Table Of Content

NEW avton Cl FIRST A DREAM With Bill Retherford and Amy Nolan Copyright © 2004 by James L. Clayton All rights reserved. Visit our Web site at www.claytonbank.com E-Mail: [email protected] Printed in the United States of America First Printing: November 2002; Second Printing: November 2004 ISBN: 0-9726389-0-3 LCCN: 2002096009 CREDITS Production Manager: Jim Wells Book and Text Design: Graphic Productions Author’s Note First A Dream, my life’s story, arrived from the printer in time to fill stockings for Christmas 2002. The book was written for my children, grandchildren, and their descendants for generations to come. I also wrote it to pay tribute to thousands of talented people along the way — at CMH and in banking — who share my passion for business. The 15,000 copies were supposed to last forever. They’d gather dust in relatives’ closets and company storerooms for decades, I thought. They sold out. Thanks to the newspaper serialization and Warren Buffett's numerous endorsements in the media, they are all gone. First A Dream raised directly and indirectly $800,000 for charity ~ and I am delighted that professors and students all over the country found the business lessons useful. The book has meant a lot to me. It’s been great fun. With all the Happenings attributable to the book — and the supply gone -- I decided to write several new chapters for a new edition. This New Edition is about those Happenings. After Mr. Buffett read my book, he called up and bought CMH. This simple, straightforward sale was derailed and within inches of crashing -- and burning. Miraculously, we managed to get it back on track. That’s just one of many Happenings. If this is your first time with First A Dream, please turn the page. If you've read First A Dream, thank you. Now turn to Chapter 21. That’s where the new Happenings begin. ( NEW Jim EDITION Cl a RST A DREAM With Bill Retherford and Amy Nolan What Friends Say About Jim Clayton’s First A Dream “Jim is from Henderson, Tennessee. That’s my hometown also. How can you go wrong with a successful man who rose from the cotton patch? They all have that ‘get up and go’ about them. You will admire him as I do after reading First A Dream.” Eddy Arnold “First a Dream is a stimulating book that offers deep insight and practical business lessons. Jim’s warm, honest, down to earth style is evident in his writing.” Art Linkletter “Under Jim’s tenure, Clayton Homes became the premier lender in manufactured housing-with a portfolio of $5 billion. His leadership is equally successful in banking. First A Dream captures a great American success story. The BB&T board is fortunate to have Jim as a member.” John Allison Chairman & CEO, BB&T Corporation “Each century of our country’s history has produced a few entrepreneurs who have invented and evolved their organizations while changing their industry. Jim’s tenacity in building CMH has influenced all of us he’s touched." Wilma Jordan CEO, The Jordan, Edmiston Group, Inc. Former President and COO Esquire Magazine “It’s been said that whatever your mind can conceive and believe, it WILL achieve. What you believe yourself to be, you are! Jim Clayton’s story is all this and more. A real page-turner. He proves that to accomplish great things, you must not only act—but also dream.” Wink Martindale Radio, TV Personality “Not everyone can be a Jim Clayton but everyone, in or out of business, can benefit from Jim’s inspirational life story. Jim is much more than the embod- iment of the American Dream. He is an ‘American Do-er!’ who shows us how we can do it too!” H. Wayne Huizenga Chairman, AutoNation, Inc. “Jim Clayton amazes me. He is a premier leader in manufactured homes and in banking. Yet, he still takes time to inspire other entrepreneurs with his warm, yet honest approach to business in First A Dream.” Louise Mandrell What Friends Say. .. (continued) “If you seek success in business and life, read First A Dream. Jim’s leadership has transformed the manufactured housing industry, just as it has the lives of us fortunate enough to have been associated with him.” William A. Schreyer Chairman Emeritus, Merrill Lynch “Selling lemonade on the corner, building manufactured homes, or whatever you dream...to make things happen...read