SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant { }
Filed by a Party other than the Registrant {x}
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
{ } Definitive Additional Materials
{ x } Soliciting Material Under Rule 14a-12
COACHMEN INDUSTRIES, INC
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
THOR INDUSTRIES, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT,
IF OTHER THAN 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)(1) and
0-11:
1) Title of each class of securities to which transaction applies:
.............................................................................
2) Aggregate number of securities to which transaction applies:
.............................................................................
3) Per unit price or other underlying 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):
.............................................................................
4) Proposed maximum aggregate value of transaction:
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.............................................................................
Total fee paid:
.............................................................................
{ } 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 statement 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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THOR INDUSTRIES, INC.
419 WEST PIKE STREET o P.O. BOX 629 o JACKSON CENTER, OHIO 45334-0629
PHONE 937-596-6849 o FAX 937-596-6539
P R E S S R E L E A S E
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Date: April 17, 2000
Contact: Wade F.B. Thompson or Peter B. Orthwein
THOR PROPOSES TO ACQUIRE COACHMEN FOR $18 PER SHARE IN CASH
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AND STOCK VALUED AT $289.6 MILLION; OFFER IS 41.9% ABOVE
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COACHMEN'S PRICE; TRANSACTION EXPECTED TO BE ACCRETIVE
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Thor Industries, Inc. (NYSE:THO) announced today that it delivered the following
letter to Ms. Claire C. Skinner, Chairman and CEO of Coachmen Industries, Inc.
(NYSE:COA). April 17, 2000
Ms. Claire C. Skinner, Chairman, Coachmen Industries, Inc., 2831 Dexter Drive,
Elkhart, IN 46515
Dear Claire:
As I have discussed with you on a number of occasions over the last few months,
we believe that a merger of Coachmen and Thor would be in the best interests of
our two companies. We fail to understand why, despite our repeated requests,
your Board will not negotiate with Thor concerning the transaction.
Thor is prepared to acquire all of the outstanding Coachmen common stock for
$18.00 per share, for an aggregate of $289.6 million based on outstanding shares
and estimated in-the-money options at that price. The consideration would
consist of 60% in cash and 40% in Thor stock based on Friday's close of $24 7/16
(0.7366 Thor shares per Coachmen share). The $18 offering price represents a
41.9% premium over Coachmen's closing common stock price of $12 11/16 last
Friday. This transaction would not only give your shareholders a substantial
premium, but also permit them the opportunity to continue in the combined
enterprise. Our offer is not subject to financing contingencies.
Our $18.00 per share price represents a compelling value for Coachmen
shareholders. Nevertheless, if you can show us additional value through the due
diligence process, which we have not previously considered, we would entertain
increasing our offer in the context of negotiating a definitive agreement.
Advantages of a combination with Thor
The advantages of a merger of Coachmen and Thor are significant:
o The combined company would be easily the second largest RV builder, the
largest mid-size bus manufacturer, and the largest modular housing
producer.
o We believe the transaction would be immediately accretive on a pro-forma
earnings per share basis and create additional near term opportunities to
increase shareholder value as a result of:
o significant cost savings from increased purchasing leverage in the RV
industry, an $8 billion industry with over 100 manufacturers. We believe
the industry will consolidate, with first-mover advantages to be gained.
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o major synergies due to the fit in products and geography between the two
companies. Thor's strength in towable recreation vehicles will complement
Coachmen's motorhome strength.
THOR'S PERFORMANCE IS EXCELLENT
- - -------------------------------
Thor has achieved an excellent record of profitable growth in the recreation
vehicle and bus industries since our founding 20 years ago.
o We have never had a year in which we lost money. Our diluted earnings per
share have grown from $1.12 in fiscal 1996 to $2.52 in fiscal 1999, a
compound annual growth rate of 31.0%, while Coachmen's diluted earnings per
share have declined from $1.84 in fiscal 1996 to $1.80 in fiscal 1999.
These earnings results were achieved while both companies had similar
revenue growth rates during the same periods.
o In the six months ended January 31, 2000, our sales were a record $414.7
million, up 17% from last year and our net income was a record $16.4
million, up 32% from last year. Notably, RV income was up 37% and RV sales
increased 18% in the latest six months.
o Our stock should be very attractive to Coachmen shareholders, as the ratio
of Coachmen to Thor closing stock prices has declined during the last two
years. Specifically, on February 4, 1998 this ratio was 1.26x and has
fallen to .52x on April 14, 2000. Thor's closing stock price has increased
8.0% from $22 5/8 on March 31, 1999 to $24 7/16 on April 14, 2000.
Coachmen's closing stock price has dropped 38.1% from $20 1/2 on March 31,
1999 to $12 11/16 on April 14, 2000.
o We have grown through a combination of internal growth and acquisitions. We
have skillfully integrated our acquisitions into existing operations and we
would do the same with Coachmen.
