SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
COACHMAN INDUSTRIES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No Fee Required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4. Proposed maximum aggregate value transaction:
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5. Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration number, or
the Form or Schedule and the date of its filing.
1. Amount previously paid:
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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COACHMEN INDUSTRIES, INC.
P.O. Box 3300
Elkhart, Indiana 46515
219-262-0123
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SUPPLEMENT TO PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 4, 2000
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The following information supplements the proxy statement, dated March 27,
2000, of Coachmen Industries, Inc. furnished to shareholders of Coachmen in
connection with the solicitation of proxies on behalf of the board of directors
of Coachmen for use at Coachmen's 2000 Annual Meeting of Shareholders, which is
scheduled to be held at Christiana Creek Country Club, 116 West Bristol Street,
Elkhart, Indiana, on May 4, 2000 at 10:00 A.M., and at any adjournments or
postponements thereof. The purposes of the annual meeting are as stated in the
notice of annual meeting of shareholders, dated March 27, 2000, which
accompanied the proxy statement. This supplement should be read in conjunction
with the proxy statement.
Only holders of record of shares of Coachmen's common stock as of the
close of business on March 21, 2000, are entitled to receive notice of and to
vote at the annual meeting.
On April 20, 2000, Thor Industries, Inc. publicly announced its intention
to solicit proxies to withhold authority for the election of directors and in
opposition to the approval of the 2000 Omnibus Stock Incentive Program.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF THE NOMINEES NAMED IN COACHMEN'S PROXY STATEMENT AND FOR THE APPROVAL OF THE
2000 OMNIBUS STOCK INCENTIVE PROGRAM ON COACHMEN'S ENCLOSED WHITE PROXY CARD.
If you have not already marked, signed and dated a WHITE proxy card that
was furnished with Coachmen's proxy statement, dated as of March 27, 2000, you
can vote your shares by marking, signing and dating the enclosed WHITE proxy
card and returning it in the postage paid envelope or by casting a ballot in
person at the annual meeting.
YOU MAY REVOKE YOUR PROXY OR SUBMIT A REVISED PROXY AT ANY TIME BEFORE IT
IS VOTED AT THE ANNUAL MEETING. YOU HAVE THE RIGHT TO REVOKE ANY PROXY YOU MAY
HAVE PREVIOUSLY GIVEN TO THOR. TO DO SO, YOU NEED ONLY SIGN, DATE AND RETURN, IN
THE ENCLOSED POSTAGE-PAID ENVELOPE, THE WHITE PROXY CARD THAT ACCOMPANIES THIS
SUPPLEMENTAL PROXY STATEMENT. ONLY YOUR LATEST-DATED PROXY WILL COUNT AT THE
ANNUAL MEETING.
IF YOU DO NOT INDICATE A SPECIFIC VOTE ON THE WHITE PROXY CARD, THE PROXY
CARD WILL BE VOTED FOR THE DIRECTOR NOMINEES PROPOSED FOR ELECTION BY COACHMEN
AND FOR THE APPROVAL OF THE 2000 OMNIBUS STOCK INCENTIVE PROGRAM.
RECENT DEVELOPMENTS - THE THOR SOLICITATION
Background
On February 21, 2000 Coachmen received an unsolicited merger proposal from
Thor at a nominal value of $17.00 per Coachmen share, consisting of 50% in cash
and 50% in Thor stock. On March 16th the board considered and rejected Thor's
proposal. A letter was sent to Thor to that effect by the Company. On April 17,
2000 Wade F.B. Thompson, Chairman of Thor, sent a letter to Claire C. Skinner,
Chairman of Coachmen, proposing that Thor acquire all of the outstanding shares
of Coachmen for a nominal value of $18.00 per Coachmen share, the consideration
to consist of 60% in cash and 40% in Thor stock. Upon receipt of the letter,
Coachmen issued a press release stating that its board of directors would hold a
special board meeting to review Thor's merger proposal. At that time, Coachmen
urged shareholders to take no action prior to the special board meeting.
