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):  February 26, 2009

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.)
2831 Dexter Drive, Elkhart, Indiana		46514
(Address of Principal Executive Offices)		(Zip Code)
	(574) 266-2500
(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

On February 26, 2009, Coachmen Industries, Inc. (the “Company”) entered into an agreement with Forest River, Inc. (“Forest River”) with respect to certain financial obligations under the Asset Purchase Agreement of November 20, 2008 between the Company and Forest River (the “Agreement”).

To reduce the Company's immediate payment obligations to Forest River under the Agreement and to minimize the effect on the Company's liquidity, Forest River has agreed to accept a fully collateralized short term note from the Company (the “Note”) that will allow the Company to pay these obligations over time.  The Note will be paid from on-going operations and the continuing collection of receivables, as well as through other available funding sources, and will be paid in full by the Company on or before March 27, 2009.  As of March 2, 2009, the outstanding balance on the Note is $2,318,127.37.

Notwithstanding the execution of the Note and the resulting favorable impact on the Company's liquidity, the Company continues to pursue a long-term relationship with a financial institution.

Item 9.01 FINANCIAL STAEMENTS AND EXHIBITS

(d)                 The following exhibit is furnished as a part of this Report:

10.1 Promissory Note dated February 26, 2009 in the original principal amount of $2,719,454.29, by Coachmen Industries, Inc. and its subsidiaries as makers and endorsers, payable to Forest River, Inc., on or before March 27, 2009

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:	March 3, 2009	By:	/s/ James T. Holden
			James T. Holden, Secretary
			Printed Name and Title

EX-10.1

PROMISSORY NOTE

$2,719,454.29 Due Date: March 27, 2009

For value received, the undersigned, jointly and severally, promise to pay to the order of Forest River, Inc. the sum of Two Million Seven Hundred Nineteen Thousand Four Hundred Fifty-four and 29/100 Dollars ($2,719,454.29) at 55470 County Road 1, Elkhart, Indiana 46514 or at such other place as the holder hereof may direct in writing, with interest on the unpaid balance at the rate of Ten Percent (10%) per annum from February 19, 2009 until paid, with attorney's fees and costs of collection, and without relief from valuation and appraisement laws. Payment of principal and interest is to be made in full on or before March 27, 2009. This note may be prepaid in full or in part at any time. In the event of default in payment on the due date, the entire unpaid balance of principal and interest shall become due and payable immediately, without notice, at the election of the holder hereof.

The makers and endorsers, jointly and severally, waive demand, presentment, protest, notice of protest and notice of payment or dishonor of this note, and each of them consents to extensions of the time of payment of this note without notice. No delay or omission on the part of the holder hereof in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the holder hereof of any right or remedy shall preclude other or further exercise thereof or of any other right or remedy. The makers and endorsers waive all defenses that may be available to guarantors, sureties or accommodation parties of any kind. The failure to execute and have perfected or filed any security agreement or mortgage referred to in the next paragraph shall not be a defense to the enforcement of this note.

This note, and any extensions or renewals hereof, is secured by a Security Agreement, dated this same date, and mortgages, dated this same date or subsequently, and executed in favor of and delivered to Forest River, Inc. to which reference is made for other rights as to prepayment and acceleration.

This note is given to further evidence and collateralize the obligation, pursuant to an Asset Purchase Agreement dated November 20, 2008, to repurchase from Forest River, Inc. the accounts receivable that are uncollected and/or unremitted. A default in the payment of this note shall be a default under the Asset Purchase Agreement. This note is not a novation of the Asset Purchase Agreement; and the Asset Purchase Agreement remains in full force and effect and is hereby ratified by the undersigned. Acceptance of this note by Forest River, Inc. does not waive any rights or remedies of Forest River, Inc. The undersigned acknowledged having received and/or benefited, directly or indirectly, from the, accounts receivable that are unremitted or uncollected.

Signed and delivered at Elkhart, Indiana, this 25th day of February, 2009.

CONSOLIDATED LEISURE INDUSTRIES,		COACHMEN RECREATIONAL VEHICLE
LLC		COMPANY, LLC
BY:	/s/ Richard Lavers	BY:	/s/ Richard Lavers
Richard Lavers, duly authorized agent		Richard Lavers, duly authorized agent

COACHMEN RECREATIONAL VEHICLE		VIKING RECREATIONAL VEHICLE
COMPANY OF GEORGIA, LLC		COMPANY, LLC
BY:	/s/ Richard Lavers	BY:	/s/ Richard Lavers
Richard Lavers, duly authorized agent		Richard Lavers, duly authorized agent

COACHMEN RV GROUP WEST COAST		MICHIANA EASY LIVIN’ COUNTRY, LLC
REGIONAL OPERATIONS CENTER, LLC
BY:	/s/ Richard Lavers	BY:	/s/ Richard Lavers
Richard Lavers, duly authorized agent		Richard Lavers, duly authorized agent

COACHMEN INDUSTRIES, INC.		COACHMEN OPERATIONS, INC.
BY:	/s/ Richard Lavers	BY:	/s/ Richard Lavers
Richard Lavers, duly authorized agent		Richard Lavers, duly authorized agent

CONSOLIDATED BUILDING INDUSTRIES,		ALL AMERICAN BUILDING SYSTEMS,
LLC		LLC
BY:	/s/ Richard Lavers	BY:	/s/ Richard Lavers
Richard Lavers, duly authorized agent		Richard Lavers, duly authorized agent

ALL AMERICAN HOMES, LLC		ALL AMERICAN HOMES OF COLORADO,
		LLC
BY:	/s/ Richard Lavers	BY:	/s/ Richard Lavers
Richard Lavers, duly authorized agent		Richard Lavers, duly authorized agent

ALL AMERICAN HOMES OF INDIANA,		ALL AMERICAN HOMES OF OHIO, LLC
LLC
BY:	/s/ Richard Lavers	BY:	/s/ Richard Lavers
Richard Lavers, duly authorized agent		Richard Lavers, duly authorized agent

ALL AMERICAN HOMES OF IOWA, LLC		ALL AMERICAN HOMES OF NORTH
		CAROLINA, LLC
BY:	/s/ Richard Lavers	BY:	/s/ Richard Lavers
Richard Lavers, duly authorized agent		Richard Lavers, duly authorized agent

MOD-U-KRAF HOMES, LLC		CONSOLIDATED BUSINESS
		DEVELOPMENT, LLC
BY:	/s/ Richard Lavers	BY:	/s/ Richard Lavers
Richard Lavers, duly authorized agent		Richard Lavers, duly authorized agent

COACHMEN TECHNOLOGY SERVICES,		COACHMEN ADMINISTRATIVE
LLC		SERVICES, INC.
BY:	/s/ Richard Lavers	BY:	/s/ Richard Lavers
Richard Lavers, duly authorized agent		Richard Lavers, duly authorized agent

COA FINANCIAL SERVICES, INC.		COA FINANCE COMPANY, LTD
BY:	/s/ Richard Lavers	BY:	/s/ Richard Lavers
Richard Lavers, duly authorized agent		Richard Lavers, duly authorized agent

COACHMEN PROPERTIES, INC.		ROVER INDUSTRIES, INC.
BY:	/s/ Richard Lavers	BY:	/s/ Richard Lavers
Richard Lavers, duly authorized agent		Richard Lavers, duly authorized agent