SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
------------------------
CLAYTON HOMES, INC.
(Name of Registrant as Specified In Its Charter)
------------------------
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1 Title of each class of securities to which transaction applies:
-----------------------------------
2 Aggregate number of securities to which transaction applies:
-----------------------------------
3 Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-----------------------------------
4 Proposed maximum aggregate value of transaction:
-----------------------------------
5 Total fee paid:
-----------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1 Amount Previously Paid:
-----------------------------------
2 Form, Schedule or Registration Statement No.:
-----------------------------------
3 Filing Party:
-----------------------------------
4 Date Filed:
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CLAYTON HOMES, INC.
BOX 15169
KNOXVILLE, TENNESSEE 37901
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 27, 1999
The 1999 Annual Meeting of the Shareholders (the "Annual Meeting") of
Clayton Homes, Inc., a Delaware corporation (the "Company"), will be held at
10:30 a.m. EDT, on Wednesday, October 27, 1999, at the Clayton Homes
Headquarters, 5000 Clayton Road, Maryville, Tennessee 37804 for the following
purposes:
1. To elect eight directors, each to hold office for a term of one year
and until a successor has been elected and qualified.
2. To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Holders of Common Stock of record as of the close of business on September
3, 1999, are entitled to notice of and to vote at the Annual Meeting. Transfer
books will not be closed.
Your vote is important. To ensure that your shares are represented at the
Annual Meeting, please complete, sign, date and mail the enclosed proxy promptly
in the enclosed postage-paid envelope. Shareholders attending the Annual
Meeting may revoke their proxies and vote in person if they so desire.
By order of the Board of Directors
Carl Koella, III
Secretary
Knoxville, Tennessee
September 23, 1999
PROXY STATEMENT
CLAYTON HOMES, INC.
BOX 15169
KNOXVILLE, TN 37901
(mailing)
5000 CLAYTON ROAD
MARYVILLE, TN 37804
(street)
This Proxy Statement and related proxy are furnished to the holders of
Common Stock, par value $.10 per share (the "Common Stock"), of Clayton Homes,
Inc., a Delaware corporation ( the "Company" ), in connection with the
solicitation of proxies by and on behalf of the Board of Directors of the
Company for use at the 1999 Annual Meeting of Shareholders to be held at 10:30
a.m. EDT, on Wednesday, October 27, 1999, and any adjournments thereof (the
"Annual Meeting"). This Proxy Statement and the enclosed proxy card are being
first mailed to shareholders of the Company on or about September 23, 1999. The
Company's Annual Report to Shareholders for the year ended June 30, 1999,
accompanies this Proxy Statement.
The matters to be considered at the Annual Meeting are: (i) the election of
eight members of the Board of Directors of the Company and (ii) the transaction
of such other business as may properly come before the Annual Meeting or any
adjournments thereof.
VOTING RIGHTS AND PROXY SOLICITATION
Holders of Common Stock of record as of the close of business on September
3, 1999, are entitled to notice of and to vote at the Annual Meeting. As of
such date, the Company had issued and outstanding 140,052,550 shares of Common
Stock. The affirmative vote of a majority of the outstanding shares present
in person or by proxy at the Annual Meeting is required for the approval of any
proposal submitted to the shareholders at the Annual Meeting, except that
directors shall be elected by a plurality of the votes of the shares cast in the
election. Each shareholder is entitled to one vote per share on all matters to
be considered at the Annual Meeting, except that for the election of directors,
each shareholder has the right to vote the number of shares held for as many
persons as there are directors to be elected at the Annual Meeting. The
certificate of incorporation of the Company does not provide for cumulative
voting for director nominees.
No specific provisions of the General Corporation Law of Delaware, the
Company's Charter or the Company's bylaws address the issue of abstentions or
broker non-votes. Abstentions will be treated as shares that are present and
entitled to vote for purposes of determining whether a quorum is present, but
will not be counted as votes either in favor of or against a particular
proposal. If a broker or nominee holding shares in "street" name indicates on
the proxy that it does not have discretionary authority to vote on a particular
matter, those shares will not be voted with respect to that matter and will be
disregarded for the purpose of determining the total number of votes cast with
respect to a proposal.
A shareholder executing and returning a proxy may revoke such proxy by
notice in writing delivered to the Secretary of the Company prior to or at the
Annual Meeting, submitting a later dated proxy to the Secretary of the Company
prior to or at the Annual Meeting or appearing in person and voting in a
contrary manner at the Annual Meeting. However, a shareholder's attendance at
the Annual Meeting does not of itself serve to revoke a proxy executed by such
shareholder.
