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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): February 19, 1999
CLAYTON HOMES, INC.
VANDERBILT MORTGAGE AND FINANCE, INC.
(Exact name of registrant as specified in its charter)
Clayton Homes - Del.
Vanderbilt - Tenn. 333-43583 62-0997810
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number Identification No.)
500 Aloca Trail
Maryville, Tennessee 37804
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (423) 380-3000
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Item 5. Other Events
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Incorporation of Certain Documents by Reference
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Pursuant to Rule 411 of Regulation C under the Securities Act of 1933,
Vanderbilt Mortgage and Finance, Inc. and Clayton Homes, Inc. (the
"Registrant") will incorporate by reference the financial statements of
Clayton Homes, Inc., into the Registrant's registration statement (File No.
333-43583). In connection with the incorporation of such documents by
reference, the Registrant is hereby filing the consent of
PricewaterhouseCoopers LLP ("PwC") to the use of their name in such prospectus
supplement. The consent of PwC attached hereto as Exhibit 23.4.
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibit:
23.4 Consent of PricewaterhouseCoopers LLP
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
VANDERBILT MORTGAGE AND FINANCE, INC.
By /s/ Paul Nichols
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Name: Paul Nichols
Title: Assistant Secretary
CLAYTON HOMES, INC.
By /s/ David Booth
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Name: David Booth
Title: Executive Vice President
Dated: February 19, 1999
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Exhibit Index
Exhibit Page
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23.4 Consent of PricewaterhouseCoopers LLP 6
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Clayton Homes, Inc. on Form S-3 (File No. 333-43583) of our report dated
August 5, 1998, on our audits of the consolidated financial statements of
Clayton Homes, Inc. as of June 30, 1998 and 1997, and for each of the three
years in the period ended June 30, 1998, which report is incorporated by
reference, from the Company's 1998 Annual Report to Shareholders, in the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1998,
filed with the SEC. We also consent to the reference to our Firm under the
caption "Experts".
/s/ PricewaterhouseCoopers LLP
Knoxville, Tennessee
February 19, 1999
