-----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, FdywgnZkEUyzXC3gcMCWCr36OA5t5ORFeijcLHuLZVUTuSRjZynuD2751z3nz1rM wd44AngQWVob2PsOYn239A== 0000914760-01-000027.txt : 20010223 0000914760-01-000027.hdr.sgml : 20010223 ACCESSION NUMBER: 0000914760-01-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010201 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010214 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: 8-K SEC ACT: SEC FILE NUMBER: 001-07160 FILM NUMBER: 1541550 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 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 1, 2001 ----------------- 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 February 1, 2001 the Company modified their By-Laws, a copy of which is attached as Exhibit 3.3 to this Form 8-K and incorporated herein by reference. On February 9, 2001 the Company filed a press release announcing final results for 2000 including non-recurring special charges and the third major acquisition in past nine months. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) EXHIBITS Exhibit Number Description ------ ----------- 3.3 By-Laws of Coachmen Industries, Inc. (as modified through February 1, 2001. 99.1 February 9, 2001 Press Release announcing final results for 2000 and third major acquisition in past nine months 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: February 12, 2001 EX-3.3 2 0002.txt BY-LAWS OF COACHMEN INDUSTRIES, INC. (2/1/2001) BY-LAWS OF COACHMEN INDUSTRIES, INC. (as modified through February 1, 2001) ARTICLE I --------- OFFICES Principal Offices. The principal office of the Corporation shall be in the City of Elkhart, Indiana, and the Corporation may have such other offices, either within or without the State of Indiana, as it may require from time-to-time. ARTICLE II ---------- SHAREHOLDERS Section 2.1 - Place of Meetings. All meetings of the shareholders for the election of Directors shall be held at the offices of the Corporation in the City of Elkhart, State of Indiana, or elsewhere as the Board of Directors may designate. Meetings of shareholders for any purpose may be held at such place as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof. Section 2.2 - Annual Meetings. An annual meeting of the shareholders, commencing with the year 1983, shall be held at 10:00 a.m. on the fifth Thursday after the end of the first quarter, but if a legal holiday, then on the next secular day following, or at such other time as the Board of Directors shall determine, at which they shall elect a Board of Directors and transact such other business as may properly be brought before such meeting. Section 2.3 - Special Meetings. Special meetings of the shareholders may be called by the Chairman, or by a majority of the Board of Directors. Section 2.4 - Shareholders Suits. From and after the adoption of this Section 2.4, as a condition precedent to any shareholder in a representative capacity bringing any action or suit against the Corporation or its directors or officers, or any of them or any combination thereof (in their respective capacities), including but not limited to allegations of securities irregularities or fraud, the shareholder must enter into a written agreement with the Corporation providing that the prevailing party(ies) shall be reimbursed by the adverse party(ies) for its/his/their reasonable attorney's fees, court costs and other expenses of litigation incurred in connection with the action or suit. Section 2.5 - Notice of Meetings. Written or printed notice stating the place, day, and hour of the meeting of shareholders, and in case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten days nor more than sixty days before the meeting, 1 either personally or by mail, by or at the direction of the Chairman, the President, or the Secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. No business may be transacted at a special meeting other than that described in the notice thereof. Section 2.6 - Shareholders Entitled to Vote. The Board of Directors may fix a date as the record date in order to determine the shareholders entitled to notice of a shareholders meeting, to demand a special meeting, to vote, or to take any other action, such date in any case to be not more than seventy days before the meeting or action requiring a determination of shareholders. Section 2.7 - Voting Lists. The officer or agent who has charge of the transfer books for shares of the Corporation shall make, at least five business days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period beginning five business days prior to such meeting and continuing through the meeting, shall be kept on file at the principal office of the Corporation and shall be subject to inspection of any shareholder in accordance with applicable law during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this state shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer books or to vote at any meeting of shareholders. Failure to comply with the requirements of this Section 2.7 shall not affect the validity of any action taken at a shareholders' meeting. Section 2.8 - Quorum. A majority of the outstanding shares of the Corporation entitled to vote at any meeting, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, provided that if less than such quorum is present, the meeting may be adjourned, in accordance with Section 2.10 of this Article, until a quorum is present. Section 2.9 - Manner of Acting. Every decision (other than the election of Directors) with respect to which the votes cast in favor exceed the votes cast in opposition shall be approved as a corporate act unless a larger affirmative vote is required by statute, the Articles of Incorporation of the Corporation, these by-laws, or the Board of Directors. Directors are elected by a plurality of the votes cast by shares entitled to vote in the election at a meeting at which a quorum is present, unless otherwise provided in the Articles of Incorporation of the Corporation. Section 2.10 - Adjournment. If an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice thereof need not be given if the new time, date, or place is announced at the meeting before the 2 adjournment. A new record date need not be set if the adjournment is within one hundred twenty days of the original meeting date. Section 2.11 - Proxies. At all meetings of shareholders, a shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Section 2.12 - Voting of Shares. At every such meeting, each shareholder shall be entitled to cast one vote in person or proxy for each voting share of stock held in his name upon each matter submitted to vote. Shares of its own stock belonging to this Corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time. Section 2.13 - Voting of Shares by Certain Holders. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the Board of Directors of such corporation may appoint or as the by-laws of such corporation may prescribe. Shares standing in the name of a deceased person, a minor ward, or an incompetent person may be voted by his administrator, executor, court appointed guardian or conservator, either in person or by proxy without a transfer of such shares into the name of such administrator, executor, court appointed guardian or conservator. Shares standing in the name of a trustee may be voted by him, either in person or by proxy. Shares standing in the name of a receiver or trustee in bankruptcy may be voted by such receiver or trustee in bankruptcy, and shares held by or under the control of a receiver or trustee in bankruptcy may be voted by such receiver or trustee in bankruptcy without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver or trustee in bankruptcy was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote shares so transferred. Section 2.14 - Voting by Ballot. Voting on any question may be viva voce unless the presiding officer shall order that voting be by written ballot, and except that voting in elections shall be by written ballot, if a shareholder so requests. Section 2.15 - Notice of Director Nominations and Shareholder Proposals 3 (a) Nominations for the election of Directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of Directors. Nominations by stockholders shall be made by notice in writing, either delivered to the Secretary of the Corporation, or mailed to the Secretary of the Corporation by first-class United States mail, postage prepaid, and in either case received by the Secretary of the Corporation not less than sixty days prior to the month and day of the anniversary of the last meeting of the stockholders called for the election of Directors. Notice of nominations which are proposed by the Board of Directors shall be given to the Secretary by the Chairman on behalf of the Board, by any reasonable means before the mailing of the proxy statement. (b) Each notice under subsection (a) must contain certain information about each proposed nominee, including his age, business and residence addresses, principal occupation, the number of shares of Common Stock beneficially owned by him, and such other information as would be required to be included in a proxy statement soliciting proxies for the election of such proposed nominee. (c) Stockholders wishing to bring a proposal before a meeting of stockholders, whether or not it is to be included in a proxy statement, must submit it to the Secretary of the Corporation in writing, either delivered to the Secretary of the Corporation or mailed to the Secretary of the Corporation by first class United States mail, postage prepaid, and in either case received by the Secretary of the Corporation not less than sixty days prior to the month and day of the anniversary of the mailing of the prior year's proxy statement, together with identification and address of the proposing stockholder and such other information as would be required to determine the appropriateness of including the proposal in a proxy statement. The Secretary, in conjunction with the Chairman and such professional advisors as they deem necessary, shall determine whether and in what form to include the stockholder proposal in proxy materials. (d) If the Chairman of the meeting of stockholders determines that a nomination or a proposal was not made in accordance with the foregoing procedures, such nomination is void and such proposal shall not be submitted for consideration at the meeting. ARTICLE III ----------- DIRECTORS Section 3.1 - General Powers. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors. 4 Section 3.2 - Number, Tenure, and Qualifications. The number of Directors of the Corporation shall be not less than seven nor more than ten, the exact number of Directors to be determined from time-to-time by resolution of the Board of Directors. Each Director shall hold office until the next annual meeting of shareholders or until his successor shall have been elected and qualified. Directors need not be residents of Indiana or shareholders of the Corporation. No person shall be eligible for election of the Board of Directors who will have attained the full age of seventy-five years prior to the beginning of the term for which said person is to serve as a Director. Directors may be removed in any manner provided in the Articles of Incorporation of the Corporation. In addition, unless the Articles of Incorporation of the Corporation provide otherwise, a Director may be removed with or without cause by the shareholders or Directors in the manner provided by statute or the Articles of Incorporation of the Corporation. Section 3.3 - Committees. The Board of Directors, by resolution adopted by a majority of Directors, may create one or more committees and appoint members of the Board to serve on the committee or committees. Each committee shall have one or more members, who serve at the pleasure of the Board. To the extent specified by the Board of Directors or in the Articles of Incorporation or these by-laws, each committee may exercise the authority of the Board of Directors under the Indiana Business Corporation Law, provided, however, a committee may not: (1) authorize distributions, except a committee may authorize or approve a reacquisition of shares if done according to a formula or method prescribed by the Board of Directors; (2) approve or propose to shareholders action that requires shareholders' approval under the Indiana Business Corporation Law; (3) fill vacancies on the Board of Directors or on any of its committees; (4) amend the Articles of Incorporation of this Corporation; (5) adopt, amend, or repeal these by-laws; or (6) approve a plan of merger not requiring shareholder approval. Section 3.4 - Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this by-law, immediately after, and at the same place as the annual meeting of shareholders. If such meeting is not held as above provided, the election of officers may be held at any subsequent meeting of the Board of Directors specifically called in the manner hereinafter provided. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Indiana, for the holding of additional regular meetings without other notice than such resolution. Section 3.5 - Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman or any three Directors. The person or persons authorized to call special meetings of the 5 Board of Directors may fix any place, either within or without the State of Indiana, as the place for holding any special meeting of the Board of Directors called by them. Section 3.6 - Notice Notice of any special meeting of Directors shall be given to be effective at least three (3) days prior to the meeting. Notice shall include the date, time and place of the meeting, but need not describe the purpose of the meeting, except as may be otherwise required in these Bylaws or the Articles of Incorporation. Written notice of any special meeting of Directors shall be given as follows: by mail (which includes U.S. mail and private carrier service); or, by electronic mail or facsimile to an address or number provided by the Director(s) for such purposes; or, by personal delivery, telegram, teletype or other form of wire or wireless communication; in all cases, to each Director at his/her business address, or, in the event delivery is to be made on a Saturday, Sunday, or legal holiday, then to the resident address of each Director. Written notice is effective at the earliest of the following: when received; five (5) days after the date of mailing, as evidenced by the postmark or private carrier receipt, if correctly addressed to the address listed in the most current records of the corporation; or, on the date shown on the return receipt of a mailing, if the receipt is signed by or on behalf of the addressee. If sent by electronic mail or facsimile, such notice will be presumed and determined to be delivered when the electronic records indicate that a good transmission was made unless proven otherwise. For purposes of dealing with an emergency situation, as conclusively determined by the Director(s) calling the meeting, notice may be given in person, orally or by any means that reasonably may be expected to provide notice under the circumstances, not less than two (2) hours prior to the meeting. If the Secretary fails or refuses to give such notice, then the notice may be given by the Director(s) calling the meeting. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends and announces that the express purpose of his/her attendance at the beginning of the meeting is to object to the holding of the meeting or the transaction of any business because the meeting is not lawfully called or convened, and provided that such Director does not thereafter participate in any way, vote for or assent or dissent to or on the record abstain from voting on any action taken at the meeting. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Section 3.7 - Quorum. A majority of the number of Directors fixed by these by-laws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a majority of such Directors present may adjourn the meeting from time-to-time without further notice. Section 3.8 - Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. 6 Section 3.9 - Vacancies. Any vacancy occurring in the Board of Directors, and any Directorship to be filled by reason of an increase in the number of Directors, may be filled by the remaining Directors, though less than a quorum, at a regular or special meeting thereof. Section 3.10 - Compensation. By resolution of the Board of Directors, irrespective of any personal interest of any of the members, the Directors may be compensated for their services to the Corporation in any reasonable manner, including but not limited to payment of their expenses, if any, of attendance at each meeting of the Board, or any duly organized Committee of the Board of which they are members, and/or payment of a fixed sum for attendance at such meeting(s) , and/or payment of a stated periodic amount for serving on the Board and/or any committee thereof. Alternatively or additionally, the Directors may be paid either by issuance of a fixed number of shares of the Corporation, or payment of the fixed sums may be made by issuance of shares of the Corporation of an equivalent value as the amount due, as determined by the Board. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Section 3.11 - Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors, at which action on any corporate matter is taken, shall be conclusively presumed to have assented to the action taken, unless his dissent shall be entered in the minutes of the meeting, or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action taken. Section 3.12 - Informal Action by Directors. Any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, or any duly organized committee thereof acting within the scope of its delegated authority, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof or by all the members of such committee, as the case may be, and such consent is included in the minutes or filed with the corporate records reflecting the action taken. ARTICLE IV ---------- OFFICERS Section 4.1 - Number. The officers of the Corporation shall include a Chairman, a President, a Treasurer, and a Secretary, all of whom shall be elected by the Board of Directors. 7 The Board of Directors may appoint such other officers as they deem necessary which may include various levels of Vice Presidents, a Controller, a Chief Financial Officer, a General Counsel, and others who shall have such authority and shall perform such duties as from time to time may be prescribed by the Board of Directors. Any two or more offices may be held by the same person. The officers of the Corporation shall have such powers and authority in the control and management of the property and business of the Corporation as is usual and proper in the case of, and incident to, such corporate offices, except insofar as such power and authority is limited by these by-laws or by resolution of the Board of Directors. Officers shall report as designated by the Board of Directors or by these Bylaws, or if there is no such designation, then as designated by the Chairman. Section 4.2 - Election and Term of Office. The officers of the Corporation shall be elected annually, by the Board of Directors, at the first meeting of the Board of Directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled, or new offices filled, at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided. Section 4.3 - Removal. Any officer or agent of the Corporation may be removed at any time by the Chairman, the Chairman's designee, or by the Board of Directors whenever, in his/its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed; and, any such removal by the Chairman (or the Chairman's designee) shall be subject to ratification by the Board of Directors, provided that such ratification shall be effective retroactive in effect to the date of removal. Section 4.4 - Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Section 4.5 - Bonds. If the Board of Directors by resolution shall so require, any officer or agent of the Corporation shall give bond to the Corporation in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of their respective duties and offices. Section 4.6 - Chairman. The Chairman shall be chosen from the Board of Directors and shall be the chief executive officer of the Corporation. The 8 Chairman shall have executive authority to see that all orders and resolutions of the Board of Directors are carried into effect and, subject to the control vested in the Board of Directors by statute, by the Articles of Incorporation or by these by-laws, shall administer and be responsible for the overall management of the business and affairs of the Corporation. The Chairman shall preside at all meetings of the shareholders and of the Board of Directors, and in general shall perform all duties incident to the office of the Chairman of the Board and such other duties as from time-to-time may be assigned to him by the Board of Directors. Section 4.7 - President. The President shall be chosen by the Board of Directors, shall be directly responsible to the Chairman, and shall be directly in charge of all of the Corporation's operations. He may sign with the Secretary, or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these by-laws, to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed and, in general, shall perform all duties as may be prescribed by the Board of Directors from time-to-time. Section 4.8 - Vice Presidents and Other Officers. Any Vice President may sign with the Secretary, or an Assistant Secretary, certificates for shares of the Corporation. Vice Presidents and other Officers shall have such authority within an appointed area as determined by the Board of Directors, and shall perform such other duties as from time to time may be assigned to them by the President, the Chairman, or the Board of Directors. Section 4.9 - Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article V of these by-laws; (b) in general, perform all duties incident to the office of Treasurer and such other duties as from time-to-time may be assigned to him by the Chairman, the President or the Board of Directors. Section 4.10 - Secretary. The Secretary shall: (a) keep the minutes of