COACHMAN INCORPORATED
301 NW 63rd Street
Suite 500
Oklahoma City, Oklahoma 73116
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held August 22, 1995
To the Stockholders of
COACHMAN INCORPORATED
NOTICE IS HEREBY GIVEN that the 1995 Annual Meeting of Stockholders of
Coachman Incorporated, a Delaware corporation (the "Corporation"), will be
held at 10:00 a.m., August 22, 1995 at 301 N.W. 63rd Street, Suite 500,
Oklahoma City, Oklahoma, for the following purposes:
1. To elect four directors of the Corporation to hold office until
their successors shall have been elected and shall qualify;
2. To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on July 24, 1995
are entitled to notice of and to vote at this meeting and any adjournment
thereof. Such stockholders may vote in person or by proxy. The stock
transfer books of the Corporation will not be closed.
Stockholders are invited to attend the meeting in person. Whether or
not you plan on attending the meeting in person, it is important that your
shares be represented and voted at the meeting in accordance with your
instructions. Therefore, you are urged to fill in, sign, date and return
the accompanying proxy in the enclosed envelope. No postage is required if
mailed in the United States.
By Order of the Board of Directors
Dennis D. Bradford
Chairman of the Board
Oklahoma City, Oklahoma
August 11, 1995
COACHMAN INCORPORATED
301 NW 63rd Street
Suite 500
Oklahoma City, Oklahoma 73116
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held August 22, 1995
This proxy statement is being furnished in connection with the
solicitation of proxies by and on behalf of the Board of Directors of
Coachman Incorporated, a Delaware corporation (the "Corporation"), to be
used at the 1995 Annual Meeting of Shareholders and at any adjournment
or postponement thereof. This proxy statement and the accompanying form of
proxy were first mailed to the holders of the Corporation's common stock on
or about August 11, 1995.
SOLICITATION OF PROXIES AND VOTING RIGHTS
The presence, in person or by proxy, of the holders of 1/3 of the votes
represented by the outstanding shares of the Corporation's common stock is
necessary to constitute a quorum at the Annual Meeting. Holders of shares
are entitled to one vote per share of common stock and are not allowed to
cumulate votes in the election of directors.
Subject to the rights of Shareholders to revoke their proxies, the
shares represented by each proxy executed in the accompanying form of proxy
will be voted at the meeting in accordance with the instructions therein.
Proxies on which no voting instructions are indicated will be voted FOR the
election of nominees for directors, and in the best judgment of the proxy
holders on any other matter than may properly come before the Annual
Meeting. If a broker indicates on a proxy that it does not have
discretionary authority to vote shares on a certain matter, those shares
will not be considered present and entitled to vote with respect to that
matter. If a shareholder indicates on a proxy card that such shareholder
abstains from voting with respect to a proposal, the shares will be
considered as present and entitled to vote with respect to that matter, and
abstention will have the effect of a vote AGAINST the proposal. In
accordance with Delaware law, a shareholder entitled to vote for the
election of directors can withhold authority to vote for all nominees for
directors or can withhold authority to vote for certain nominees for
directors.
Shareholders have the unconditional right to revoke their proxies at any
time prior to the voting of their proxies at the Annual Meeting by giving
written notice to the Secretary of the Corporation or by attending the
Annual Meeting and voting in person.
The expenses of the solicitation of the proxies for the meeting,
including the cost of preparing, assembling and mailing the notice, proxy,
proxy statement and return envelopes, the handling and tabulation of proxies
received, and charges of brokerage houses and other institutions, nominees
or fiduciaries for forwarding such documents to beneficial owners, will
be paid by the Corporation.
ELECTION OF DIRECTORS
The by-laws of the Corporation provide that the number of directors who
shall constitute the whole board shall be such number as may be fixed from
time to time by the Board of Directors and vacancies in the Board may be
filled by the Board of Directors until the next annual meeting of the
Stockholders. At present, the Board of Directors consists of five members,
Dennis D. Bradford, G. Baker Bokorney, Jay T. Edwards, Kenneth G. Flaming,
and Robert E. Swain.
Three of the current five directors, Dennis D. Bradford, Jay T. Edwards
and Robert E. Swain, are proposed to be re-elected to hold office until the
election of their successors or their earlier resignation or removal. The
remaining two directors, G. Baker Bokorney and Kenneth G. Flaming, are not
standing for re-election to the Board but are being elected to the board of
Innkeepers, Inc., a wholly owned subsidiary of the Corporation. One new
nominee, Dr. Alejandro G. Asmar is proposed for the Board. Should any such
nominee become unable to serve, proxies may be voted for another person
designated by management or the Board. All nominees have advised that they
will serve if elected.
