-----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, GrUlzl3DBJrC5e/O2FoNHe4p0CQjqQLL+YrUQvOD9i04hcJsfllBDhn8DDYBQ+ac chGbxvhBX9A30XtTrFGx2A== 0000921530-00-000095.txt : 20000504 0000921530-00-000095.hdr.sgml : 20000504 ACCESSION NUMBER: 0000921530-00-000095 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000503 SUBJECT COMPANY: 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: DFAN14A SEC ACT: SEC FILE NUMBER: 001-07160 FILM NUMBER: 617429 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THOR INDUSTRIES INC CENTRAL INDEX KEY: 0000730263 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 930768752 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 419 W PIKE ST CITY: JACKSON CENTER STATE: OH ZIP: 45334 BUSINESS PHONE: 9375966849 MAIL ADDRESS: STREET 1: 419 W PIKE STREET CITY: JACKSON CENTER STATE: OH ZIP: 45334 DFAN14A 1 ADDITIONAL PROXY MATERIAL SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant { } Filed by a Party other than the Registrant {x} Check the appropriate box: { } Preliminary Proxy Statement { } Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) { } Definitive Proxy Statement { x } Definitive Additional Materials { } Soliciting Material Under Rule 14a-12 COACHMEN INDUSTRIES, INC (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) THOR INDUSTRIES, INC. (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN REGISTRANT) Payment of Filing Fee (Check the appropriate box): { x } No Fee required. { } Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11: 1) Title of each class of securities to which transaction applies: ............................................................................ 2) Aggregate number of securities to which transaction applies: ............................................................................. 3) Per unit price or other underlying transaction computed pursuant to Exchange Act Rule 0- 11 (set forth the amount on which the filing fee is calculated and state how it was determined): ............................................................................. 4) Proposed maximum aggregate value of transaction: ............................................................................. Total fee paid: ............................................................................. { } Fee paid previously with preliminary materials. { } Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: ............................................................................. 2) Form, Schedule or Registration Statement No.: ............................................................................. 3) Filing Party: ............................................................................. 4) Date Filed: ............................................................................. THOR ---------------- INDUSTRIES, INC. 419 WEST PIKE STREET O P.O. BOX 629 O JACKSON CENTER, OHIO 45334-0629 PHONE 937-596-6849 O FAX 937-596-6539 P R E S S R E L E A S E ------------------------ Date: May 2, 2000 Contact: Wade F. B. Thompson or Peter B. Orthwein I.S.S. RECOMMENDS COACHMEN SHAREHOLDERS VOTE TO WITHHOLD DIRECTOR NOMINEES AS ----------------------------------------------------------------------------- A STRONG MESSAGE TO OPEN MERGER DISCUSSIONS WITH THOR. ------------------------------------------------------ In a special "Proxy Alert" today, Institutional Shareholder Services (I.S.S.), the nation's leading voting advisory service, recommended WITHHOLDING votes for all Coachmen director nominees. I.S.S. stated, "our main concern is the inability of shareholders to take any action on their own vis-a-vis the offer once the annual meeting has passed. Coachmen does not permit shareholders to act by written consent or to call special meetings. And the company's poison pill and state takeover statutes ... would prevent a tender offer from succeeding. This gives the company unfettered license to simply continue to `say no' - at least for another year. We therefore believe that circumstances warrant withholding votes from the directors as a strong message to open merger discussions with Thor." On April 17, 2000, Thor offered to purchase all of Coachmen's outstanding common stock for $18 per share, 40% in Thor stock and 60% in cash. Based on Thor's closing stock price yesterday, Thor's offer is valued at $18.79 per Coachmen share. Coachmen's Board of Directors rejected Thor's offer on April 27, 2000. Thor continues to urge Coachmen shareholders to vote to WITHHOLD ALL NOMINEES for directors, and vote AGAINST the 2000 Omnibus Stock Incentive Program. If you wish to change a vote you have already made, please call D.F. King & Co., toll-free at 1-888-242-8149. This press release includes "forward looking statements" that involve uncertainties and risks. There can be no assurance that actual results will not differ from Thor's expectations. Factors which could cause materially different results include, among others, the success of new product introductions, the pace of acquisitions and cost structure improvements, competitive and general economic conditions, and the other risks set forth in Thor's filings with the Securities and Exchange Commission. In some cases, such forward-looking statements may be identified by terminology such as "may," "will," "could," "should," "expects," "intends" or "believes" or the negative of such terms or other comparable terminology. -----END PRIVACY-ENHANCED MESSAGE-----