holding short-term cash equivalents. We prefer, of course, to
make major long-term commitments, but we often have more cash
than good ideas. At such times, arbitrage sometimes promises
much greater returns than Treasury Bills and, equally important,
cools any temptation we may have to relax our standards for longterm
investments. (Charlie sign off after wee talked about
an arbitrage commitment is usually: .kay, at least it will keep
you out of bars.?
在过去的报告中我曾经告诉各位保险子公司有时也会从事套利的操作，以作为短
期资金的替代，当然我们比较喜欢长期的投入，但可惜资金总是多过于点子，与
此同时，套利的报酬有时会多过于政府公债，同时很重要的一点是可以稍微缓和
我们对于寻找长期资金去处的压力，(每次在我们谈完套利投资之后，查理总是
会附带一句，这样也好，至少能让你暂时远离市场)
During 1988 we made unusually large profits from arbitrage,
measured both by absolute dollars and rate of return. Our pretax
gain was about $78 million on average invested funds of about
$147 million.
在1988年我们在套利部份斩获不少，不论是金额或是投资报酬率，总计投入
1.47亿美元的资金，赚取7,800万美元的获利。
This level of activity makes some detailed discussion of
arbitrage and our approach to it appropriate. Once, the word
applied only to the simultaneous purchase and sale of securities
or foreign exchange in two different markets. The goal was to
exploit tiny price differentials that might exist between, say,
Royal Dutch stock trading in guilders in Amsterdam, pounds in
London, and dollars in New York. Some people might call this
scalping; it won. surprise you that practitioners opted for the
French term, arbitrage.
如此的成绩使我们值得详细的描述一下，所谓的套利是指在不同的市场同时买卖
相同的有价证券或是外汇，目的是为了撷取两者之间微小的差距，例如阿姆斯特
丹的荷兰币、英国的英镑或是纽约的美元，有些人将此行为称之为剃头皮，但通
常这一行的人惯用法国的字汇-套利。
Since World War I the definition of arbitrage - or isk
arbitrage,?as it is now sometimes called - has expanded to
include the pursuit of profits from an announced corporate event
such as sale of the company, merger, recapitalization,
reorganization, liquidation, self-tender, etc. In most cases the
arbitrageur expects to profit regardless of the behavior of the
stock market. The major risk he usually faces instead is that
the announced event won. happen.
自从第一次世界大战之后，套利或者说风险套利的定义，已延伸包括从已公开的
企业购并、重整再造、清算等企业活动中获利，大部分的情况下，套利者期望不
管股市变动如何皆能获利，相对的他面临的主要风险是宣布的事件未如预期般发
生。
Some offbeat opportunities occasionally arise in the
arbitrage field. I participated in one of these when I was 24
and working in New York for Graham-Newman Corp. Rockwood & Co.,
a Brooklyn based chocolate products company of limited
profitability, had adopted LIFO inventory valuation in 1941
when cocoa was selling for 50 cents per pound. In 1954 a
temporary shortage of cocoa caused the price to soar to over
60 cents. Consequently Rockwood wished to unload its valuable
inventory - quickly, before the price dropped. But if the cocoa
had simply been sold off, the company would have owed close to
a 50% tax on the proceeds.
有些特别的套利机会也会偶尔出现，我记得在24岁时当时我在纽约的葛拉罕-
纽曼公司上班，Rockwood一家在布鲁克林生产巧克力的公司，原则该公司自
1941年开始就采用后进先出制的存货评价方式，那时可可亚每磅是50美分，
到了1954年可可亚因为暂时缺货价格大涨至64美分，因此Rockwood想要
把帐上价值不菲的可可亚存货在价格滑落之前变卖掉，但若是直接将这批货卖
掉，所得的收益可能要支付50%左右的税金，但1954的税务法令及时公布，
其中有一项不太为人知的规定，就是如果企业不是把这些存货卖掉而是直接分配
给股东间接减少营运规模的话，就可以免税，因此Rockwood决定停止其贩卖
可可亚奶油的业务，并将1,300万磅的可可亚豆子发还给股东，同时公司也愿
意以可可亚豆子换买回部份股份，换算下来，每股可以换得80磅的豆子。
The 1954 Tax Code came to the rescue. It contained an
arcane provision that eliminated the tax otherwise due on LIFO
profits if inventory was distributed to shareholders as part of a
plan reducing the scope of a corporation business. Rockwood
decided to terminate one of its businesses, the sale of cocoa
butter, and said 13 million pounds of its cocoa bean inventory
was attributable to that activity. Accordingly, the company
offered to repurchase its stock in exchange for the cocoa beans
it no longer needed, paying 80 pounds of beans for each share.
