SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 4, 2000
COACHMEN INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Indiana 1-7160 35-1101097
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
2831 Dexter Drive, Elkhart, Indiana 46514
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(Address of principal executive offices) (Zip code)
(Registrant's telephone number, including area code) 219-262-0123
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Item 5. Other Events.
On October 21, 1999, the Board of Directors of Coachmen Industries,
Inc. (the "Company") adopted a Stockholder Rights Agreement to replace the
current Stockholder Rights Agreement that will expire on February 15, 2000. On
January 4, 2000, the Board of Directors of the Company designated January 12,
2000 as the Record Date for distribution of Rights under the successor
Stockholder Rights Agreement.
The Company will distribute by dividend one common share purchase right
(each a "Right") on each outstanding common share, without par value (each a
"Common Share"), of the Company. The distribution will be made to shareholders
of-record on January 12, 2000 (the "Record Date"). The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights Agreement") between
the Company and First Chicago Trust Company of New York, as Rights Agent (the
"Rights Agent"). Except as set forth below, each Right will entitle the
registered holder thereof to purchase from the Company one Common Share, at a
purchase price of $75.00 per share (the "Purchase Price"), subject to
anti-dilutive adjustments described below.
The Rights will be represented by the Common Share certificates and
will not be exercisable or transferable apart from the Common Shares until the
earlier to occur of (i) ten days following a public announcement that a person
or group of persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 20% or more of the outstanding Common Shares
(the "Share Acquisition Date") or (ii) ten business days following the
commencement of (or announcement of an intention to make) a tender offer or
exchange offer if, upon consummation thereof, such person or group would be the
beneficial owner of 20% or more of the outstanding Common Shares (the earlier of
such dates being called the "Separation Date"). Until the Separation Date (or
earlier redemption, exchange or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. As soon as practicable following the Separation Date, separate
certificates evidencing the Rights (the "Rights Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Separation Date. From and after the Separation Date, the separate Rights
Certificates alone will evidence the Rights. The Rights will expire at the close
of business on February 1, 2010 (the "Final Expiration Date") unless earlier
redeemed or exchanged by the Company as described below.
In the event that any person or group of persons becomes an Acquiring
Person, each holder of a Right (other than the Acquiring Person, whose Rights
will become null and void) will thereafter have the right to receive, upon the
exercise thereof at the then current Purchase Price, a number of Common Shares
which at the time of such transaction would have a market value of two times the
current Purchase Price.
In the event that the Company is acquired in a merger or other business
combination transaction or more than 50% of its assets or earning power is sold,
each holder of a Right (other than the Acquiring Person, whose Rights will
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become null and void) will thereafter have the right to receive, upon the
exercise thereof at the then current Purchase Price, a number of common shares
of the acquiring company which at the time of such transaction would have a
market value of two times such Purchase Price.
At any time after a person or group of persons become an Acquiring
Person, the Board of Directors of the Company may exchange the Rights (other
than the Rights owned by the Acquiring Person, which will become null and void),
in whole or in part, at an exchange ratio of one Common Share per Right (subject
to adjustment).
At any time prior to a person or a group of persons becoming an
Acquiring Person, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon the effectiveness of the action of the Board of
Directors of the Company ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.
The Purchase Price payable, and the number of Common Shares or other
securities or property issuable, upon exercise of the Rights, are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for Common Shares or convertible securities at less than
the current market price of the Common Shares, or (iii) upon the distribution to
holders of the Common Shares of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants (other
than those referred to above).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
Prior to the time any person or group of persons becomes an Acquiring
Person, the Company may amend the Rights Agreement in any manner without the
approval of the holders of Rights. Following the time any person or group of
persons becomes an Acquiring Person, the Company may amend the Rights Agreement
without the approval of the holders of Rights in any manner that does not
adversely affect the interests of the holders of Rights.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A. A
copy of the Rights Agreement is available free of charge from the Company,
Financial Department, P.O. Box 3300, Elkhart, Indiana 46515. This summary
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, which is incorporated herein
by reference.
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Also, on October 28, 1999, the Company issued a press release covering
its earnings for the third quarter of 1999. A copy of the press release is
attached as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
(99.1) Press Release of Coachmen Industries, Inc. dated October 4, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COACHMEN INDUSTRIES, INC.
