KNOXVILLE, Tennessee - A month after Warren Buffett received a copy of mobile home magnate Jim Clayton's self-published memoir, the billionaire investor's Berkshire Hathaway Inc. made a $1.7 billion offer for Clayton Homes Inc.

But some shareholders in the company, a consistent performer in the cyclical manufactured housing industry, do not return the enthusiasm. Bermuda-based Orbis Investment Management has led the opposition.

The dissident shareholders believe Clayton Homes is worth more than Berkshire Hathaway's $12.50-a-share offer - though they may be outnumbered by Jim Clayton's personal 28 percent stake when the deal comes up for a vote today.

"We are very confident that we will have the votes necessary to complete the merger," said Kevin Clayton, Clayton Homes CEO and president and Jim Clayton's son. In a letter to shareholders, Clayton Homes said its directors reaffirmed their support on Sunday for the Berkshire bid as the "only offer on the table."

Cerberus Capital Management, a New York investment fund, had suggested on Friday that it might make a higher bid than Buffett's.

Shares in Clayton Homes were trading at $13.12 each on Tuesday, up 3 cents. They have risen about 18 percent since the deal with Berkshire Hathaway was announced.

Jim Clayton, company officers and directors together own about 29 percent of the 136.2 million shares outstanding, and have pledged them to the deal.

Orbis Investment Management, which has 7.2 million shares, or 5.3 percent, led the move against the acquisition. Together with nine other fund managers, the Orbis group has about 14 percent of the shares opposing the cash sale.

Kevin Clayton said the circumstances that brought Buffett to Clayton Homes were unforeseen, but the company needs the access to capital that Berkshire Hathaway can provide.

During a March 2 visit with students to Berkshire Hathaway headquarters in Omaha, Nebraska, University of Tennessee finance professor Al Auxier gave Buffett a copy of Jim Clayton's autobiography, "First a Dream," tracing Clayton's roots from sharecropper's son to a businessman joining Buffett on Forbes magazine's list of richest Americans.

Buffett soon called, Kevin Clayton said.

"He talked about the industry. And then ultimately I asked if there was some interest on their part to participate with financing for the company. And he said, `Let's explore an opportunity together."'

Buffett announced the deal on April 1, describing Clayton Homes as "far and away the premier company in the manufactured housing industry."

The industry has suffered through a wave of mortgage foreclosures, production cutbacks and corporate bankruptcies, making it harder for Clayton to obtain the $1 billion it needs annually to finance mortgage lending and inventory.

"Most people don't realise. They look at our balance sheet and see very little debt and think that we have an enormous capacity for borrowing. That is not the case," Kevin Clayton said.

Berkshire Hathaway's access to capital makes the merger not so much an "advantage but a necessity" for Clayton Homes, he said.

Under the deal, Clayton Homes would be run by the same management, based in the Knoxville suburb of Maryville, but as a Berkshire Hathaway subsidiary.

The company has 6,800 employees working at 20 manufacturing plants and 86 manufactured housing communities in 12 states. Clayton Homes also finances mobile home sales, runs 296 company-owned sales lots and is aligned with 611 independent dealers.

Barbara Allen, an analyst at the New York brokerage company Natexis Bleichroeder, said she decided to tender her personal Clayton stock in favour of the deal.

"I did it reluctantly. I was hoping I would have Clayton on my portfolio for a long time," she said. "But it obviously is a very good purchase for Berkshire Hathaway. And while I think the price is too low, there is nothing I can do about it."