaw Industries is the world’s largest manufacturer of tufted broadloom carpet. Benjamin Moore is a formulator, manufacturer and retailer of architectural and industrial coatings. Johns Manville is a leading manufacturer of insulation and building products. Acme Building Brands is a manufacturer of face brick and concrete masonry products. MiTek Inc. produces steel connector products and engineering software for the building components market. Fruit of the Loom, Garan, Fechheimer, H.H. Brown Shoe Group and Justin Brands manufacture, license and distribute apparel and footwear under a variety of brand names. McLane Company is a wholesale distributor of groceries and nonfood items to convenience stores, wholesale clubs, mass merchandisers, quick service restaurants and others.

FlightSafety International provides training of aircraft and ship operators. NetJets provides fractional ownership programs for general aviation aircraft. Nebraska Furniture Mart, R.C. Willey Home Furnishings, Star Furniture and Jordan’s Furniture are retailers of home furnishings. Borsheim’s, Helzberg Diamond Shops and Ben Bridge Jeweler are retailers of fine jewelry. Berkshire Hathaway’s finance and financial products businesses primarily engage in proprietary investing strategies (BH Finance), commercial and consumer lending (Berkshire Hathaway Credit Corporation and Clayton Homes) and transportation equipment and furniture leasing (XTRA and CORT).

In addition, Berkshire Hathaway’s other non-insurance business activities include: Buffalo News, a publisher of a daily and Sunday newspaper; Business Wire, a leading global distributor of corporate news, multimedia and regulatory filings, See’s Candies, a manufacturer and seller of boxed chocolates and other confectionery products; Scott Fetzer, a diversified manufacturer and distributor of commercial and industrial products, the principal products are sold under the Kirby and Campbell Hausfeld brand names; Albecca, a designer, manufacturer, and distributor of high-quality picture framing products; CTB International, a manufacturer of equipment for the livestock and agricultural industries; International Dairy Queen, a licensor and service provider to about 6,000 stores that offer prepared dairy treats and food; The Pampered Chef, the premier direct seller of kitchen tools in the U.S.; and Forest River, a leading manufacturer of leisure vehicles in the U.S.

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Operating decisions for the various Berkshire Hathaway businesses are made by managers of the business units. Investment decisions and all other capital allocation decisions are made for Berkshire and its subsidiaries by Warren E. Buffett, in consultation with Charles T. Munger. Mr. Buffett is Chairman and Mr. Munger is Vice Chairman of Berkshire’s Board of Directors.

Berkshire Hathaway is domiciled in the state of Delaware and its principal executive offices are located at 1440 Kiewit Plaza, Omaha, NE 68131. Its telephone number is (402) 346-1400. Berkshire Hathaway’s website is located at http://www.berkshirehathaway.com. Additional information regarding Berkshire Hathaway is contained in Berkshire Hathaway’s filings with the Securities and Exchange Commission. See “Where You Can Find More Information” beginning on page 54.

F Subsidiary, Inc.

F Subsidiary, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Berkshire Hathaway, was organized solely for the purpose of entering into the merger agreement with Russell Corporation and completing the merger. F Subsidiary, Inc. was incorporated on April 7, 2006 and has not conducted any business operations. Its principal executive offices are located at 1440 Kiewit Plaza, Omaha, NE 68131. Its telephone number is (402) 346-1400.

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THE MERGER

The following discussion summarizes the material terms of the merger. We urge you to read carefully the merger agreement, which is attached as Annex A to this proxy statement.

Background to the Merger

Our board of directors has periodically discussed and reviewed our business, strategic direction, performance and prospects. Our board has also periodically reviewed and discussed with senior management various potential strategic alternatives and opportunities with a view towards enhancing stockholder value.

In September 2005, John F. Ward, Russell Corporation’s Chairman and Chief Executive Officer, was contacted by John B. Holland, President and CEO of Fruit of the Loom, Inc., a wholly owned subsidiary of Berkshire Hathaway, regarding Berkshire Hathaway’s potential interest in pursuing a strategic transaction with us. During the several months that followed that contact, no specific discussions between us and Berkshire Hathaway ensued. In addition, during the fall of 2005, we received additional calls from third parties regarding our interest in pursuing strategic transactions. Upon consultation with our board of directors, we did not pursue any such inquires.

On December 7, 2005, our board of directors held a regularly scheduled meeting by telephone which included, among the matters considered by the board, a review of our current defensive profile, including the terms of our Rights Plan, dated September 15, 1999. At the meeting, representatives of Goldman, Sachs & Co., referred to as Goldman Sachs, made a presentation to the board regarding their view of our current defensive profile. After that presentation, a discussion ensued among the directors and the board of directors then determined that Russell Corporation should engage an investment bank to assist it in evaluating potential strategic options.

In early January 2006, pursuant to authorization from the board of directors, we formally engaged Goldman Sachs to act as financial advisor to Russell Corporation in connection with Russell Corporation’s exploration of strategic alternatives, including a potential sale of Russell Corporation to a third party.

On January 18, 2006, the board of directors held a telephonic meeting during which members of management presented to the board a proposed restructuring plan for Russell Corporation. The meeting was also attended by representatives of Goldman Sachs who discussed with the board their view that the adoption of the restructuring plan could have a positive impact on Russell Corporation. At the conclusion of this meeting, the board of directors voted to approve the restructuring plan and the plan was announced publicly on January 19, 2006.

In early February, 2006, we received unsolicited general indications of interest in exploring strategic alternatives from two financial buyers. Neither of these parties pursued a potential transaction beyond such general indications of interest.

On February 15, 2006, our board of directors met in Atlanta, Georgia with members of our senior management and representatives of Goldman Sachs and Skadden, Arps, Slate, Meagher & Flom LLP, our outside legal advisors, to discuss potential strategic alternatives. At the meeting, representatives of Goldman Sachs presented to the board Goldman Sachs’ preliminary financial analyses of pursuing various strategic alternatives, including a possible acquisition by various strategic buyers or financial buyers and proposed divestitures of certain of our assets. The board of directors, management and representatives of Goldman Sachs also discussed in detail the pros and cons of pursuing a transaction with certain possible strategic and financial buyers, including Berkshire Hathaway. With respect to Berkshire Hathaway, the parties cited its financial resources, the speed by which it could complete a transaction, its likely less intrusive due diligence process and the certainty of closing as positive aspects of pursuing a transaction with Berkshire Hathaway. Following such discussions, the board authorized management and Goldman Sachs to approach Berkshire Hathaway regarding its interest in purchasing all of the outstanding common stock of Russell Corporation with a targeted price of at least $20.00 per share in cash.

Between February 15, 2006 and March 5, 2006, members of our management, assisted by Goldman Sachs, prepared a proposal to present to Berkshire Hathaway. On March 6, 2006, at the direction of Russell Corporation,

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representatives of Goldman Sachs contacted representatives of Berkshire Hathaway and presented our proposal which included the purchase of all of our outstanding shares of common stock for $20.00 per share in cash. Berkshire Hathaway requested that we contact Mr. Holland to discuss a potential transaction.

On March 8, 2006, Mr. Ward contacted Mr. Holland regarding a potential transaction, and both parties agreed to meet in Atlanta, Georgia on March 16, 2006 with members of their respective management teams. On March 13, 2006, the parties executed a confidentiality agreement to permit Berkshire Hathaway’s representatives to review and discuss non-public information about our operations, financial performance and projections.

On March 16, 2006, members of our management met with representatives of Berkshire Hathaway to discuss the strategic business opportunities of a potential transaction, including potential business synergies. From March 17, 2006 through March 23, 2006, Russell Corporation provided representatives of Berkshire Hathaway with diligence materials including certain financial and operational information.

On March 21, 2006, management held a conference call with the board of directors to provide an update on our business results, the status of our restructuring plan and the discussions with Berkshire Hathaway.

On March 25, 2006, we received, through representatives of Goldman Sachs, an offer from Berkshire Hathaway to purchase all of our outstanding shares of common stock for $18.00 per share in cash and a termination fee of $25 million payable under certain circumstances. On March 26, 2006, Berkshire Hathaway was advised that a $25 million termination fee was unacceptable to Russell Corporation and revised its offer to reduce the fee to $22 million. During the next week, members of our management, representatives of Berkshire Hathaway and representatives of Goldman Sachs reviewed and discussed generally the terms of Berkshire Hathaway’s offer.

