SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
X Preliminary Information Statement
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
COACHMAN INCORPORATED
(Name of Registrant as Specified in Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1) or
Item 22(a)(2) of Schedule 14A.
Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
COACHMAN INCORPORATED
301 NW 63rd Street
Suite 500
Oklahoma City, Oklahoma 73116
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held March 3, 1997
To the Stockholders of
COACHMAN INCORPORATED
NOTICE IS HEREBY GIVEN that a Special Meeting of
Stockholders of Coachman Incorporated, a Delaware corporation (the
"Corporation"), will be held at 10:00 a.m., March 3, 1997 at 301 N.W.
63rd Street, Suite 500, Oklahoma City, Oklahoma, for the following
purposes:
1. To authorize the increase of authorized Common Stock to
50,000,000 and to decrease the par value to $0.005 per
share.
2. To approve and authorize the Board of Directors to effect
a reverse stock split of the Corporation's Common Stock on
a 1 share for 5 shares basis and to increase or maintain the
Corporation's authorized Common Stock at 50,000,000
shares, par value $0.005, at such time as the Corporation's
Common Stock is accepted for listing on a national market;
3. To transact such other business as may properly come
before the meeting.
Only stockholders of record at the close of business on January 31,
1997 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
February ___, 1997
COACHMAN INCORPORATED
301 NW 63rd Street
Suite 500
Oklahoma City, Oklahoma 73116
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
To Be Held March 3, 1997
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 a Special 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 February 1, 1997.
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 Special Meeting. Holders
of shares as of January 31, 1997, 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 Proposals 1 and 2 and in the best judgment of the proxy
holders on any other matter than may properly come before the Special
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.
Shareholders have the unconditional right to revoke their proxies at
any time prior to the voting of their proxies at the Special Meeting by
giving written notice to the Secretary of the Corporation or by attending
the Special Meeting and voting in person. The written notice may be in
any form.
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. The Corporation's Board of
Directors believe that it controls a sufficient number of votes to approve
the proposals without a solicitation of proxies. The Chairman of the Board
who controls 1,106,538 shares, or 5.2% of the outstanding common stock,
and will vote FOR the proposal, has received verbal confirmation from
Robert Swain, Francisco Carvajal and One World Partners, an investment
group managed by Johann Wong, that they will vote for the proposal. Mr.
Swain controls 1,721,170 shares, or 8.0% of the outstanding common
stock; Mr. Carvajal controls 6,000,000 shares, or 27.9% of the outstanding
common stock, and One World Partners controls 1,450,000 shares, or 6.8%
of the outstanding common stock. These four shareholders will vote
47.9% of the outstanding common shares in favor of the proposals.
Corporation does not intend to solicit proxies other than the mailing of
proxy materials. Both Proposals require the affirmative vote of a majority
of the issued and outstanding shares of Common Stock.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table and notes thereto sets forth, as of December 31,
1996, 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) 7.0%
301 NW 63rd, Suite 500
Oklahoma City, OK 73116
Robert E. and Linda D. Swain 1,721,170 8.0%
1055 Bay Esplanade
Tampa, FL 34630
Francisco Carvajal 6,000,000 27.9%
Carr. 20, KM 3.8
Guaynabo, PR 00970
One World Partners Limited 1,450,000 6.8%
Tremont House
4 Park Road
Hamilton, HM11 Bermuda
Jay T. Edwards 6,150 (c) *
301 NW 63rd, Suite 500
Oklahoma City, OK 73116
Alejandro G. Asmar 0 0
AGA Investment & Business Group
268 Munoz Rivera Avenue
Suite 1000
Hato Rey, PR 00918
Catherine Myers 20 *
301 NW 63rd, Suite 500
Oklahoma City, OK 73116
All officers and directors
as a group (4 persons) 9,249,978 (d) 43.0%
*Less than 1% of the common stock outstanding at December 31, 1996.
(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 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.
(d) 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.
AUTHORIZATION TO INCREASE COMMON STOCK
(Proposal One)
The Board of Directors has approved and recommends that the
stockholders of the Corporation approve an amendment to the
Corporation's Certificate of Incorporation for the purpose of increasing the
number of its authorized shares of Common Stock from 25,000,000 to
50,000,000 and to decrease the par value to $.005 per share.