Proxies in the form enclosed, executed by shareholders of the Company and
returned to the proxyholder designated by the Board of Directors, will be voted
at the Annual Meeting in accordance with the instructions that appear thereon.
If no instructions are given, such proxies will be voted in favor of the
election of the nominees of the Board of Directors named in the Proxy Statement
and the approval of each matter proposed in the Proxy Statement. As of the date
of this Proxy Statement, the Board of Directors of the Company does not know of
any business which will be presented for consideration at the Annual Meeting
other than as specified herein and in the notice of the Annual Meeting, but if
other matters are presented, it is the intention of the person designated as
proxyholder to vote in accordance with their judgment on such matters.
The cost of soliciting proxies, including the preparation, printing and
mailing of the Proxy Statement, will be borne by the Company. Proxies may be
solicited by mail, telephone, facsimile or personal contact by directors,
officers, or employees of the Company who will receive no additional
compensation therefor. The Company also will request brokers, custodians, and
other nominees to forward proxy solicitation material to the beneficial owners
of Common Stock, and will reimburse them for their reasonable out-of-pocket
expenses.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP served as independent accountants for the
Company during the fiscal year ended June 30, 1999. Representatives of
PricewaterhouseCoopers LLP will be present at the Annual Meeting and will be
given the opportunity to respond to questions.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company has nominated the eight persons named
below for election as directors at the Annual Meeting, to hold office until the
next annual meeting of shareholders and until their successors have been duly
elected and qualified. The Company's bylaws allow for a maximum of eight
directors. In the event that any nominee is unable to serve (which is not
anticipated), the person designated as proxyholder for the Company will vote for
the remaining nominees and for such other person(s) as the Board of Directors
may nominate. Each of the nominees is currently a director.
The following table sets forth certain information with respect to the
nominees for election as directors at the Annual Meeting:
<TABLE>
<CAPTION>
YEAR FIRST
NAME, AGE, PRINCIPAL OCCUPATION AND ELECTED
MATERIAL POSITIONS DURING PAST FIVE YEARS DIRECTOR
- -------------------------------------------------------------------------------------- ----------
<S> <C>
James L. Clayton, 65, Chairman and Chief Executive Officer since prior to 1994, 1967
retired as Chief Executive Officer on June 30, 1999; Chairman, BankFirst;
Director, Dollar General Corporation and Chateau Communities, Inc.
B. Joe Clayton, 63, Chief Executive Officer, Clayton Automotive Group, since prior to 1967
1994; Regional Director, First Tennessee Bank.
Kevin T. Clayton, 36, Chief Executive Officer beginning July 1, 1999, President since 1998
1997, President, Financial Services and various other management positions from
1997 to prior to 1994. (1)
Dan W. Evins, 63, co-founder, Chairman and Chief Executive Officer, CBRL Group, 1991
Inc., since prior to 1994.
Wilma H. Jordan, 51, Chief Executive Officer, The Jordan, Edmiston Group, Inc., since 1994
prior to 1994.
John J. Kalec, 49, Vice President and Chief Financial Officer, Interactive Pictures 1998
Corporation, since 1998; Senior Vice President, Chief Financial Officer and
Secretary, Clayton Homes, Inc. from 1996 until 1998, Managing Director, Finance
and Accounting, Philips Components International B.V. from 1992 to 1995.
Thomas N. McAdams, 46, Partner, Bernstein, Stair & McAdams LLP since prior to 1997
1994; Director, Rafferty's, Inc.
C. Warren Neel, 62, Dean of the College of Business Administration, 1993
of The University of Tennessee, since prior to 1994; Director O'Charley's, Inc.,
Sak's, Inc., Promus Hotel Corporation and American Health Corp., Inc.
</TABLE>
________________
(1) Son of James L. Clayton and nephew of B. Joe Clayton.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES
LISTED ABOVE.
BOARD ATTENDANCE, FEES AND COMMITTEES
The Board of Directors held four meetings during the last fiscal year.
Each of the directors attended at least 75% of the meetings of the Board and
committees of which each was a member. Each director not employed by the Company
receives an annual retainer of $12,000, and $1,500 for each Board and $500 for
each committee meeting attended; $250 for each telephonic meeting; and
reimbursement for travel expenses to meetings. Committee chairpersons receive
an additional $250 for each such committee meeting attended. The Board of
Directors does not have separate nominating or executive committees.