On April 2, 2006, our board of directors met in Atlanta, Georgia along with management and representatives of Goldman Sachs and Skadden to consider the initial proposal made by Berkshire Hathaway. Representatives of Skadden reviewed with the board its legal duties generally and specifically in the context of pursuing a strategic transaction involving the sale of Russell Corporation. At the meeting, management provided the board with the key terms of Berkshire Hathaway’s proposal. Management also updated the base financial plan distributed to the board of directors at its February 15, 2006 meeting to reflect the current estimated effective tax rate, which was lower than the effective rate used in such February 15, 2006 distribution, referred to as the “updated base case projection”. In addition, the board of directors was updated by Mr. Ward on a number of events that had occurred since the February 15 meeting, which had the potential to significantly improve Russell Corporation’s 2006 and/or 2007 financial performance versus the base financial plan, and was provided with an upside projection reflecting the potential impact of those events, referred to as the “upside case projection”. These events included (i) an acceleration of the timing of the restructuring plan, (ii) the implementation of more than 30 six sigma improvement projects, (iii) the implementation of the Central America Free Trade Agreement for Honduras and El Salvador, and (iv) a commitment from a significant customer for purchases in 2007. Goldman Sachs then provided the board with an updated preliminary financial analysis of various potential strategic alternatives, including the Berkshire Hathaway proposal. A discussion then ensued among the board of directors, management and representatives of Goldman Sachs regarding the merits of Berkshire Hathaway’s proposal and various strategic and financial alternatives available to us. Those discussions considered, in particular, the proposed purchase price, the merits of proceeding with the proposed transaction, Russell Corporation’s future prospects and the potential advantages and disadvantages of pursuing a business combination with Berkshire Hathaway and other strategic alternatives. Our board of directors also considered and weighed the likelihood of achieving the updated base case projection as compared to the upside case projection (which had also been provided to Goldman Sachs), discussed them individually with Russell Corporation’s chief financial officer and general counsel, and determined, based on these considerations and discussions and Russell Corporation’s failure to meet its earnings projections in 2005, to pursue the proposed transaction with Berkshire Hathaway. At the meeting, our board of directors preliminarily approved proceeding with the transaction at $18.00 per share of common stock in cash, subject to negotiations of the merger agreement and final board approval, and authorized management, representatives of Goldman Sachs and Skadden to continue negotiations with Berkshire Hathaway. The board of directors advised Skadden to notify Berkshire Hathaway’s outside legal advisor, Munger, Tolles & Olson LLP, that the termination fee continued to be too high and that it needed to be reduced.

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On April 4, 2006, members of our management and Skadden provided Berkshire Hathaway and Munger, Tolles an initial draft of the proposed merger agreement. Also, on April 4, 2006, a Skadden representative notified Munger, Tolles that the board of directors did not accept the $22 million termination fee portion of Berkshire Hathaway’s offer. The next day, Munger, Tolles representatives notified Skadden that Berkshire Hathaway would not reduce the $22 million termination fee proposal and, if not accepted, Munger, Tolles was instructed to cease reviewing the merger agreement draft and to terminate discussions with Skadden. This information was reported to members of the Strategic Committee of the board of directors, which had been established for purposes of monitoring the negotiations with Berkshire Hathaway. The consensus of the members of the Strategic Committee was to withdraw its opposition to the fee, and thereafter, the negotiations with respect to the merger agreement continued.

Beginning on April 4, 2006 and continuing through the execution of the merger agreement, representatives of Berkshire Hathaway and Munger, Tolles had numerous meetings and conversations with management and Skadden in connection with its customary due diligence. On April 7, 2006, Munger, Tolles sent Berkshire Hathaway’s response to our initial merger agreement draft to Skadden.

On April 10, 2006 and continuing through April 13, 2006, representatives of management, Berkshire Hathaway, Skadden and Munger conducted negotiations with regard to the terms of the merger agreement. These negotiations focused on the representations, warranties, covenants, and closing conditions to be included in the merger agreement, as well as the limitations to be included in the agreement on our ability to contact or engage in discussions with potential acquirors. The negotiations also addressed the circumstances under which the parties could terminate the merger agreement and under which a termination fee would be payable by Russell Corporation to Berkshire Hathaway.

On April 13, 2006, our board of directors held a telephonic meeting during which representatives of Skadden outlined the key terms and conditions of the merger agreement and the legal duties and responsibilities of the board. A written summary of the draft merger agreement had been provided to each member of the board prior to the meeting. Members of our management and representatives of Goldman Sachs also updated the board on the status of negotiations and all developments since the board’s April 2, 2006 meeting. After extensive discussion and deliberation on the proposed transaction, the board of directors determined that discussions with Berkshire Hathaway should continue and set a meeting for April 17, 2006 to receive a further update.

During the period of April 14, 2006 through April 16, 2006, members of management and Skadden continued negotiations with representatives of Berkshire Hathaway and Munger and worked to finalize the merger agreement and all related documentation.

In the afternoon of April 17, 2006, the board of directors of Russell Corporation met in Atlanta, Georgia to consider the proposed acquisition of Russell Corporation by Berkshire Hathaway at a price of $18.00 per share in cash. During the meeting, members of management updated the board on developments since the board’s April 13, 2006 meeting. Representatives of Skadden then gave the board an update regarding the key terms and conditions of the merger agreement and reiterated the legal duties and responsibilities of the board. Representatives from Goldman Sachs then reviewed Goldman Sachs’ financial analyses of the proposed transaction with Berkshire Hathaway, which utilized the updated base case projection, and delivered the oral opinion of Goldman Sachs, later confirmed by its written opinion, that, as of that date and subject to the factors, assumptions and limitations set forth in the opinion, the $18.00 per share in cash consideration to be received by holders of our common stock pursuant to the merger agreement was fair from a financial point of view to the holders of our common stock. See “The Merger—Opinion of our Financial Advisor” beginning on page 26.

After extensive discussion and deliberation on the proposed transaction, our board of directors determined by a vote of 9-1 that the merger agreement and the merger are advisable and in the best interests of Russell Corporation and its stockholders, adopted the merger agreement and approved its execution, and resolved to recommend that our stockholders approve the merger agreement. John F. Ward, Russell Corporation’s Chairman and Chief Executive Officer voted against the transaction and was the sole dissenting member of the board of directors.

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Mr. Ward voted against the proposed merger because he believed that this was an inappropriate time to make a strategic decision about the future of Russell Corporation. Mr. Ward’s vote was based upon Russell Corporation’s successful implementation of the initial phase of its lean manufacturing/six sigma and process improvements, major investment in new information systems, expected significant performance improvement from its acquisitions, and acceleration of its restructuring plan, all of which Mr. Ward believed would benefit Russell Corporation in future years. Furthermore, Mr. Ward noted that the recent implementation of the Central America Free Trade Agreement, including its adoption by Honduras and El Salvador, would lower Russell Corporation’s cost of goods. In addition, Mr. Ward took into account the substantially lower ongoing tax rate that had recently been achieved by Russell Corporation due to a greater percent of profits coming from low tax rate countries and the potential to lower this rate even further.

Mr. Ward also believed Russell Corporation’s earnings per share projections for 2006 were very achievable. In addition, Russell Corporation’s internal projections for 2007 earnings per share in the base financial plan, the updated base case projection and the upside case projection were significantly higher than the Wall Street consensus estimate. Russell Corporation had not provided any external 2007 financial estimates. Mr. Ward believed that if the updated base case projection were achieved, Russell Corporation’s stock would be trading above the $18 offer price (not including a takeover premium) in 12-15 months, and therefore, he opposed the sale.

Although Mr. Ward did not vote for the sale of Russell Corporation, once the decision was made by our board of directors, Mr. Ward has actively worked towards a smooth transition. Furthermore, Mr. Ward recognizes that because of our acquisition by Berkshire Hathaway, Russell Corporation will be in a better financial position against our worldwide competitors.

After the board meeting, our management and Skadden finalized the documentation with Berkshire Hathaway and Munger, Tolles. Later that afternoon, Russell Corporation and Berkshire Hathaway executed the merger agreement and publicly announced the transaction through the issuance of a joint press release following the close of the U.S. financial markets on April 17, 2006.

Reasons for the Merger and Recommendation of the Russell Corporation Board of Directors

Our board of directors recommends that you vote “FOR” approval of the merger agreement. At a special meeting of our board of directors on April 17, 2006, after careful consideration, including consultation with financial and legal advisors, our board of directors determined that the merger agreement and the merger are advisable and in the best interests of Russell Corporation and its stockholders and adopted the merger agreement. John F. Ward, Russell Corporation’s Chairman and Chief Executive Officer voted against the transaction and was the sole dissenting member of the board of directors. In the course of reaching its decision, over a period of several months, our board of directors consulted with certain members of our senior management, financial advisors and legal counsel, reviewed a significant amount of information and considered a number of factors, including, among others, the following (see “The Merger—Background to the Merger” beginning on page 21):

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In the course of its deliberations, our board of directors also considered a variety of risks and other potentially negative factors, including the following:

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In considering Mr. Ward’s dissent, our board of directors weighed Russell Corporation’s financial projections against the likelihood of meeting such projections, the individual discussions with Russell Corporation’s chief financial officer and general counsel as to the updated base case projection and the upside case projection as well as the fact we missed our earnings projections for 2005. Furthermore, our board was advised by the chief financial officer that based on preliminary results, it was likely that Russell Corporation’s 2006 first quarter operating performance would not meet the 2006 first quarter operating budget. Our board of directors thus concluded that the base financial plan, the updated base case projection and the upside case projection were subject to significant execution risk and based on our prior performance, unlikely to be achieved.

