Clayton Homes, Inc. Announces Special Meeting of Stockholders.Business Editors KNOXVILLE, Tenn.--(BUSINESS WIRE)--June 10, 2003 Clayton Homes, Inc. (NYSE NYSE See: New York Stock Exchange :CMH CMH Center of Military History CMH Commission on Macroeconomics and Health CMH Chief of Military History CMH Children's Memorial Hospital CMH Ceramic Metal Halide (General Electric light source) CMH Congressional Medal of Honor ) announced that a special meeting of stockholders will be held on July 16, 2003, at 11:00 a.m. (EDT EDT abbr. Eastern Daylight Time EDT Eastern Daylight Time EDT n abbr (US) (= Eastern Daylight Time) → hora de verano de Nueva York EDT ) at the Company's Headquarters, 5000 Clayton Road, Maryville, Tennessee Maryville is a city in and the county seat of Blount CountyGR6, United States. The city is located 20 miles south of Knoxville. Maryville's population was 23,120 at the 2000 U.S. census. According to the US Census 2006 estimate, the population is 26,433. 37804 to vote on a proposal to adopt the Agreement and Plan of Merger, dated as of April 1, 2003, among the company, Berkshire Hathaway Berkshire Hathaway (NYSE: BRKA, NYSE: BRKB) is a conglomerate holding company headquartered in Omaha, Nebraska, U.S., that oversees and manages a number of subsidiary companies. Inc. and B Merger Sub Inc. Stockholders of record at close of business on June 2, 2003, will be entitled to vote on the proposal. On June 9, 2003, a stockholder of Clayton Homes, Orbis Investment Management Limited, filed a lawsuit in the Delaware Chancery Court The Chancery Court of York is an ecclesiastical court for the Province of York of the Church of England. The presiding officer, the Official Principal and Auditor, has been the same person as the Dean of the Arches since the nineteenth century . alleging that the record date for the company's 2000, 2001 and 2002 annual meetings of stockholders, in each case, was more than 60 days before the date of the meeting in violation of the Delaware General Corporation Law. The complaint seeks, among other things, a declaration ordering the company to hold an annual meeting for the election of directors before the special meeting, and declaring that all actions taken at the 2000, 2001 and 2002 annual meetings of stockholders be declared void. The company's records indicate that the record dates for the 2000, 2001 and 2002 annual meetings were inadvertently set at 63, 76 and 76 days, respectively, before the applicable meeting date. The company notes, however, that seven of its eight current directors were elected at the 1999 annual meeting, which was held within 60 days of the meeting date, and have served continuously since then. Under the company's bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management. Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an and Delaware law, the company's directors hold office until their successors have been elected. As permitted by the Delaware General Corporation Law, the eighth director was elected to the board by the other seven directors at a board meeting held on February 6, 2003. Clayton Homes intends to proceed with the special meeting and to continue to vigorously defend against the claims by Orbis Investment Management Limited. Clayton Homes, Inc. is a vertically integrated manufactured housing company with 20 manufacturing plants, 296 company-owned stores, 611 independent retailers, 86 manufactured housing communities, and financial services operations that provide mortgage services for 168,000 customers and insurance protection for 100,000 families. |
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