SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 21, 1995
(Date of Earliest Event Reported)
COACHMAN INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(Sate or Other Jurisdiction of Incorporation)
1-9593
73-1244422
(Commission File Number)
(I.R.S. Employer Identification No.)
301 NW 63rd ST., STE. 500
OKLAHOMA CITY, OKLAHOMA73116
(Address of Principal Executive Office)
(Zip Code)
(405) 840-4667
(Registrant's Telephone Number, Including Area Code)
NONE
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition of Assets.
On December 21, 1995, Coachman Incorporated, a Delaware corporation
(the "Corporation") closed the acquisition of all of the issued and
outstanding stock of Olympic Mills Corporation and its affiliate Lutania
Mills, Inc. (collectively "Olympic Mills") pursuant to a Stock Purchase
Agreement dated December 21, 1995 (the "Agreement") for $5,462,460
in cash, $8,207,540 in notes due the Sellers and 6,000,000 shares of the
Common Stock of the Corporation. The Sellers were Corporacion
Inmobiliaria Textil ("Cintex"), a Puerto Rico corporation; Fideicomiso
Hispamer ("Hispamer"), a Puerto Rico trust; OM Acquisition Corp.
("OM"), a Delaware corporation; Olympic Holding Corp. ("Holding"), a
Puerto Rico corporation and Estampados Deportivos ("ED"), a Puerto
Rico corporation (collectively "the Sellers"). Under the Agreement the
Corporation purchased all of the Common Stock of Olympic Mills from
ED and provided the necessary capital in the form of cash, notes and stock
for Olympic Mills to repay all sums due to the Sellers from Olympic Mills
totally $3,570,400 and to redeem all of the Preferred Stock and
Accumulated Dividends of Olympic Mills owned by the Sellers.
There is no material relationship between the Corporation and the Sellers
other than after the closing Fundicion Francisco Carvajal as Trustee of
Hispamer became the largest shareholder of the Corporation. The
purchase price was $5,462,460 in cash and $8,207,540 in notes due the
Sellers. In addition to the $8,207,540 notes due Sellers, there is a
conditional note to Sellers for up to $1,000,000 if certain grants for
purchase of new equipment and plant improvements made prior to Closing
are funded by the Puerto Rico government to Olympic Mills. The note
evidencing the Grant Amount will be due 5 years from the closing date,
will bear interest at an annual rate of 7%, payable quarterly and will be
secured by a subordinated lien on all the furniture and equipment of
Olympic Mills.
The purchase price was determined in negotiations between the Sellers and
the Corporation.
The Sources of the funds used to close the acquisition were loans of
$2,000,000 and $854,000 from Congress Credit Corporation, a loan of
$8,207,540 from the Sellers, $1,500,000 from the sale of 3,747,650
shares of common stock of the Corporation in a private placement,
$250,000 from the sale of 2,500 shares of preferred stock of the
Corporation in a private placement and $250,974 in funds of the
Corporation.
Olympic Mills is a vertically integrated textile and apparel manufacturer
in Puerto Rico which operates two vertical mills and a cut and sew
operation. It is Puerto Rico's leading manufacturer of underwear, T-
shirts, school uniforms and polo shirts under the trade names Grana
underwear, America Project underwear and sportswear and Olympic
Mills. The Corporation will continue to operate Olympic Mills as its
subsidiary and Yabucoa Industries, Inc. and Lutania Mills, Inc. will
operate as subsidiaries of Olympic Mills Corporation.
Item 7. Financial Statements and Exhibits.
It is impracticable to provide the financial statements and pro forma
financial information required by Item 7(a) and (b) at the time of filing
this Form 8-K. This information will be provided not later than 60 days
after the date this Form 8-K must be filed.
c. Exhibits.
2.1 Stock Purchase and Redemption Agreement dated December 21,
1995 ("P") - To be filed using Form SE in accordance with Rule
201 of Regulation S-T, pursuant to a Temporary Hardship
Exemption.
SIGNATURES
FORM 8-K
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 thereto duly authorized.
COACHMAN
INCORPORATED
(Registrant)
January 3, 1996 By: /s/ Dennis D.
Bradford
Dennis D. Bradford
Chief Executive Officer
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c. Exhibits.
Number Description of Exhibit
2.1 Stock Purchase and Redemption Agreement dated December 21,
1995 ("P") - To be filed using Form SE in accordance with Rule
201 of Regulation S-T, pursuant to a Temporary Hardship
Exemption.