Our board of directors did not assign any particular weight or rank to any of the potentially positive or negative factors or risks discussed in this section including the reasons for Mr. Ward’s dissent. Our board of directors carefully considered all of these factors as a whole in reaching its determination and recommendation.

Opinion of our Financial Advisor

On April 17, 2006, Goldman Sachs rendered its oral opinion, subsequently confirmed by delivery of its written opinion, dated April 17, 2006, to the board of directors that, as of the date of its opinion and based upon and subject to the factors and assumptions set forth in the opinion, the $18.00 per share in cash to be received by the holders of the outstanding shares of Russell Corporation common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated April 17, 2006, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement. Goldman Sachs provided its opinion for the information and assistance of the board of directors in connection with its consideration of the merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of Russell Corporation common stock should vote with respect to the merger.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of Russell Corporation and the Board of Directors regarding their assessment of the past and current business operations, financial condition

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and future prospects of Russell Corporation, including the significant risks and uncertainties with respect to the achievability of the management forecasts.

In addition, Goldman Sachs:

Goldman Sachs relied upon the accuracy and completeness of all of the financial, accounting, legal, tax and other information discussed with or reviewed by it and assumed such accuracy and completeness for purposes of rendering its opinion. Goldman Sachs was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of or other business combination with Russell Corporation. In addition, Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance sheet assets and liabilities) of Russell Corporation or any of its subsidiaries and Goldman Sachs was not furnished with any such evaluation or appraisal. Goldman Sachs’ opinion does not address the underlying business decision of Russell Corporation to engage in the merger. Goldman Sachs’ opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to it as of, the date of its opinion.

The following is a summary of the material financial analyses presented by Goldman Sachs to the Board of Directors in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs and is qualified by reference to the written opinion of Goldman Sachs attached as Annex B to this proxy statement. The order of analyses described does not represent the relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before April 13, 2006, and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis

Goldman Sachs reviewed the reported price and trading activity for Russell Corporation common stock for the one-year period ended April 13, 2006, noting that Russell Corporation common stock traded at a low of $12.42 on October 26, 2005, and a high of $21.36 on June 24, 2005. Goldman Sachs also noted that the $18.00 per share of Russell Corporation common stock to be paid in connection with the merger represented a 32.8% premium to Russell Corporation stock closing price of $13.55 on April 13, 2006.

Selected Companies Analysis

Goldman Sachs calculated and compared the ratio of the price per share to the estimated calendarized 2006 earnings per share, or one-year forward P/E multiple, of Russell Corporation and the following companies that it selected to comprise the Activewear Composite index based on information it obtained from publicly available filings and median estimates provided by the Institutional Brokerage Estimate System (a data service that compiles estimates issued by securities analysts), or IBES, as of April 13, 2006. Although neither the selected index nor the companies comprising such index are directly comparable to Russell Corporation, the companies

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included were chosen because they are publicly traded companies with operations that for purposes of this analysis may be considered similar to certain operations of Russell Corporation. The results of this analysis are set forth in the following tables:

Present Value of Future Stock Price Analysis

Goldman Sachs performed an illustrative analysis of the present value of the future stock price of Russell Corporation, which is designed to provide an indication of the present value of a potential future value of a company’s equity as a function of such company’s estimated future earnings and its assumed price to future earnings per share multiple. For this analysis, Goldman Sachs used the financial projections for Russell Corporation prepared by the management of Russell Corporation. Goldman Sachs first calculated implied per share values for Russell Corporation common stock for the beginning of each of the fiscal years 2006-2009 by applying price to forward earnings per share multiples ranging from 12.0x to 14.0x based on Russell Corporation’s current forward earnings per share multiple of 11.9x and the median and mean current forward earnings per share multiples for the Activewear Composite² of 12.1x and 13.2x, respectively, to estimates prepared by Russell Corporation’s management of fiscal years 2006-2009 earnings per share. Goldman Sachs then calculated present values of the implied per share future equity values for Russell Corporation common stock in 2007 to 2009 discounted to December 31, 2005, using discount rates of 10.0% and 13.0% based on estimates relating to Russell Corporation’s cost of equity capital. This analysis resulted in a range of implied present value of $16.97 to $22.97 per share of Russell Corporation common stock. Goldman Sachs conducted this same analysis based on IBES median EPS estimates, the analysis of which resulted in a range of implied present value of $14.34 to $17.81 per share of Russell Corporation common stock.

Discounted Cash Flow Analysis

Goldman Sachs performed an illustrative discounted cash flow analysis to determine a range of implied present values per share of Russell Corporation common stock. All cash flows were discounted to December 31, 2005, and terminal values were based upon EBITDA multiples of estimated fiscal year 2010 EBITDA. Forecasted financial information used in this analysis was based on projections provided by the management of Russell Corporation. Goldman Sachs used discount rates ranging from 8.0% to 12.0%, reflecting estimates of the weighted average cost of capital of Russell Corporation, financial forecasts for Russell Corporation prepared by

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its management and terminal EBITDA multiples ranging from 6.0x to 7.0x based on historical EBITDA multiples for Russell Corporation. This analysis resulted in a range of implied present value of $16.05 to $25.02 per share of Russell Corporation common stock.

Using the same set of projections, Goldman Sachs also performed a sensitivity analysis to analyze the effect of increases or decreases in annual sales growth and EBIT margin from 2005 to 2010. The analysis utilized (i) a range of EBIT margin compounded annual growth rates of 0.0% to 8.9% for fiscal years 2005–2010 and a range of EBIT margins in 2010 of 5.9% to 9.0%, (ii) a range of compounded annual sales growth rates of 2.2% to 6.2% for fiscal years 2005–2010 and (iii) a terminal EBITDA multiple of 6.5x and discount rate of 10.0%, discounted to December 31, 2005. The analysis further assumed, among other things, a range for 2010 EBIT margin of 5.9%, Russell Corporation’s 2005 EBIT margin, to 9.0%, 0.7% above the 8.3% 2010 EBIT margin provided by the management of Russell Corporation. The sales growth rates of 2.2% to 6.2% for fiscal years 2005-2010 represent a range of -3.0% to 1.0% change in the annual sales growth assumption of the financial projections provided by the management of Russell Corporation. This resulted in a range of implied present value of $10.59 to $23.59 per share of Russell Corporation common stock.

Sale in Pieces Analysis

Goldman Sachs performed an illustrative sale in pieces analysis, designed to provide an implied value per share of Russell Corporation common stock following a theoretical breakup of its three business groups: the Spalding group, the Brooks group and the Apparel group. Goldman Sachs performed analyses assuming, among other things, (i) the separate sale of the Spalding and Brooks groups while retaining the Apparel group as a publicly traded entity and (ii) the separate sale of the Spalding and Brooks groups followed by a sale of the Apparel group.

Sale of Spalding and Brooks, Retention of Apparel

The analysis of the potential sale of Spalding and Brooks and retention of Apparel assumed, among other things, that Spalding would be sold for 7.0x 2006 estimated EBITDA, which is 13.4x 2005 actual EBITDA, Brooks would be sold in the range of 9.0x-11.0x 2005 actual EBITDA and Apparel would trade publicly in the range of 6.0x-7.0x 2005 actual EBITDA, based on the growth and profitability attributes of each business versus publicly traded comparable companies and precedent transactions. This analysis resulted in a range of implied value of $15.47 to $19.43 per share of Russell Corporation common stock.

Sale of Spalding and Brooks, Sale of Apparel

The analysis of the potential sale of Spalding, Brooks and Apparel assumed, among other things, that Spalding would be sold for 7.0x 2006 estimated EBITDA, which is 13.4x 2005 actual EBITDA, Brooks would be sold in the range of 9.0x-11.0x 2005 actual EBITDA and Apparel would be sold in the range of 6.0x-8.0x 2005 actual EBITDA, based on the growth and profitability attributes of each business versus publicly traded comparable companies and precedent transactions. This analysis resulted in a range of implied value of $15.39 to $22.58 per share of Russell Corporation common stock.

