8-K

                       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) January 4, 2000


                           COACHMEN INDUSTRIES, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)


    Indiana                         1-7160                      35-1101097
    -------                         ------                      ----------
(State or other              (Commission File Number)        (IRS Employer
jurisdiction of                                            Identification No.)
incorporation)


2831 Dexter Drive, Elkhart, Indiana                                 46514
- --------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip code)


(Registrant's telephone number, including area code)       219-262-0123
                                                           ------------











Item 5.  Other Events.

         On October 21, 1999,  the Board of  Directors  of Coachmen  Industries,
Inc.  (the  "Company")  adopted a  Stockholder  Rights  Agreement to replace the
current  Stockholder  Rights Agreement that will expire on February 15, 2000. On
January 4, 2000,  the Board of Directors of the Company  designated  January 12,
2000  as the  Record  Date  for  distribution  of  Rights  under  the  successor
Stockholder Rights Agreement.

         The Company will distribute by dividend one common share purchase right
(each a "Right") on each  outstanding  common  share,  without par value (each a
"Common Share"),  of the Company.  The distribution will be made to shareholders
of-record on January 12, 2000 (the "Record Date").  The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights  Agreement") between
the Company and First  Chicago  Trust  Company of New York, as Rights Agent (the
"Rights  Agent").  Except  as set forth  below,  each  Right  will  entitle  the
registered  holder  thereof to purchase from the Company one Common Share,  at a
purchase  price  of  $75.00  per  share  (the  "Purchase  Price"),   subject  to
anti-dilutive adjustments described below.

         The Rights will be  represented  by the Common Share  certificates  and
will not be exercisable or  transferable  apart from the Common Shares until the
earlier to occur of (i) ten days following a public  announcement  that a person
or group of persons (an "Acquiring Person") has acquired,  or obtained the right
to acquire, beneficial ownership of 20% or more of the outstanding Common Shares
(the  "Share  Acquisition  Date")  or  (ii)  ten  business  days  following  the
commencement  of (or  announcement  of an  intention  to make) a tender offer or
exchange offer if, upon consummation  thereof, such person or group would be the
beneficial owner of 20% or more of the outstanding Common Shares (the earlier of
such dates being called the  "Separation  Date").  Until the Separation Date (or
earlier  redemption,  exchange or  expiration  of the Rights),  new Common Share
certificates  issued  after the Record  Date upon  transfer  or new  issuance of
Common  Shares will  contain a notation  incorporating  the Rights  Agreement by
reference.  As soon as  practicable  following  the  Separation  Date,  separate
certificates evidencing the Rights (the "Rights Certificates") will be mailed to
holders  of record of the  Common  Shares  as of the  close of  business  on the
Separation  Date.  From and after  the  Separation  Date,  the  separate  Rights
Certificates alone will evidence the Rights. The Rights will expire at the close
of business on February 1, 2010 (the "Final  Expiration  Date")  unless  earlier
redeemed or exchanged by the Company as described below.

         In the event that any person or group of persons  becomes an  Acquiring
Person,  each holder of a Right (other than the Acquiring  Person,  whose Rights
will become null and void) will thereafter  have the right to receive,  upon the
exercise  thereof at the then current  Purchase Price, a number of Common Shares
which at the time of such transaction would have a market value of two times the
current Purchase Price.

         In the event that the Company is acquired in a merger or other business
combination transaction or more than 50% of its assets or earning power is sold,
each  holder of a Right  (other than the  Acquiring  Person,  whose  Rights will





become  null and  void)  will  thereafter  have the right to  receive,  upon the
exercise  thereof at the then current  Purchase Price, a number of common shares
of the  acquiring  company  which at the time of such  transaction  would have a
market value of two times such Purchase Price.

         At any time  after a person or group of  persons  become  an  Acquiring
Person,  the Board of Directors  of the Company may  exchange the Rights  (other
than the Rights owned by the Acquiring Person, which will become null and void),
in whole or in part, at an exchange ratio of one Common Share per Right (subject
to adjustment).

         At any time  prior  to a  person  or a group  of  persons  becoming  an
Acquiring Person, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the  "Redemption  Price").
The  redemption of the Rights may be made  effective at such time, on such basis
and with such  conditions as the Board of Directors in its sole  discretion  may
establish.  Immediately  upon the  effectiveness  of the  action of the Board of
Directors  of the Company  ordering  redemption  of the Rights,  the Rights will
terminate  and the only right of the  holders of Rights  will be to receive  the
Redemption Price.

         The Purchase  Price  payable,  and the number of Common Shares or other
securities or property  issuable,  upon  exercise of the Rights,  are subject to
adjustment  from time to time to  prevent  dilution  (i) in the event of a stock
dividend on, or a subdivision,  combination or  reclassification  of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for Common Shares or  convertible  securities at less than
the current market price of the Common Shares, or (iii) upon the distribution to
holders of the Common Shares of evidences of indebtedness  or assets  (excluding
regular  quarterly cash dividends) or of subscription  rights or warrants (other
than those referred to above).

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.

         Prior to the time any person or group of persons  becomes an  Acquiring
Person,  the Company may amend the Rights  Agreement  in any manner  without the
approval  of the  holders of Rights.  Following  the time any person or group of
persons becomes an Acquiring Person,  the Company may amend the Rights Agreement
without  the  approval  of the  holders  of Rights in any  manner  that does not
adversely affect the interests of the holders of Rights.

         A copy of the Rights  Agreement has been filed with the  Securities and
Exchange  Commission  as an Exhibit to a  Registration  Statement on Form 8-A. A
copy of the Rights  Agreement  is  available  free of charge  from the  Company,
Financial  Department,  P.O.  Box 3300,  Elkhart,  Indiana  46515.  This summary
description  of the Rights does not purport to be complete  and is  qualified in
its entirety by reference to the Rights Agreement,  which is incorporated herein
by reference.

