As filed with the Securities and Exchange Commission on May 13, 2003
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT
(under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934)
CLAYTON HOMES, INC.
(Name of Subject Company (Issuer))
CLAYTON HOMES, INC.
(Name of Filing Person (Offeror))
Options to Purchase Shares of Common Stock, $.10 Par Value Per Share
(Title of Class of Securities)
184190-10-6
(CUSIP Number of Class of Securities)
Kevin T. Clayton
Chief Executive Officer and
President
5000 Clayton Road
Maryville, Tennessee 37804
(865) 380-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
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Copies to:
Allen C. Goolsby, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
(804) 788-8200
CALCULATION OF FILING FEE
<Table>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$19,499,315 $1,577
</Table>
*Based upon the purchase of all options for which this offer is being made.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration number, or the Form or Schedule
and the date of its filing.
<Table>
Amount Previously Paid: $2,419 Filing Party: Clayton Homes, Inc.
Form or Registration No.: Schedule 14A Date Filed: April 18, 2003
</Table>
[ ] Check box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which this
statement relates:
<Table>
[ ] third party tender offer subject to Rule 14d-1 [ ] going-private transaction subject to Rule 13e-3
[X] issuer tender offer subject to Rule 13e-4 [ ] amendment to Schedule 13D under Rule 13d-2
</Table>
Check the following box if the filing is a final amendment reporting the results
of the tender offer. [ ]
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This Issuer Tender Offer Statement on Schedule TO ("Schedule TO") relates
to the offer by Clayton Homes, Inc., a Delaware corporation (the "Company"), to
purchase for cancellation certain of its outstanding options to purchase shares
of its common stock, $.10 par value per share, for a cash payment (which will be
reduced by tax withholding), as set forth on a per option basis in the table
below:
<Table>
<Caption>
NUMBER OF CASH PAYMENT PER
GRANT DATE EXERCISE PRICE ELIGIBLE OPTIONS ELIGIBLE OPTION TOTAL
- ------------------- -------------- ---------------- ------------------- --------------
11/10/93 (vested) $ 7.22 108,000 $5.28 $ 570,240.00
11/10/93 (unvested) 7.22 3,050 3.70263 11,293.02
1/03/94 7.22 20,366 5.28 107,532.48
2/09/94 7.22 17,471 5.28 92,246.88
11/09/94 (vested) 7.22 245,072 5.28 1,293,980.16
11/09/94 (unvested) 7.22 8,540 4.20870 35,942.30
7/01/94 7.53 12,200 3.72318 45,422.80
7/01/93 7.54 12,200 4.96 60,512.00
7/02/97 8.19 170,283 4.77769 813,559.39
12/08/93 8.27 5,953 4.23 25,181.19
5/11/94 8.29 5,490 4.21 23,112.90
7/03/00 8.38 87,700 5.36541 470,546.46
7/03/95 8.51 139,568 3.82586 533,967.63
11/01/00 9.31 566,675 4.14480 2,348,754.54
10/27/99 9.38 456,100 3.63089 1,656,048.93
11/14/96 (vested) 10.32 243,103 2.18 529,964.54
11/14/96 (unvested) 10.32 14,058 1.76681 24,837.81
10/30/02 11.19 778,750 4.20703 3,276,244.61
7/01/97 11.50 31,250 3.6677l 114,615.94
7/01/99 11.88 68,300 4.15245 283,612.34
11/12/98 11.90 738,055 2.10245 1,551,723.73
11/12/97 12.60 382,501 0.83540 319,541.34
7/01/96 12.80 22,649 2.86583 64,908.18
10/30/01 13.55 923,050 3.30030 3,046,341.91
11/08/95 13.70 295,334 2.28863 675,910.26
1/01/99 13.81 280,000 1.64012 459,233.60
7/01/02 15.28 134,500 4.03075 542,135.88
7/02/01 15.65 90,500 3.49858 316,621.49
7/01/98 15.75 67,750 3.03030 205,302.83
TOTAL 5,928,468 $19,499,315.14
</Table>
The offer is limited to vested and unvested options granted under the
Company's 1991 Employee Stock Incentive Plan, 1994 Directors' Equity Plan and
1997 Employee Stock Incentive Plan and vested options granted under the
Company's 1996 Outside Directors Equity Plan. The Company's offer is made on the
terms and subject to the conditions set forth in the Offer to Purchase, dated
, 2003 (the "Offer to Purchase"), and in the related election form,
which, as amended or supplemented from time to time, together constitute the
offer, copies of which are attached as Exhibit (a)(1)(A) and (a)(1)(B),
respectively, and incorporated herein by reference. Subject to the terms and
conditions set forth in the Offer to Purchase and the related election form, all
eligible options tendered and accepted by the Company pursuant to the offer will
be purchased and cancelled.
