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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 1, 2000
MOD-U-KRAF HOMES, INC.
(Exact name of registrant as specified in its charter)
Virginia 0-7093 54-0893908
(State or other jurisdiction (Commission File No.) I.R.S. Employer
of incorporation) (Identification No.)
P. O. Box 573
Rocky Mount, Virginia 24151
(Address of principal executive offices)
(540) 483-0291
(Registrant's telephone number, including area code)
N/A
(former name or former address, if changed since last report)
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Item 5. Other Events.
Filed herewith as Exhibit 99.1 is a press release issued on May 1, 2000
announcing the execution of an Agreement and Plan of Merger dated as of
May 1, 2000 (the "Merger Agreement"), by and among Mod-U-Kraf Homes, Inc.
(the "Company"), Coachmen Industries, Inc. ("Parent") and Coachmen
Acquisition Corporation, a wholly owned subsidiary of Parent ("Purchaser").
The Merger Agreement provides for the statutory merger of Purchaser with
and into the Company (the "Merger") pursuant to which each share of common
stock, $1.00 par value per share (collectively, the "Shares"), of the
Company, shall be canceled and extinguished, and automatically converted
into the right to receive from the Parent, upon surrender of the
certificate representing such Shares, $11.75 per Share. Following the
consummation of the Merger, the Company will continue as the surviving
corporation and will be a wholly owned subsidiary of Parent. The
foregoing is qualified in its entirety by reference to the complete text
of the Press Release which is filed as
Exhibit 99.1 hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press Release issued on May 1, 2000.
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 hereunto duly authorized.
MOD-U-KRAF HOMES, INC.
Date: May 4, 2000 By: By:
Name: Steven T. Montgomery
Title: Controller
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EXHIBIT 99.1
Coachmen Signs Contract to Acquire Mod-U-Kraf
ELKHART, Ind., May 1 /PRNewswire/ -- Coachmen Industries, Inc. (NYSE: COA)
of Elkhart, Indiana announced today that they have entered into a definitive
agreement to acquire Mod-U-Kraf Homes, Inc. (OTC: MODU) for $11.75 per
share, or a total consideration of nearly $10 million. This culminates
months of negotiations and due diligence that began in earnest in January
and resulted in a letter of intent to acquire all outstanding shares on
March 13, 2000. Closing of the transaction is expected in mid-June, subject
to approval of the shareholders of Mod-U-Kraf and other normal closing
conditions. The definitive agreement provides for a significant break-up
fee payable to Coachmen in certain circumstances.
This transaction adds to Coachmen's expanding modular home sector.
Mod-U-Kraf, who will retain both management and employees, will operate
as a separate entity under the Coachmen Housing Group.
"We are very pleased to have Mod-U-Kraf as part of the Coachmen family.
They complement our existing modular business perfectly, and is another
step forward in our strategic plan to expand that segment of our
business,'' said Claire C. Skinner, Chairman and CEO of Coachmen Industries,
Inc. "As a result of this acquisition, we will solidify our position as the
leading manufacturer of modular housing in the United States."
"We are very excited about joining forces with Coachmen in a market that
has been experiencing double digit growth and continues to see strong
consumer demand,'' noted Dale H. Powell, Mod-U-Kraf's President and Board
Chairman. "We share the same philosophies about our customers, employees
and the communities in which we work.''
Coachmen Industries, Inc. is one of the nation's leading producers of
recreation vehicles. The Company's All American Homes division is America's
leading producer of modular homes. Unlike the manufactured housing
industry, Coachmen's modular homes are built to local codes versus HUD
codes. Recreation vehicles comprised eighty three percent of Coachmen's
1999 sales and modular homes represented seventeen percent.
This release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. 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 implementation of the new enterprise-wide software,
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.