On April 20th Mr. Thompson issued a press release in the form of a letter
to Coachmen shareholders in which Mr. Thompson suggested that Coachmen
shareholders withhold authority to vote for all named directors in Coachmen's
proxy statement and vote against approval of the 2000 Omnibus Stock Incentive
Plan at the annual meeting. On the same day, Thor filed preliminary proxy
materials with the Securities and Exchange Commission which also urged Coachmen
to take the action suggested in Mr. Thompson's April 20th letter. On April 28th
Mr. Thompson filed definitive proxy materials with the SEC.
On April 26th the board of directors of Coachmen met to consider the Thor
proposal. After thoroughly considering Thor's proposal, the board determined to
reject Thor's proposal as not in the best interests of Coachmen and its
shareholders, employees, dealers, customers, suppliers, communities and other
stakeholder constituencies. On the morning of April 27th Coachmen issued a press
release in which it mentioned some of the factors that the board took into
consideration. These factors included, among other things:
o Coachmen's strategic business plans and strategies which the board
of directors believes will generate superior value for shareholders
with Coachmen as an independent company.
o The board of directors' belief, reached in conjunction with its
financial advisor, Donaldson, Lufkin & Jenrette Securities
Corporation, that the Thor offer is inadequate and does not reflect
the inherent value of Coachmen nor the significant growth potential
of the Company's core RV and modular housing businesses.
o The board of directors' concern that a combination with Thor would
not achieve meaningful merger synergies. The board noted that
historically there have been a lack of returns to investment scale
in the RV industry. The board also believes there would be major
difficulties in attempting to integrate two companies that have
profoundly different operating philosophies as to product
positioning and value, dealer practices and corporate culture. The
board also noted Thor's lack of familiarity with modular housing.
On April 20, 2000 a class action lawsuit was commenced in Elkhart Superior
Court, in Indiana against Coachmen and each of the directors of Coachmen,
seeking an injunction to force the board of directors to, among other things,
fulfill its fiduciary duties and resolve any conflicts of interest existing in
the board. This lawsuit was amended on April 28th to seek a preliminary
injunction
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to postpone Coachmen's Annual Meeting on May 4, 2000. Coachmen believes that
this action is without merit and intends to vigorously defend against it.
BOARD OF DIRECTORS' RECOMMENDATION
The Board of Directors urges shareholders not to sign any other proxy card
which may be furnished to them and to sign only the WHITE proxy card enclosed
with this supplemental proxy or previously enclosed with Coachmen's proxy
materials dated March 27, 2000 - and if any other proxy card provided by Thor
was previously signed, to revoke such proxy by signing the WHITE proxy card.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF THE NOMINEES NAMED IN COACHMEN'S PROXY STATEMENT AND FOR THE APPROVAL OF THE
2000 OMNIBUS STOCK INCENTIVE PROGRAM ON COACHMEN'S ENCLOSED WHITE PROXY CARD.
PARTICIPANTS IN THE SOLICITATION
Under applicable regulations of the Securities and Exchange Commission,
each member of the Board, certain executive officers of Coachmen may be deemed
to be a "participant" in Coach men's solicitation of proxies from Coachmen
shareholders in favor of the slate of director nominees and the 2000 Omnibus
Stock Incentive Program to be voted on at the Annual Meeting of Coachmen
Shareholders. Set forth below with respect to each participant are his or her
name, principal occupation or employment, business address, the amount of
securities of Coachmen beneficially owned and additional information concerning
transactions in shares of Coachmen stock during the past two years. Unless
otherwise indicated, the business address of each participant is P.O. Box 3300,
Elkhart, Indiana 46515.
Director Nominees
The principal occupations of Coachmen's director nominees who are deemed
participants in the solicitation, other than Claire C. Skinner and Keith D.
Corson (who are listed under Executive Officers below), are set forth in
Coachmen's proxy statement for the 2000 Annual Meeting of Stockholders to be
held on May 4, 2000, that has previously been furnished to Coachmen's
stockholders. The principal business addresses of the director nominees are as
follows:
Name Address
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Geoffrey B. Bloom................... Wolverine World Wide
9341 Courtland Dr. NE
Rockford, MI 49531
Thomas H. Corson.................... 600 Skyview Drive
Middlebury, IN 46540
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Robert J. Deputy.................... Godfrey Marine
4310 Middlebury St.
P.O. Box 1158
Elkhart, IN 46515
Donald W. Hudler.................... Saturn Retail Enterprises, Inc.