AUDIT COMMITTEE
The Audit Committee consists of Dr. Neel (Chairperson), Mr. Kalec, and Mr.
Evins. The Audit Committee held two meetings during fiscal year 1999. The
Audit Committee has the responsibility to: (i) review annually and recommend to
the Board of Directors the firm to be engaged as independent accountants of the
Company for the next fiscal year; (ii) review with the Company's independent
accountants the plan and results of the auditing engagement; (iii) review the
scope and results of the Company's procedures for internal auditing; (iv)
inquire as to the adequacy of the Company's internal controls; and (v) consider
each professional service provided by the independent accountants and whether
the providing of such service affects the independence of the accountants.
COMPENSATION COMMITTEE
The Compensation Committee consists of Ms. Jordan (Chairperson), Mr.
McAdams and Dr. Neel. It held two meetings during the last fiscal year. The
Compensation Committee is authorized to establish and fix the amount and form of
compensation payable from time to time to all officers and other key employees
of the Company. It also administers the Company's stock option plans.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The goal of the Compensation Committee is to structure and administer the
Company's executive compensation programs in such a way that individual
compensation is largely dependent upon the Company's performance, as measured by
the percentage increase in fully diluted earnings per share (EPS) of the Common
Stock over the prior year. The variable components of its compensation programs
are designed to attract and motivate results-oriented people to achieve higher
levels of performance while focusing on the goals of the Company and its
shareholders.
Company executives, including the Chief Executive Officer, receive base
salaries, which are intended to support minimal managerial lifestyles. The
balance of the annual cash compensation for these executives is based upon the
percentage increase in EPS over the prior year. Increases in EPS within
annually established ranges result in corresponding increases in the percentage
of base salary paid in the form of bonuses. Conversely, declines in EPS would
result in the reduction or elimination of bonuses. Adjustments are made on an
annual basis to base salary and bonus programs to reflect individual
performances.
Stock options are also granted to executive officers and other employees at
the fair market value of the Common Stock on the date of grant and become vested
over a specified period of employment. The number of shares granted is similarly
based upon the achievement of EPS growth targets and individual performance in
the previous year.
The fact that a significant portion of the compensation paid to the
Company's executive officers is based upon increases in EPS helps to ensure that
the Chief Executive Officer and other members of management are sensitized to
the needs and desires of the shareholders.
Wilma Jordan (Chairperson)
Thomas N. McAdams
Dr. C. Warren Neel
COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION
During fiscal year 1999, the Compensation Committee consisted of Ms. Jordan
(Chairperson), Mr. McAdams and Dr. Neel, none of whom has been an officer or
employee of the Company. In addition, there are no relationships among the
Company's executive officers, members of the Compensation Committee or entities
whose executives serve on the Board of Directors or the Compensation Committee
that require disclosure under applicable Security and Exchange Commission
regulations.
COMPENSATION OF MANAGEMENT TABLE
The following table sets forth certain information with respect to the
compensation paid by the Company during the 1999, 1998 and 1997 fiscal years to
the executive officers of the Company:
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION AWARDS
---------------------------------
FISCAL ANNUAL COMPENSATION OPTIONS OTHER ANNUAL
-----------------------
NAME AND POSITION YEAR SALARY BONUS # OF SHARES (1) COMPENSATION (2)
- ------------------------------ -------- ------------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
James L. Clayton 1999 $275,000 $ 833,000 120,000 $ 7,800
Chairman 1998 $275,000 $ 825,000 40,000 $ 9,507
1997 $275,000 $ 274,400 31,250 $ 7,367
Kevin T. Clayton 1999 $250,000 $ 758,000 107,500 $ 7,671
Chief Executive Officer 1998 $250,000 $ 750,000 130,000 $ 8,621
and President 1997 $175,000 $ 198,000 25,000 $ 6,494
David M. Booth 1999 $250,000 $ 758,000 107,500 $ 9,996
Executive Vice-President 1998 $250,000 $ 750,000 130,000 $ 6,934
President, Retail 1997 $175,000 $ 198,000 25,000 $ 6,862
Richard D. Strachan 1999 $250,000 $ 683,000 107,500 $ 7,205
Executive Vice-President 1998 $225,000 $ 675,000 130,000 $ 5,572
President, Manufacturing 1997 $150,000 $ 186,000 18,750 $ 5,887
Allen Morgan 1999 $100,962 $ 19,615 12,500 $ 1,074
Vice President 1998 $ --- $ --- --- $ ---
General Manager, Communities 1997 $ --- $ --- --- $ ---
</TABLE>
(1) Adjusted for applicable stock split.