The Board of Directors believes that the increase in the number of
authorized shares of Common Stock will increase the flexibility of the
Corporation for raising additional capital and future acquisitions.
The number of shares currently outstanding is 21,452,642 or
approximately 86% of the currently authorized shares. Upon an increase
of the authorized capital to 50,000,000 shares, current shareholders would
own approximately 43% of the authorized shares.
The affirmative vote of a majority of the outstanding Common
Stock entitled to vote on this proposal to amend the Corporation's
Certificate of Incorporation is required for approval of the proposal. The
Board of Directors recommends voting FOR this proposal to amend the
Certificate of Incorporation.
AUTHORIZATION OF REVERSE STOCK SPLIT
(Proposal Two)
The Board of Directors has approved and recommends that the
stockholders of the Corporation approve a one for five reverse stock split
of the Corporation's Common Stock and to increase or maintain the
authorized Common Stock at 50,000,000 shares, par value $0.005 per
share; provided, however, that the Corporation's Common Stock will be
accepted for listing on the Nasdaq National Market or the American Stock
Exchange. Accordingly, shareholders are being asked to approve the
reverse stock split and to authorize the Board of Directors to take the
necessary action to achieve the stock split and change or maintain
authorized Common Stock only if the Corporation's Common Stock is
listed on the Nasdaq National Market or the American Stock Exchange.
It is possible that the reverse stock split will not occur if the Corporation
is unable to list the Common Stock on a national market for reasons other
than pricing. The Corporation knows of no reason why its Common Stock
would not be accepted for listing and is currently in discussions with
officials of both the American Stock Exchange and Nasdaq. The
Corporation's Board of Directors will make the final determination as to
when and whether the Corporation will effect the reverse stock split.
The proposed reverse stock split would be achieved by amendment
to the Certificate of Incorporation to reclassify and change (without any
further act) the currently authorized 25,000,000 shares of Common Stock
par value of $0.01 to 5,000,000 shares of Common Stock par value $0.05.
The amendment to the Certificate of Incorporation would also provide for
an increase in the authorized Common Stock to 50,000,000 (post-split)
shares, par value $0.005 per share.
The purpose of the reverse stock split is to establish an appropriate
price in the public market for the Corporation's Common Stock in order to
meet certain listing requirements for the Common Stock being traded in a
meaningful market, such as the Nasdaq National Market or the American
Stock Exchange. On January 31, 1997, shares of the Corporation's
Common Stock were trading at $_______ per share, asked, as quoted by
the NASDAQ Electronic OTC Board.
If the reverse stock split is approved by the stockholders, the
Corporation will file an appropriate amendment to the Certificate of
Incorporation effecting such reverse stock split and establishing the
required number of shares of authorized Common Stock only upon a the
listing of the Common Stock and a decision by the Board of Directors to
do so. The stockholders of the Corporation will be given notice to
surrender their certificates of shares to American Stock Transfer, as
transfer agent for the Corporation, in order that new certificates (giving
effect to the reverse stock split) can be issued.
Any fractional shares to be issued will be rounded up the nearest
whole share by the stock transfer agent upon the reissuance of shares
surrendered.
IMPACT OF PROPOSALS ON SHARES OUTSTANDING
Currently, there are 21,452,642 shares of Common Stock issued and
outstanding and 989,365 shares reserved for issuance under certain
incentive option plans and outstanding warrants. If both Proposals are
approved and if the Corporation's Common Stock is accepted for listing,
the effect will be that the Corporation will have authorized Common Stock
of 50,000,000 shares, par value $0.005 per share, of which 4,290,528
shares would be issued and outstanding and 197,873 shares would be
reserved for issuance under incentive option plans and outstanding
warrants. If only Proposal One is adopted, 50,000,000 shares of Common
Stock, par value $0.005 per share, and the number of outstanding shares
would remain the same.
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick, LLP, 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 Special Meeting and will have the opportunity to
respond to appropriate questions and to make a statement if they so desire.
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.
By Order of the Board of Directors
Dennis D. Bradford
Chairman of the Board
Oklahoma City, Oklahoma
February ___, 1997
YOUR COOPERATION IN GIVING THIS MATTER YOUR IMMEDIATE
ATTENTION AND IN RETURNING YOUR PROXY PROMPTLY
WILL BE APPRECIATED