South Park Towers
6000 Fairview Rd., Suite 310
Charlotte, NC 28210
William P. Johnson.................. Goshen Rubber Co., Inc.
102 W. Lincoln Ave.
P.O. Box 568
Goshen, IN 46527
Philip G. Lux....................... 54369 Susquehanna Ct.
Elkhart, IN 46516
Edwin W. Miller..................... #10 Oakmont Ln.
Far Hills, NJ 07931
Frederick M. Miller................. Dykema & Gossett
400 Renaissance Center
36th Floor
Detroit, MI 48243
Executive Officers
The principal occupations of Coachmen's executive officers who may be
deemed participants in the solicitation are set forth below. The principal
business address of each such person is that of Coachmen.
Name Principal Occupation
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Claire C. Skinner............ Chairman of the Board & Chief Executive Officer
Keith D. Corson.............. President & Chief Operating Officer
James E. Jack................ Executive Vice President & Chief Financial Officer
Information Regarding Ownership of Coachmen's Securities by Participants
The number of shares of Coachmen stock held by the directors and named
executive officers is set forth in the proxy statement. The number of shares of
common stock held by the other participant, including all shares which such
person has the right to acquire within sixty (60) days, is set forth below:
Name Stock Ownership
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James E. Jack......................... 4,011
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Information Regarding Transactions in Coachmen Securities by Participants
Number of
Shares Acquired
Name Transaction Date or Sold Note
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Non-employee Directors
Thomas H. Corson ........................ 6/8/98 (100) (2)
6/26/98 (10,000) (2)
12/14/98 (3,500) (2)
1/28/99 400 (5)
12/6/99 (5,000) (2)
2/15/00 10,000 (4)
D. S. Corson (wife of T. H. Corson)* .... 6/26/98 (10,000) (2)
12/14/98 (1,300) (2)
12/6/99 (5,000) (2)
Robert J. Deputy ........................ 8/3/98 2,500 (4)
8/4/99 5,000 (4)
9/13/99 3,000 (4)
11/26/99 5,000 (4)
12/28/99 (5,000) (4)
William P. Johnson ...................... 1/28/99 400 (5)
2/14/00 900 (4)
2/14/00 215 (4)
3/23/00 3,000 (4)
3/23/00 1,000 (4)
Philip G. Lux ........................... 1/28/99 400 (5)
Edwin W. Miller ......................... 1/28/99 400 (5)
8/17/99 1,000 (4)
Executive Officers
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Keith D. Corson ......................... 12/14/98 400 (2)
1/22/99 10,000 (3)
1/22/99 (6,200) (4)
1/29/99 (1,500) (4)
2/1/99 (3,500) (4)
12/6/99 1,300 (2)
12/29/99 10,000 (3)
Claire C. Skinner ....................... 1/22/99 10,000 (3)
1/22/99 (1,700) (4)
1/22/99 (4,500) (4)
J.P. Skinner (husband of C. K. Skinner)*. 1/22/99 4,000 (3)
1/22/99 (2,480) (4)
12/1/99 300 (6)
James E. Jack ........................... 12/31/99 1,000 (4)
2/15/00 1,000 (4)
3/27/00 400 (4)
3/27/00 600 (4)
3/31/00 11 (1)
(1) Dividend reinvestment
(2) Gift (given) or received
(3) Exercise of stock option
(4) Open market purchase or (sale) of common stock
(5) Award of stock to directors under the 1994 Omnibus Stock Incentive Program
(6) Stock grant
*Beneficial ownership is disclaimed for transactions involving D.S. Corson and
J.P Skinner.
