8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  December 22, 2008

COACHMEN INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

INDIANA	1-7160	35-1101097
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation or organization)		Identification No.)
423 North Main Street, Middlebury, Indiana		46540
(Address of Principal Executive Offices)		(Zip Code)
	(574) 825-5821
(Registrant’s telephone number,
including area code)
	N/A
(Former Name or Former Address,
if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

See Item 2.01 below.

ITEM 2.01.  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

    On December 26, 2008, the Registrant completed the sale of substantially all of the assets of its recreational vehicle manufacturing and sales business to Forest River, Inc. The closing consideration paid was approximately $40.0 million. Of the closing consideration, approximately $11.5 million was paid into two escrow accounts and is subject to reduction for indemnification and certain other claims. Proceeds were applied in accordance with the terms of the purchase agreement by $1.9 million to settle a contingent liability of approximately $11.0 million related to the Registrant’s bailment chassis pool with Ford Motor Company and by $2.0 million to purchase the required 5 year term of tail insurance.

In connection with closing of the sale of the RV business, Michael R. Terlep, Jr., the former President of the Registrant’s RV Group and a former member of the Registrant’s executive management committee, will be employed by Forest River, as of January 15, 2009.

With a portion of the proceeds of the consideration for the RV business, the Registrant paid the entire outstanding balance on its line of credit with Bank of America, leaving the Company with no indebtedness on its revolving line of credit. The Company and Bank of America are currently evaluating opportunities to restructure the current agreement to provide a facility tailored to the future operations of the Company.

On December 22, 2008, the Registrant sold 27 acres of real estate located in Middlebury, Indiana, along with the building and fixtures on the real estate, for $1.9 million. The site was a former manufacturing facility which had been vacant and placed up for sale in 2008.

ITEM 5.02.  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

See Item 2.01 above.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(a) Not applicable.

(b) The pro forma financial information required to be filed with this report is incorporated herein by reference to the Registrant’s definitive proxy statement filed with the SEC on December 8, 2008.

(c) Not applicable.

(d) Exhibit 99:  Press Release dated December 29, 2008.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COACHMEN INDUSTRIES, INC.

Date:	December 29, 2008	By:	/s/ Thomas P. Gehl
			Thomas P. Gehl, Secretary
			Printed Name and Title

EX-99

NEWS RELEASE

FOR IMMEDIATE RELEASE

COACHMEN INDUSTRIES, INC. COMPLETES SALE OF RV GROUP ASSETS

Middlebury, Ind., Dec. 29, 2008 –On December 26th, Coachmen closed on the sale of nearly all of the assets of the Recreation Vehicle business to Forest River, Inc. announced Rick Lavers CEO of Coachmen. The sale had been overwhelmingly approved by the Shareholders the previous week.

“While the housing markets remain under intense pressure Coachmen Industries, Inc. has substantially strengthened the financial stability of our Company with the completion of the sale of our RV group.  Our Company is restructured as a systems-built housing company with a growing specialty vehicle business.  Our headquarters will remain in Elkhart County.” concluded Lavers.

Coachmen Industries, Inc. is one of America's leading systems-built homes and commercial buildings, with prominent subsidiaries in each industry. Coachmen Industries, Inc. is a publicly held company with stock listed on the New York Stock Exchange (NYSE) under the ticker COA.

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, increased interest rates, uncertainties and timing with respect to sales resulting from recovery efforts in the Gulf Coast, uncertainties regarding the impact on sales of the disclosed restructuring steps, the ability of the company to generate taxable income in future years to utilize deferred tax assets and net operating loss carry-forwards available for use, the impact of performance on the valuation of intangible assets, price volatility of raw materials used in production,  availability of appropriate chassis for it’s bus operations, the availability and cost of real estate for residential housing, the supply of existing homes within the company's markets, the impact of home values on housing demand, the impact of sub-prime lending on the availability of credit for the broader housing market, the ability of the Company to perform in new market segments where it has limited experience, adverse weather conditions affecting home deliveries, competition, government regulations,  legislation governing the relationships of the Company with its recreational vehicle dealers, dependence on significant customers within certain product types, consumer confidence, uncertainties of matters in litigation, current litigation relating to the Company's use of components containing formaldehyde in its products, further developments in the war on terrorism and related international crises, oil supplies, and other risks identified in the Company's SEC filings.

For more information:

Thomas Gehl	- or -	Colleen Zuhl
Secretary and Director of Investor Relations		Chief Financial Officer
574-825-8776

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