Many large companies approached the founder and 37% shareholder of FlightSafety, Al Ueltschi, in the 1990s to ask whether he would consider selling the company. After all, he was already well into his seventies and needed to think about what might happen upon his death, e.g. tax would have to be paid from his estate.
He could not bring himself to sell his creation, with its cadre of first-class trainers and technologists, many of whom were dear friends, to one of Wall Street corporate raiders. They might leverage it up, bring in their own inexperienced and clumsy managers, and/or sell it off piecemeal.
He said “I’ve seen big companies when they buy little companies; they’ll try to change everything. And I didn’t want to do that. A lot of our workforce had been there for years, and I wanted to see that it could carry its mission of making aviation as safe as we can. These are good people.”
Ueltschi had not met Buffett despite him sending his pilots for training at FlightSafety (Berkshire had bought an airplane for Buffett to move around the country, which he named "The Indefensible”).
In fact, the idea for a merger didn’t come from either of them. Buffett’s “heroes” of this story are Richard Sercer and his wife, Alma Murphy. Sercer was familiar with aviation and the market commanding position of FlightSafety because he was an aviation consultant. He was also a shareholder in the company.
Murphy, an ophthalmology Harvard Medical School graduate finally, in 1990, wore down her husband’s reluctance to buy Berkshire Hathaway shares (they had seemed expensive to him in the 1980s).
Thereafter they attended every Annual General Meeting and so knew Buffett’s criteria for acquisition. They judged FlightSafety would make a perfect fit. They also thought that Ueltschi would welcome a deal because it would give a good home for his business without disturbing the business model or the leadership.
Making a pitch
Sercer had long had a good working relationship with FlightSafety’s Vice President of Marketing, Jim Waugh, built on his work for corporate aviation clients. On July 24, 1996 the two met. Sercer took along Buffett’s “Owner Manual”, an updated version of which had been given to Berkshire shareholders the previous month (the original was written at the time of the Blue Chip merger in 1983).
In this document (available at https://www.berkshirehathaway.com/ownman.pdf) Buffett sets out the thirteen principles by which Berkshire Hathaway will be managed such as, “our attitude is partnership…we eat our own cooking…[aim] to maximize Berkshire’s average annual rate of gain in intrinsic business value on a per-share basis…use debt sparingly”.
He also gave Waugh copies of Berkshire’s acquisition criteria which include some very attractive stances for managers who might be interested in selling a business, such as, “Management in pla
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