For several weeks I busily bought shares, sold beans, and
made periodic stops at Schroeder Trust to exchange stock
certificates for warehouse receipts. The profits were good and
my only expense was subway tokens.
有好几个礼拜我整天忙着买进股票、换豆子，再把豆子拿去卖，并常常跑到
Schroeder信托公司拿着股票凭证换取仓库保管单，获利算下来还不错，而唯一
的成本费用就是地铁车票。
The architect of Rockwood restructuring was an unknown,
but brilliant Chicagoan, Jay Pritzker, then 32. If youe
familiar with Jay subsequent record, you won. be surprised to
hear the action worked out rather well for Rockwood continuing
shareholders also. From shortly before the tender until shortly
after it, Rockwood stock appreciated from 15 to 100, even though
the company was experiencing large operating losses. Sometimes
there is more to stock valuation than price-earnings ratios.
Rockwood改造计画的规划者是32岁没有名气但相当优秀的芝加哥人Jay
Pritzker，若你知道Jay后来的记录，你应该就不会讶异这个动作对于公司股东
有多大的益处了，在这项提议推出不久之后，虽然公司营运呈现亏损，但
Rockwood的股价却从15美元涨到100美元，有时股票的价格会远远超过合
理的本益比之外。
In recent years, most arbitrage operations have involved
takeovers, friendly and unfriendly. With acquisition fever
rampant, with anti-trust challenges almost non-existent, and with
bids often ratcheting upward, arbitrageurs have prospered
mightily. They have not needed special talents to do well; the
trick, a la Peter Sellers in the movie, has simply been eing
There.?In Wall Street the old proverb has been reworded: .ive a
man a fish and you feed him for a day. Teach him how to
arbitrage and you feed him forever.?(If, however, he studied at
the Ivan Boesky School of Arbitrage, it may be a state
institution that supplies his meals.)
近几年来，大部分的套利操作都牵涉到购并案，不管是友善的或是敌意的皆然，
在购并案狂热之时，几乎感觉不到托拉斯法的存在，投标的竞价履创天价，在当
时套利客大行其道，在这行不需要太多的才能，唯一的技巧就像是Peter Sellers
的电影那样，只要轧一脚就行，华尔街有一句经过改编的俗话，给一个人一条鱼，
你只能养活他一餐，教他如何套利，却可以养活他一辈子，(当然要是他到学校
学习套利，可能就要靠州政府过活了)
To evaluate arbitrage situations you must answer four
questions: (1) How likely is it that the promised event will
indeed occur? (2) How long will your money be tied up? (3) What
chance is there that something still better will transpire - a
competing takeover bid, for example? and (4) What will happen if
the event does not take place because of anti-trust action,
financing glitches, etc.?
在评估套利活动时，你必须要能回答四个问题(1)已公布的事件有多少可能性确
实会发生?(2)你的资金总计要投入多久?(3)有多少可能更好的结果会发生，例如
购并竞价提高(4)因为反托拉斯或是财务意外状况发生导致购并案触礁的机率有
多高?
Arcata Corp., one of our more serendipitous arbitrage
experiences, illustrates the twists and turns of the business.
On September 28, 1981 the directors of Arcata agreed in principle
to sell the company to Kohlberg, Kravis, Roberts & Co. (KKR),
then and now a major leveraged-buy out firm. Arcata was in the
printing and forest products businesses and had one other thing
going for it: In 1978 the U.S. Government had taken title to
10,700 acres of Arcata timber, primarily old-growth redwood, to
expand Redwood National Park. The government had paid $97.9
million, in several installments, for this acreage, a sum Arcata
was contesting as grossly inadequate. The parties also disputed
the interest rate that should apply to the period between the
taking of the property and final payment for it. The enabling
legislation stipulated 6% simple interest; Arcata argued for a
much higher and compounded rate.