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Selected Transactions Analysis

Goldman Sachs reviewed available information for the following announced merger or acquisition transactions in the U.S. involving companies in the activewear, footwear, sporting goods and branded apparel industries. While none of the companies participating in the selected transactions are directly comparable to Russell Corporation, the companies participating in the selected transactions are companies with operations that, for purposes of analysis, may be considered similar to certain operations of Russell Corporation. Goldman Sachs calculated and compared the transaction values as a multiple of the target company’s publicly reported LTM EBITDA prior to announcement of the applicable transaction. For purposes of this analysis, the transaction value was calculated by adding the announced transaction price for the equity of the target company to the book value of the target company’s net debt based on public information available prior to the announcement of the applicable transaction. The following tables set forth the transactions reviewed (listed by acquiror/target and month and year announced) and the enterprise value multiple of LTM EBITDA for each and the results of this analysis:

Enterprise Value Multiple of LTM EBITDA

Goldman Sachs noted that the $18.00 per share of Russell Corporation common stock to be paid in connection with the merger would imply a 7.2x multiple of Russell Corporation’s LTM EBITDA.

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Leveraged Buyout Analysis

Goldman Sachs performed an illustrative analysis of the range of the price per share of Russell Corporation common stock that an acquiror would theoretically pay if Russell Corporation were acquired in a leveraged buyout as of December 31, 2005, and resold by such acquiror at an EBITDA multiple range of 6-7x between years 2008–2010. Assuming, among other things, a sponsor targeted equity return range of 20%–25%, this analysis resulted in a range of implied value of $17.50 to $22.00 per share of Russell Corporation common stock. Sensitizing the analysis to (i) a sale of Russell Corporation by the acquiror in 2010 at a 6.5x EBITDA multiple, (ii) a range of EBIT margin compounded annual growth rates of 0.0% to 8.9% for years 2005–2010 and a range of EBIT margins in 2010 of 5.9% to 9.0% and (iii) to a range of sales compounded annual growth rates of 2.2% to 6.2% for years 2005-2010, the analysis resulted in a range of implied value of $9.24 to $22.48 per share of Russell Corporation common stock.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all the analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Russell Corporation, its various businesses or the merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs providing its opinion to the board of directors as to the fairness from a financial point of view of the $18.00 per share in cash to be received by the holders of the outstanding shares of Russell Corporation common stock pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Russell Corporation, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast. As described above, Goldman Sachs’ opinion to the board of directors was one of many factors taken into consideration by the Board of Directors in making its determination to approve the merger agreement.

The merger consideration was determined through arms’-length negotiations between Russell Corporation and Berkshire Hathaway and was approved by the board of directors. Goldman Sachs provided advice to Russell Corporation during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Russell Corporation or its Board of Directors or that any specific amount of consideration constituted the only appropriate consideration for the merger.

Goldman Sachs and its affiliates, as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions as well as for estate, corporate and other purposes. Goldman Sachs has acted as financial advisor to Russell Corporation in connection with, and has participated in certain of the negotiations leading to, the merger. In addition, Goldman Sachs has provided, and is currently providing, certain investment banking services to Russell Corporation. Goldman Sachs has provided certain investment banking services to Berkshire Hathaway from time to time, including having acted as sole manager with respect to a public offering of Berkshire Hathaway’s 3.375% Investment Grade Notes due 2008 (aggregate principal amount $1,500,000,000) in September 2003; lead manager with respect to a public offering of Berkshire Hathaway’s 4.20% Investment Grade Senior Notes due 2010 (aggregate principal amount $500,000,000) in December 2003; lead manager with respect to a public offering of Berkshire Hathaway’s 3.375% Investment Grade Notes due October 2008 (aggregate principal amount $500,000,000) in March 2004; lead manager with

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respect to a public offering of Berkshire Hathaway’s 3.40% Investment Grade Notes due July 2007 (aggregate principal amount $650,000,000) in July 2004; sole manager with respect to a public offering of Berkshire Hathaway’s 3.40% Investment Grade Notes due July 2007 (aggregate principal amount $450,000,000) in September 2004; sole manager with respect to a public offering of Berkshire Hathaway’s FRN Investment Grade Bonds due January 2008 (aggregate principal amount $3,200,000,000) in January 2005; financial advisor to Berkshire Hathaway in connection with its purchase of certain loan portfolios of JP Morgan Chase & Co. in January 2005; sole manager with respect to a public offering of Berkshire Hathaway’s FRN Investment Grade Notes due January 2010 (aggregate principal amount $2,500,000,000) in January 2005; and sole manager with respect to a public offering of Berkshire Hathaway’s FRN Investment Grade Notes due May 2008 (aggregate principal amount $1,500,000,000) in May 2005. Goldman Sachs also may provide investment banking services to Russell Corporation and Berkshire Hathaway in the future. In connection with the above-described investment banking services Goldman Sachs has received, and may receive, compensation.

Russell Corporation selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement, dated January 5, 2006, Russell Corporation engaged Goldman Sachs to act as its financial advisor in connection with the exploration of possible strategic alternatives, including the possible merger or sale of all or a portion of Russell Corporation. Pursuant to the terms of this letter agreement, Goldman Sachs is entitled to receive a transaction fee of approximately $10 million, the principal portion of which is contingent upon consummation of the merger. Goldman Sachs may also receive, in the sole and absolute discretion of Russell Corporation, an additional fee of up to $2 million. Russell Corporation has also agreed to reimburse Goldman Sachs for its reasonable expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs against various liabilities, including certain liabilities under the federal securities laws.

Interests of Russell Corporation’s Executive Officers and Directors in the Merger

When considering the recommendation of Russell Corporation’s board of directors, you should be aware that the members of our board of directors and our executive officers have interests in the merger other than their interests as Russell Corporation’s stockholders generally, pursuant to certain employment and incentive compensation agreements between such directors and executive officers. These interests may be different from, or in conflict with, your interests as a Russell Corporation stockholder. The members of our board of directors were aware of these additional interests, and considered them, when they adopted the merger agreement.

Employment Agreement and Change in Control Agreements with Executive Officers

Employment Agreement with Mr. John F. Ward

Under the terms of Mr. Ward’s amended employment agreement, at the time of the merger, Mr. Ward will become fully vested in and will be paid all benefits previously accrued under Russell Corporation’s Supplemental Executive Retirement Plan (the “SERP”) and any other non-qualified deferred compensation plans of Russell Corporation. In addition, if, during the two year period following the merger, Mr. Ward terminates his employment for any reason, he is entitled to the following: (a) a lump-sum payment equal to three times the sum of (i) his base salary, (ii) target bonus, and (iii) annual employer contributions to defined contribution plans on his behalf; (b) outplacement services; (c) continued participation in Russell Corporation’s employee benefit plans for a period of three years; (d) three additional years of service credit under any non-qualified defined benefit plan of Russell Corporation, (e) accelerated vesting and payout of any unpaid amounts under any defined benefit or defined contribution plans of Russell Corporation, (f) reimbursement for relocation expenses, (g) an office and administrative support for ten years following termination of employment, (h) payment of amounts intended to compensate for excise taxes that may be imposed as a result of payments under the agreement, and (i) certain other benefits specified in the agreement.

Change of Control Employment Agreement with each of Messrs. Floyd G. Hoffman, Robert Koney Jr., and Calvin Johnston

Under the terms of the Change of Control Employment Agreements with each of Messrs. Hoffman, Koney, and Johnston, each of the executive officers shall have (a) positions and duties commensurate with the most

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significant of those held during ninety days preceding the completion of the merger, (b) base salaries at least equal to the highest base salary paid during the preceding twelve months, (d) actual bonuses not be less than the target annual bonus that each of them would have been entitled to receive during the twelve months preceding the completion of the merger, and (e) benefits equivalent to those provided to them prior to the completion of the merger. Also, at the time of the consummation of the merger, each of Messrs. Hoffman, Koney, and Johnston will become fully vested in and will be paid all benefits previously accrued under the SERP and any other non-qualified deferred compensation plans of Russell Corporation. In addition, if, within the two year period following the completion of the merger, Russell Corporation terminates the officer’s employment without “cause” or if the officer terminates his employment for “good reason”, then such officer would be entitled to receive certain benefits, including (a) a lump sum cash payment equal to three times (two times in the case of Mr. Johnston) the sum of (i) base salary, (ii) target bonus (in the case of Mr. Johnston the higher of his targeted percentage of base salary for the year of termination and the highest of his actual percentage of base salary for the prior three years) and (iii) annual contributions to defined contribution plans (b) three additional years (two additional years in the case of Mr. Johnston) of service credit under any non-qualified defined benefit plan of Russell Corporation, (c) accelerated vesting and payout of any unpaid amounts under any defined benefit or defined contribution plan of Russell Corporation, (d) outplacement services, and (e) continued participation in Russell Corporation’s employee benefit plans for a period of three years (two years in the case of Mr. Johnston). Additionally, to the extent payments exceed a specified threshold, Messrs. Hoffman, and Koney are entitled to full reimbursement of any excise tax with respect to payments under the agreement or any other payments by us which become subject to the excise tax on certain change of control payments.

