.Return Address
PROXY SERVICES
51 MERCEDES WAY
EDGEWOOD, NY 11717
.Text
COACHMEN INDUSTRIES, INC.
May 1, 2000
Dear Fellow Shareholder:
The Annual Meeting of Coachmen Industries stockholders is only a few days away.
Your Board of Directors has unanimously recommended that stockholders vote FOR
the election of the Board's nominees and FOR the approval of the Company's 2000
Omnibus Stock Incentive Program.
LEADING SHAREHOLDER ADVISORY SERVICE RECOMMENDS "FOR"
You should be aware that Institutional Shareholder Services, the nation's
leading voting advisory service, has recommended that its clients, including
institutional investors, mutual funds and other fiduciaries, vote FOR both
proposals.
COACHMEN ANNOUNCES ACQUISITION
As you know, Coachmen is the leading manufacturer of modular housing in the
United States. Today, your Company announced it had entered into a definitive
agreement to acquire Mod-U-Kraf Homes for $11.75 per share, or approximately $10
million. We believe that Mod-U-Kraf is a perfect complement to our existing
modular housing business and that the acquisition is a significant step in our
strategic plan to build shareholder value.
PROTECT YOUR INVESTMENT!
Your Board is committed to protecting and enhancing the value of your investment
in Coachmen. In that regard, we urge you to support the Board in its efforts to
build long-term value by voting FOR both proposals. REJECT the last-minute
campaign by Thor Industries, which is seeking to acquire your company at what we
believe is a bargain-basement price. Your Board of Directors carefully reviewed
the Thor proposal in conjunction with its financial advisor, Donaldson, Lufkin &
Jenrette Securities Corporation. The Board concluded that the Thor offer is
inadequate and does not reflect the inherent value of Coachmen nor the
significant growth potential of the company's core RV and modular housing
businesses.
TIME IS SHORT, AND YOUR VOTE IS IMPORTANT!
The Annual Meeting is only a few days away. Your Board strongly believes that
Coachmen's strategic business plan will generate superior value for all Coachmen
shareholders. Don't allow Thor
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to reap the benefit of Coachmen's potential for significant growth--at your
expense. Whether or not you have already done so, we urge you to vote today.
Since time is short, we have established a method which will enable you to vote
by toll-free ProxyGram. Please follow the simple steps listed below.
If you have any questions or need assistance in the last-minute voting of your
shares, please call Innisfree M&A Incorporated, which is assisting us in the
solicitation of proxies, toll-free at 888-750-5834.
Thank you for your continued support.
Claire C. Skinner
Chairman
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY
ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-877-880-9547, anytime, day or night.
2. Tell the operator that you wish to send a collect ProxyGram to
ID No. 8972, Coachmen Industries, Inc.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your
control number as shown below:
Name: (NA.1)
Broker: (Broker)
Control number: (ControlNum)
Number of shares: (NumShares)
5. Give the operator your voting preferences, using the proxy text below.
COACHMEN INDUSTRIES, INC. PROXY
P.O. Box 3300
Elkhart, Indiana 46515
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Claire C. Skinner and Keith D. Corson,
and each of them, as his proxies, each with full power of substitution, to
REPRESENT AND TO VOTE, AS DESIGNATED BELOW, ALL OF THE UNDERSIGNED'S Common
Stock of Coachmen Industries, Inc. at the Annual Meeting of shareholders of
Coachmen Industries, Inc. to be held on May 4, 2000 and at any adjournment
thereof, with the same authority as if the undersigned were personally present.
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1. ELECTION OF DIRECTORS
( ) FOR all nominees listed ( ) WITHHOLD AUTHORITY to
below (except as marked to vote for all nominees
the contrary below) listed below
Claire C. Skinner, Keith D. Corson, Thomas H. Corson,
Geoffrey B. Bloom, Robert J. Deputy, Donald W. Hudler,
William P. Johnson, Philip G. Lux, Edwin W. Miller,
Frederick M. Miller
INSTRUCTIONS: To withhold authority to vote for any individual
nominee(s), please give that nominee(s) name to the operator.
2. PROPOSAL TO APPROVE THE 2000 OMNIBUS STOCK INCENTIVE PROGRAM
( ) FOR ( ) AGAINST ( ) ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted FOR
Proposals 1 and 2.
THE UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE GIVEN AND ACKNOWLEDGES
RECEIPT OF THE NOTICE AND PROXY STATEMENT FOR THE ANNUAL MEETING.
(If the stock is registered in the name of more than one person, the proxy
should be signed by all named holders. If signing as attorney, executor,
administrator, trustee, guardian, corporate official, etc., please give full
title as such.)