As you know, we are already a leading employer in northern Indiana with about
1,200 employees located in the Elkhart, Goshen, Middlebury, and Syracuse areas.
We are strongly committed to these communities as evidenced by the major
investments in state-of-the-art facilities recently completed at Four Winds and
Dutchmen.
While our proposal is subject to execution of definitive documentation and
confirmatory due diligence, we believe that we can move quickly to complete
these items and consummate the transaction. We and our financial and legal
advisors, BMO Nesbitt Burns Corp. and Akin, Gump, Strauss, Hauer and Feld, are
ready to meet with you at any time and place at your earliest convenience.
As I have stated several times to you, we wish to complete a friendly
transaction. In that spirit, should you or any member of your Board have any
questions about our offer, please feel free to give me a call. Because we feel
strongly that this is a transaction we must pursue, we have concluded that the
stockholders of both Coachmen and Thor should be informed of this proposal.
Therefore, we will release the text of this letter to the business wires.
Sincerely,
Wade F. B. Thompson
Chairman
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* * *
This release includes "forward looking statements" that involve
uncertainties and risks. There can be no assurance that actual results will not
differ from Thor's expectations. Factors which could cause materially different
results include, among others, the success of new product introductions, the
pace of acquisitions and cost structure improvements, competitive and general
economic conditions, and the other risks set forth in Thor's filings with the
Securities and Exchange Commission.
This press release and certain other communications made by or on
behalf of Thor may constitute a solicitation. Thor intends to make a preliminary
filing with the Securities and Exchange Commission of proxy materials. Thor has
not yet filed such materials. Shareholders are advised to read the proxy
statement and other documents related to any proxy solicitation by Thor when
they become available because they will contain important information. When
completed, a definitive proxy statement and related proxy materials will be
mailed to shareholders of Coachmen and will be available at no charge on the
Securities and Exchange Commission's website at http://www.sec.gov.
Thor and certain other persons named below may be deemed to be
"participants" (as such term is defined in Schedule 14A promulgated under the
Securities Exchange Act of 1934, as amended) in any solicitation. The
participants in this solicitation may include the following executive officers
of Thor: Wade Thompson and Peter Orthwein. As of the date of this communication,
Thor and Peter Orthwein may be deemed the beneficial owner of 466,300 and 300
shares of common stock of Coachmen, respectively, and Mr. Thompson and Mr.
Orthwein may be deemed to beneficially own approximately 4,536,930 and 639,100
shares of Thor common stock, respectively.
In addition to any solicitations that may be made by any of the
above-referenced persons, Thor has retained D.F. King & Co., Inc. and BMO
Nesbitt Burns Corp. ("BMO Nesbitt Burns") to act as advisors. D.F. King is a
proxy solicitor that may provide solicitation services with respect to banks,
brokers, institutional investors and individual shareholders for which it will
receive customary compensation. Employees of D.F. King may communicate in
person, by telephone or otherwise with persons who are shareholders of Coachmen.
BMO Nesbitt Burns is an investment banking firm that provides a range of
financial services for institutional and individual clients. In connection with
BMO Nesbitt Burns' engagement as financial advisor to Thor, Thor anticipates
that with respect to any solicitation the following employee of BMO Nesbitt
Burns may communicate in person, by telephone or otherwise with a limited number
of institutions, brokers or other persons who are shareholders for the purpose
of assisting in such proposed solicitation: Steven Knoop. BMO Nesbitt Burns does
not believe that it or any of its directors, officers, employees or affiliates
is a "participant" as defined in Schedule 14A or that Schedule 14A requires the
disclosure of participant information regarding BMO Nesbitt Burns. BMO Nesbitt
Burns will not receive any fee for, or in connection with, such solicitation
activities, apart from the fees to which they are otherwise entitled under the
terms of their engagement. Thor has agreed to pay BMO Nesbitt Burns customary
compensation for acting as financial advisor to Thor in this transaction and has
agreed to provide BMO Nesbitt Burns and certain persons related to BMO Nesbitt
Burns with customary indemnification against certain liabilities, including
certain liabilities under the federal securities laws, arising out of this
engagement. An affiliate of BMO Nesbitt Burns provides commercial lending
services to Thor. In the ordinary course of its business, BMO Nesbitt Burns may
trade securities of Coachmen or Thor for its own account and the accounts of its
customers, and accordingly, may at any time hold a long or short position in
such securities. BMO Nesbitt Burns has informed Thor that, as of the date
hereof, it does not hold any shares of Coachmen common stock for its own
account. BMO Nesbitt Burns and/or certain of its affiliates may have voting and
dispositive power with respect to certain shares of Coachmen common stock held
in asset management, brokerage and other accounts. BMO Nesbitt Burns and each of
its affiliates disclaim beneficial ownership of such shares.
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