Certain Information Regarding Nominees
The names of the nominees, their ages as of the date of the Annual
Meeting, the date each first became a director, their principal occupations
during at least the past five years, certain other directorships held and
certain other biographical information are as set forth below.
Dennis D. Bradford, age 49, has been Chairman, Chief Executive Officer
and Director (and was President until December 14, 1993) of the Corporation
since its inception on February 5, 1985. From 1973 to 1985 he was partner
in various partnerships which constructed, owned and operated real estate
properties including Coachman Inns until the sale of his interests in those
partnerships to the Corporation. From 1983 until 1984 he served as Vice
President of Corporate Development for PetroSouthern, Inc., a publicly held
oil and gas exploration company. PetroSouthern became Craft World
International, Inc. in 1986 and changed its basic business to a distributor
of craft and leisure products. In 1986, Mr. Bradford was elected to the
Board of Directors of Craft World. Mr. Bradford has been Vice Chairman of
the National Advisory Council to the U.S. Small Business Administration and
a delegate to the 1986 White House Conference on Small Business. He is a
graduate of the University of Tulsa with a BSBA degree in Economics.
Robert E. Swain, age 49, has been a Director of the Company since
December 14, 1993 and was President until December 31, 1994. Mr. Swain is
president of American Landmark Homes, Inc. Mr. Swain founded Caribbean
Outfitters and has been its President, Chief Executive Officer and Director
since its inception in 1989. Prior to founding Caribbean Outfitters, Mr.
Swain was Chairman, President and Chief Executive Officer of Craft World
International, Inc., the largest domestic distributor of craft and needle
work products. Mr. Swain also has experience as a resort developer in the
Caribbean. Mr. Swain is a graduate of Bowdoin College.
Jay T. Edwards, age 63, has been a Director of the Corporation since it
inception on February 5, 1985. He is a management consultant and General
Administrator of the Oklahoma Corporation Commission. He was President,
Chief Operating Officer and Director of CMI Corporation, a publicly held
American Stock Exchange company from 1985 until 1991. From 1982 to 1985,
General Edwards was the Executive Director of the University of Oklahoma
Energy Center. From 1954 to 1982, General Edwards served in the United
States Air Force, retiring in 1982 after having achieved the rank of Major
General. General Edwards is a Director of the State Fair of Oklahoma, a
Director of Oklahoma Airspace Museum and Chairman of the Natural Resource
Education Foundation. General Edwards is a graduate of the United States
Military Academy, West Point, New York, and received a B.S. Degree in
Mechanical Engineering in 1954. General Edwards received a Master of
Science Degree in Aeronautical Engineering from Texas A & M University in
1962, and a Master of Science Degree in Management from George Washington
University in 1971.
Dr. Alejandro G. Asmar, age 46, Director nominee. Dr. Asmar is
President of AGA Associates, Inc. (formerly AGA & Associates), Hato Rey,
Puerto Rico. From 1984 to 1988, Dr. Alejandro was First Vice President and
Chief Operating Offer with Drexel Burnham Lambert, Inc.'s Puerto Rico
Branch, San Juan, Puerto, Rico. From 1983 to 1984, he was with Puerto Rican
American Insurance Co., San Juan, Puerto, Rico in the capacity of Vice
President, Finance and Administration and from 1977-1982 was Senior Vice
President, Finance with First Federal Savings & Loan Association of Puerto
Rico, Santurce, Puerto, Rico. Dr. Alejandro served as an Independent
Consultant, Assistant Professor, Director, Department of Administration and
Director, Business Research Center with the University of Puerto Rico, San
Juan, Puerto Rico from 1972 to 1977. Dr. Alejandro is a graduate of the
University of Pennsylvania, The Wharton School, receiving a Ph.D. in
Business and Applied Economics in 1976 and a MA in Finance in 1972; and
received a BA in Social Sciences in 1969 from University of Puerto Rico.
Dr. Alejandro is affiliated with the American Economic Association, American
Finance Association and the Financial Analysts Association. His
professional licenses include: Brokerage: Registered Representative
Financial and Operations Principal Branch Manager-ROP-MSRB, Investment
Advisor and Life Insurance Agent.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table and notes thereto sets forth, as of June 30, 1995,
certain information regarding ownership of common stock by (i) each person
known to the Corporation to beneficially own more than 5% of its common
stock, (ii) each director and nominee for director of the Corporation and
(iii) all present officers and directors of the Corporation as a group.
Under the rules and regulations of the Securities and Exchange
Commission, a person is deemed to own beneficially all securities of which
that person owns or shares voting or investment power as well as all
securities which may be acquired through the exercise of currently available
conversion, warrant or option rights. Unless otherwise indicated, each such
person possesses sole voting and investment power with respect to the shares
owned by him.