Arcata公司我们最曲折离奇的购并经验，说明了企业的曲曲折折，1981年9
月28日该公司的董事同意将公司卖给KKR公司，一家在当时同时也是现在最
大的融资买断公司，Arcata所从事的是印刷与森林产品，但其中值得注意的是
在1978年美国政府决定征收该公司所有10,700公顷的红木林，以扩增国家公
园的范围，为此政府决定分期支付该公司总金额9,790万美元的征收款，但
Arcata公司却认为金额太少，同时双方也对适用的利率也争议，Arcata极力争
取更高的赔偿金与适用的利率。
Buying a company with a highly-speculative, large-sized
claim in litigation creates a negotiating problem, whether the
claim is on behalf of or against the company. To solve this
problem, KKR offered $37.00 per Arcata share plus two-thirds of
any additional amounts paid by the government for the redwood
lands.
买下一家具有高度争议的公司将会让公司在谈判过程中，会增加许多的难度，不
管诉讼案件是不利或是有利于公司皆然，为了化解这个难题，KKR决定支付
Arcata每股37美元再加上政府额外赔偿款的三分之二，作为购并的条件。
Appraising this arbitrage opportunity, we had to ask
ourselves whether KKR would consummate the transaction since,
among other things, its offer was contingent upon its obtaining
atisfactory financing.?A clause of this kind is always
dangerous for the seller: It offers an easy exit for a suitor
whose ardor fades between proposal and marriage. However, we
were not particularly worried about this possibility because
KKR past record for closing had been good.
在评估过这项投资机会之后，我们自问KKR能否真正完成这项交易的关键在于
他们是否能够顺利取得融资，这对卖方来说永远是风险最高的一项条款，追求者
在提出求婚到正式结婚的这段期间，要落跑是很容易的一件事，不过在这个案子
我们却不太担心，原因在于KKR过去的记录还算不错。
We also had to ask ourselves what would happen if the KKR
deal did fall through, and here we also felt reasonably
comfortable: Arcata management and directors had been shopping
the company for some time and were clearly determined to sell.
If KKR went away, Arcata would likely find another buyer, though
of course, the price might be lower.
我们还必须扪心自问若是KKR真的失败会如何，在这点我们觉得还好，Arcata
的董事会与经营阶层已经在外兜售好一段时间了，显示该公司却有决心要出售，
如果KKR跑掉，Arcata一定还会再找新的买主，当然届时的价格可能会差一点。
Finally, we had to ask ourselves what the redwood claim
might be worth. Your Chairman, who can. tell an elm from an
oak, had no trouble with that one: He coolly evaluated the claim
at somewhere between zero and a whole lot.
最后我们还必须问自己，那块红木林的价值到底有多少？坦白说我虽然个人连榆
树跟橡木都分不出来，但对于这个问题我的处理方式倒很简单，反正就是介于零
到一大笔钱之间就对了。
We started buying Arcata stock, then around $33.50, on
September 30 and in eight weeks purchased about 400,000 shares,
or 5% of the company. The initial announcement said that the
$37.00 would be paid in January, 1982. Therefore, if everything
had gone perfectly, we would have achieved an annual rate of
return of about 40% - not counting the redwood claim, which would
have been frosting.
后来我们开始从九月开始以每股33.5元买进Arcata股票，八个礼拜之内总共
买进40万股，约占该公司5%的股权，隔年一月第一次对外公布股东每股可以
拿到37元，换算年投资报酬约为40%，这还不包含可以的红木林赔偿损失。
All did not go perfectly. In December it was announced that
the closing would be delayed a bit. Nevertheless, a definitive
agreement was signed on January 4. Encouraged, we raised our
stake, buying at around $38.00 per share and increasing our
holdings to 655,000 shares, or over 7% of the company. Our
willingness to pay up - even though the closing had been
postponed - reflected our leaning toward . whole lot?rather
than .ero?for the redwoods.
然而过程中不太顺利，到了12月宣布交易可能会延后，尽管如果1月铁定会签
约，受到这项鼓励，我们决定再加码以38元每股至65.5万股，约7%的股权，
我们的努力终于获得回报，虽然有点拖延，但结果却相当令人满意。
Then, on February 25 the lenders said they were taking a
econd look?at financing terms ?in view of the severely
depressed housing industry and its impact on Arcata outlook.?