(2) Represents Company contributions and reallocated forfeitures in the
Company's 401(k) Plan, health and life and disability insurance
premiums.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information with respect to stock
options granted to the named executive officers during the fiscal year ended
June 30, 1999:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
NUMBER OF PERCENT OF TOTAL VALUE AT ASSUMED
SECURITIES OPTIONS GRANTED ANNUAL RATES OF STOCK
UNDERLYING TO EMPLOYEES IN EXERCISE OF PRICE APPRECIATION
OPTIONS FISCAL YEAR DATE BASE PRICE EXPIRATION FOR OPTION TERM (1)
NAME GRANTED(2) 1999 GRANTED ($/SHARE)(2) DATE 5% 10%
- ------------------- ----------- ----------------- -------- ------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
James L. Clayton. . 50,000 3.40% 11/12/98 $ 11.90 11/12/08 $ 336,524 $ 888,296
70,000 4.76% 01/01/99 $ 13.81 01/01/09 $ 337,434 $ 1,109,915
Kevin T. Clayton. . 37,500 2.55% 11/12/98 $ 11.90 11/12/08 $ 252,393 $ 666,222
70,000 4.76% 01/01/99 $ 13.81 01/01/09 $ 337,434 $ 1,109,915
David M. Booth. . . 37,500 2.55% 11/12/98 $ 11.90 11/12/08 $ 252,393 $ 666,222
70,000 4.76% 01/01/99 $ 13.81 01/01/09 $ 337,434 $ 1,109,915
Richard D. Strachan 37,500 2.55% 11/12/98 $ 11.90 11/12/08 $ 252,393 $ 666,222
70,000 4.76% 01/01/99 $ 13.81 01/01/09 $ 337,434 $ 1,109,915
Allen Morgan. . . . 12,500 .85% 11/12/98 $ 11.90 11/12/08 $ 84,131 $ 222,074
</TABLE>
(1) Dollar gains reflected in these columns result from calculations assuming 5%
and 10% rates of annual growth as set by Securities and Exchange Commission
Regulations for the full ten-year option term and are not intended to forecast
future price appreciation of the Company's Common Stock. This approach does not
give effect to the impact of future world, domestic or industry market or
economic conditions, or the termination of the optionee's employment during the
option period (which results in a loss of the options not then vested) and other
factors that may not reasonably be foreseen. The gains reflect a future value
based upon growth at these prescribed rates. It is important to note that
options have value to listed executives and to all option recipients only if the
stock price advances beyond the base price on the date of grant shown in the
table during the effective option period.
(2) Adjusted for applicable stock split.
OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth certain information with respect to the
exercise of options during the fiscal year ended June 30, 1999, and the value of
unexercised options held as of June 30, 1999, by the named executive officers:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF IN-THE-MONEY
UNDERLYING UNEXERCISED OPTIONS UNEXERCISED OPTIONS
AT FISCAL YEAR-END (1) AT FISCAL YEAR-END (2)
------------------------------ ---------------------------
<S> <C> <C> <C> <C> <C> <C>
SHARES ACQUIRED
NAME ON EXERCISE VALUE REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------- ---------------- ------------------ ----------- ------------- ----------- --------------
James L. Clayton . --- --- 112,595 207,852 $ 253,640 $ 46,790
Kevin T. Clayton . --- --- 98,131 306,641 $ 256,552 $ 62,149
David M. Booth . . --- --- 176,326 306,641 $ 563,870 $ 62,149
Richard D. Strachan --- --- 17,068 285,353 $ 9,355 $ 19,836
Allen Morgan . . . --- --- --- 12,500 $ --- $ ---
</TABLE>
___________________
(1) Adjusted for applicable stock split.
(2) Market value of underlying securities at June 30, 1999 minus exercise
price.