the powerful lessons in First A Dream. Horatio Alger from cover to cover!” Ed McMahon Television Personality “My friend Jim Clayton has through hard work, determination, and courage, made the American Dream come true in his life. What impresses me the most, though, is that he has achieved great success without getting the ‘big head’ and forgetting his Tennessee heritage. First A Dream will be an inspiration to all who read this powerful story.” John Duncan U.S. Congress “First a Dream is a great American success story and details Jim’s leadership and business savvy—the foundation for his remarkable success in automo- biles, housing, and banking. I only wish I had read this as a lad.” Harold ‘Red’ Poling CEO Ford, retired “What a tremendous achievement it is to be listed with the Forbes 400 who have achieved the ultimate reward in business. First A Dream by Jim Clayton is his story of helping people and his need for help—from other people and from a higher power. His story flows with simple and easy to adapt lessons for life and for business.” Robert Schuller Senior Pastor, The Crystal Cathedral “Some years ago, Jim Clayton happened to run into ‘freedom and opportu- nity’...and many efforts later we have another of our country’s remarkable stories of success...read on and see.” Dan Evins Founder and Chairman Cracker Barrel “Jim makes his money the old fashioned way—he earns it. What a gifted entrepreneur and writer. I ordered First A Dream for my managers.” Jim Moran Toyota Distributor To mother, for constant reassurance, devotion and love; Kay, for love and unselfish support; my amazing children, Karen, Jimmy, Kevin, and Amy; and in memory of my father, who left us too soon. Contents IMtrOCUCTION 1.0.0... eeeececessecesceresceesecesceecessscesssceseeceacersscesccesseessceesseeas xi LT Pickin’ Cotton oo. eseseseeceecessescescescescsceeeceesseesceeceensesscees 1 2 DOA eee eeeesecesceeescecescecesccacsasscecssceeescesssaesseassceessseaseeessenses 19 3 Memphis Blue on cscseeesssseeesesesssssssssssssesssssssssesseseseees 39 A Flying High oo eessesseseeeesesseeesssseessesssesaseseee 59 5 Married. . .And Mobile... essssceeseesseceeeseeeseeeececeeeeees 77 6 —- Volvos & Volkswagen ......ccssssssssssesesssssesessesssesessseenees 101 7 — Bankruptcy Blue oo. cssssessesssesssssssssssssessssssesssesseees 115 8 —_ Back In BUSINESS ........ eee eessesceeececesceececesceeceescesceesenseeeees 129 Q LAW SCHOO]... eessssssesseceeesceeeececseeacsessceecseseeesseeceesseseesceees 143 10 Manufactured Home 2.0... sessssscssscesesscecessseseeeeeseeteeees 163 11 “Too Big To Get Out The Door” oo... cscseseseeeeeeeeees 179 Contents 12 Expansion In A Recession... essssssesssseceeeseeesseseseeeeeeeeees 197 13 TUrming Forty 0... ees sssssssssessssssesessesssnesseesseseseesesseeneees 211 14 Going Public — Recruiting A Board... eeeseeeceeeseeees 225 15 Coaches, Circles & Bone-Crushing Handshakes............ 241 16 “General, If You Ever Need Any Parts, Just Call Me” ..269 17 Board Members: Care And Feeding .............ssececesseseeeeeees 287 18 Succession Planning: New CEO uu... csssssesseeeseseseeees 303 19 BUYING Banks... sssecessseecessesecesseeeeecseeecssseeteesseeeeseeess 321 20 = The Dream Continues ..0......eesssecseceeseceesesssceseeeeneeneneesees 335 Fpilogie Law. es ssesssssssscssssssesssesescscessneesssssssseseseeecnsasseseseeeeeseeesesees 349 21 Happenings 0... ccssssesssssssssssssssssssecsssseesusseseesseeseeseseeeeseese 356 22 The Deal Is ON 0... eeeseseceesscssecsesenececeeseseseeeseeesesesees 366 23. IThought My Shareholders Loved Me ............eecesesesees 376 24 Dodging Bullets... ssssssecsscsseesecsecsscessecusecseeeenes 394 25 Buffett Cash oe sesssssssescessececseseessseseceesseseeecseseeseseessssees 412 26 Back Home Againrou nc cccessessessssssssseceseesesseseseeeseeteeesees 420 27 ~— Banking In Retirement... esssecessssececsesesesseseseesesseseess 430 28 = Relationships 0... eeeessessecessccecsssececsesseseeeseesesesseeesnees 448 Epilogue Uy oo... essssssestsssscssssssesssseseseseceesssesecesseseeecseneescesseeseeeesseeess 455 Acknowled gementts ........s.ssssssssssssecsecsecsecssceessssecsecesssssassessecsesssssees 459 APPeNix .....cceccssessesesssssseessssssssesseessseeseeesseeneseenseesasenssseeeseeassesseesee 463