SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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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)
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{ } Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11:
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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 of transaction:
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Total fee paid:
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{ } Fee paid previously with preliminary materials.
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[THOR INDUSTRIES, INC. LOGO]
419 WEST PIKE STREET o P.O. BOX 629 o JACKSON CENTER, OHIO 45334-0629
PHONE 937-596-6849 o FAX 937-596-6539
PRESS RELEASE
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Date: April 28, 2000
Contact: Wade F. B. Thompson or Peter B. Orthwein
THOR EXPRESSES SURPRISE AT COACHMEN'S REJECTION OF ITS PREMIUM
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MERGER OFFER; CORRECTS SEVERAL COACHMEN STATEMENTS
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Thor Industries, Inc. (NYSE:THO) announced today that it was surprised and
disappointed that the Coachmen Industries, Inc (NYSE:COA) Board of Directors had
again rejected Thor's merger offer. Thor also stated that it must set the record
straight concerning several statements made in Coachmen's press release of April
27, 2000.
o In no way is Thor's offer to Coachmen an "effort to disrupt Coachmen's
business." On the contrary, Thor's effort is a clear attempt to improve
Coachmen's business and the resulting shareholder value created through
the proposed combination.
o While the offer made on April 17, 2000 was a "nominal" $18 per share, the
40% stock component of the offer is pegged to a fixed exchange ratio of
.7366 Thor shares for every Coachmen share. At Thor's closing price
yesterday of $26.875, this makes our offer now worth $18.72 per share.
o We strongly disagree with the statement that our proposal "is not in the
best interests of Coachmen's stakeholders." Here's why:
---> Shareholders: Our offer provides both immediate and long-term
value opportunities: A 48% premium over Coachmen's April 14,
2000 closing price at Thor's price yesterday and long-term
value enhancements through compelling synergies.
---> Employees: Thor is a committed, long-term employer in
Coachmen's home-town and surrounding areas. We compensate our
family of employees fairly, treat them with respect and
dignity, provide them with a safe working environment, and
would do the same with Coachmen employees.
---> Dealers: The combination would create a stronger company
through the sharing of best practices, resulting in the
production of even better, more value-packed, and profitable
products for our dealers. We believe there is limited dealer
overlap today, and we intend to keep it that way.
---> Customers: With the increased purchasing power of the combined
company, we will be able to provide an even higher quality,
higher value product to our customers at more competitive
prices.
---> Suppliers: The combination will be a benefit to suppliers as
they will be able to standardize some products they provide to
us and streamline their deliveries, thereby reducing costs.
---> Communities: Both Thor and Coachmen are established, respected
members in their communities and this would be enhanced in a
combination. Thor's Drive Against Prostate Cancer has already
given free prostate cancer screenings to over 3,000 men across
North America in the last 5 months. The Drive will be in
Indiana this summer and we invite all Coachmen employees to
participate in this life-saving community effort.
o We strongly disagree that the combination of Thor and Coachmen "would not
achieve meaningful merger synergies." We believe there are real and
significant synergies to be gained from our combination, particularly in
purchasing leverage and operational efficiencies.
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o We strongly disagree "that historically there have been a lack of returns
to investment scale in the RV industry." Thor's acquisitions have
immediately returned significant value. We believe the same would be true
of this merger, especially in view of its size.
o Coachmen says it will double its 1999 EPS "not later than 2004." That's
five fiscal years from now (2000, 2001, 2002, 2003, 2004.) Thor virtually
doubled its 1997 EPS by 1999, in just two years. By the end of our 2000
fiscal year, that 1997 EPS will grow even further. Coachmen's EPS has
declined in two out of the last four years, and its 1999 EPS were lower
than in 1996. If Coachmen's first quarter decline of about 40% in EPS is
indicative of fiscal 2000, that will be three out of five down years.
Coachmen shareholders should seriously question its statement that it will
"generate superior value for shareholders with Coachmen as an independent
company."
o We strongly disagree that the companies "have profoundly different
operating philosophies as to product positioning and value." We agree that
Coachmen has a "strong franchise and diverse array" of RV products. So
does Thor, as evidenced in the strength of our Airstream, Four Winds,
Dutchmen, Aerolite, Komfort and other fine brands. Coachmen has about $200
million more in motor home sales than Thor; Thor has about $200 million
more in towable sales than Coachmen. The result is complementary products.
Dealers and customers demand value and both companies provide that.
o Thor's dealer practices over the last 20 years have been based on
providing our dealers with the highest quality, highest value products.
They are founded on unyielding integrity, with strong commitment to
excellence in everything we do. We hope that Coachmen is not suggesting
otherwise.
o We strongly disagree that Thor is trying "to stampede [Coachmen]
shareholders to sell at a depressed price before the value of our recent
spending on technology and infrastructure pays off." While Thor commends
Coachmen on its investments in technology and infrastructure, (just like
Thor has invested) is it o.k. for those investments to disrupt business
and radically depress Coachmen's earnings for three years? As a Coachmen
shareholder, we say "no." And so should every shareholder.
It is true that "the entire RV sector is out of favor with investors." However,
in contrast to Coachmen's dismal performance during two record RV sales years in
1998 and 1999 and continuing into 2000, Thor has had record sales and net income
in each of the past 3 years. This record continues in fiscal 2000, with Thor
sales up 17% and net income up 32% in the six months ended 1/31/00.
Again, Thor wishes to complete a friendly merger, which is in the best interest
of all Coachmen stakeholders. Contrary to the statement made in Coachmen's April
27 press release, it is clear to any objective stockholder that Thor is the
right partner and that Thor's offer is the right transaction at the right time
and the right price.
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* * *
This press 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. In some cases, such forward-looking
statements may be identified by terminology such as "may," "will," "could,"
"should," "expects," "intends" or "believes" or the negative of such terms or
other comparable terminology.
This press release and certain other communications made by or on
behalf of Thor may constitute a solicitation. Thor has made a definitive filing
of its proxy materials with the Securities and Exchange Commission. Shareholders
are advised to read the proxy statement and other documents related to any proxy
solicitation by Thor because they contain important information. The 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 ("Schedule 14A")) 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
4,535,930 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. ("D.F. King &
Co."), BMO Nesbitt Burns Corp. ("BMO Nesbitt Burns") and Barry Vogel to act as
advisors.
D.F. King & Co. 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 & Co. 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 the engagement of BMO Nesbitt Burns as a 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 of
Coachmen 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 a 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 common stock of
Coachmen 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 common
stock of Coachmen held in asset management, brokerage and other accounts. BMO
Nesbitt Burns and each of its affiliates disclaim beneficial ownership of such
shares.
In addition to any solicitations that may be made by any of the
above-referenced persons, Thor has retained Mr. Vogel as an advisor. In
connection with his engagement, Thor anticipates that Mr. Vogel may communicate
in person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are shareholders of Coachmen for the purpose of
assisting in the proposed solicitation. Mr. Vogel will not receive any fee for,
or in connection with, such solicitation activities, apart from the fees to
which he is otherwise entitled under the terms of his engagement. Thor has
agreed to pay Mr. Vogel a fee as compensation for acting as an advisor to Thor
in this transaction. Mr. Vogel and members of his immediate family beneficially
own 14,400 shares of common stock of Coachmen.