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The following table sets forth certain information with respect to Common
Stock beneficially owned by each named executive officer, and by all directors
and executive officers of the Company as a group, as of August 31, 1999:
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME BENEFICIALLY OWNED PERCENT OF CLASS
- ------------------------------------------------------------ ------------------- -----------------
<S> <C> <C>
James L. Clayton . . . . . . . . . . . . . . . . . . . . . . 38,372,746 (1) 27.4%
B. Joe Clayton . . . . . . . . . . . . . . . . . . . . . . . 140,996 (2) *
Kevin T. Clayton. . . . . . . . . . . .. . . . . . . . . . . 786,868 (3) *
Dan W. Evins . . . . . . . . . . . . . . . . . . . . . . . . 128,575 (4) *
Wilma H. Jordan. . . . . . . . . . . . . . . . . . . . . . . 31,207 (5) *
John J. Kalec. . . . . . . . . . . . . . . . . . . . . . . . 1,256 *
Thomas N. McAdams. . . . . . . . . . . . . . . . . . . . . . 2,731 (6) *
C. Warren Neel . . . . . . . . . . . . . . . . . . . . . . . 38,725 (7) *
David M. Booth . . . . . . . . . . . . . . . . . . . . . . . 192,062 (8) *
Richard D. Strachan. . . . . . . . . . . . . . . . . . . . . 20,118 (9) *
Allen Morgan . . . . . . . . . . . . . . . . . . . . . . . . 125 *
All Directors and Executive Officers as a Group (13 persons) 39,724,094 (10) 28.3%
</TABLE>
____________________
* Less than 1%
(1) Includes options for 112,595 shares presently exercisable; includes
11,237 shares held for the benefit of James L. Clayton in the Company's
401(k) Plan; includes 1,204,911 shares held by the Clayton Family
Foundation, a non-profit corporation of which James L. Clayton is
director and president.
(2) Includes options for 11,374 shares presently exercisable.
(3) Includes options for 98,131 shares presently exercisable; includes 5,267
shares held for the benefit of Kevin T. Clayton in the Company's 401(K)
Plan; includes 444,323 shares held in trust in which Kevin T. Clayton (son
of James L. Clayton) is a trustee, but not beneficiary; includes 6,100
shares held in trust of which Kevin T. Clayton is a trustee and
beneficiary; does not include 1,204,911 shares held by a non-profit
corporation of which Kevin T. Clayton is a director.
(4) Includes options for 59,055 shares presently exercisable.
(5) Includes options for 21,325 shares presently exercisable.
(6) Includes options for 1,250 shares presently exercisable.
(7) Includes options for 34,263 shares presently exercisable.
(8) Includes options for 176,326 shares presently exercisable; includes
5,430 shares held for the benefit of David M. Booth in the Company's
401(k) Plan.
(9) Includes options for 17,068 shares presently exercisable; includes 1,636
shares held for the benefit of Richard D. Strachan in the Company's 401(k)
Plan.
(10) Includes options to purchase 538,548 shares presently exercisable;
includes 24,834 shares held for the benefit of the executive officers
in the Company's 401(k) Plan; includes 444,323 shares held in trusts
of which an executive officer is trustee and beneficiary; includes
6,100 held in trusts of which directors or executive officers are
trustees, but not beneficiaries; includes 1,204,911 shares held by
a non-profit corporation of which certain executive officers are
directors.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
The following table sets forth certain information with respect to the
Company's cumulative total shareholder return during the previous five years as
compared with the Standard & Poor's Corporation S & P Midcap 400 composite stock
price index and a "peer group" comprised of the following manufactured housing
companies: Cavalier Homes, Inc., Champion Enterprises, Inc., Fleetwood
Enterprises, Inc., Liberty Homes, Inc., Oakwood Homes Corporation, and Skyline
Corporation.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1994 1995 1996 1997 1998 1999
- -------------- ------ ------ ------ ------ ------ ------
CLAYTON HOMES 100.00 116.55 178.64 161.34 214.15 161.98
- -------------- ------ ------ ------ ------ ------ ------
S&P MIDCAP 400 100.00 122.34 148.75 183.45 233.26 262.58
- -------------- ------ ------ ------ ------ ------ ------
PEER GROUP 100.00 106.05 187.35 179.04 259.63 158.11
============== ====== ====== ====== ====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNERS BENEFICIAL OWNERSHIP
- ------------------------------------------ --------------------
<S> <C>
James L. Clayton
P.O. Box 15169
Knoxville, TN 37901. . . . . . . . 38,372,746 (1)
Pioneering Management Corporation
60 State Street
Boston, MA 02109 . . . . . . . . . 10,109,250 (2)
Munder Capital Management
480 Pierce Street, Suite 300
Birmingham, MI 48012 . . . . . . . 7,859,520 (3)
</TABLE>
_________________
(1) See footnote (1) under "Security Ownership of Directors and Officers."
