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
{ x } Definitive Additional Materials
{ } 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:
.............................................................................
2) Form, Schedule or Registration Statement No.:
.............................................................................
3) Filing Party:
.............................................................................
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
April 28, 2000
Dear Fellow Shareholder of Coachmen Industries, Inc.:
On April 17, 2000, Thor made a proposal to Coachmen Industries, Inc. to
acquire all of the outstanding Coachmen common stock for $18 per share. The
proposed consideration would consist of 60% cash and 40% Thor stock based upon
Thor's closing price of $24 7/16 on April 14, 2000 (resulting in an exchange
ratio of 0.7366 Thor shares for each Coachmen share exchanged entirely for Thor
stock).
Our offer is not subject to financing contingencies. The $18 offering
price represents a 41.9% premium over Coachmen's closing stock price of $12
11/16 on April 14, 2000. We believe that our offer is of compelling interest to
shareholders of Coachmen, but as of today, the Coachmen Board has rejected our
offer.
YOUR BOARD OF DIRECTORS DOES NOT WANT TO DISCUSS OUR $18 PER SHARE
OFFER.
We believe that the executives of Coachmen are not acting in the best
interests of the Coachmen shareholders by failing to explore this merger.
You-the stockholders of Coachmen-are the true owners of Coachmen and it is your
preference that matters. You can send a strong message to the Coachmen
executives that you want them to negotiate a merger with Thor by taking the
following action at the annual meeting of Coachmen to be held on May 4, 2000 at
Christiana Creek Country Club, 116 West Bristol Street, Elkhart, Indiana at
10:00 a.m.:
WITHHOLD AUTHORITY TO VOTE FOR ALL NAMED DIRECTOR NOMINEES.
VOTE AGAINST APPROVAL OF COACHMEN'S 2000 OMNIBUS STOCK
INCENTIVE PROGRAM.
Enclosed is our Proxy Statement for the Annual Meeting containing
information concerning our proposal, which we urge you to review carefully. Also
enclosed is a BLUE proxy card which you can use to vote TO WITHHOLD AUTHORITY to
vote for the director nominees and AGAINST approval of the 2000 Omnibus Stock
Incentive Plan.
Because of the short period of time between the date on which Thor is
first distributing this Proxy Statement and the scheduled date for the Annual
Meeting, it is possible that shareholders of Coachmen will not receive this
Proxy Statement and the accompanying BLUE proxy card in time to have the proxy
card returned prior to the Annual Meeting. As a result, Thor urges shareholders
to VOTE TO WITHHOLD AUTHORITY for the election of the director nominees at the
annual meeting and AGAINST the 2000 Omnibus Stock Incentive Plan BY USING THE
PROXY CARD THAT WAS SENT BY COACHMEN along with Coachmen's proxy statement
regarding the annual meeting.
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If you have any questions or require any additional information in
connection with this Proxy Statement or need assistance in voting your shares,
please contact D.F. King & Co. at the address and telephone number set forth
below. If your shares are held in the name of a brokerage firm or bank nominee
or other institution, only they can vote your shares. Accordingly, please
contact the person responsible for your account and give instructions for your
shares to be voted.
D.F. King & Co., Inc.
77 Water Street
20th Floor
New York, New York 10005
Toll Free: 1-888-242-8149
Banks and Brokers call collect: (212) 269-5550
Thank you for your support.
Sincerely,
THOR INDUSTRIES, INC.
Wade F. B. Thompson