the shareholders and Board of Directors' meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the Corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of 9 the Corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (d) keep a register of the post office address of each shareholder; (e) have general charge of the share transfer books of the Corporation; (f) in general, perform all duties incident to the office of Secretary and such other duties as from time-to-time may be assigned to him by the Chairman, the President or by the Board of Directors. Section 4.11 - Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers shall, respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries, as thereunto authorized by the Board of Directors, may sign with the President or a Vice President, certificates for shares of the Corporation the issue of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by, the Chairman, the President or the Board of Directors. Section 4.12 - Compensation. The compensation of the officers shall be fixed from time-to-time by the Board of Directors and no officer shall be prevented from receiving such compensation by reason of the fact that he is also a Director of the Corporation. Section 4.13 - Succession. In case of the unexplained absence of, or inability to reach, the Chairman for a period of forty-eight (48) hours, or in the event of the Chairman's inability to act or his refusal to act in accordance with the law or the directives of the Board of Directors, the President shall perform the duties of the Chairman. In case of the unexplained absence of, or inability to reach, the President for a period of forty-eight (48) hours, or in the event of the President's inability to act or his refusal to act in accordance with the law or the directives of the Board of Directors, the Chairman or any other officer whom the Chairman shall designate shall perform the duties of the President. In case of the unexplained absence or inability to reach both the President and the Chairman for a period of forty eight (48) hours, or the inability to act of both the Chairman and the President, then the officer: in the order previously designated by the Board of Directors; or, in the absence of any designation by the Board of Directors, in the order previously designated by the Chairman; or, in the absence of any designation by either of them, first the Executive Vice President(s), then the Senior Vice President(s) and then the Vice President(s), each in the order of their last appointment, shall temporarily perform the duties of President and Chairman until action by the Board of Directors. Such officer shall call a Special Meeting of the Board of Directors within seven (7) days of assuming the duties of President and Chairman, for the 10 express purpose of filling those vacancies and appointing new officers, as appropriate, unless the President and the Chairman resume their duties in the interim. ARTICLE V --------- CONTRACTS, LOANS, CHECKS, AND DEPOSITS Section 5.1 - Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation, and such authority may be general or confined to specific instances. Section 5.2 - Loans. No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. Section 5.3 - Checks, Drafts, Etc. All checks, drafts, or other order for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time-to-time be determined by resolution of the Board of Directors. Section 5.4 - Deposits. All funds of the Corporation not otherwise employed shall be deposited from time-to-time to the credit of the Corporation in such banks, trust companies, or other depositaries as the Board of Directors may select. ARTICLE VI ---------- SHARES, CERTIFICATES FOR SHARES, AND TRANSFER OF SHARES Section 6.1 - Regulation. The Board of Directors may make such rules and regulations as it may deem expedient concerning the issuance, transfer, and registration of certificates for shares of the Corporation, including the appointment of transfer agents and registrars. Section 6.2 - Certificates for Shares. Certificates representing shares of the Corporation shall be respectively numbered serially for each class of shares, or series thereof, as they are issued, may be impressed with the Corporate seal, or a facsimile thereof, and shall be signed by the Chairman, President or a Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, provided that such signatures may be facsimile if the certificate is counter signed by a transfer agent, or registered by a registrar other than the Corporation itself or its employee. Each certificate shall state the name of the Corporation, the fact that the Corporation is organized or incorporated under the laws of the State of Indiana, the name of the person to whom issued, 11 the date of issue, the class (or series of any class), the number of shares thereby or a statement that such shares are without par value. If the Articles of Incorporation of the Corporation authorize the issuance of more than one class of shares, a statement of the designations, preferences, qualifications, limitations, restrictions and special or relative rights of the shares of each class shall be set forth in full or summarized on the face or back of the certificates which the Corporation shall issue or in lieu thereof, the certificate may set forth that such a statement or summary will be furnished to any shareholder upon request without charge. Each certificate shall be otherwise in such form as may be prescribed by the Board of Directors and as shall conform to the rules of any stock exchange on which the shares may be listed. The Corporation shall not issue certificates representing fractional shares and shall not be obligated to make any transfers creating a fractional interest in a share of stock. The Corporation may, but shall not be obligated to, issue script in lieu of any fractional shares, such scrip to have terms and conditions specified by the Board of Directors. Section 6.3 - Cancellation of Certificates. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificates shall be issued in lieu thereof until the former certificate for a like number of shares shall have been surrendered and cancelled, except as herein provided with respect to lost, stolen, or destroyed certificates. Section 6.4 - Lost, Stolen, or Destroyed Certificates. Any shareholder claiming that his certificate for shares is lost, stolen, or destroyed may make an affidavit or affirmation of that fact and lodge the same with the Secretary of the Corporation, accompanied by a signed application for a new certificate. Thereupon, and upon the giving of a satisfactory bond of indemnity to the Corporation not exceeding in amount double the value of the shares represented by such certificate, such value to be determined by the Chairman and Treasurer of the Corporation, a new certificate may be issued of the same tenor and representing the same number, class, and series of shares as were represented by the certificate alleged to be lost, stolen, or destroyed. Section 6.5 - Transfer of Shares. Shares of the Corporation shall be transferable on the books of the Corporation by the holder thereof in person or by his duly authorized attorney, upon the surrender and cancellation of a certificate or certificates for a like number of shares. Upon presentation and surrender of a certificate for shares properly endorsed and payment of all taxes therefor, the transferee shall be entitled to