UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
July 18, 2003
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CLAYTON HOMES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-8824 62-1671360
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(State or other (Commission File (IRS Employer
jurisdiction Number) Identification No.)
of incorporation)
5000 Clayton Road
Maryville, Tennessee 37804
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
(865) 380-3000
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On July 18, 2003, the Company filed a press release reporting an update from the
special shareholders' meeting on July 16, 2003. A copy of the press release is
attached as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
99.1 Press Release dated July 18, 2003 reporting an update from the special
shareholders' meeting on July 16, 2003.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CLAYTON HOMES, INC.
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(Registrant)
Date: July 18, 2003 /s/ Kevin T. Clayton
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Kevin T. Clayton
Chief Executive Officer and President
(Principal Executive Officer)
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
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99.1 Press Release dated July 18, 2003 5
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EXHIBIT 99-1
NEWS RELEASE
FOR IMMEDIATE RELEASE
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JULY 18, 2003 CONTACT: INVESTOR RELATIONS
PHONE: 865-380-3206
FAX: 865-380-3784
CLAYTON HOMES, INC. (CMH: NYSE) ISSUES LETTER TO STOCKHOLDERS
Dear Fellow Stockholders:
For those who were unable to attend the special stockholders' meeting held on
July 16, we are pleased to provide you with this detail. No vote was taken on
the Berkshire Hathaway merger offer. On the recommendation of the company's
board of directors, a motion was passed by the stockholders present to adjourn
the meeting until Wednesday, July 30, 2003, at 11:00 a.m. at the company's
headquarters, 5000 Clayton Road, Maryville, TN 37804.
Why was the final vote delayed? After Cerberus Capital Management's expression
of interest letter, several large institutional stockholders requested that
additional time be given for bona fide bidders to have an opportunity to conduct
due diligence and to consider making a superior proposal. The board was able to
reach an agreement with Berkshire Hathaway that will allow additional time to
accommodate potential offers that would be advantageous to stockholders. We
have accommodated the stockholders' concerns by giving other potential bidders a
window beyond the original 39-day market check period.
Has this decision been productive? Yes, a confidentiality agreement has been
signed with Cerberus Capital Management. Their due diligence request list has
been received. The first wave of documents requested will be forwarded this
afternoon, and we will welcome their representatives to tour our facilities and
gather additional information that they may need beginning on Monday, July 21.
The same privileges will be provided to others if bona fide offers surface.
This course gives stockholders the best of both worlds. The Berkshire offer is
preserved, and Cerberus and other bidders now have the opportunity to conduct
the due diligence necessary to submit a formal offer prior to our July 30
meeting. Management, as directed, is continuing to actively explore various
finance alternatives to the asset backed securitization market, while looking
for potential partnering opportunities.
Rest assured, that management's and the board's goal is-and has always been-to
maximize stockholders' value. With your patience, this postponement should give
us a good view of the opportunity landscape.
Yours truly,
Kevin T. Clayton
Chief Executive Officer and President
Clayton Homes, Inc.
This press release contains forward-looking statements with respect to
management's beliefs about the financial condition, results of operations and
business of Clayton Homes in the future. These statements involve risks and
uncertainties. The actual outcome could differ materially from that
contemplated by such statements. Factors that could cause or contribute to such
differences could include, but are not limited to: market conditions in the
manufactured housing market, the degree of continued market acceptance of
Clayton Homes' products, competition, failure of the requisite stockholders to
approve the merger, litigation related to the merger, and merger-related costs
and expenses. The non-merger related factors mentioned above, as well as other
factors that could affect Clayton Homes' business, are discussed in Clayton
Homes' Annual Report on Form 10-K for the fiscal year ended June 30, 2002, on
file with the Securities and Exchange Commission. Clayton Homes does not
undertake any obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.