Name and Address Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership Outstanding
Dennis D. Bradford 1,522,638 (a)(b) 18%
301 NW 63rd, Suite 500
Oklahoma City, OK 73116
Robert E. and Linda D. Swain 1,721,170 21%
1055 Bay Esplanade
Tampa, FL 34630
Craig Missler 507,646 (c) 6%
P. O. Box 1826
Venice CA 90294
Jay T. Edwards 6,150 (d) *
Alejandro G. Asmar 0 0
Catherine Myers 20 *
All officers and directors
as a group (4 persons) 3,249,978 (e) 45%
*Less than 1% of the common stock outstanding at June 30, 1995.
(a) Includes 13,100 shares of common stock that may be acquired upon
exercise of employee stock options previously granted under the
Corporation's 1987 Stock Option Plan.
(b) Includes 403,000 shares of common stock which may be acquired upon
exercise of nonqualified incentive stock options granted December 14,
1993.
(c) Includes 129,143 shares available if a $30,000 note due Mr. Missler by
the Corporation is converted to stock.
(d) Includes 4,700 shares of common stock that may be acquired upon exercise
of employee stock options previously granted under the Corporation's
1987 Stock Option Plan.
(e) Includes 417,800 shares of common stock that may be acquired by such
persons upon exercise of employee stock options previously granted under
the Corporation's 1987 Stock Option Plan and on December 14, 1993.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
To the Corporation's knowledge, all required Forms 3, 4 and 5 were filed
in a timely manner.
INFORMATION WITH RESPECT TO STANDING COMMITTEES
OF THE BOARD OF DIRECTORS AND MEETINGS
The Board of Directors held four meetings during 1994. The Board of
Directors has an audit committee and a compensation committee. Action taken
by these committees are reported to the Board of Directors at the next Board
meeting. All Directors attended at least 75% of the meetings of the Board
of Directors and of all committees of which they were members.
The audit committee members are Jay T. Edwards, G. Baker Bokorney and
Kenneth G. Flaming. The audit committee reviews with the independent
accountants of the Corporation the audit and review procedures of the
Corporation and the scope and result of their audits. It also examines
professional services provided by the independent accountants and evaluates
their costs and related fees. During the last fiscal year there was one
meeting of the audit committee.
The members of the compensation committee are Jay T. Edwards, G. Baker
Bokorney and Kenneth G. Flaming. The compensation committee administers the
Corporation compensation programs and stock option plan. The compensation
committee held one meeting during the past fiscal year.
DIRECTORS AND EXECUTIVE OFFICERS
All Directors of the Corporation serve until the next Annual Meeting of
the Stockholders of the Corporation. There are no special arrangements
under which any of the directors serve. Ages are as of December 31, 1994.
Director or Officer
Name Age Position Since
Dennis D. Bradford 49 Chairman of the Board February 1985
Chief Executive Officer
Director
Robert E. Swain 49 Director December 1993
Jay T. Edwards 63 Director February 1985
Catherine Myers 34 Secretary January 1995
Catherine Myers, age 34, has been an employee of the Corporation since
1988, serving as an administrative assistant. She was elected Secretary of
the Corporation in 1995 and has served in that capacity since that date.
Ms. Myers received a B.S. Degree from Oklahoma State University in 1984.
Biographical information on Messrs. Bradford, Swain and Edwards is
included under Certain Information Regarding Nominee above.
Certain Information Regarding Executive Officers
All officers and directors of the Corporation serve at the pleasure of
the Board of Directors except that Dennis D. Bradford and the Corporation
entered into a three year Management Agreement dated December 16, 1993.
The agreement provides for annual compensation of $120,000 per year until
the end of 1996, granted to Mr. Bradford options to acquire 403,000 shares
of the Corporation's Common Stock at a price of 12 cents per share upon the
happening of certain events, and provided for an annual bonus of 4% of the
net profits of the Corporation.
EXECUTIVE COMPENSATION
The following sets forth the annual and long-term compensation paid to
the Chief Executive Officer of the Corporation during the last three fiscal
years. No executive officer of the Corporation received an annual salary
and bonus in excess of $100,000 in any of the past three fiscal years.
Summary Compensation Table
Long-Term
Compensation
Securities
Name and Annual Compensation Underlying All Other
Principal Position Year Salary$ Bonus $ Option Compensation $
Dennis D. Bradford 1994 81,666.70 -0- -0- -0-
Chairman of the Board 1993 90,000.00 -0- 403,000 -0-
Chief Executive Officer1992 90,000.00 -0- -0- -0-
The following table indicates the total number and value of exercisable
and unexercisable stock options held by the executive officer named in the
Summary Compensation Table above as of December 31, 1994. No options to
purchase stock were exercised by him in the fiscal year ended December 31,
1994.