a new certificate or certificates in lieu thereof. As against the Corporation, a transfer of shares can be made only on the books of the Corporation and in the manner hereinabove provided, and the Corporation shall be entitled to treat the holder of record of any share as the owner thereof and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express 12 or other notice thereof, save as expressly provided by the statutes of the State of Indiana. ARTICLE VII ----------- FISCAL YEAR The fiscal year of the Corporation shall end of the last day of December in each calendar year. ARTICLE VIII ------------ DIVIDENDS The Board of Directors may from time-to-time fix a record date, declaration date, and payment date with respect to any share dividend or distribution to shareholders in the manner and upon the terms and conditions provided by law and its Articles of Incorporation. ARTICLE IX ---------- SEAL The Board of Directors shall provide a Corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words "Corporate Seal, Indiana." ARTICLE X --------- WAIVER OF NOTICE Whenever any notice is required to be given under the provisions of these by-laws or under the provisions of the Articles of Incorporation or under the provisions of the Indiana Business Corporation Law, or otherwise, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting, in person, or by proxy shall constitute a waiver of notice of such meeting, unless the person or persons entitled to such notice at the beginning of the meeting objects to holding the meeting. ARTICLE XI ---------- INDEMNIFICATION Section 11.1 - General. The Corporation shall, to the fullest extent to which it is empowered to do so by the Indiana Business Corporation Law, or any 13 other applicable laws, as from time-to-time in effect, indemnify any Indemnified Officer who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal administrative, or investigative, and whether formal or informal, by reason of the fact that he is or was a Director, officer, employee, or agent of the Corporation, or who, while serving as such Director, officer, employee, or agent of the Corporation, is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not, against judgments, settlements, penalties and fines (including excise taxes assessed with respect to employee benefit plans) and reasonable expenses (including counsel fees) incurred by him in accordance with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed, in the case of conduct in his official capacity, was in the best interests of the Corporation, and in all other cases, was not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, he either had reasonable cause to believe his conduct was lawful or no reasonable cause to believe his conduct was unlawful. Any other person may be so indemnified if it is determined by the Board of Directors by a majority vote of a quorum none of whom were at the time parties to such action that such indemnification is in the interest of the Corporation, subject to the provisions of this Article. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not meet the prescribed standard of conduct. Section 11.2 - Authorization of Indemnification. To the extent that an Indemnified Officer of the Corporation has been successful, on the merits or otherwise in the defense of any action, suit or proceeding referred to in Section 11.1 of this Article, or in the defense of any claim, issue or matter therein, the Corporation shall indemnify such person against reasonable expenses (including counsel fees) incurred by such person in connection therewith. Any other indemnification under Section 11.1 of this Article (unless ordered by a court) shall be made by the Corporation only as indemnification of the person to be indemnified is permissible in the circumstances because he has met the applicable standard of conduct, and as authorized as provided below. Determination as to whether indemnification is permissible shall be made (a) by the Board of Directors by a majority vote of a quorum none of whom were at the time parties to such action, suit or proceeding; or (2) if a quorum cannot be obtained under subdivision (1) by majority vote of a committee duly designated by the Board of Directors (in which designation Directors who are parties may participate), consisting solely of two or more Directors not at the time parties to such action, suit, or proceeding; or (3) by special legal counsel: (A) selected by 14 the Board of Directors or its committee in the manner prescribed in subdivision (1) or (2), or (B) if a quorum of the Board of Directors cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by majority vote of the full Board of Directors; or (4) by the shareholders, but shares owned by or voted under the control of Directors who are at the time parties to such action, suit or proceeding may not be voted on the determination. Authorization of indemnification, the extent of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under sub-section (3) to select counsel. Section 11.3 - Good Faith Defined. For purposes of any determination under this Article XI, a person shall be deemed to have acted in good faith and to have otherwise met the applicable standard of conduct set forth in Section 11.1 if his action is based on information, opinions, reports, or statements, including financial statements and other financial data if prepared or presented by (1) one or more other Directors, officers or employees of the Corporation or another enterprise whom he reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants, appraisers or other persons as to matters he reasonably believes are within the person's professional or expert competence; or (3) a committee of the Board of Directors of the Corporation or another enterprise of which the person is not a member if he reasonably believes the committee merits confidence. The term "another enterprise" as used in this Section 11.3 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such a person is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee, or agent. The provisions of this Section 11.3 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standards of conduct set forth in Section 11.1 of this Article XI. Section 11.4 - Payment of Expenses in Advance. Reasonable expenses incurred in connection with any civil or criminal action, suit or proceeding may be paid for or reimbursed by the Corporation in advance of the final disposition of such action, suit, or proceeding, as authorized in the specific case in the same manner described in Section 11.2 of this Article, upon receipt of a written affirmation of the person to be indemnified's good faith belief that he has met the standard of conduct described in Section 11.1 of this Article and upon receipt of a written undertaking by or on behalf of the said person to repay such amount if it shall ultimately be determined that he did not meet the standard of conduct set forth in this Article XI, and a determination is made that the facts then known to those making the determination would not preclude indemnification under this Article XI. 15 Section 11.5 - Provisions Not Exclusive. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under the Articles of Incorporation of this Corporation, any other by-law, any resolution of the Board of Directors or shareholders, any other authorization, whenever adopted, after notice, by a majority vote of all voting shares then outstanding, or any contract, both as to action in this official capacity and as to action in another capacity while holding such office. Section 11.6 - Vested Right to Indemnification. The right of any individual to indemnification under this Article shall vest at the time of occurrence or performance of any event, act or omission giving rise to any action, suit, or proceeding of the nature referred to in Section 11.1 of this Article and, once vested, shall not later be impaired as a result of any amendment, repeal, alteration or other modification of any or all of these by-laws, or by a change in his employment status or other capacity entitling him to indemnification, and shall inure to the benefit of the heirs, executors and administrators of such an individual. Notwithstanding the foregoing, the indemnification afforded under this Article shall be applicable to all alleged prior acts or omissions of any individual seeking indemnification hereunder, regardless of the fact that such alleged acts or omissions may have occurred prior to the adoption of this Article, and to the extent such prior acts or omissions cannot be deemed to be covered by this Article XI, the right of any individual to indemnification shall be governed by the indemnification provisions in effect at the time of such prior acts or omissions. Section 11.7 - Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of the Corporation or who is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a Director, officer, employee, or agent, whether or not the Corporation would have power to indemnify the individual against the same liability. Section 11.8 - Additional Definitions. For purposes of this Article, references to "the Corporation" shall include any domestic or foreign predecessor entity of the Corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. For purposes of this Article, serving an employee benefit plan at the request of the Corporation shall include any service as a Director, officer, employee, or agent of the Corporation which imposes duties on, or involves services by such Director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of any employee benefit plan shall be deemed 16 to have acted in a manner "not opposed to the best interest of the Corporation" referred to in this Article. For purposes of this Article, "party" includes any individual who is or was a plaintiff, defendant, or respondent in any action suit or proceeding, or who is threatened to be made a named defendant or respondent in any action, suit or proceeding. For purposes of this Article, "official capacity," when used with respect to a Director, shall mean the office of Director of the Corporation; and when used with respect to an individual other than a Director shall mean the office in the Corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the Corporation. "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not. For the purpose of this Article, "Indemnified Officer" means any Officer or Director of the Corporation, any member of the Management Group (as hereafter defined) of a division of the Corporation, and any Officer or Director of any wholly owned subsidiary of the Corporation. For the purpose of this Article, "Management Group" means the Division or General Manager of the division, and those employees who have division-wide responsibility whose titles are or include President, (Executive/Senior/Assistant) Vice President, or (Assistant) Controller. Section 11.9 - Payments a Business Expense. Any payments made to any indemnified party under these by-laws or under any other right to indemnification shall be deemed to be an ordinary and necessary business expense of the Corporation, and payment thereof shall not subject any person responsible for the payment, or the Board of Directors, to any action for corporate waste or to any similar action. ARTICLE XII ----------- AMENDMENTS These by-laws may be altered, amended, or repealed and new by-laws may be adopted by a majority of the Directors present at any meeting of the Board of Directors of the Corporation at which a quorum is present. 17 EX-99.1 3 0003.txt FEBRUARY 9, 2001 PRESS RELEASE COACHMEN INDUSTRIES REPORTS FINAL RESULTS FOR 2000 INCLUDING NON-RECURRING SPECIAL CHARGES; THIRD MAJOR ACQUISITION IN PAST NINE MONTHS ELKHART, Ind., Feb. 9 /PRNewswire/ -- Coachmen Industries, Inc. (NYSE: COA - news), a leading full line manufacturer of recreational vehicles and the nation's largest modular home builder, announced that net sales for the year ended December 31, 2000 were $710.0 million compared to 1999's record net sales of $847.0 million. Net income for the year was $2.2 million compared to $29.5 million last year. For the year, diluted earnings per share were $0.14 compared to $1.80 for the same period last year. For the fourth quarter ended December 31, 2000, net sales were $144.1 million, compared with last year's fourth quarter net sales of $206.7 million. The Company incurred a net loss of $7.8 million or $0.50 per share compared to net income of $3.7 million or $0.24 per share for the same period last year. During the fourth quarter the Company recorded non-recurring pretax special charges for plant consolidation, closing and liquidation of four retail locations and write-downs of certain real estate held for sale. The aggregate effect of the special charges was a reduction of pretax earnings of approximately $2.7 million, which reduced earnings per share by approximately $0.11. Further, the Company increased accruals for excess inventory quantities, warranty liabilities and estimated losses under repurchase agreements during the fourth quarter. In addition, the net pretax loss for 2000 attributable to liquidated and disposed of businesses, excluding the special charges, was approximately $3.9 million, which further reduced earnings by approximately $0.15 per share for the year ended December 31, 2000. The Company also announced that the due diligence phase of its of KanBuild, Inc. acquisition is complete and the transaction should be completed this month. KanBuild is an established modular home producer with year 2000 revenues of $30 million and pretax earnings of $1.8 million. KanBuild, with plants in Kansas and Colorado, will become part of the Company's modular housing and building segment and represents a strategic westward expansion of its distribution. Coachmen Industries' Chairman, Chief Executive Officer and President Claire C. Skinner said, "This has been a challenging year made even more so by the economic and business environment for recreational vehicles. Although these results are clearly not acceptable, continued implementation of our strategic plan has enabled the Company to remain profitable for the year and better positioned the Company for improved performance in the competitive environments in which we operate." Recreational Vehicle Segment Operating results for the fourth quarter and the year were significantly impacted by the Company's recreational vehicle segment that continued to struggle with market conditions affecting the recreational vehicle (RV) industry as a whole. Increases in interest rates, high fuel prices, dealer inventory adjustments and reduced consumer confidence began to negatively impact RV industry shipments in mid-2000, and continued to do so through the fourth quarter. Recreational vehicle segment sales for the fourth quarter were $94.8 million, compared to $165.4 