                                     * * *




         Also, on October 28, 1999, the Company issued a press release  covering
its  earnings  for the third  quarter  of 1999.  A copy of the press  release is
attached as Exhibit 99.1.


Item 7.  Financial Statements and Exhibits.

(c) Exhibits.

       (99.1)  Press Release of Coachmen Industries, Inc. dated October 4, 1999.


SIGNATURES

     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 thereunto duly authorized.


                                            COACHMEN INDUSTRIES, INC.



Date:  January 5, 2000                       /s/ Linda Wolfe
                                            ------------------------------
                                            Name:    Linda Wolfe
                                            Title:   Assistant Secretary





                                  EXHIBIT INDEX

EXHIBIT
NUMBER            DESCRIPTION                                          PAGE NO.
- ------            -----------                                          --------


   99.1           Press Release dated October 28, 1999                      1

EX-99.1

COACHMEN INDUSTRIES, INC. ANNOUNCES CONTINUING RECORD SALES


ELKHART,  Ind., Oct. 28 /PRNewswire/ -- Coachmen Industries,  Inc., (NYSE: COA -
news) today  announced  record  third  quarter  sales of $226.1  million,  which
represents an 11.6 percent  increase  over the previous  record set in the third
quarter of 1998 of $202.6 million in sales.  Record sales of $640.3 million were
also recorded for the first nine months of 1999.  This represents a 10.5 percent
increase over sales of $579.3 million in the comparable period of 1998.

Diluted per share  earnings were 58 cents for the quarter,  compared to 59 cents
in the comparable period in 1998. Diluted earnings per share for the nine months
were  $1.59,  a 7.4  percent  increase  over the $1.48  per share  earned in the
comparable period in 1998. Total net income for the quarter was $9.5 million,  a
6.5 percent  decrease from 1998 third quarter income of $10.2  million.  Year to
date, net income was $26.4 million,  a 2.3 percent increase as compared to $25.8
million for the same period in 1998.

"Third  quarter  profits,  as  anticipated,   were  impacted  by  the  Company's
investment in new  enterprise-wide  technology and operating  systems at four of
our divisions,  largely due to implementation related costs and inefficiencies,"
commented  Chairman and CEO Claire C.  Skinner.  "However,  consistent  with our
expectations,  progress was made  throughout the third quarter,  and many of the
implementation  issues have been  addressed.  Based on this  progress  and other
continuing  improvements,  we expect to conclude the fourth quarter and the year
once again setting new records for the Company," Skinner said.

The Company is also  continuing  its ongoing  activities to enhance  shareholder
value and  increase  market  share in its two core  businesses  --  recreational
vehicles and modular housing. Nearly one million shares of its common stock have
been  repurchased  pursuant to a prior  authorization,  and at its October  21st
meeting, the Board of Directors authorized an additional repurchase of up to one
million  shares.  The Board of  Directors  also  decided to amend and extend the
corporation's  Shareholder  Rights  Plan until  2010.  The size of the Board was
increased with the appointment of two new outside  directors,  Donald W. Hudler,
retired  President  and Chairman of Saturn  Corporation,  and Geoffrey B. Bloom,
Chairman of the Board and CEO of Wolverine  World Wide,  Inc.  And,  following a
lengthy national search, James E. Jack has joined the Coachmen senior management
team as new Executive Vice President and Chief Financial Officer.

The new Class A motorhome  plant that began  production  in May is now operating
slightly  ahead of  schedule,  which  will  enable  the  Company  to fully  take
advantage of the growing  diesel-powered  motorhome market and its heavy backlog
of the diesel  Sportscoach and Santara orders.  Dealer and retail  acceptance of
the 2000 model year products continues to be very strong.  Coachmen RV was named
the official  recreational vehicle for Walt Disney World's Ft. Wilderness Resort
and Campground and Disney's Wide World of Sports  complex,  through an important
new strategic marketing  alliance.  And, to continue its market dominance in the






modular  housing  industry,  a major  expansion  has been approved for the North
Carolina  division of "All  American  Homes," and studies are underway for a new
satellite plant for the Iowa division.

Economic factors including consumer confidence and demographics remain favorable
for both the  recreational  vehicle  and  modular  housing  industries,  and the
Company  anticipates  continued  positive  results  from  its  core  businesses.
Coachmen is uniquely positioned to meet the broad range of consumer  preferences
because it produces every recreational  vehicle product type, both motorized and
towable.  The Coachmen RV brand name is the number one seller in six of the nine
U.S. regions defined by the Recreational  Vehicle  Industry  Association.  Other
Coachmen  Industries,  Inc.  recreational  vehicle companies include Georgie Boy
Manufacturing, Inc., Viking Recreational Vehicle Company, Shasta Industries, and
Coachmen Automotive. Now in its 35th year, Coachmen Industries, Inc. is also the
nation's largest  manufacturer of modular housing under the "All American Homes"
brand name. Unlike the manufactured  housing industry,  Coachmen's modular homes
are built to local codes versus the HUD codes,  and therefore are not subject to
the strict zoning limitations of manufactured  homes, and virtually all sales of
the  company's  modular  homes are  pre-sold  to retail  owners,  so neither the
Company nor its builder partners carry unsold inventory.

This  release  contains  forward-looking  statements  within the  meaning of the
Private  Securities  Litigation  Reform Act of 1995,  including  statements with
respect to the  start-up  costs of the new Class A  production  facility and the
implementation  of the new  enterprise-wide  technology  systems.  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,   the
availability  of  gasoline,  the  Company's  dependence  on  chassis  suppliers,
interest rates, competition,  government regulations, and other risks identified
in the Company's SEC filings.