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Clayton Homes vote on Berkshire's $1.7 billion bid delayed two weeks

MARYVILLE, Tennessee - Even as the proxies were being tallied yesterday on Berkshire Hathaway's $1.7 billion bid for Clayton Homes Inc., shareholders agreed to postpone the vote for two weeks in hopes of getting a better offer.

Two unidentified shareholders holding about 9 percent of the manufactured home company's stock pushed the issue as the proxy vote count was under way, said Clayton Homes president and CEO Kevin Clayton.

“I think the actions of the company today clearly demonstrate they don't have the votes,” said Carl Tash, CEO of Cliffwood Partners, one of the institutional investors opposing the deal.

Kevin Clayton, however, insisted the postponement “was not driven by any vote count.”

“Shareholders were clearly indicating (what) they wanted all along ... was to open this transaction up and allow any bona fide company to step forward, do full due diligence and consider making a superior offer,” Clayton said. Clayton said company officials had several conversations with Berkshire Hathaway CEO Warren Buffett about the issue in recent days, and he doubted that there would be any offers to beat the $12.50 per share bid.

“We allowed over four months of time for someone to stick their hand up” after the deal was announced April 1, he said, “and there has not been one inquiry.”

Cerberus Capital Management, a New York investment fund, suggested Friday it might make a higher bid. But Clayton never received a proposal and directors reminded shareholders in a letter Sunday that Berkshire's was the “only offer on the table.”

On Tuesday, Berkshire tried to blunt hopes of a better price by saying its bid was firm. Kevin Clayton said the deal cannot be renegotiated over the next two weeks. Bermuda-based Orbis Investment Management, with 5.3 percent share of the 136.2 million outstanding shares, said Berkshire's offer was too low and led opposition to the sale. Orbis' William Gray failed in an attempt to force a vote on the Berkshire bid before the postponement. He declined to comment afterward. Shares in Clayton Homes were unchanged yesterday at $12.98 on the New York Stock Exchange - about 16 percent higher than when the deal with Berkshire Hathaway was announced.

“I would have liked to have gotten much more than $12.50 for my stock too,” said company founder Jim Clayton. “So I understand. But I also don't want to take $8 or $9. We don't know where the stock market is going.”

Jim Clayton and the board of directors had told the 300 or so shareholders gathered at company headquarters that Clayton Homes is suffering from high capital costs that make mobile home mortgages twice as expensive as conventional home loans.

“With our knowledge and experience and Warren Buffett's capital, we will be more competitive than other people in the industry. We should be able to grow the company and be a better company in all communities where we work,” Jim Clayton said. While many shareholders felt the bid was too low, for others it was simply a question of not wanting to give up their Clayton stock. “This is a great company that we all believe in. I hope that comes across,” Tash said. “We are disappointed in this transaction only because we like the company a lot, we have a great deal of respect for the operation of the company and we want to see it continue as a public company.”

Another shareholder, Jim Runyon of Newport, said, “When this was first announced I was very much against it because I just felt like ... (Clayton) was an ideal company. I have been through two takeovers; they are not pretty,” he said. But he said he agreed to sell his shares to Berkshire Hathaway because of Buffett's reputation of being a hands-off manager.