Date: January 5, 2000 /s/ Linda Wolfe
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Name: Linda Wolfe
Title: Assistant Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
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99.1 Press Release dated October 28, 1999 1
COACHMEN INDUSTRIES, INC. ANNOUNCES CONTINUING RECORD SALES
ELKHART, Ind., Oct. 28 /PRNewswire/ -- Coachmen Industries, Inc., (NYSE: COA -
news) today announced record third quarter sales of $226.1 million, which
represents an 11.6 percent increase over the previous record set in the third
quarter of 1998 of $202.6 million in sales. Record sales of $640.3 million were
also recorded for the first nine months of 1999. This represents a 10.5 percent
increase over sales of $579.3 million in the comparable period of 1998.
Diluted per share earnings were 58 cents for the quarter, compared to 59 cents
in the comparable period in 1998. Diluted earnings per share for the nine months
were $1.59, a 7.4 percent increase over the $1.48 per share earned in the
comparable period in 1998. Total net income for the quarter was $9.5 million, a
6.5 percent decrease from 1998 third quarter income of $10.2 million. Year to
date, net income was $26.4 million, a 2.3 percent increase as compared to $25.8
million for the same period in 1998.
"Third quarter profits, as anticipated, were impacted by the Company's
investment in new enterprise-wide technology and operating systems at four of
our divisions, largely due to implementation related costs and inefficiencies,"
commented Chairman and CEO Claire C. Skinner. "However, consistent with our
expectations, progress was made throughout the third quarter, and many of the
implementation issues have been addressed. Based on this progress and other
continuing improvements, we expect to conclude the fourth quarter and the year
once again setting new records for the Company," Skinner said.
The Company is also continuing its ongoing activities to enhance shareholder
value and increase market share in its two core businesses -- recreational
vehicles and modular housing. Nearly one million shares of its common stock have
been repurchased pursuant to a prior authorization, and at its October 21st
meeting, the Board of Directors authorized an additional repurchase of up to one
million shares. The Board of Directors also decided to amend and extend the
corporation's Shareholder Rights Plan until 2010. The size of the Board was
increased with the appointment of two new outside directors, Donald W. Hudler,
retired President and Chairman of Saturn Corporation, and Geoffrey B. Bloom,
Chairman of the Board and CEO of Wolverine World Wide, Inc. And, following a
lengthy national search, James E. Jack has joined the Coachmen senior management
team as new Executive Vice President and Chief Financial Officer.
The new Class A motorhome plant that began production in May is now operating
slightly ahead of schedule, which will enable the Company to fully take
advantage of the growing diesel-powered motorhome market and its heavy backlog
of the diesel Sportscoach and Santara orders. Dealer and retail acceptance of
the 2000 model year products continues to be very strong. Coachmen RV was named
the official recreational vehicle for Walt Disney World's Ft. Wilderness Resort
and Campground and Disney's Wide World of Sports complex, through an important
new strategic marketing alliance. And, to continue its market dominance in the
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modular housing industry, a major expansion has been approved for the North
Carolina division of "All American Homes," and studies are underway for a new
satellite plant for the Iowa division.
Economic factors including consumer confidence and demographics remain favorable
for both the recreational vehicle and modular housing industries, and the
Company anticipates continued positive results from its core businesses.
Coachmen is uniquely positioned to meet the broad range of consumer preferences
because it produces every recreational vehicle product type, both motorized and
towable. The Coachmen RV brand name is the number one seller in six of the nine
U.S. regions defined by the Recreational Vehicle Industry Association. Other
Coachmen Industries, Inc. recreational vehicle companies include Georgie Boy
Manufacturing, Inc., Viking Recreational Vehicle Company, Shasta Industries, and
Coachmen Automotive. Now in its 35th year, Coachmen Industries, Inc. is also the
nation's largest manufacturer of modular housing under the "All American Homes"
brand name. Unlike the manufactured housing industry, Coachmen's modular homes
are built to local codes versus the HUD codes, and therefore are not subject to
the strict zoning limitations of manufactured homes, and virtually all sales of
the company's modular homes are pre-sold to retail owners, so neither the
Company nor its builder partners carry unsold inventory.
This release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements with
respect to the start-up costs of the new Class A production facility and the
implementation of the new enterprise-wide technology systems. Investors are
cautioned not to place undue reliance on forward-looking statements, which are
inherently uncertain. Actual results may differ materially from that projected
or suggested due to certain risks and uncertainties including, but not limited
to the potential fluctuations in the Company's operating results, the
availability of gasoline, the Company's dependence on chassis suppliers,
interest rates, competition, government regulations, and other risks identified
in the Company's SEC filings.
