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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 17, 2000
CLAYTON HOMES, INC.
VANDERBILT MORTGAGE AND FINANCE, INC.
(Exact name of registrant as specified in its charter)
Clayton Homes - Del.
Vanderbilt - Tenn. 333-75405 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
Incorporation of Certain Documents by Reference
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.
333-75405). In connection with the incorporation of such documents by
reference, the Registrant is hereby filing the consent of
PricewaterhouseCoopers LLP ("PW Coopers") to the use of their name in the
prospectus dated February 17, 2000. The consent of PW Coopers 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
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/ David Jordan _
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Name: David Jordan
Title: Secretary
CLAYTON HOMES, INC.
By /s/ Amber W. Krupacs
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Name: Amber W. Krupacs
Title: Vice President-Finance
Dated: February 17, 2000
Exhibit Index
Exhibit Page
23.4 Consent of PricewaterhouseCoopers LLP 5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the joint registration
statement of Clayton Homes, Inc. and Vanderbilt Mortgage and Finance, Inc. on
Form S-3 (File No. 333-75405) of our report dated August 5, 1999, on our
audits of the consolidated financial statements of Clayton Homes, Inc. as of
June 30, 1999 and 1998, and for each of the three years in the period ended
June 30, 1999, which report is incorporated by reference from the Company's
1999 Annual Report to Shareholders, in the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1999. We also consent to the reference
to our Firm under the caption "Experts".
/s/ PricewaterhouseCoopers LLP
Knoxville, Tennessee
February 24, 2000