Separation and Release Agreement with Julio A. Barea

Effective May 19, 2006, Russell Corporation and Julio A. Barea entered into a Separation and Release Agreement, pursuant to which Mr. Barea’s employment with Russell Corporation terminated on May 31, 2006. Under the separation agreement, Mr. Barea will be paid severance in the gross amount of $210,000, and if he elects health insurance continuation coverage, until December 31, 2006 he will be charged premiums at active employee rates. Mr. Barea also will be considered to have reached minimum retirement age under the Company’s retirement plans. The separation agreement supersedes and replaces all other agreements relating to compensation, payments and benefits due to Mr. Barea from Russell Corporation or the termination of his employment, including his Change-of-Control Agreement with Russell Corporation.

Annual Bonus Awards

Pursuant to the terms and conditions of the Executive Incentive Plan (and, in the case of Mr. Barea, pursuant to the terms of his separation agreement), each participant in the Executive Incentive Plan, including Messrs. Ward, Hoffman, Koney, Johnston and Barea will receive a cash payment at the time of the completion of the merger equal to their respective target annual bonuses multiplied by a fraction, the numerator of which is the number of days in 2006 preceding the closing date and the denominator of which is 365.

Estimated Payments

Set forth below is (a) the prorated bonus payment that each of the named executive officers will receive on completion of the merger assuming a closing date of July 31, 2006, (b) an estimation of the benefits payable to each of the named executive officers upon completion of the merger pursuant to the terms of the SERP (including the amount attributable to the accelerated vesting) and (c) an estimation of the severance benefits payable to each of the named executive officers (excluding any amount attributable to an excise tax gross-up) assuming that such officer is terminated immediately following the completion of the merger:

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Stock Options, Restricted and Other Equity-Based Grants.

Stock Options and Restricted Shares

Under the terms and conditions of grants made pursuant to Russell Corporation’s equity plans, all options to purchase our common stock outstanding at the time of the completion of the merger, including those held by executive officers and directors, will be cashed out by Russell Corporation for an amount equal to the number of shares of Russell Corporation common stock such options were convertible into immediately prior to the merger multiplied by the excess, if any, of $18.00 over the per share exercise price of such option, less any applicable withholding tax. All of the options held by Messrs. Ward and Hoffman and each of the directors are currently vested and neither Mr. Koney, Mr. Johnston nor Mr. Barea holds any outstanding options (either vested or unvested).

Likewise, under the terms of the merger agreement (and, in the case of Mr. Barea, under the terms of his separation agreement), any restrictions or forfeiture provisions on restricted shares that we have granted to our executive officers as long term compensation will terminate or lapse and the restricted shares will be treated under the merger agreement in the same manner as our other common shares, including receipt of the per share merger consideration less applicable withholding tax.

The following chart sets forth, for each of the named executive officers of Russell Corporation, the number of restricted shares held as of April 30, 2006 and the dollar value of the accelerated shares:

Performance Shares

Under the terms and conditions of grants made pursuant to Russell Corporation’s Executive Incentive Plan, each performance share outstanding at the time of the merger, including those held by executive officers, will be cancelled at the completion of the merger in exchange for a cash payment equal to $18.00 multiplied by the number of shares of Russell Corporation that the executive would have received had the relevant performance goals been achieved at the maximum level for the performance period (or, in the case of Mr. Barea, pursuant to the terms of his separation agreement, at the target level for the performance period).

The following chart sets forth for each of the named executive officers the number of performance shares held as of April 30, 2006 and the amount of the cash payment that will be made to the executive officer in respect of the cancellation of such performance shares:

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Indemnification and Insurance

Berkshire Hathaway will, and will cause the surviving corporation of the merger to, indemnify, defend and hold harmless any current or former officer, director, employee or agent of Russell Corporation or its subsidiaries in their capacities as such to the same extent such persons are indemnified by Russell Corporation as of the date of the merger agreement for any actions pertaining to any matter or fact arising, existing or occurring prior to the effective time of the merger, to the fullest extent permitted by applicable law. Berkshire Hathaway or the surviving corporation will also be required to advance expenses to indemnified persons, provided that the indemnified persons undertake to reimburse the advanced amounts in the event it is determined that such person is not entitled to indemnification.

For six years after the effective time of the merger, the surviving corporation will maintain directors’ and officers’ liability insurance for acts or omissions occurring prior to the effective time of the merger covering those persons who were, as of the date of the merger agreement, covered by our directors’ and officers’ liability insurance policies, on terms with respect to coverage and amounts no less favorable than those in effect on the date of the merger agreement. The surviving corporation’s obligation to provide this insurance coverage is subject to a cap of an amount equal to 200% of current annual premiums for insurance coverage. The surviving corporation is permitted to substitute a “tail” insurance policy for our existing insurance policy so long as it provides comparable coverage. If the surviving corporation cannot maintain the existing or equivalent insurance coverage without exceeding the cap, the surviving corporation is required to maintain as much insurance coverage as can be obtained by paying annual premiums that in the aggregate do not exceed 200% of current annual premiums.

Appraisal Rights

The following discussion is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to the text of the relevant provisions of Delaware law, which are attached to this proxy statement as Annex C. Any of our stockholders who wish to exercise statutory appraisal rights or who wish to preserve the right to do so should review this discussion and Annex C carefully because failure to comply with the procedures set forth in this section and Annex C will result in the loss of appraisal rights.

If the merger is consummated, our stockholders are entitled to appraisal rights under Section 262 of the General Corporation Law of the State of Delaware (Section 262) provided that such stockholder complies with the procedures and conditions established by Section 262.

A stockholder who makes the demand described below and in Annex C with respect to shares of our stock, who continuously holds such shares through the effective date of the merger, who otherwise complies with the statutory requirements of Section 262 and who neither votes in favor of the adoption of the merger agreement and approval of the merger nor consents to the adoption of the merger agreement and approval of the merger in writing, will be entitled to an appraisal by the Delaware Court of Chancery of the fair value of such stockholder’s shares, in lieu of the consideration that such stockholders would otherwise be entitled to receive pursuant to the merger agreement.

Under Section 262, where a merger is to be submitted for approval at a meeting of stockholders, such as the special meeting, not less than 20 days prior to the meeting, a constituent corporation must notify each of the holders of record of its stock for whom appraisal rights are available that appraisal rights are available and include in each notice a copy of Section 262. This proxy statement constitutes such notice to our stockholders and Section 262 is attached to this proxy statement as Annex C.

Any stockholder that desires to exercise his, her or its appraisal rights must deliver to us, before the vote on the proposal to adopt the merger agreement and approve the merger, a written demand for appraisal of such stockholder’s shares. A proxy or vote against the adoption of the merger agreement and approval of the merger will not by itself constitute a demand for appraisal. The demand for appraisal must be executed by or on behalf of the stockholder and must reasonably inform us of the stockholder’s identity and that such stockholder intends to

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demand appraisal of the shares of our stock. A stockholder who elects to exercise appraisal rights should mail or deliver his, her or its written demand for appraisal of such stockholder’s shares before the taking of the vote on the adoption of the merger agreement and approval of the merger to: Russell Corporation, 3330 Cumberland Blvd, Suite 800, Atlanta, Georgia 30339, (678) 742-8000, Attention: Secretary.

A person having a beneficial interest in shares of our stock that are held of record in the name of another person, such as a broker, bank, fiduciary, depositary or other nominee, must act promptly and in a timely manner to cause the record holder to follow the steps summarized here and set forth in greater detail in Annex C properly and in a timely manner to perfect appraisal rights. If the shares of our stock are owned of record by a person other than the beneficial owner, including a broker, fiduciary (such as a trustee, guardian or custodian), depositary or other nominee, the demand for appraisal must be executed by or for the record owner. If the shares of our stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder; however, the agent must identify the record owner and expressly disclose the fact that, in executing the demand, such person is acting as agent for the record owner. If a stockholder holds shares of our stock through a broker, who in turn holds the shares through a central securities depositary nominee, a demand for appraisal of the shares must be made by or on behalf of the depository nominee and must identify the depository nominee as record holder.

A record holder, such as a broker, fiduciary, depositary or other nominee, who holds shares of our stock as a nominee for several beneficial owners, may exercise appraisal rights with respect to the shares held for all or less than all beneficial owners of shares. In that case, the written demand must set forth the number of shares covered by the demand. Where the number of shares is not expressly stated, the demand will be presumed to cover all shares of our stock held in the name of the record holder.

