-----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, UsAiVo3dEGq+QnqgmlDCiYpUho/I3fbEDzIpXWEr/Fh5ReqYue3RuUnKTLl2LwlU s8WKmnaqQyGSZiZ4+2tBbA== /in/edgar/work/20000824/0000914760-00-000237/0000914760-00-000237.txt : 20000922 0000914760-00-000237.hdr.sgml : 20000922 ACCESSION NUMBER: 0000914760-00-000237 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000823 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COACHMEN INDUSTRIES INC CENTRAL INDEX KEY: 0000021212 STANDARD INDUSTRIAL CLASSIFICATION: [3716 ] IRS NUMBER: 351101097 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-07160 FILM NUMBER: 709108 BUSINESS ADDRESS: STREET 1: 2831 DEXTER DR CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 2192620123 MAIL ADDRESS: STREET 1: 2831 DEXTER DR CITY: ELKHART STATE: IN ZIP: 46514 8-K 1 0001.txt AUGUST 23, 2000 PRESS RELEASE 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): August 23, 2000 ------------------ COACHMEN INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Indiana - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-7160 35-1101097 - ------------------------------------- --------------------------------------- (Commission File Number) (I.R.S. Employer Identification Number) 2831 Dexter Drive, Elkhart, Indiana 46514 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (219) 262-0123 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) ITEM 5. OTHER EVENTS. On August 23, 2000 the Company filed a press release announcing the signing of a contract to acquire Miller Building Systems, Inc. A copy of the press release is attached as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) EXHIBITS Exhibit Number Description ------ ----------- 99.1 August 23, 2000 Press Release announcing the signing of a contract to acquire Miller Building Systems, Inc. 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 hereunto duly authorized. COACHMEN INDUSTRIES, INC. By: /s/ Richard M. Lavers ------------------------------- Richard M. Lavers General Counsel & Secretary Dated: August 23, 2000 EX-99.1 2 0002.txt AUGUST 23, 2000 PRESS RELEASE COACHMEN INDUSTRIES TO ACQUIRE MILLER BUILDING SYSTEMS ELKHART, Ind., Aug. 23 /PRNewswire/ -- Coachmen Industries, Inc. (NYSE: COA - news), the nation's largest producer of modular housing and a leading full line producer of recreational vehicles, and Miller Building Systems, Inc. (OTC: MBSI - - news), one of the nation's premier manufacturers of commercial modular buildings, announced today that they have agreed that Coachmen will acquire all the outstanding common stock of Miller by tender of $8.40 in cash per share, plus an additional $.30 upon the satisfaction of certain conditions by Miller. This acquisition is another step forward in Coachmen Industries' strategic plan to leverage its core businesses and to expand its interests in modular construction. Miller, founded in 1982, specializes in commercial modular structures, just completed its 2000 fiscal year with record sales of $71 million. Much of Miller's growth is attributable to its leadership in modular structures for the telecommunications industry and its customers include Nextel, AT&T, Motorola, and Bell Atlantic. In addition to its participation in the rapidly growing telecom industry, Miller is also a leader in commercial modular structures serving a broad customer base. Miller operates from five manufacturing locations in the continental United States providing a broad reach in both telecommunications and commercial applications. Its unique lightweight, non-combustible modular structures position Miller to capture future growth in the education, assisted living and health care sectors. "This acquisition fits very well with our strategic growth plan and leverages our core competencies in recreational vehicle and modular manufacturing," said Claire C. Skinner, Chairman and CEO of Coachmen. "Our manufacturing and engineering processes are compatible, and the synergistic and expansion opportunities will benefit the combined entities going forward." "Joining Coachmen will enable Miller to continue its growth by expanding our commercial modular interests into new areas. Our Board of Directors unanimously approved this sale to Coachmen because of the growth opportunities, as well as Coachmen's financial strength, well established values and commitment to its customers and employees," noted Edward C. Craig, Miller's Chairman and CEO. Under the agreement, Miller's current management team will remain in place, as will the company's approximately 500 employees. "Miller, known for its quality and innovative products, has a proven, successful management team and a well trained, dedicated workforce," Skinner said. "Miller was named one of the 'America's Best 200 Small Companies' by Forbes magazine in 1999 which is a great combination with Coachmen's distinction as a member of Forbes Platinum 400 list. We are excited to have the Miller employees joining Coachmen and welcome their contributions toward achieving our strategic plan." This is the second expansion by Coachmen of the modular business this year. In June, Coachmen acquired all of the outstanding shares of Mod-U-Kraf, Inc., a modular home and special products manufacturer headquartered in of Rocky Mount, Virginia. 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, the implementation of its enterprise-wide software, the availability and pricing of gasoline, the Company's dependence on chassis suppliers, interest rates, competition, government regulations, legislation governing the relationships of the Company with its recreational vehicle dealers and other risks identified in the Company's SEC filings. -----END PRIVACY-ENHANCED MESSAGE-----