(2) As reported in Schedule 13G filed January 8, 1999.
(3) As reported in Schedule 13G filed February 16, 1999.
CERTAIN TRANSACTIONS
The Company maintains an agreement to purchase certain installment contract
receivables from a business venture, in which the Company has a 25% equity
interest and Kevin T. Clayton is a director. The remaining 75% equity interest
is owned by unrelated parties.
The Company's primary counsel is Bernstein, Stair & McAdams LLP, of which
Thomas N. McAdams is a partner. During fiscal 1999, payments received by
Bernstein, Stair & McAdams LLP from the Company did not exceed five percent
of the gross revenues of Bernstein, Stair & McAdams LLP.
During 1999, the Company purchased certain real estate properties from
the Chairman for $1,450,000, determined by independent appraisals.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors ("reporting persons") to file initial reports
of ownership of common stock and reports of changes in ownership with the
Securities and Exchange Commission. The Company assists its executive officers
and directors in completing and filing those reports. The Company believes that
during the last completed fiscal year all filing requirements applicable to its
executive officers and directors were complied with, except that one report,
disclosing one transaction, was filed late by the Company on behalf of Ms.
Jordan.
ANNUAL REPORT ON FORM 10-K
The Company will provide without charge, at the written request of any
beneficial shareholder of record on September 3, 1999, a copy of the Company's
Annual Report on Form 10-K, including the financial statements and financial
statement schedules, as filed with the Securities and Exchange Commission,
except exhibits thereto. The Company will provide copies of the exhibits,
should they be requested by eligible shareholders, and the Company may impose a
reasonable fee for providing such exhibits. Requests for copies of the
Company's Annual Report on Form 10-K should be mailed to:
CLAYTON HOMES, INC.
Box 15169
Knoxville, Tennessee 37901
Attention: Investor Relations
SHAREHOLDER PROPOSALS
Any shareholder proposals intended to be presented at the Company's 2000
Annual Meeting of Shareholders must be received by the Company at its corporate
offices no later than May 31, 2000, in order to be considered by the Board of
Directors for inclusion in the proxy statement and form of proxy relating to
such meeting.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the
Annual Meeting. However, if any other matter properly comes before the Annual
Meeting or any adjournment thereof, it is intended that the person named in the
enclosed Proxy will vote such Proxy on such matter in accordance with his best
judgment.
Carl Koella, III
Secretary
September 23, 1999
CLAYTON HOMES, INC.
Box 15169, Knoxville, Tennessee 37901
TEL 423.380.3000 FAX 423.380.3750
(Area code 865 effective after 11/1/99)
Internet:www.clayton.net e-mail:[email protected]
Human resources:[email protected]
Appendix A
CLAYTON HOMES, INC.
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders on October 27, 1999, and related Proxy Statement, and appoints
Timothy Rhoades the true and lawful agent and proxy of the undersigned (the
"Proxy"), having full power of substitution, to represent the undersigned and to
vote all shares of Clayton Homes, Inc., owned and held by the undersigned, or
which the undersigned would be entitled to vote if personally present at the
Annual Meeting of Shareholders of Clayton Homes, Inc., to be held at the Clayton
Homes Headquarters, 5000 Clayton Road, Maryville, TN 37804 at 10:30 a.m. EDT,
October 27, 1999, or any adjournment thereof.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
[SEE REVERSE SIDE]
[X] Please mark your
votes as in this
example
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
WITHHOLD
FOR AUTHORITY FOR AGAINST ABSTAIN
(1) ELECTION OF [ ] [ ] NOMINEES: James L. Clayton (2) IN THEIR DISCRETION, THE [ ] [ ] [ ]
DIRECTORS B. Joe Clayton PROXY IS AUTHORIZED TO
Kevin T. Clayton VOTE UPON SUCH BUSINESS
FOR, except vote withheld from the Dan W. Evins AS MAY COME BEFORE THE
following nominees Wilma H. Jordan MEETING.
John J. Kalec
Thomas N. McAdams
------------------------------------------ C. Warren Neel
</TABLE>
PLEASE CHECK BOX IF YOU PLAN [ ]
TO ATTEND THE ANNUAL MEETING
IN PERSON.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED IN THE MANNER HEREIN DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO PROPOSAL IS MADE,
THE SHARE(S) REPRESENTED BY THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
Signature(s) ___________________________________ Dated: _____________, 1999
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give your full title as such.