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options Options
at FY-End(#) at FY-End($)
Exercisable/ Exercisable/
Name Unexercisable Unexercisable(1)
Dennis D. Bradford 13,100/403,000 2,620/153,146
(1) Based on an asked price of 50 cents per share of the Company's
Common Stock as quoted by the OTC Electronic Bulletin Board on
August 8, 1995.
Compensation of Directors
Non-management directors of the Corporation are entitled to a fee of
$2,000 per year plus $500 for attendance at each meeting of the Board of
Directors. Non-management directors receive a fee of $250 for each
committee meeting attended.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Hospitality Realty, Inc., in which Mr. Bradford holds approximately 35%
of the outstanding shares of common stock, is indebted to the Corporation in
the amount of $804,669.40 as of December 31, 1988, which was subsequently
written off by the Corporation. The note receivable arose from net
disbursements made by the Corporation on behalf of Hospitality Realty, Inc.
for debt service, investments and operating expenses when it was a wholly
owned subsidiary of the Corporation as follows: for the years ended
December 31, 1987 and 1986 -- $232,809 and $412,000, respectively. After
the spin-off of Hospitality Realty, Inc. on February 16, 1987, all
transactions with that company have been on terms which are substantially
identical to those that are available to unaffiliated third parties. During
1993 Hospitality Realty, Inc. repaid $225,000 of the amount owed to the
Corporation.
During 1991 and 1993, the Corporation loaned $109,958 to Dennis D.
Bradford and received as collateral a mortgage on 1,109,513 shares of the
Corporation's stock owned by Mr. Bradford. Mr. Bradford in turn loaned a
portion of the funds to Hospitality Realty, Inc. which was spun-off from
the Corporation.
On December 16, 1993, the Corporation acquired all of the stock of
Caribbean Outfitters in exchange for 2,000,000 shares of Common Stock of the
Corporation. In addition to the 2,000,000 shares of Common Stock issued,
the Corporation also granted a contingent stock earn-out to the shareholders
of Caribbean Outfitters for up to an additional 2,000,000 shares to be
issued based upon the following earnings and expansion contingencies:
(1) an additional 100,000 shares of Common Stock for each new store
location opened up to 1,000,000 shares; and (2) an additional 100,000 shares
of Common Stock for each $1,000,000 in cumulative gross revenues from
Caribbean Outfitters' operations over $2,000,000 in annual revenues up to an
additional 1,000,000 shares. The contingent stock earn-out runs through
December 31, 1996. Mr. Swain and his wife received 1,721,170 shares of
Common Stock issued in the acquisition and will receive 86% of any shares
issued under the contingent stock earn-out. No shares of the Corporation's
Common Stock have been issued pursuant to the stock earn-out.
During July 1994, the Corporation purchased all of the stock of the West
Indies Resort Company and all of the limited partnership interests in the
West Indies Club Limited. As a result of this transaction, 125,962 shares
of common stock were issued to Robert E. Swain.
INDEPENDENT PUBLIC ACCOUNTANTS
Sartain Fischbein & Co., independent certified public accountants, have
served the Corporation as its principal accountants, for the past year and
were responsible for the audit of the Corporation's most recent financial
statements. Representatives of such firm will be present at the
Corporation's Annual Meeting and will have the opportunity to respond to
appropriate questions and to make a statement if they so desire. The
relationship between the Corporation and Sartain Fischbein & Co. is good;
however, the Corporation is not recommending the selection of Sartain
Fischbein & Co. as the Corporation's principal accountants for the current
year at the Annual Meeting because the completion of the acquisition of
Olympic Mills by the Corporation may require the services of an accounting
firm with offices in Puerto Rico. The Corporation has not decided who will
serve as its principal accountants for the current year and does not expect
to do so until after the completion of the transaction with Olympic Mills.
OTHER BUSINESS
Management does not intend to bring any matters before the meeting other
than those set forth in the accompanying notice. Management knows of no
other matters to be brought before the meeting by others. However, if any
other matters are brought before the meeting, the proxies named in the
enclosed form of proxy will vote in accordance with their judgment on such
matters.
STOCKHOLDER PROPOSALS
A proposal submitted by a stockholder for action at the Corporation's
1996 Annual Meeting of Stockholders must be received no later than
January 1, 1996 in order to be included in the proxy statement for that
meeting.
By Order of the Board of Directors
Dennis D. Bradford
Chairman of the Board
Oklahoma City, Oklahoma
August 11, 1995
YOUR COOPERATION IN GIVING THIS MATTER YOUR IMMEDIATE
ATTENTION AND IN RETURNING YOUR PROXY PROMPTLY
WILL BE APPRECIATED
95-178