million for the same period in 1999. For the year, RV segment sales were $538.4 million, compared to $691.1 million in 1999. The soft market conditions that led to the Company's decline in sales also significantly impacted earnings as a result of sales incentives and discounting driven by competitive pressures, and costs associated with reduced production and excess capacity. In response to market conditions and strategic plan initiatives, the Company has taken the following actions, some of which adversely impacted earnings in the short-term: * During the fourth quarter, Coachmen RV Company consolidated production from its Grants Pass, Oregon towable plant into its two Indiana facilities and also consolidated production of its class A motorhomes into one facility in Middlebury, Indiana. The special charge associated with the closing of the Oregon plant and consolidation of facilities was approximately $0.7 million. * The Company completed its previously announced plans to close and liquidate four of its six remaining RV retailing facilities. Historically, these now closed dealerships have been a drain on both profits and the balance sheet. Due to market conditions, the cost of these closings was higher than anticipated, resulting in a special charge of $1.3 million. * The Company wrote down the carrying value of certain real estate held for sale or not currently used in production and such special charge was approximately $0.7 million. * Earlier in the year, Shasta Industries was consolidated into Coachmen RV and the recreational vehicle group was reorganized to leverage operational and marketing efficiencies. Also in the fourth quarter, Georgie Boy Manufacturing completed a consolidation of its Indiana diesel motorhome production into its Michigan complex. * When evaluating the downturn in its businesses, market conditions for its products and current and future anticipated economic factors along with consolidation of its various operations, the Company increased accruals for warranty claims, reserves for inventory valuation, and accruals for estimated losses under agreements to repurchase units under dealer floorplan financing. "All of these actions are appropriate in the current economic environment. At the same time, we are well positioned to respond quickly as the market improves. We are focused on building quality products to meet our customer needs and allow our recreational vehicle subsidiaries and brands to build market share while meeting our corporate objectives," noted Ms. Skinner. In spite of challenging market conditions, the Company has been aggressively pursuing product development activities. At the National Trade Show held in Louisville, Kentucky during November 2000, over 50 percent of the products showcased by Coachmen RV Company were either brand new or dramatically changed from the previous year. Coachmen RV also introduced two new towable product lines. The Cascade(TM), targeted to entry-level buyers and the Ultra-Lite(TM), positioned to capture the lightweight market. The Company also introduced two innovative new class A motorhome lines: the Aurora(TM), a mid-range gas-powered product and the Cross Country(TM), an affordable diesel- powered motorhome positioned to appeal to the important and growing segment of diesel buyers. As a result of the strong acceptance of these new product offerings, dealer orders were measurably higher than a year ago. The Company is also encouraged by recent decisions by the Federal Reserve Board to lower interest rates and is hopeful these actions will help reduce the cost of borrowing for dealers and consumers and will help reverse the recent declines in consumer confidence that will, in turn, lead to improved RV sales. In further support of its dealers and distribution system, during the fourth quarter, the Company introduced a wholesale financing program with Transamerica Distribution Finance exclusively for dealers of Coachmen Industries RV products. This new program offers Coachmen's qualifying dealers a competitive finance package including preferred wholesale finance rates on new products, preferred trade-in finance programs, a competitive rental finance program, expanded dealer services and marketing programs along with the dedicated credit facilities. Modular Housing and Building Segment Despite a slight decrease in revenues related to interest rate pressures, this segment continued its profitable performance. Modular segment sales for the quarter ended December 31, 2000 were $33.5 million, excluding the impact of acquisitions. For the year, sales were $151.0 million, excluding acquisitions. Including acquisitions, modular segment sales for the quarter ended December 31, 2000 were $49.3 million and sales for the year were $171.6 million. This compares to 1999 fourth quarter and year-end of $41.3 million and $155.9 million, respectively. Favorable sales and profit opportunities in the modular housing and building segment underscore the Company's strategic plan to continue growing this core business. Product development activities at the Company's All American Homes group include innovative new home designs introduced during All American's November 2000 builder meetings. The Willow Ridge series includes ranch, Cape Cod and two-story homes designed for the first time homebuyer desiring a quality home at an affordable price. The Cambridge series offers quality and luxury in a mid-market 3,000 sq. ft., two-story home with a first floor master suite and vaulted ceilings. These new offerings expand the Company's reach to include almost every conventional market segment. While modular homes currently comprise under five percent of the new single family home starts nationwide, as the advantages of modular construction become more widely recognized, the potential exists for growth rates that exceed those of site-built homes. Since all homes are built to order, there is no unsold inventory accumulation at builder locations. New products from Miller Building Systems, Inc. include solid concrete portable classroom structures that will enable school systems nationwide to add flexible space as student numbers increase and classroom-to-teacher ratios decline. Coachmen's strategy to balance the recreational vehicle and modular segments with organic growth and immediately accretive acquisitions was significantly advanced in 2000 with the acquisition of Mod-U-Kraf Homes, Inc. in the second quarter. Mod-U-Kraf, which is located in Rocky Mount, Virginia, is a manufacturer of modular homes, modular multi-family housing and other special modular structures. Then, in the fourth quarter, the Company completed its acquisition of Miller Building Systems, Inc., which is headquartered in Elkhart, Indiana and has manufacturing locations in Indiana, New York, Pennsylvania, South Dakota and Vermont. Miller Building Systems designs and manufactures factory-built modular structures for use as commercial modular buildings and telecommunications shelters. These acquisitions, plus the imminent acquisition of KanBuild, Inc., represented annual net sales of approximately $123 million during their most recent fiscal years prior to acquisition. Financial Strength and Shareholder Value The Company continues to maintain a strong balance sheet with a working capital ratio of 3.0 to 1.0, shareholders' equity of $214 million compared to total liabilities of $83 million and a net book value of $13.63 per share. During