2
This Schedule TO is filed in satisfaction of the reporting requirements
of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as
amended.
The information in the Offer to Purchase and the related election form,
copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and
(a)(1)(B), respectively, is incorporated in this Schedule TO by reference, in
response to Items 1, 2, 4, 5, 6, 7, 8 and 11 of this Schedule TO.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS.
(a) The issuer of the securities to which this Schedule TO relates is
Clayton Homes, Inc., a Delaware corporation (the "Company"), and the address of
its principal executive offices is 5000 Clayton Road, Maryville, Tennessee
37804. The following table names each person specified in Instruction C to
Schedule TO. Each person's business address is the same as the Company's, 5000
Clayton Road, Maryville, Tennessee 37804, and each person's business telephone
number is (865) 380-3000.
<Table>
<Caption>
NAME POSITION
- ---- --------
James L. Clayton Chairman of the Board of Directors
B. Joe Clayton Director
Kevin T. Clayton Director, Chief Executive Officer and President
Steven G. Davis Director
Dan W. Evins Director
Wilma H. Jordan Director
Thomas N. McAdams Director
C. Warren Neel Director
David M. Booth Executive Vice President and President, Retail
Richard D. Strachan Executive Vice President and President,
Manufacturing
John J. Kalec Executive Vice President and Chief Financial
Officer
Walter A. Morgan Vice President and General Manager, Communities
</Table>
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
Not applicable.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
3
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
<Table>
(a)(1)(A) Offer to Purchase, dated , 2003.
(a)(1)(B) Form of Election to Tender Options.*
(a)(1)(C) Letter to Eligible Option Holders.
(a)(2)-(5) Not applicable.
(b) Not applicable.
(d)(1)(A) Agreement and Plan of Merger, dated as of April 1, 2003, by
and among Berkshire Hathaway Inc., B Merger Sub Inc. and the
Company (filed as Exhibit 2.1 to the Current Report on Form
8-K, filed April 2, 2003, and incorporated herein by
reference).
(d)(1)(B) Stockholders Agreement, dated as of April 1, 2003, by and
among James T. Clayton, the Clayton Family Foundation,
Berkshire Hathaway Inc. and B Merger Sub Inc. (filed as
Exhibit 2.2 to the Current Report on Form 8-K, filed April
2, 2003, and incorporated herein by reference).
(g) Not applicable.
(h) Not applicable.
</Table>
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* To be filed by amendment.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
4
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.
CLAYTON HOMES, INC.
By: /s/ KEVIN T. CLAYTON
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Kevin T. Clayton
Chief Executive Officer and
President
Dated: May 13, 2003
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EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT NO. DESCRIPTION
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(a)(1)(A) Offer to Purchase, dated , 2003.
(a)(1)(B) Form of Election to Tender Options.*
(a)(1)(C) Letter to Eligible Option Holders.
(a)(2)-(5) Not applicable.
(b) Not applicable.
(d)(1)(A) Agreement and Plan of Merger, dated as of April 1, 2003, by
and among Berkshire Hathaway Inc., B Merger Sub Inc. and the
Company (filed as Exhibit 2.1 to the Current Report on Form
8-K, filed April 2, 2003, and incorporated herein by
reference).
(d)(1)(B) Stockholders Agreement, dated as of April 1, 2003, by and
among James T. Clayton, the Clayton Family Foundation,
Berkshire Hathaway Inc. and B Merger Sub Inc. (filed as
Exhibit 2.2 to the Current Report on Form 8-K, filed April
2, 2003, and incorporated herein by reference).
(g) Not applicable.
(h) Not applicable.
</Table>
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* To be filed by amendment.
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