As filed with the Securities and Exchange Commission on November 14, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
COACHMEN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1101097
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
601 EAST BEARDSLEY AVENUE
ELKHART, INDIANA 46514
(219) 262-0123
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
GARY L. GROOM
EXECUTIVE VICE PRESIDENT,
FINANCE AND SECRETARY
COACHMEN INDUSTRIES, INC.
601 EAST BEARDSLEY AVENUE
ELKHART, INDIANA 46514
(219) 262-0123
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
___________________________
COPY TO:
JOHN H. MCDERMOTT JONATHAN K. LAYNE
WILLIAM J. QUINLAN, JR. GIBSON, DUNN & CRUTCHER LLP
MCDERMOTT, WILL & EMERY 333 SOUTH GRAND AVENUE
227 WEST MONROE STREET LOS ANGELES, CALIFORNIA 90071
CHICAGO, ILLINOIS 60606-5096 (213) 229-7000
(312) 372-2000
___________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
___________________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /__/
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /__/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-14579
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /__/_______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /__/
__________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
maximum Proposed
offering maximum
Title of each class of Amount price aggregate Amount of
securities to be to be per offering registration
registered registered unit(1) price fee
<S> <C> <C> <C> <C>
Common Stock, without
par value(2) . . . . 345,000 shares(3) $24.50 $8,452,500.00 $2,562
(1) Estimated solely for purposes of calculating the amount of the
registration fee pursuant to Rule 457(c) of the Securities Act of
1933, based on the average of the high and low sales price of a
share of Common Stock of the Registrant on the New York Stock
Exchange as reported in the consolidated reporting system on
November 13, 1996.
(2) There are also being registered hereunder an equal number of common
share purchase rights, which are currently attached to and
transferable only with the shares of Common Stock registered hereby.
(3) Includes up to 45,000 shares which may be purchased by the
Underwriters to cover over-allotments, if any.
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Registration No. 333-14579) filed by Coachmen Industries,
Inc. with the Securities and Exchange Commission on October 22, 1996, which was
declared effective on November 13, 1996, are incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Elkhart, Indiana on November 13, 1996.
COACHMEN INDUSTRIES, INC.
By: /s/ Thomas H. Corson
Thomas H. Corson
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas H. Corson and Gary L. Groom and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Coachmen Industries, Inc.) to sign any or all amendments (including post-
effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 13, 1996.
Signature Title
/s/ Thomas H. Corson Chairman of the Board, Chief
Thomas H. Corson Executive Officer and Director
(Principal Executive Officer)
/s/ Gary L. Groom Executive Vice President,
Gary L. Groom Finance, Secretary and Director
(Chief Financial Officer)
/s/ William M. Angelo Chief Accounting Officer
William M. Angelo
/s/ Philip C. Barker Director
Philip C. Barker
/s/ Keith D. Corson Director
Keith D. Corson
/s/ R. James Harring Director
R. James Harring
/s/ Philip G. Lux Director
Philip G. Lux
/s/ William P. Johnson Director
William P. Johnson
/s/ William G. Milliken Director
William G. Milliken
/s/ Claire C. Skinner Director
Claire C. Skinner
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
1 Form of Underwriting Agreement (incorporated by reference to Exhibit 1
to Form S-3 Registration Statement No. 333-14579)
4.1 Articles of Incorporation of the Company, as amended on May 30, 1995
(incorporated by reference to Exhibit 3(i) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995)
4.2 Articles of Amendment to the Company's Articles of Incorporation
4.3 By-Laws of the Company (incorporated by reference to Exhibit 3(ii) to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995)
4.4 Shareholder Rights Plan (incorporated by reference to the Company's
Registration Statement on Form 8-A)
5 Opinion of McDermott, Will & Emery
23(a) Consent of McDermott, Will & Emery (included as part of Exhibit 5)
23(b) Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (included on signature page of the Registration
Statement)
</TABLE>
EXHIBIT 5
McDERMOTT, WILL & EMERY
227 West Monroe Street
Chicago, Illinois 60606
November 13, 1996
Coachmen Industries, Inc.
601 East Beardsley Avenue
Elkhart, Indiana 46514
Ladies and Gentlemen:
You have requested our opinion in connection with the Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission (the "Commission") by Coachmen Industries,
Inc. (the "Company") under the Securities Act of 1933, as amended (the
"Securities Act"). The Registration Statement relates to the sale of 300,000
shares of the Common Stock, without par value, plus up to an additional 45,000
shares of Common Stock granted to the underwriters by the Company to cover over-
allotments (the "Shares") to be issued and sold by the Company.
In arriving at the opinion expressed below, we have examined the
Registration Statement and such other documents as we have deemed necessary to
enable us to express the opinion hereinafter set forth. In addition, we have
examined and relied, to the extent we deem proper, on certificates of officers
of the Company as to factual matters, and on the originals or copies certified
or otherwise identified to our satisfaction, of all such corporate records of
the Company and such other instruments and certificates of public officials and
other persons as we have deemed appropriate. In our examination, we have
assumed the authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as copies,
the genuineness of all signatures on documents reviewed by us and the legal
capacity of natural persons.
Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized and, when issued in accordance with the
terms and conditions set forth in the underwriting agreement which is an exhibit
to the Registration Statement, will be validly issued, fully paid and
non-assessable.
We hereby consent to the references to our firm under the caption
"Legal Matters" in the Registration Statement and to the use of this opinion as
an exhibit to the Registration Statement. In giving this consent, we do not
hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act, or the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement of Coachmen
Industries, Inc. on Form S-3 of our report dated January 26, 1996, except as to
the information presented in Note 13 for which the date is July 17, 1996, on our
audit of the consolidated financial statements if Coachmen Industries, Inc. and
subsidiaries as of December 31, 1994 and 1995, and for each of the three years
in the period ended December 31, 1995. In addition, we consent to the
incorporation by reference in this registration statement of our report dated
January 26, 1996, on our audit of the financial statement schedule of Coachmen
Industries, Inc. and subsidiaries for each of the three years in the period
ended December 31, 1995, which report is included in the Annual Report on Form
10-K of Coachmen Industries, Inc. for the year ended December 31, 1995. We also
consent to the reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
South Bend, Indiana
November 13, 1996