Our stockholders who desire to exercise their appraisal rights must not vote in favor of the adoption of the merger agreement and approval of the merger. A stockholder who signs and returns a proxy card without expressly directing that his, her or its shares of stock be voted against the adoption of the merger agreement and approval of the merger will effectively waive his, her or its appraisal rights because such shares represented by the proxy card will be voted for the adoption of the merger agreement and approval of the merger. Accordingly, a stockholder who votes by proxy or in person and who wishes to exercise appraisal rights must vote against the adoption of the merger agreement and approval of the merger, or abstain from voting on the merger agreement.

Within 10 days after the effective date of the merger, we must provide notice of the effective date of the merger to all former stockholders who have complied with Section 262 and who have not voted in favor of, or consented to, the adoption of the merger agreement and approval of the merger.

Within 120 days after the effective date of the merger, any former stockholder who has complied with the applicable provisions of Section 262 will be entitled, upon written request, to receive from us a statement setting forth the aggregate number of shares of our stock not voting in favor of the merger with respect to which demands for appraisal were received by us and the number of holders of such shares. The statement must be mailed within 10 days after the written request for the statement has been received by us or within 10 days after the expiration of the period for the delivery of demands as described above, whichever is later.

Within 120 days after the effective date of the merger, either Russell Corporation or any former stockholder who has complied with the required conditions of Section 262 and who is otherwise entitled to appraisal rights may file a petition in the Delaware Court of Chancery, with a copy served on us in the case of a petition filed by a former stockholder, demanding a determination of the fair value of the shares of all dissenting stockholders. There is no present intent on our part to file an appraisal petition and stockholders seeking to exercise appraisal rights should not assume that we will file an appraisal petition or that we will initiate any negotiations with respect to the fair value of the shares. Accordingly, our stockholders who desire to have their shares appraised should initiate any petitions necessary to perfect their appraisal rights within the time periods and in the manner prescribed in Section 262.

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Upon the filing of any petition by a stockholder in accordance with Section 262, service of a copy must be made upon us, which we must, within 20 days after service, file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by us. If we file a petition, the petition must be accompanied by the verified list. The Register in Chancery, if so ordered by the court, will give notice of the time and place fixed for the hearing of such petition by registered or certified mail to us and to the stockholders shown on the list at the addresses therein stated, and notice will also be given by publishing a notice at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or such publication as the court deems advisable. The forms of the notices by mail and by publication must be approved by the court, and we will bear the costs thereof.

If a petition for an appraisal is timely filed, at the hearing on the petition, the Delaware Court of Chancery will determine which former stockholders have complied with Section 262 and are entitled to appraisal rights. The Delaware Court of Chancery may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the Register in Chancery for notation on them of the pendency of the appraisal proceedings; and if any stockholder fails to comply with the direction, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder. Where proceedings are not dismissed, the Delaware Court of Chancery will appraise the shares of our stock, determining the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value.

Although we believe that the merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and stockholders should recognize that an appraisal could result in a determination of a value higher or lower than, or the same as, the merger consideration. Moreover, we do not anticipate offering more than the merger consideration to any stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of a share of our stock is less than the merger consideration. In determining “fair value,” the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods that are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that the exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

The cost of the appraisal proceeding may be determined by the Delaware Court of Chancery and taxed against the parties as the Delaware Court of Chancery deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. Each dissenting stockholder is responsible for his, her or its attorneys’ and expert witness expenses, although, upon application of a dissenting stockholder, the Delaware Court of Chancery may order that all or a portion of the expenses incurred by any dissenting stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro-rata against the value of all shares of stock entitled to appraisal.

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Any holder of shares of our stock who has duly demanded appraisal in compliance with Section 262 will not, after the effective date of the merger, be entitled to vote for any purpose any shares subject to the demand or to receive payment of dividends or other distributions on the shares, except for dividends or distributions payable to stockholders of record at a date before the effective date of the merger.

At any time within 60 days after the effective date of the merger, any former stockholder will have the right to withdraw his, her or its demand for appraisal and to accept the terms offered in the merger by delivering to us a written withdrawal of his, her or its demand for appraisal and acceptance of the merger consideration; after this period, the former stockholder may withdraw the demand for appraisal only with the written approval of us. If no petition for appraisal is filed with the Delaware Court of Chancery within 120 days after the effective date of the merger, a former stockholder’s right to appraisal shall cease, and such former holder of shares of our stock will be entitled to receive the consideration offered pursuant to the merger agreement. Inasmuch as we have no obligation to file a petition for appraisal, and we have no present intention to do so, any holder of shares of our stock who desires a petition for appraisal to be filed is advised to file it on a timely basis. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just.

FAILURE BY ANY RUSSELL CORPORATION STOCKHOLDER TO COMPLY FULLY WITH THE PROCEDURES DESCRIBED ABOVE AND SET FORTH IN ANNEX C TO THIS PROXY STATEMENT MAY RESULT IN TERMINATION OF SUCH STOCKHOLDER’S APPRAISAL RIGHTS.

Form of the Merger

Subject to the terms and conditions of the merger agreement and in accordance with Delaware law, at the effective time of the merger, F Subsidiary, Inc., an indirect wholly owned subsidiary of Berkshire Hathaway and a party to the merger agreement, will merge with and into us. We will survive the merger as an indirect wholly owned subsidiary of Berkshire Hathaway.

Merger Consideration

At the effective time of the merger, each outstanding share of our common stock, other than treasury shares, shares held by Berkshire Hathaway or any direct or indirect wholly owned subsidiary of Berkshire Hathaway or us, and shares held by stockholders who perfect their appraisal rights, will be converted into the right to receive $18.00 in cash, without interest and less any applicable withholding tax. Treasury shares and shares held by Berkshire Hathaway or any direct or indirect wholly owned subsidiary of Berkshire Hathaway or us will be canceled immediately prior to the effective time of the merger.

As of the effective time of the merger, all shares of our common stock will no longer be outstanding and will automatically be canceled and will cease to exist, and each holder of a certificate representing any shares of our common stock will cease to have any rights as a stockholder, except the right to receive $18.00 per share in cash, without interest and less applicable withholding tax (other than stockholders who have perfected their appraisal rights). The price of $18.00 per share was determined through arm’s-length negotiations between Berkshire Hathaway and us.

Effects on Equity-Based Grants Outstanding Under Russell Corporation’s Stock Plans

Upon stockholder approval of the merger agreement, the vesting of stock options outstanding as of the date of the merger agreement will automatically accelerate so that each such stock option will become fully exercisable. Immediately prior to the effective time of the merger, each option that is unexpired, unexercised and outstanding, whether vested or unvested, will be cashed out by Russell Corporation for an amount equal to the number of shares of Russell Corporation common stock such options were convertible into immediately prior to

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the merger multiplied by the excess, if any, of the merger consideration amount ($18.00) over the per share exercise price of such option, less any applicable withholding tax. In addition, all equity-based grants shall be cancelled by Russell Corporation in exchange for the entitlement to receive a cash payment from Russell Corporation in respect of such cancellation in an amount equal to the per share merger consideration ($18.00), less any applicable withholding taxes.

Effective Time of the Merger

The merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware or at such later time as is agreed upon by Berkshire Hathaway and us and specified in such certificate of merger. The filing of the certificate of merger will occur at the closing, which will take place not later than the first business day after satisfaction or waiver of the conditions to the closing of the merger set forth in the merger agreement and described in this proxy statement, or at such other time as is agreed upon by Berkshire Hathaway and us. We currently anticipate the merger to be completed in the third quarter of calendar 2006.

Delisting and Deregistration of Russell Corporation Common Stock

If the merger is completed, our common stock will be delisted from and will no longer be traded on the New York Stock Exchange and will be deregistered under the Securities Exchange Act. Following the completion of the merger Russell Corporation will no longer be a public company.

Material United States Federal Income Tax Consequences of the Merger

The following is a summary of the material U.S. federal income tax consequences of the merger to stockholders of Russell Corporation whose shares of Russell Corporation common stock are converted into the right to receive cash in the merger. The following summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, judicial decisions and administrative rulings, all of which are subject to change, possibly with retroactive effect. The summary does not address all of the U.S. federal income tax consequences that may be relevant to particular stockholders in light of their individual circumstances or to stockholders who are subject to special rules, including: non-U.S. persons, U.S. expatriates, insurance companies, dealers or brokers in securities or currencies, tax-exempt organizations, financial institutions, mutual funds, insurance companies, cooperatives, pass-through entities and investors in such entities, stockholders who have a functional currency other than the U.S. Dollar, stockholders who hold their shares of Russell Corporation common stock as a hedge or as part of a hedging, straddle, conversion, synthetic security, integrated investment or other risk-reduction transaction or stockholders who acquired their shares of Russell Corporation common stock upon the exercise of employee stock options or otherwise as compensation. Further, this discussion does not address any U.S. federal estate and gift or alternative minimum tax consequences or any state, local or foreign tax consequences relating to the merger.

