-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MyGQr+91SeZUzg1Xr+Hs+IfFLjpOEkkbeoBhNz2/zqNhDJ0qLa1jSXvjVx0h819m Qwpr/rQG67vlpI/3qfBXCg== 0000914760-96-000255.txt : 19961118 0000914760-96-000255.hdr.sgml : 19961118 ACCESSION NUMBER: 0000914760-96-000255 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-14579 FILED AS OF DATE: 19961113 EFFECTIVENESS DATE: 19961113 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COACHMEN INDUSTRIES INC CENTRAL INDEX KEY: 0000021212 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 351101097 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-16097 FILM NUMBER: 96662925 BUSINESS ADDRESS: STREET 1: 601 E BEARDSLEY AVE STREET 2: P O BOX 3300 CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 2192620123 MAIL ADDRESS: STREET 1: 601 E BEARDSLEY AVE CITY: ELKHART STATE: IN ZIP: 46515 S-3MEF 1 As filed with the Securities and Exchange Commission on November 14, 1996 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________ COACHMEN INDUSTRIES, INC. (Exact name of registrant as specified in its charter) INDIANA 35-1101097 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 601 EAST BEARDSLEY AVENUE ELKHART, INDIANA 46514 (219) 262-0123 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) GARY L. GROOM EXECUTIVE VICE PRESIDENT, FINANCE AND SECRETARY COACHMEN INDUSTRIES, INC. 601 EAST BEARDSLEY AVENUE ELKHART, INDIANA 46514 (219) 262-0123 (Name, address, including zip code, and telephone number, including area code, of agent for service) ___________________________ COPY TO: JOHN H. MCDERMOTT JONATHAN K. LAYNE WILLIAM J. QUINLAN, JR. GIBSON, DUNN & CRUTCHER LLP MCDERMOTT, WILL & EMERY 333 SOUTH GRAND AVENUE 227 WEST MONROE STREET LOS ANGELES, CALIFORNIA 90071 CHICAGO, ILLINOIS 60606-5096 (213) 229-7000 (312) 372-2000 ___________________________ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. ___________________________ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. /__/ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /__/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-14579 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /__/_______ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. /__/ __________________________ CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed offering maximum Title of each class of Amount price aggregate Amount of securities to be to be per offering registration registered registered unit(1) price fee Common Stock, without par value(2) . . . . 345,000 shares(3) $24.50 $8,452,500.00 $2,562 (1) Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, based on the average of the high and low sales price of a share of Common Stock of the Registrant on the New York Stock Exchange as reported in the consolidated reporting system on November 13, 1996. (2) There are also being registered hereunder an equal number of common share purchase rights, which are currently attached to and transferable only with the shares of Common Stock registered hereby. (3) Includes up to 45,000 shares which may be purchased by the Underwriters to cover over-allotments, if any. EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (Registration No. 333-14579) filed by Coachmen Industries, Inc. with the Securities and Exchange Commission on October 22, 1996, which was declared effective on November 13, 1996, are incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Elkhart, Indiana on November 13, 1996. COACHMEN INDUSTRIES, INC. By: /s/ Thomas H. Corson Thomas H. Corson Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas H. Corson and Gary L. Groom and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or officer of Coachmen Industries, Inc.) to sign any or all amendments (including post- effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on November 13, 1996. Signature Title /s/ Thomas H. Corson Chairman of the Board, Chief Thomas H. Corson Executive Officer and Director (Principal Executive Officer) /s/ Gary L. Groom Executive Vice President, Gary L. Groom Finance, Secretary and Director (Chief Financial Officer) /s/ William M. Angelo Chief Accounting Officer William M. Angelo /s/ Philip C. Barker Director Philip C. Barker /s/ Keith D. Corson Director Keith D. Corson /s/ R. James Harring Director R. James Harring /s/ Philip G. Lux Director Philip G. Lux /s/ William P. Johnson Director William P. Johnson /s/ William G. Milliken Director William G. Milliken /s/ Claire C. Skinner Director Claire C. Skinner EXHIBIT INDEX Exhibit Number Description of Exhibit 1 Form of Underwriting Agreement (incorporated by reference to Exhibit 1 to Form S-3 Registration Statement No. 333-14579) 4.1 Articles of Incorporation of the Company, as amended on May 30, 1995 (incorporated by reference to Exhibit 3(i) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995) 4.2 Articles of Amendment to the Company's Articles of Incorporation 4.3 By-Laws of the Company (incorporated by reference to Exhibit 3(ii) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995) 4.4 Shareholder Rights Plan (incorporated by reference to the Company's Registration Statement on Form 8-A) 5 Opinion of McDermott, Will & Emery 23(a) Consent of McDermott, Will & Emery (included as part of Exhibit 5) 23(b) Consent of Coopers & Lybrand L.L.P. 24 Powers of Attorney (included on signature page of the Registration Statement)
EX-5 2 EXHIBIT 5 McDERMOTT, WILL & EMERY 227 West Monroe Street Chicago, Illinois 60606 November 13, 1996 Coachmen Industries, Inc. 601 East Beardsley Avenue Elkhart, Indiana 46514 Ladies and Gentlemen: You have requested our opinion in connection with the Registration Statement on Form S-3 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") by Coachmen Industries, Inc. (the "Company") under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement relates to the sale of 300,000 shares of the Common Stock, without par value, plus up to an additional 45,000 shares of Common Stock granted to the underwriters by the Company to cover over- allotments (the "Shares") to be issued and sold by the Company. In arriving at the opinion expressed below, we have examined the Registration Statement and such other documents as we have deemed necessary to enable us to express the opinion hereinafter set forth. In addition, we have examined and relied, to the extent we deem proper, on certificates of officers of the Company as to factual matters, and on the originals or copies certified or otherwise identified to our satisfaction, of all such corporate records of the Company and such other instruments and certificates of public officials and other persons as we have deemed appropriate. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, the genuineness of all signatures on documents reviewed by us and the legal capacity of natural persons. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms and conditions set forth in the underwriting agreement which is an exhibit to the Registration Statement, will be validly issued, fully paid and non-assessable. We hereby consent to the references to our firm under the caption "Legal Matters" in the Registration Statement and to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder. Very truly yours, /s/ McDermott, Will & Emery McDermott, Will & Emery EX-23.(B) 3 Exhibit 23(b) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in this registration statement of Coachmen Industries, Inc. on Form S-3 of our report dated January 26, 1996, except as to the information presented in Note 13 for which the date is July 17, 1996, on our audit of the consolidated financial statements if Coachmen Industries, Inc. and subsidiaries as of December 31, 1994 and 1995, and for each of the three years in the period ended December 31, 1995. In addition, we consent to the incorporation by reference in this registration statement of our report dated January 26, 1996, on our audit of the financial statement schedule of Coachmen Industries, Inc. and subsidiaries for each of the three years in the period ended December 31, 1995, which report is included in the Annual Report on Form 10-K of Coachmen Industries, Inc. for the year ended December 31, 1995. We also consent to the reference to our firm under the caption "Experts." COOPERS & LYBRAND L.L.P. South Bend, Indiana November 13, 1996 -----END PRIVACY-ENHANCED MESSAGE-----