To the best knowledge of Coachmen, none of the foregoing persons owns of
record any securities of Coachmen which are not also beneficially owned by them
nor do they beneficially own, directory or indirectly, any securities of any
parent or subsidiary of Coachmen. Except for the information disclosed herein
and in the proxy statement, to the best knowledge of Coachmen, none of the
foregoing persons nor any associate of such persons is or has been, within the
past year, a party to any contract, arrangement or understanding with any person
with respect to any securities of Coachmen, including, but not limited to joint
ventures, loan or option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving or
withholding of proxies. Except for the information disclosed herein and in the
proxy statement, to the best
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knowledge of Coachmen, none of the foregoing persons nor any associate of such
persons has any agreement or understanding with any person with respect to any
future employment by Coachmen or its affiliates or any future transactions to
which Coachmen or any of its affiliates will or may be a party. Furthermore,
except as described in the proxy statement, none of the foregoing persons, nor
any associate of such persons is either a party to any transaction or series of
transactions since January 1, 1999, or has knowledge of any currently proposed
transaction or series of transactions, (i) to which Coachmen or any of its
affiliates was or is to be a party (ii) in which the amount involved exceeds
$60,000, and (iii) in which any participant affiliate had, or will have, a
direct or indirect material interest.
Method and Cost of Proxy Solicitation
Proxies may be solicited, without additional compensation, by directors,
officers and employees of Coachmen by mail, e-mail, the Internet, telephone,
facsimile, telegram, in person or otherwise. Coachmen will bear the cost of the
solicitation of proxies, including the preparation, printing and mailing of the
proxy materials. In addition, Coachmen will request banks, brokers and other
custodians, nominees and fiduciaries to forward proxy material to the beneficial
owners of Coachmen's stock and obtain their voting instructions. Coachmen will
reimburse those firms for their expenses in accordance with the rules of the
Securities and Exchange Commission and New York Stock Exchange. In addition,
Coachmen has retained Innisfree M&A Incorporated to assist in the solicitation
of proxies for a fee not to exceed $50,000 plus out of pocket expenses. It is
anticipated that approximately 50 employees of Innisfree may solicit proxies
from Coachmen's shareholders. Coachmen estimates that total expenditures for the
solicitation will be $100,000, approximately $10,000 of which has been spent to
date.
FORWARD LOOKING STATEMENTS
Coachmen and its representatives may from time to time make
forward-looking statements in reports filed with the SEC, reports to
shareholders, press releases, other written documents and oral presentations.
Investors are cautioned not to place undue reliance on forward-looking
statements, which are inherently uncertain. As permitted by the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, Coachmen is
identifying in this supplement to the proxy statement important factors that
could cause Coachmen's actual results to differ materially from those projected
in these forward-looking statements. These factors include, but are not
necessarily limited to, the potential fluctuations in Coachmen's operating
results, the implementation of the new enterprise-wide software, the
availability of gasoline, the dependence of Coachmen on chassis suppliers,
interest rates, competition, government regulations, and other risks identified
in Coachmen's SEC filings.
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IMPORTANT
PLEASE DO NOT RETURN ANY BLUE THOR PROXY CARD FOR ANY REASON. ONLY YOUR
LATEST DATED PROXY CARD WILL BE COUNTED, AND ANY BLUE THOR PROXY SENT IN FOR ANY
REASON COULD INVALIDATE PREVIOUS CARDS SENT BY YOU TO SUPPORT COACHMEN'S BOARD
OF DIRECTORS.
Your vote is important. Please take a moment to SIGN, DATE and promptly
MAIL your WHITE proxy card in the postage-paid envelope provided. If your shares
are held in the name of a brokerage firm, bank nominee or other institution,
only it can sign the WHITE proxy card with respect to your shares and only after
receiving your specific instructions. Accordingly, please sign, date and mail
the enclosed WHITE instruction card in the postage-paid envelope provided. To
ensure that your shares are voted, you should also contact the person
responsible for your account and give instructions for a WHITE proxy card to be
issued representing your shares.
If you have any questions or need assistance in voting your shares, please
call:
INNISFREE M&A INCORPORATED
501 MADISON AVENUE
20TH FLOOR
NEW YORK, NEW YORK 10022
CALL TOLL FREE: (888) 750-5834
BANKS & BROKERS CALL COLLECT: (212) 750-5833
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May 1, 2000
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