The Merger. The receipt of cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes, and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. Generally, for U.S. federal income tax purposes, a stockholder will recognize gain or loss equal to the difference between the amount of cash received by the stockholder in the merger and the stockholder’s adjusted tax basis in the shares of Russell Corporation’s common stock converted into cash in the merger. If shares of Russell Corporation’s common stock are held by a stockholder as capital assets, gain or loss recognized by such stockholder will be capital gain or loss, which will be long-term capital gain or loss if the stockholder’s holding period for the shares of Russell Corporation’s common stock exceeds one year at the time of the merger. Long-term capital gains recognized by an individual are subject to tax at reduced rates. In addition, there are limits on the deductibility of capital losses. The amount and character of gain or loss must be determined separately for each block of Russell Corporation common stock (i.e., shares acquired at the same cost in a single transaction) converted into cash in the merger.

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Dissenting Stockholders. A stockholder who perfects such holder’s appraisal rights generally should recognize capital gain or loss at the effective time of the merger (even though the appraised fair value of Russell Corporation’s common stock will not yet have been judicially determined) in an amount equal to the difference between the “amount realized” and the adjusted tax basis of such stockholder’s shares of Russell Corporation’s common stock. For this purpose, the amount realized generally should equal the trading price of Russell Corporation’s common stock at the effective time of the merger; the stockholder’s basis in its appraisal rights also will equal this amount. In addition, although there is no authority directly on point, (1) a portion of any amount ultimately received by a stockholder likely will be characterized as imputed interest that is includible in income in accordance with the stockholder’s method of accounting; and (2) a stockholder also likely will recognize capital gain or loss in an amount equal to the difference between (a) such stockholder’s basis in its appraisal rights and (b) the amount received reduced by any amount characterized as interest income. Notwithstanding the foregoing, it is possible that our stockholders will be subject to taxation under different rules than those described above, including rules that may require the inclusion of interest in income currently even though such interest has not yet been paid and/or the characterization of gain or loss on ultimate payment as ordinary interest income or in part or in whole as ordinary loss.

Backup Withholding. A stockholder (other than certain exempt stockholders, including, among others, all corporations and certain foreign individuals) whose shares of Russell Corporation common stock are converted into the merger consideration may be subject to backup withholding at the then applicable rate (under current law, the backup withholding rate is 28%) unless the stockholder provides the stockholder’s taxpayer identification number, or TIN, and makes certain required certifications. Each stockholder should complete and sign the Substitute Form W-9 (or, in the case of a foreign stockholder, an appropriate Form W-8) included as part of the letter of transmittal that will be sent to stockholders promptly following closing of the merger so as to provide the information and certification necessary to avoid backup withholding. Backup withholding is not an additional tax. Rather, the amount of the backup withholding can be credited against the U.S. federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained by the stockholder by filing a U.S. federal income tax return.

THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE IS FOR GENERAL INFORMATION ONLY AND IS BASED ON THE LAW IN EFFECT ON THE DATE HEREOF. STOCKHOLDERS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL OR FOREIGN INCOME AND OTHER TAX LAWS) OF THE MERGER.

Regulatory Matters

The completion of the merger is subject to expiration or termination of the applicable waiting periods under the HSR Act and the rules thereunder and under applicable foreign antitrust laws. Under the HSR Act and the rules thereunder, the merger may not be completed unless certain information has been furnished to the Antitrust Division of the U.S. Department of Justice and to the Federal Trade Commission and applicable waiting periods expire or are terminated. Berkshire Hathaway and Russell Corporation each filed a notification and report form pursuant to the HSR Act with the Antitrust Division of the Department of Justice and the Federal Trade Commission. The waiting period under the HSR Act expired on May 30, 2006. The Antitrust Division, the Federal Trade Commission or others could take action under the applicable antitrust laws with respect to the merger, including seeking to enjoin the closing of the merger, to rescind the merger or to conditionally approve the merger. In addition, we are required to make filings in several foreign jurisdictions with anti-competition authorities with respect to the merger, and in certain circumstances, receive their approval prior to consummation of the merger. There can be no assurance that a challenge to the merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

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THE MERGER AGREEMENT

The following summary describes certain material provisions of the merger agreement. This summary is not complete and is qualified in its entirety by reference to the complete text of the merger agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. Russell Corporation urges you to read carefully the merger agreement in its entirety because this summary may not contain all the information about the merger agreement that is important to you.

The merger agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about Russell Corporation. Such information can be found elsewhere in this document and in the other public filings we make with the SEC, which are available, without charge, at http://www.sec.gov.

The representations and warranties described below and included in the merger agreement were made by Russell Corporation to Berkshire Hathaway. These representations and warranties were made as of specific dates and are in some cases subject to important qualifications, limitations and supplemental information agreed to by Russell Corporation and Berkshire Hathaway in connection with negotiating the terms of the merger agreement. In addition, the representations and warranties may have been included in the merger agreement for the purpose of allocating risk between Russell Corporation and Berkshire Hathaway rather than to establish matters as facts. The merger agreement is described in this proxy statement, and included as Annex A hereto, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Russell Corporation or its business. Accordingly, the representations and warranties and other provisions of the merger agreement should not be read alone, and you should read the information provided elsewhere in this document and in the documents incorporated by reference into this document for information regarding Russell Corporation and its business. See “Where You Can Find More Information” beginning on page 54.

Effective Time

The merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware or at such later time as is agreed upon by Berkshire Hathaway and us and specified in such certificate of merger. The filing of the certificate of merger will occur at the closing, which will take place not later than the first business day after satisfaction or waiver of the conditions to the closing of the merger set forth in the merger agreement and described in this proxy statement, or at such other time as is agreed upon by Berkshire Hathaway and us.

Conversion of Shares; Procedures for Exchange of Certificates

The conversion of each outstanding share of our common stock into the right to receive $18.00 per share in cash, without interest and less any applicable withholding tax, will occur automatically at the effective time of the merger. As soon as reasonably practicable following the effective time of the merger, the surviving corporation will instruct the paying agent to send a letter of transmittal to each former Russell Corporation stockholder of record. The letter of transmittal will contain instructions for obtaining cash in exchange for shares of our common stock.

Upon surrender of a stock certificate representing shares of our common stock, together with a duly completed and validly executed letter of transmittal, and any other documents that may be reasonably required by the paying agent, the holder of the certificate will be entitled to receive from the paying agent, acting on behalf of Berkshire Hathaway, $18.00 in cash (subject to applicable withholdings for taxes) for each share represented by the stock certificate, and that stock certificate will be canceled.

No interest will be paid or will accrue on any cash payable in connection with the merger upon the surrender of stock certificates representing shares of our common stock. The cash paid upon conversion of shares of our common stock in the merger will be issued in full satisfaction of all rights relating to those shares of our common stock.

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Any funds that have not been disbursed by the paying agent within 1 year after the effective time of the merger will be returned to Berkshire Hathaway. After that date, holders of Russell Corporation stock certificates who have not complied with the instructions to exchange their certificates will be entitled to look only to Berkshire Hathaway or the surviving corporation as general creditors thereof for delivery of the merger consideration in respect of such holders’ certificates without any interest thereon.

Effects on Equity-Based Grants Outstanding Under Russell Corporation’s Stock Plans

Upon stockholder approval of the merger agreement, the vesting of stock options outstanding as of the date of the merger agreement will automatically accelerate so that each such stock option will become fully exercisable. Immediately prior to the effective time of the merger, each option that is unexpired, unexercised and outstanding, whether vested or unvested, will be cashed out by Russell Corporation for an amount equal to the number of shares of Russell Corporation common stock such options were convertible into immediately prior to the merger multiplied by the excess, if any, of the merger consideration amount ($18.00) over the per share exercise price of such option, less any applicable withholding tax. In addition, all equity-based grants shall be cancelled by Russell Corporation in exchange for the entitlement to receive a cash payment from Russell Corporation in respect of such cancellation in an amount equal to the per share merger consideration ($18.00), less any applicable withholding taxes.

Certificate of Incorporation and Bylaws

The merger agreement provides that, after the effective time of the merger, the certificate of incorporation and the by-laws of merger sub, each as in effect immediately prior to the effective time of the merger, will be the certificate of incorporation and the by-laws of the surviving corporation in the merger, until each is changed or amended; provided that the certificate of incorporation will be amended such that the name of the surviving corporation will be “Russell Corporation”.

Directors and Officers of Russell Corporation Following the Merger

After the effective time of the merger, the members of the board of directors of merger sub will become the directors of the surviving corporation in the merger, until their successors are duly elected and qualified. After the effective time of the merger, the officers of merger sub immediately prior to the effective time shall be the initial officers of the surviving corporation in the merger, until their successors are duly appointed or elected and qualified

Representations and Warranties

We made a number of representations and warranties to Berkshire Hathaway and merger sub relating to, among other things:

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Our representations and warranties expire at the effective time of the merger.