the 2000 business year, the Company's strategic plan called for a review of its compensation and benefits to ensure a closer alignment with shareholder interests. * Working with external professional compensation advisors, a new annual performance-based bonus plan for senior managers has been implemented for 2001. Under the new plan, management's compensation will be directly connected to achieving targeted revenue, return on assets, earnings per share and EBITDA. This change is intended to specifically reward performance that will increase shareholder value. * To increase employee investment in the Company through stock ownership, the Company expanded its employee stock purchase program and established stock ownership guidelines for senior executives. Also, matching contributions to the 401-K plan were increased, adding Company stock to the contribution. * Through asset rationalization, including the selling of non-core assets, improved utilization of manufacturing facilities, and capital investments in its core businesses, the Company has been able to realign and reduce its employment base before acquisitions, by nearly 1,000. "These actions demonstrate our Board of Directors' and management's commitment to our strategic plan, one that will position Coachmen for improved performance in the future. We continue a rigorous review of all assets to determine their value in achieving current and long-term earnings growth. All of these efforts will help provide a solid framework for improved profitability as market conditions improve," said Chairman Skinner. Outlook Coachmen plans to continue its strategic transition to a company with more balanced revenues derived from each of its two core businesses: recreational vehicles and modular housing and building. In furtherance of this strategy, the Company successfully completed more acquisitions in 2000 than during any year in its 36-year history. More importantly, these acquisitions were immediately accretive to earnings. The Company has made significant progress on its strategic plan and it has taken proactive steps anticipating changing market conditions that should improve profitability. These include a careful rationalization of capital expenditures, a continued focus on operational excellence and customer experience and the close management of operating expenses. "Coachmen has an excellent balance sheet and is well-positioned for improvements in both financial performance and long-term growth," stated James E. Jack, Executive Vice President and Chief Financial Officer. "All of the steps outlined here demonstrate that the Company has taken and will continue to take the necessary measures consistent with its strategic plan to increase its returns on investment and increase shareholder value." The Company sees long term growth in both its recreational vehicle and modular housing and building segment. The Company anticipates that the fundamental economic and demographic factors that have driven these industries will continue to do so well into the future. "Every day, 12,000 'baby boomers' turn 50, the median age of our primary RV buyer. Recreational vehicles offer families a cost efficient, independent, flexible way to travel that addresses many of the needs and desires of this generation," says Ms. Skinner. "Furthermore, our internal data indicates that the appeal of RVs is not limited to 'baby boomers,' as many young families are now becoming enthusiasts. Unlike many of our competitors, Coachmen is positioned to meet the broad range of RV consumer preferences because it produces every traditional recreational vehicle type at multiple price points. Our modular housing and building segment is also positioned for growth offering a variety of factory built modular housing and other specialized modular structures." Looking to 2001, the Company anticipates improvement in the recreational vehicle market later in the year. The Company sees sustainable growth in the modular housing and building segment. Based on economic and market conditions, the Company currently anticipates that the first quarter may show financial improvement over the fourth quarter of 2000 although it may not return to profitability. However, as the Company begins to realize the financial benefits and returns from the actions taken during 2000, and as market conditions recover, a much-improved performance in 2001 is anticipated. Chairman Skinner concludes, "In light of the challenging conditions in the RV market and anticipated continuing softness during the first half of 2001, Coachmen has taken numerous proactive steps to reduce expenses, improve efficiencies and gain market share. And, we have actively increased our penetration of the modular housing and building market. While we must continue to be responsive to changing market conditions, we are clearly focused on our stakeholders and increasing shareholder value." Coachmen Industries, Inc., founded in 1964, is one of the nation's leading full-line manufacturers of recreational vehicles. The Company is also a leader in modular construction. Coachmen is one of the industry's best-known brand names of RVs and All American Homes, one of the Company's modular subsidiaries, is America's largest modular homebuilder. Coachmen is a publicly held company with stock listed on the New York Stock Exchange (NYSE) under the COA ticker symbol. 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, the impact of economic uncertainty on high-cost discretionary product purchases and other risks identified in the Company's SEC filings. COACHMEN INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (in thousands except per share data) THREE MONTHS YEAR ENDED DECEMBER 31, ENDED DECEMBER 31, 2000 1999 2000 1999 Net sales $144,147 $206,686 $709,975 $847,024 Cost of sales 134,831 185,231 631,344 739,034 Gross profit 9,316 21,455 78,631 107,990 Selling, delivery and general and admin. expenses 20,643 17,433 76,115 67,347 Operating income (loss) (11,327) 4,022 2,516 40,643 Nonoperating income (expense), net (617) 1,811 371 4,398 Income (loss) before income taxes (11,944) 5,833 2,887 45,041 Income taxes (4,105) 2,087 723 15,539 Net income (loss) $(7,839) $3,746 $2,164 $29,502 Earnings (loss) per common share: Basic $(.50) $.24 $.14 $1 .80 Diluted $(.50) $.24 $.14 $1 .80 Number of common shares used in the computation of earnings per share: Basic 15,635 15,702 15,584 16,370 Diluted 15,717 15,740 15,639 16,421 CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands) DECEMBER 31, 2000 1999 ASSETS Cash and cash equivalents $2,708 $4,269 Marketable securities 18,643 32,550 Receivables 45,379 47,038 Inventories 97,315 100,008 Prepaid expenses and other 2,221 2,214 Deferred income taxes 8,696 4,743 Current assets 174,962 190,822 Property and equipment, net 84,163 74,678 Intangibles 15,026 4,426 Other assets 22,350 15,840 Total assets $296,501 $285,766 LIABILITIES Current maturities of long-term debt $865 $1,543 Accounts payable 24,015 25,041 Accrued income taxes 830 1,096 Other current liabilities 31,988 28,039 Current liabilities 57,698 55,719 Long-term debt 11,795 8,346 Other liabilities 13,016 8,055 Total liabilities 82,509 72,120 SHAREHOLDERS' EQUITY Common shares 39,620 38,307 Additional paid-in capital 4,606 4,623 Retained earnings 169,766 170,716 Total shareholder s' equity 213,992 213,646 Total liabilities and shareholders' equity $296,501 $285,766 -----END PRIVACY-ENHANCED MESSAGE-----