The stockholders?meeting was postponed again, to April. An
Arcata spokesman said he id not think the fate of the
acquisition itself was imperiled.?When arbitrageurs hear such
reassurances, their minds flash to the old saying: .e lied like
a finance minister on the eve of devaluation.?
接着在2月25日融资银行说有鉴于房地产景气不佳，连带对Arcata的前景可
能有所疑虑，故有关融资条件可能还要再谈，股东临时会也因此再度延期到四月
举行，同时Arcata公司发言人表示他不认为购并案已触礁，但是当套利客听到
这种重申时，脑中便闪过一句老话︰他说谎的方式就好象是即将面临汇率崩盘的
财政部长一样。
On March 12 KKR said its earlier deal wouldn. work, first
cutting its offer to $33.50, then two days later raising it to
$35.00. On March 15, however, the directors turned this bid down
and accepted another group offer of $37.50 plus one-half of any
redwood recovery. The shareholders okayed the deal, and the
$37.50 was paid on June 4.
3月12日KKR宣布先前的约定无效，并将报价砍至33.5美元一股，两天后再
调高至35美元，然而到了3月15日董事会拒绝了这项提议，并接受另一家集
团37.5美元外加红木林一半的收益，股东会迅速通过这项交易，并于6月4日
收到现金。
We received $24.6 million versus our cost of $22.9 million;
our average holding period was close to six months. Considering
the trouble this transaction encountered, our 15% annual rate of
return excluding any value for the redwood claim - was more than
satisfactory.
总计我们花了近六个月的时间，投资2,290万美元，最后收回2,460万美元，
但若是加计这项交易中间所经历的风风雨雨，则15%的年报酬率(未包含红木林
潜在收益)还算令人满意。
But the best was yet to come. The trial judge appointed two
commissions, one to look at the timber value, the other to
consider the interest rate questions. In January 1987, the first
commission said the redwoods were worth $275.7 million and the
second commission recommended a compounded, blended rate of
return working out to about 14%.
不过好戏还在后头，承审法院指派两个委员会来解决这项纷争，一个负责认定红
木林的价值，一个则负责应该适用的利率，隔年1月委员会认定红木林的价值
为2.75亿美元，适用的复利率应为14%。
In August 1987 the judge upheld these conclusions, which
meant a net amount of about $600 million would be due Arcata.
The government then appealed. In 1988, though, before this
appeal was heard, the claim was settled for $519 million.
Consequently, we received an additional $29.48 per share, or
about $19.3 million. We will get another $800,000 or so in 1989.
到了八月法官裁定这项决议，这代表政府需要再支付高达6亿美元的赔偿金，
联邦政府立刻提出上诉，而就在上诉即将宣判结果时，双方以5.19亿美元达成
和解，因此我们又额外收到1,930万美元，相当于每股29.48美元的大红包，
之后还可以再拿到80万美元的进帐。
Berkshire arbitrage activities differ from those of many
arbitrageurs. First, we participate in only a few, and usually
very large, transactions each year. Most practitioners buy into
a great many deals perhaps 50 or more per year. With that many
irons in the fire, they must spend most of their time monitoring
both the progress of deals and the market movements of the
related stocks. This is not how Charlie nor I wish to spend our
lives. (What the sense in getting rich just to stare at a
ticker tape all day?)
Berkshire的套利活动与其它套利客有些不同，首先相较于一般套利客一年从事
好几十个案子，每年我们只参与少数通常是大型的交易案，有这么多锅子同时在
煮，他们必须花很多时间在监控交易的进度与相关股票的股价变动，这并不是查
理跟我想要过的生活方式，(为了致富，整天盯着计算机屏幕到底有何意义?)
Because we diversify so little, one particularly profitable
or unprofitable transaction will affect our yearly result from
arbitrage far more than it will the typical arbitrage operation.
So far, Berkshire has not had a really bad experience. But we
will - and when it happens wel report the gory details to you.
也因为我们只专注在少数几个案子，所以一个特别好或是特别差的案子，可能会
大大地影响到我们一整年的套利成绩，所幸到目前为止，Berkshire还没有遇到
什么惨痛的经验，一旦发生我一定会一五一十的向各位报告。
The other way we differ from some arbitrage operations is