Berkshire Hathaway and merger sub made a number of representations and warranties to us in the merger agreement relating to, among other things:

The representations and warranties of Berkshire Hathaway and merger sub expire at the effective time of the merger.

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Conduct of Business Pending the Merger

Under the merger agreement, we have agreed that prior to the effective time of the merger, subject to certain exceptions, unless we obtain Berkshire Hathaway’s prior written consent, we will and will cause each of our subsidiaries to:

In addition, we have also agreed that until the effective time of the merger, subject to certain exceptions and for actions taken in the ordinary course of business or with Berkshire Hathaway’s prior written consent, we will and will cause our subsidiaries to comply with specific restrictions relating to, among others:

Limitation on Considering Other Acquisition Proposals

We have agreed that we and our subsidiaries will not, and will not authorize any of our or our subsidiaries’ directors, officers or employees, investment bankers, attorneys, consultants or other agents to, and will instruct our and our subsidiaries’ representatives not to, directly or indirectly:

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An “acquisition proposal” means any bona fide proposal, whether in writing or otherwise, made by a third party (other than Berkshire Hathaway or any of its subsidiaries) for (i) a merger, reorganization, consolidation or other business combination involving us or our subsidiaries, (ii) the acquisition by any party of 20% or more of the assets of us and our subsidiaries, taken together as a whole, or (iii) the acquisition by any party of 20% or more of the outstanding shares of any class of our capital stock or 20% or more of the voting power represented by our outstanding voting securities.

Our board of directors may nevertheless, in response to an unsolicited bona fide acquisition proposal that it determines, in its good faith judgment, to be reasonably expected to lead to a superior proposal (taking into account any revisions to the terms of the merger or the merger agreement proposed by Berkshire Hathaway) that is not otherwise obtained in violation of the restrictions set forth in the immediately preceding bullet points:

provided that we notify Berkshire Hathaway orally and in writing of the material terms and conditions of such acquisition proposal and concurrently furnish the same information being provided to the person making such acquisition proposal to Berkshire Hathaway.

A “superior proposal” means any bona fide written acquisition proposal (provided, that for the purposes of this definition, such proposal shall be for or in respect of at least a majority of our outstanding shares of capital stock or all or substantially all of our and our subsidiaries’ assets, taken as a whole), (A) that is on terms which our board of directors determines in good faith, after consultation with its outside legal counsel and financial adviser, to be more favorable to us and our stockholders than the merger, (B) for which financing, to the extent required, in the good faith reasonable judgment of our board of directors, is reasonably capable of being obtained by such person and (C) the conditions to consummation of which are, in the good faith reasonable judgment of our board of directors, reasonably capable of being satisfied.

We have agreed to advise Berkshire Hathaway within one business day of the receipt of any acquisition proposal or any request for confidential information by a person who has made or intends to make an acquisition proposal, to disclose to Berkshire Hathaway the identity of the person making any such acquisition proposal or request, and to keep Berkshire Hathaway fully informed in all material respects of any superior proposal.

Nothing in the merger agreement prevents our board of directors from withdrawing, modifying or qualifying its recommendation to our stockholders in favor of approval of the merger agreement if: (1) our board of directs has determined in good faith, after consultation with our outside legal counsel, that the failure of our board of directors to withdraw, modify or qualify its recommendation would be reasonably likely to result in a breach of our board of director’s fiduciary duties to our stockholders and (2) we provide Berkshire Hathaway with written notice of our board of directors’ intention to withdraw, modify or qualify its recommendation.

Benefits Arrangements

Following the merger and until the first anniversary of the effective time, the surviving corporation and its subsidiaries will provide (i) individuals who remain employed by the surviving corporation or its subsidiaries with base salary and benefits (other than participation in performance bonus plans) that are not less favorable in the aggregate than those provided to employees of Russell Corporation immediately prior to the date of the

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merger agreement and provide each such individual who participates in Russell Corporation’s executive incentive plan the opportunity to participate in a performance bonus plan with a target percentage of base salary equal to such individual’s current target percentage of base salary, and (ii) individuals who are employed by Russell Corporation and its subsidiaries immediately prior to the effective time of the merger and whose employment is terminated within the first 12 months following the effective time, with severance payments and benefits that are no less favorable than those available to employees of Russell Corporation and its subsidiaries.

In addition, Berkshire Hathaway will ensure that Russell Corporation’s employees’ service with Russell Corporation or its subsidiaries prior to the completion of the merger will be given full credit for purposes of eligibility, vesting and determination of the level of benefits. With respect to Russell Corporation employees who remain employees of the surviving corporation or its subsidiaries and their eligible dependents, Berkshire Hathaway will use reasonable efforts to (i) waive any preexisting condition limitations otherwise applicable under any Berkshire Hathaway or surviving corporation plan that provides health benefits, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred under the Russell Corporation health plans and (iii) waive any waiting period limitation or evidence of insurability requirement that would other wise be applicable to such employees or their eligible dependents.

Upon completion of the merger, Berkshire Hathaway shall pay, or cause the surviving corporation to pay, each employee of Russell Corporation who remains employed by the surviving corporation or its subsidiaries, a pro-rata portion of such employee’s annual 2006 bonus targeted bonus award.

Conditions to the Closing of the Merger

Each party’s obligation to effect the merger is subject to the satisfaction or waiver of various conditions, which include the following:

Berkshire Hathaway and Russell Corporation are obligated to effect the merger only if the following conditions are satisfied or waived:

Berkshire Hathaway will not be obligated to effect the merger unless the following conditions are satisfied or waived:

We will not be obligated to effect the merger unless the following conditions are satisfied or waived:

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Termination of the Merger Agreement

Berkshire Hathaway and we can terminate the merger agreement under certain circumstances, including:

Termination Fees and Expenses

The merger agreement provides that regardless of whether the merger is consummated, all fees and expenses incurred by the parties in connection with the merger will be borne by the party incurring such fees and expenses.

The merger agreement requires, however, that we pay Berkshire Hathaway a termination fee of $22 million if:

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Indemnification and Insurance for Russell Corporation’s Directors and Officers

Berkshire Hathaway will, and will cause the surviving corporation of the merger to, indemnify, defend and hold harmless any current or former officer, director, employee or agent of Russell Corporation or its subsidiaries, in their capacities as such, to the same extent such persons are indemnified by Russell Corporation as of the date of the merger agreement, for any actions pertaining to any matter or fact arising, existing or occurring prior to the effective time of the merger or arising out of the merger agreement, to the fullest extent permitted by applicable law. Berkshire Hathaway or the surviving corporation will also be required to advance expenses to indemnified persons, provided that the indemnified persons undertake to reimburse the advanced amounts in the event it is determined that such person is not entitled to indemnification.

For six years after the effective time of the merger, the surviving corporation will maintain directors’ and officers’ liability insurance for acts or omissions occurring prior to the effective time of the merger covering those persons who were, as of the date of the merger agreement, covered by our directors’ and officers’ liability insurance policies, on terms with respect to coverage and amounts no less favorable than those in effect on the date of the merger agreement. The surviving corporation’s obligation to provide this insurance coverage is subject to a cap of an amount equal to 200% of current annual premiums for insurance coverage. The surviving corporation is permitted to substitute a “tail” insurance policy for our existing insurance policy so long as it provides comparable coverage. If the surviving corporation cannot maintain the existing or equivalent insurance coverage without exceeding the cap, the surviving corporation is required to maintain as much insurance coverage as can be obtained by paying annual premiums that in the aggregate do not exceed 200% of current annual premiums.

Material Adverse Effect

Several of our representations and warranties contained in the merger agreement are qualified by reference to whether the failure of such representation or warranty to be true is reasonably likely to have a “material adverse effect” on us. The merger agreement provides that a “material adverse effect” means, when used in connection with us, an effect which is materially adverse to the financial condition, business or results of operations of us or our subsidiaries, taken as a whole, but excludes any effect resulting from or arising out of:

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Extension, Waiver and Amendment of the Merger Agreement

Russell Corporation and Berkshire Hathaway may amend the merger agreement at any time prior to the closing of the merger. However, after stockholder approval of the merger agreement has been obtained, no amendment can be made that by law would require approval by Russell Corporation stockholders without obtaining such further approval.

Either Russell or Berkshire Hathaway may waive any failure of any of the parties to comply with any obligation, covenant, agreement or condition under the merger agreement.

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SECURITY OWNERSHIP OF EXECUTIVE OFFICERS

AND CERTAIN BENEFICIAL OWNERS

The following table sets forth information, as of March 1, 2006, as to shares of Russell Corporation common stock held by persons known to us to be the beneficial owners of more than five percent of Russell Corporation common stock based upon information publicly filed by such persons: