Revised Preliminary Non-Management Proxy Solicitation Material — Contested Solicitation or Other Situation — Schedule 14A Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: PRRN14A Revised Preliminary Non-Management Proxy HTML 155K Solicitation Material -- Contested Solicitation or Other Situation
To Our Fellow Coachmen Industries, Inc. Shareholders:
This proxy statement and the enclosed BLUE proxy card are being furnished to shareholders of Coachmen Industries, Inc. (“Coachmen” or the “Company”) in connection with the solicitation of proxies by GAMCO Asset Management Inc. (“GAMCO” or “we”) to be used at the 2010 annual meeting of shareholders of Coachman, including any adjournments or postponements thereof and any meeting held in lieu thereof (the “2010 Annual Meeting”). This proxy statement and the BLUE proxy card are first being furnished to shareholders on or about April , 2010. The participants in the proxy solicitation are GAMCO, the Nominees (as defined below) and Mario J. Gabelli (the “Participants”).
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS: Our proxy statement is available free of charge on the following website: << >>.
THIS SOLICITATION IS BEING MADE BY GAMCO AND NOT ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY (THE “BOARD”).
We are soliciting your proxy for the 2010 Annual Meeting in support of the following proposal:
1.
To elect Glenn J. Angiolillo, Avrum Gray and Robert S. Prather, Jr. (each a “Nominee” and collectively, the “Nominees”) to serve as directors on the Company’s Board of Directors.
According to the Company’s Preliminary Proxy Statement, the Company is also is soliciting votes regarding the following proposals that will be presented at the Annual Meeting for consideration by shareholders. GAMCO does not object to these proposals, which appear as Proposals No. 2 and No. 3, on the enclosed BLUE proxy card.
2.
To amend the Articles of Incorporation of the Company to change the name of the Company to All American Group, Inc. and
3.
To transact such other business as may properly come before the meeting or any adjournment thereof.
The Company has stated that the 2010 Annual Meeting will be at the Christina Creek Country Club, 116 West Bristol Street, Elkhart, Indiana, at 10:00 a.m. local time on April 29, 2010. The Company has chosen March 15, 2010, as the record date for determining shareholders entitled to notice and to vote at the 2010 Annual Meeting (the “Record Date”). The Company has disclosed that as of the Record Date there were 16,189,322 shares of Common Stock outstanding, without par value (“Common Stock” or “Shares”). Each Share is entitled to one vote.
GAMCO beneficially owns, on behalf of its clients, 910,719 Shares, representing approximately 5.63% of the Company’s outstanding Shares. Affiliates of GAMCO beneficially own an additional 787,000 Shares, representing 4.86% of the Company’s outstanding Shares. As reported in amendment No. 8 to Schedule 13D, as of May 12, 2009 the Proxy Voting Committee of the GAMCO Westwood Funds took and exercises in its sole discretion the sole dispositive and voting power with respect to 1,140,000 Shares held by the GAMCO Westwood Mighty Mites Fund, which Shares are not reflected in the aggregate number of shares that GAMCO and its affiliated entities beneficially own. The GAMCO Westwood Mighty Mites Fund as of February 7, 2010 owned 1,170,300 Shares as reported in a Schedule 13G on February 8,
2010.
GAMCO intends to vote its Common Stock FOR the election of its Nominees.
MESSRS ANGELILLIO, GRAY AND PRATHER ARE COMMITTED TO ACTING IN THE BEST INTERESTS OF ALL COACHMEN SHAREHOLDERS. WE BELIEVE THAT ELECTING THEM TO THE BOARD WILL HAVE A POSITIVE EFFECT ON THE FUTURE OF COACHMEN. ACCORDINGLY, WE URGE YOU TO VOTE YOUR BLUE PROXY CARD FOR OUR NOMINEES.
2
HOW TO VOTE YOUR SHARES
As explained in the detailed instructions on your BLUE proxy card, there are two ways you may vote. You may:
1.
SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. WE RECOMMEND THAT YOU VOTE ON THE BLUE PROXY CARD EVEN IF YOU PLAN TO ATTEND THE 2010 ANNUAL MEETING;
2.
Vote in person by attending the 2010 Annual Meeting. Written ballots will be distributed to shareholders who wish to vote in person at the 2010 Annual Meeting. If you hold your shares through a bank, broker or other custodian, you must obtain a legal proxy from such custodian in order to vote in person at the meeting.
WE URGE YOU NOT TO SIGN ANY WHITE PROXY CARD SENT TO YOU BY THE COMPANY. IF YOU DO SIGN A PROXY CARD SENT TO YOU BY THE COMPANY, YOU MAY REVOKE YOUR PREVIOUSLY SIGNED PROXY BY SIGNING AND RETURNING A LATER-DATED BLUE PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE, BY DELIVERING A WRITTEN NOTICE OF REVOCATION TO GAMCO OR TO THE SECRETARY OF THE COMPANY, OR BY INSTRUCTING US BY TELEPHONE AS TO HOW YOU WOULD LIKE YOUR SHARES VOTED (INSTRUCTIONS ARE ON YOUR BLUE PROXY CARD).
HOLDERS OF SHARES AS OF THE RECORD DATE ARE URGED TO SUBMIT A BLUE PROXY CARD EVEN IF YOUR SHARES WERE SOLD AFTER THE RECORD DATE.
IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE OR OTHER INSTITUTION ON THE RECORD DATE, ONLY THAT INSTITUTION CAN VOTE THOSE SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO SIGN AND RETURN ON YOUR BEHALF THE BLUE PROXY CARD AS SOON AS POSSIBLE.
All the known proposals of the Company are included on the Blue proxy card. A Blue proxy card that is returned to GAMCO will be voted as you indicate on it. If a BLUE proxy card is returned without a vote indicated thereon, the Shares represented thereby will be voted FOR the election of each of the Nominees. In addition, a Blue proxy card will be voted in the proxy holder’s discretion with respect to such other matters as may properly come before the meeting.
YOUR VOTE IS IMPORTANT, NO MATTER HOW FEW SHARES YOU OWN. GAMCO URGES YOU TO SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD TODAY TO VOTE FOR THE ELECTION OF THE GAMCO NOMINEES.
3
BACKGROUND TO THE SOLICITATION
GAMCO and its affiliates began acquiring shares of Coachmen in April 2004. GAMCO and its affiliates initially reported their investment in the Company on a Schedule 13D on August 27, 2004. GAMCO currently is the beneficial owner on behalf of our clients of 914,219 Shares, or 5.65% of the outstanding Common Stock. GAMCO’s affiliates are the beneficial owners, on behalf of their clients, of an additional 788,500 Shares.
In Amendment No. 8 to Schedule 13D filed with the U.S. Securities and Exchange Commission (“Commission”) on June 18, 2009, GAMCO reported that it intended to present a proposal to the Company for inclusion in its proxy and proxy statement for the 2010 Annual Meeting, requiring the Company's Board of Directors to redeem the common share purchase rights issued pursuant to the Rights Agreement (poison pill agreement) dated as of January 5, 2000, or submit the issue to a vote of the shareholders as soon as practical. In the supporting statement to the proposal GAMCO stated that it was opposed to poison pills because they prevent a potential bidder from effecting a merger or tender offer that is not approved by the Board of Directors. A copy of the proposal was attached to Amendment No. 8 to the Schedule 13D. The Company
sought relief from the staff of the Commission to exclude GAMCO’s proposal from its proxy and proxy statement stating that the poison pill was expiring and that it was not seeking renewal of its poison pill. Based on the Company’s representations the staff of the Commission excluded GAMCO’s proposal.
In a letter that was attached as an exhibit to Amendment No. 9 to Schedule 13D filed with the Commission on October 29, 2009, Mario Gabelli, questioned why the Company entered into financing and why the Company did not reach out to certain shareholders to consider other alternatives. The financing in question regarded a loan agreement for the provision of up to $20 million in financing for the Company. According to the Form 8-K filed by the Company, it entered into a loan agreement which provided for two financing pieces, both of which are secured by liens on all of the Company’s assets. The first, a $10 million convertible note with a two year term which is not pre-payable, bears interest at a rate of 20% per annum and the interest can be paid by the issuance of additional notes by the Company. The convertible note also permits the lender to convert the debt into common
shares of the Company’s stock at the price of $0.979 per share. The second, a $10 million revolving line of credit with a two year term, bears interest at LIBOR plus 5% per annum. The Company also issued the lender warrants for up to approximately 6.65 million shares of the Company’s stock, at an exercise price of $.00001 per share, which can only be exercised upon certain conditions. As GAMCO indicated in its letter, management failed to adequately explain why it entered into the loan agreement with the above terms without disclosing what other alternatives were available. In the letter, GAMCO also notified the Company that it would formally be requesting representation on the Company’s Board of Directors.
In a letter that was attached as an exhibit to Amendment No. 10 to Schedule 13D filed by GAMCO with the Commission on January 28, 2010, GAMCO advised the Company of its recommendation of Robert S. Prather, Jr. and Glenn Angiolillo as nominees for election as directors at the Company’s 2010 Annual Meeting. In a letter to the Company dated January 29, 2010, which was attached as an Exhibit to Amendment No. 11 to Schedule 13D filed by GAMCO on January 29, 2010, GAMCO advised the Company of its recommendation of Avrum Gray as an additional nominee for election as a director at the Company’s 2010 Annual Meeting. GAMCO had communication with the Company after that time concerning the Company’s process for evaluating nominees. No agreement or understanding between GAMCO and the Company
was reached.
GAMCO determined that nominating the Nominees for election to the Company’s board of directors represented the most appropriate course of action to enhance stockholder value at this time. We have proposed Glenn Angiolillo, Avrum Gray and Robert S. Prather, Jr. for election this year to the Company’s Board of Directors. GAMCO and its affiliates have followed Coachmen through our research for over three decades. We have a different point of view concerning the Company’s allocation of cash flow, and we ask you to vote with us.
GAMCO believes that the Company’s shares are currently trading at a significant discount to the Company’s intrinsic value, by which we mean the price that we believe an informed buyer would pay to acquire 100% of the Company. In GAMCO’s opinion, this is due, at least in part, to a lack of strategic focus and a misallocation of capital as demonstrated by the loan agreement it entered into in October 2009. For these reasons, GAMCO has assembled a slate of three highly qualified individuals who we believe have strong credentials and substantial experiences as operators, investors and/or board members. GAMCO believes the election of its Nominees to the Company’s board of directors will provide a change in corporate stewardship to reflect the interests of the owners/shareholders. If elected GAMCO believes that its Nominees would seek to work constructively with the other members of the Company’s Board of Directors to provide guidance
and oversight to management regarding the strategic focus of the Company. In addition, GAMCO believes the Nominees will provide a new perspective and help the Company address more directly and effectively the challenges it faces, and in so doing, will assist the Company in enhancing shareholder value.
Each of the Nominees is committed to acting in the best interest of the Company’s stockholders and has consented to being named in this proxy statement, and if elected to serve on the Company’s Board of Directors.
The Nominees will, if elected, constitute a minority of the Company’s Board of Directors at the time of election. Accordingly, the Nominees, even if they act together, will not be able to adopt any measures proposed by any particular shareholder, including GAMCO, without the support of at least some incumbent members of the Board of Directors. The Nominees should be expected to address their concerns about the Company’s business activities with all of the members of the Company’s Board of Directors. GAMCO may, depending on future events, seek to nominate additional directors to the Company’s board of directors in the future.
4
PROPOSAL 1: ELECTION OF DIRECTORS
At the 2010 Annual Meeting, three directors of the Company are to be elected to hold office for terms of three years, until 2013, and until their successors are elected and qualified. The Company currently has a board of directors comprised of nine individuals. The By-Laws of the Company specify the term of each director is three years and that the terms are staggered so that the terms of approximately one third (1/3) of the directors expire each year.
We recommend that the shareholders elect Glenn Angiolillo, Avrum Gray and Robert S. Prather, Jr. as directors of the Company at the 2010 Annual Meeting. Messrs. Angelillio, Gray and Prather have each consented to being named as a nominee and to serving as a director if elected. GAMCO believes that if elected, each of our Nominees will be considered an independent director.
GAMCO believes good corporate governance requires that the Board be comprised of independent-minded directors, not tied to management, who bring a diverse set of relevant skills and experience to their board service. Accordingly, GAMCO has proposed three Nominees who we believe have the independence from management, and the experience required to improve oversight in the Company. Each of the Nominees has an extensive, successful business background with significant leadership experience. The Nominees have significant experience with both the financial and operational aspects of businesses, and we believe will be able to provide guidance and oversight to management to help the Company re-focus its efforts and increase shareholder value. GAMCO has determined that each of the Nominees are qualified to serve as a director of the Company.
BACKGROUND OF THE GAMCO NOMINEES
Glenn J. Angiolillo, age 56, has been the President of GJA Corporation, a consulting and advisory firm specializing in wealth management from 1998 to present. Mr. Angiolillo has been a Director of LICT Corp. (formerly known as Lynch Interactive Corp.), from 2006 to the present; Director of NYMagic, Inc. from 2002 to the present; Director of Trans-Lux Corporation from 2009 to the present, and a Director of Gaylord Entertainment Company from 2009 to the present. Previously, Mr. Angiolillo was a partner and member of the Management Committee in the law firm of Cummings & Lockwood where he concentrated in the areas of corporate law, mergers and acquisitions and banking and finance. Mr. Angiolillo received a Bachelor of Science from University of Pennsylvania and a J.D. from Georgetown University.
We believe Mr. Angiolillo’s qualifications to serve on the Board of Directors include his significant experience as the president of a wealth management firm and as a corporate lawyer with experience dealing with corporate governance matters as well as his membership on the board of directors of other public corporations.
Avrum Gray, age 73, is the Chairman and Founding Partner of G-Bar Limited Partnership (“G-Bar”) one of the nation’s largest independent options trading firms and a leading specialist in computer-based arbitrage activities in the derivative markets, a position he has held since 1982. Mr. Gray has served as a director of SL Industries, Inc., a manufacturer of power supply equipment, electrical grid components and various other products, since 2000. Mr. Gray was Chief Executive of Alloy Consolidated Industries from 1956 through 1991, a privately held universal joint manufacturer and an automotive aftermarket company. Mr. Gray also served on the boards of Lynch Systems, Inc. (1995 -2001), a capital equipment manufacturer where he was Chairman, Nashua Corporation (2000 -2009), a manufacturer,
converter and marketer of labels and specialty papers, Material Sciences Corporation, (2003 – 2009) a provider of material-based solutions for acoustical and coated applications and LGL Group, Inc. (formerly Lynch Corporation) (1999 – 2009), a diversified holding company. Mr. Gray was the Chairman of the Board of Spertus Institute, as well as a board member of the Illinois Institute of Technology, the Stuart School, and a number of philanthropic organizations, including the Lyric Opera of Chicago and the Jewish Federation of Chicago. Mr. Gray received a Bachelor of Science in Mechanical Engineering from Purdue University and an honorary Ph.D. from Spertus College.
We believe that Mr. Gray’s qualifications to serve on the Board of Directors include his substantial experience as chairman of a derivatives trading firm, his position as the Chief Executive Officer of a manufacturing company and his membership on the board of directors of other public corporations.
Robert S. Prather, Jr., age 65, has been the President and Chief Operating Officer of Gray Television, Inc., a television broadcast company, since September 2002. He was an Executive Vice President of Gray Television from 1996 until September 2002. Mr. Prather is also a director of Gray Television, Inc. He has served as Chairman of the Board at Triple Crown Media, Inc., a publishing and communication company, since December 2005. He also served as Chief Executive Officer and director of Bull Run Corporation, a sports and affinity marketing and management company from 1992 until its merger into Triple Crown Media, Inc. in 2005. Mr. Prather is also on the Board of Directors of The Georgia World Congress Center (Chairman) from 1993 to present, Draper Holdings Business Trust from 2008 to present, Enterprise Bank from 2007 to present, Gaylord Entertainment Company from 2009 to present
and is on the Advisory Board of Swiss Army Brands, Inc. from 1995 to present. Since 2004, Mr. Prather also has been a member of the Board of Directors of GAMCO Investors, Inc., the public company that is the parent of GAMCO. Mr. Prather received a Bachelor of Science in Industrial Management from Georgia Tech and a Master of Science in Industrial Management from Georgia Tech. He also attended graduate executive programs at Harvard University.
We believe Mr. Prather’s qualifications to serve on the Board of Directors include his substantial experience in operating a publicly traded broadcast company and his membership on the board of directors of other public and private companies.
GAMCO believes that these three individuals possess a combination of leadership skills, proven experience in the stewardship of industrial and other public companies, and a focus on enhancing shareholder value.
GAMCO and its Nominees are unaware of any conflicts of interest that may arise from the Nominees service on the Boards of Director of any or all of these companies. Each of the Nominees similarly believes that he will have sufficient time and energy to devote to the Coachmen Board of Directors without impairment from conflicts of interest.
Our Nominees are not receiving any compensation from GAMCO for their services during the period from their agreeing to be Nominees until the 2010 Annual Meeting. If elected, our Nominees will receive no compensation from GAMCO, but will be entitled to such compensation from the Company as is consistent with the Company’s past practices for services of non-employee directors.
PROPOSAL 2: TO AMEND THE ARTICLES OF INCORPORATION OF THE COMPANY TO CHANGE THE NAME OF THE COMPANY TO ALL AMERICAN GROUP, INC.
As discussed in further detail in the Company’s proxy statement, the Board is seeking approval to amend the Company’s articles of incorporation to change its name to All American Group, Inc.
GAMCO does not object to amending the Company’s articles of incorporation to change the Company’s name to All American Group, Inc.
THIS SOLICITATION IS BEING MADE BY GAMCO AND NOT ON BEHALF OF THE BOARD OR MANAGEMENT OF THE COMPANY.
GAMCO and its affiliates are beneficial owners of, on behalf of their investment advisory clients, 30.64% of the outstanding shares of Trans Lux of which Mr. Angiolillo serves as a director; 11.36% of the outstanding shares of Gaylord Entertainment Company of which both Messrs. Angiolillo and Prather serve as directors; 31.82 % of the outstanding shares of SL industries of which Mr. Gray serves as a director, 5.75% of the Common Stock of Gray Television, Inc. and 1.32% of the Class A Common Stock of Gray Television, Inc., of which Mr. Prather serves as the President and Chief Operating Officer and a director and 1.24% of the common stock of Triple Crown Media, Inc of which Mr. Prather serves as Chairman. Mr. Gabelli serves as the Chairman and the Chief Executive Officer and is the controlling shareholder of GAMCO Investors, Inc. of which Mr. Prather serves as a director. Mr. Gabelli also serves as the Chairman and is the controlling
shareholder of LICT Corporation of which Mr. Angiolillo is a director.
WE STRONGLY URGE YOU TO VOTE FOR THE ELECTION OF OUR NOMINEES BY SIGNING, DATING AND RETURNING YOUR BLUE PROXY CARD TODAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
GAMCO’S RECOMMENDATIONS
GAMCO is soliciting proxies to vote TO ELECT Glenn Angiolillo, Avrum Gray and Robert S. Prather, Jr. to the Board of Directors of the Company.
YOU ARE URGED TO VOTE TO ELECT EACH OF GAMCO’S NOMINEES ON THE ENCLOSED BLUE PROXY CARD.
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INFORMATION ABOUT THE PARTICIPANTS
This proxy solicitation is being conducted by GAMCO, which is an SEC-registered investment adviser to institutional and high net worth clients. GAMCO is the beneficial owner of approximately 5.65% of the outstanding Shares of Common Stock of Coachmen. The participants in this proxy solicitation are GAMCO, the Nominees and Mario J. Gabelli (the “Participants”). Mr. Gabelli is the Chairman, Chief Executive Officer, and Chief Investment Officer – Value Portfolios, of GAMCO Investors, Inc., the parent company of GAMCO. Affiliates of GAMCO are the beneficial owners of an additional 4.87% of the Company’s outstanding Common Stock. The percentages used herein are based upon 16,189,322 Shares of Common Stock outstanding as reported in the Company’s preliminary proxy statement filed on Schedule 14A. The relationships and ownership discussed below are only in respect to beneficial ownership of the Common Stock.
The principal business address of GAMCO is One Corporate Center, Rye, NY10580.
NOMINEES
Please see Biographical Information above for information about the Nominees.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table shows the beneficial ownership of Coachmen Common Stock as of the date hereof by the Participants. Except as described below, each of the parties in the table directly owns and has voting power and dispositive power with regard to the number of Shares of Common Stock beneficially owned. Please see Annex A for additional information about the Participants’ purchases and sales of Common Stock during the last two years.
Name of Shareholder
Number of
Shares
Beneficially Owned
Percent of Outstanding
Common Shares
GAMCO Asset Management Inc.
910,719 (1)
5.63%
Glenn Angiolillo
-0-
*
Avrum Gray
-0-
*
Robert S. Prather, Jr.
-0-
*
Mario J. Gabelli
-0-
*
(1)
GAMCO has dispositive and voting control with respect to all of these Shares. GAMCO’s affiliates have dispositive and voting power over an additional 787,000 Shares. Collectively, GAMCO and its affiliates have dispositive and voting control of 1,697,719 S hares, representing 10.49% of the 16,189,322 shares outstanding on March 15, 2010 as reported in the Company’s preliminary proxy statement filed with the Securities and Exchange Commission. Mario J. Gabelli is the Chairman and Chief Executive Officer and the controlling shareholder of the parent of GAMCO and may be deemed to beneficially own GAMCO’s Shares and the Shares of GAMCO’s affiliates.
NOMINEE AGREEMENTS
There are no arrangements or understandings between the Participants and any of the Nominees or other persons pursuant to which the Nominees are being recommended by GAMCO.
INTERESTS OF THE PARTICIPANTS
The Participants and the Nominees each has an interest in the election of directors at the 2010 Annual Meeting as applicable: (i) indirectly through the beneficial ownership (if any) of Common Stock and/or (ii) indirectly through his nomination as director.
Other than as disclosed in this proxy statement, there are no other arrangements or understandings between the Participants and any Nominee or any other person or persons with respect to the nomination of the Nominees.
Other than as disclosed in this proxy statement, none of the Participants nor any of their respective affiliates, associates or immediate family members, directly or indirectly:
· Is, nor was within the past year, party to any contract, arrangement or understanding with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies;
· Has had any relationship with the Company in any capacity other than as a shareholder that would require disclosure herein;
· Has an agreement, arrangement or understanding with respect to any future employment by the Company or its affiliates;
· Has any agreement, arrangement or understanding with respect to future transactions to which the Company or any of its affiliates will or may be a party; or have any material interest, direct or indirect, in any transaction that has occurred since January 1, 2009 or any currently proposed transaction, or series of similar transactions, to which the Company or any of its affiliates was or is to be a party.
· Is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries in any material legal proceeding.
GAMCO has filed with the SEC statements on Schedule 13D, which contain information in addition to that furnished herein. The Schedule 13D, including any amendments thereto, may be inspected at, and copies may be obtained from, the public reference facilities maintained at the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains a website on the Internet (http://www.sec.gov) where reports, proxy and information statements and other information regarding issuers and others that file electronically with
the SEC may be obtained free of charge.
OTHER MATTERS
In accordance with federal securities laws, GAMCO has omitted from this proxy statement certain disclosures that are to be included in the Company’s proxy statement. These disclosures include, among other things, information regarding: (1) securities ownership of certain beneficial owners and management; (2) meetings and committees of the Board; (3) biographical information relating to the Company’s nominees for the Board; (4) the compensation and remuneration paid and payable to the Company’s directors and management; (5) voting procedures, including the share vote required for approval or election, at the 2010 Annual Meeting; (6) the submission of shareholder proposals at the Company’s next annual meeting of shareholders; and (7) information regarding fees and services of the Company’s independent auditors. GAMCO has no knowledge of the accuracy or completeness of the Company’s disclosures in its proxy materials.
VOTING AND PROXY PROCEDURES
The enclosed BLUE proxy card may be executed only by holders of record of Shares on the Record Date. If you were a shareholder of record on the Record Date, you will retain your voting rights at the 2010 Annual Meeting even if you sell your Shares after the Record Date. Accordingly, it is important that you vote the Shares held by you on the Record Date, or grant a proxy to vote your Shares on the BLUE proxy card, even if you sell your Shares after the Record Date. The Shares represented by each BLUE proxy card that is properly executed and returned to GAMCO will be voted at the 2010 Annual Meeting in accordance with the instructions marked thereon. If you have signed the BLUE proxy card and no marking is made, you will be deemed to have given a direction to vote all of the Shares represented by the BLUE proxy card FOR the election of all of our Nominees. In addition, a proxy card will be voted in the proxy holders' discretion
with respect to such other matters as may properly come before the meeting.
If you hold your Shares in the name of one or more brokerage firms, banks or nominees, only they can vote your Shares and only upon receipt of your specific instructions. Accordingly, you should contact the person responsible for your account and give instructions for a BLUE proxy card representing your Shares to be signed and returned. GAMCO urges you to confirm in writing your instructions to the person responsible for your account and to provide a copy of those instructions to GAMCO, One Corporate Center, Rye, NY10580, so that we will be aware of all instructions given and can attempt to ensure that those instructions are followed.
REVOCATION OF PROXIES
Any shareholder of record may revoke or change his or her proxy instructions at any time prior to the vote at the 2010 Annual Meeting by:
o submitting a properly executed, subsequently dated BLUE proxy card (including a telephone vote) that will revoke all prior proxy cards, including any WHITE proxy cards which solicit a proxy in favor of all of the incumbent directors;
o attending the 2010 Annual Meeting and withdrawing his or her proxy by voting in person (although attendance at the 2010 Annual Meeting will not in and of itself constitute revocation of a proxy);
o following the voting instructions on the BLUE proxy card or the voting instructions provided by your broker, bank or other holder of record to properly submit a vote by telephone; which will revoke all prior proxy cards, including any WHITE proxy cards; or
o delivering written notice of revocation either to GAMCO, One Corporate Center, Rye, NY10580, or the Corporate Secretary of Coachmen at 2831 Dexter Drive, Elkhart, Indiana, 46514 or any other address provided by the Company.
Although a revocation is effective if delivered to the Company, GAMCO requests that either the original or a copy of any revocation be mailed to GAMCO, One Corporate Center, Rye, NY10580, so that GAMCO will be aware of all revocations and can more accurately determine if and when the requisite proxies for the election of our Nominees as directors set forth herein have been received. GAMCO may contact shareholders who have revoked their proxies.
IF YOU PREVIOUSLY SIGNED AND RETURNED A WHITE PROXY CARD TO THE COMPANY, GAMCO URGES YOU TO REVOKE IT BY (1) SIGNING, DATING AND RETURNING THE BLUE PROXY CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE, (2) INSTRUCTING US BY TELEPHONE AS TO HOW YOU WOULD LIKE YOUR SHARES VOTED, (3) ATTENDING THE 2010 ANNUAL MEETING AND VOTING IN PERSON OR (4) DELIVERING A WRITTEN NOTICE OF REVOCATION TO GAMCO OR TO THE SECRETARY OF THE COMPANY.
QUORUM AND VOTING
Please refer to the Company's proxy statement for the 2010 Annual Meeting for the number of Shares outstanding and entitled to vote at the 2010 Annual Meeting. Only shareholders of record at the close of business on the record date will be entitled to vote at the 2010 Annual Meeting. Each Common Share has one vote. Shareholders of the Company will not have rights of appraisal or similar dissenter's rights with respect to any matter to be acted upon at the 2010 Annual Meeting. The presence, in person or by proxy, of holders of Shares representing a majority of the outstanding Shares eligible to vote at the 2010 Annual Meeting will constitute a quorum. Abstentions and broker non-votes will be counted as present for purposes of determining whether a quorum is present at the 2010 Annual Meeting. Assuming a quorum is present or otherwise represented at the 2010 Annual Meeting, the nominees receiving a plurality of votes cast by
shares entitled to vote will be elected to the Company’s Board of Directors.
Votes Required.
•
With respect to Proposal No. 1, to elect the three GAMCO Nominees, if a quorum is present at the Annual Meeting, the nominees for election as directors who receive a plurality of votes cast will be elected as directors. Accordingly, withholding authority to vote abstentions and broker non-votes will not affect the outcome of the election of directors.
•
Proposal No. 2, to amend the Articles of Incorporation of the Company to change the name of the Company to All American Group, Inc.
•
Proposal No. 3, to transact such other business as may properly come before the meeting or any adjournment thereof.
YOUR VOTE IS EXTREMELY IMPORTANT. WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD TODAY OR INSTRUCT US BY TELEPHONE TO VOTE FOR THE ELECTION OF GAMCO’s NOMINEES SET FORTH IN THIS PROXY STATEMENT.
COST AND METHOD OF SOLICITATION
It is anticipated that the Nominees and certain management level staff members of GAMCO will participate in the solicitation of proxies in support of our Nominees set forth in this proxy statement. Such staff members will receive no additional consideration if they assist in the solicitation of proxies. Solicitation of proxies may be made in person, by telephone, by e-mail by the internet, by mail and by facsimile. Although no precise estimate can be made at the present time, the total expenditures in furtherance of, or in connection with, the solicitation of shareholders is estimated to be $25,000.
Costs related to this solicitation of proxies, including expenditures for attorneys, accountants, public relations and financial advisors, proxy solicitors, advertising, printing, transportation and related expenses will be borne by GAMCO. To the extent legally permissible, GAMCO will seek reimbursement from the Company for those expenses if any of our Nominees is elected. GAMCO does not currently intend to submit the question of such reimbursement to a vote of the shareholders.
CERTAIN INFORMATION ABOUT THE COMPANY
Coachmen is an Indiana Corporation with its registered office and principal executive office located at 2831 Dexter Drive, Elkhart, Indiana, 46514. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith is required to file reports, proxy statements and other information with the SEC. Reports, registration statements, proxy statements and other information filed by the Company with the SEC can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, DC 20549. Documents filed electronically by the Company are also available at the SEC's website (http://www.sec.gov).
TWO YEAR TRANSACTION HISTORY OF GAMCO ASSET MANAGEMENT INC.
The following table sets forth all transactions in securities of the Company effected during the past two years by GAMCO. These transactions were made on behalf of GAMCO’s investment advisory clients, in the open market, with assets of clients for whom GAMCO provides investment advisory services. The Shares are held in cash accounts in the ordinary course of business, and no part of the purchase price or market value of such Shares is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities.
Trade Date Amount Purchased/Sold Price per Share ($)
1 – One of GAMCO’s clients transferred 5,000 Shares away from GAMCO on 3/22/2010. GAMCO no longer has voting or dispositive control of these shares.
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SPECIAL INSTRUCTIONS
Please review this proxy statement and the enclosed materials carefully. YOUR VOTE IS VERY IMPORTANT, no matter how many or how few Shares you own.
1.
IF YOUR SHARES ARE REGISTERED IN YOUR OWN NAME, PLEASE SIGN, DATE AND MAIL THE ENCLOSED BLUE PROXY CARD TODAY TO GAMCO, ONE CORPORATE CENTER, RYE, NEW YORK10580.
2.
If your Shares are held in the name of a brokerage firm, bank nominee or other institution, only it can sign a BLUE proxy card with respect to your Shares and only after receiving your specific instructions. Accordingly, please contact the person responsible for your account and instruct that person to execute and return on your behalf the BLUE proxy card as soon as possible.
3.
After signing and returning the enclosed BLUE proxy card, we urge you NOT to return Coachmen's WHITE proxy card because only your latest dated proxy card will be counted.
4.
If you have previously signed and returned a WHITE proxy card to Coachmen, you have every right to change your vote. Only your latest dated proxy card will count. You may revoke any proxy card already sent to Coachmen by signing, dating and returning the enclosed BLUE proxy card in the postage-paid envelope provided. Proxies may also be revoked at any time prior to exercise by: (i) attending the 2010 Annual Meeting and voting in person (although attendance at the 2010 Annual Meeting will not in and of itself constitute revocation of a proxy), or (ii) delivering a written notice of revocation. The written notice of revocation may be delivered either to GAMCO, One Corporate Center, Rye, New York10580,
or to the Corporate Secretary of the Company at 2831 Dexter Drive, Elkhart, Indiana, 46514 or any other address provided by the Company.
If you have any questions concerning this proxy statement, would like to request additional copies of this proxy statement or need help voting your Shares, please contact us:
THIS PROXY IS NOT BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF COACHMEN INDUSTRIES, INC.
2010 Annual Meeting of Shareholders of Coachmen Industries, Inc.
The undersigned hereby appoints George Maldonado as proxy for the undersigned, with full power of substitution, and authorizes him to represent and vote, as designated, all of the Shares of Common Stock of Coachmen Industries, Inc. (the "Company" or "Coachmen") that the undersigned would be entitled to vote if personally present at the 2010 Annual Meeting of Shareholders of Coachmen, including any adjournments, postponements, reschedulings or continuations of such meeting or any meeting held in lieu thereof (the "2010 Annual Meeting"). IF YOU VALIDLY EXECUTE AND RETURN THIS PROXY CARD WITHOUT INDICATING YOUR VOTE ON THE FOLLOWING PROPOSALS, YOU WILL BE DEEMED TO HAVE VOTED FOR SUCH PROPOSALS (EXCEPT YOU WILL NOT BE DEEMED TO VOTE FOR THE ELECTION OF ANY CANDIDATE WHOSE NAME IS WRITTEN IN THE SPACE PROVIDED UNDER PROPOSAL 1). THIS PROXY WILL REVOKE ANY PREVIOUSLY EXECUTED PROXY WITH RESPECT TO ALL PROPOSALS.
GAMCO STRONGLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF GAMCO’S NOMINEES LISTED IN PROPOSAL 1.
PROPOSAL 1 --
To elect Glenn Angiolillo, Avrum Gray and Robert S. Prather, Jr. to the Board.
FOR ALL NOMINEES [ ]
WITHHOLD FROM ALL NOMINEES [ ]
FOR ALL EXCEPT [ ]
GAMCO intends to use this proxy to vote FOR Messrs. Angiolillo, Gray and Prather.
NOTE: IF YOU DO NOT WISH FOR YOUR SHARES TO BE VOTED "FOR" A PARTICULAR GAMCO NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND WRITE THE NAME(S) OF THE NOMINEE(S) YOU DO NOT SUPPORT ON THE LINE BELOW. YOUR SHARES WILL BE VOTED FOR THE REMAINING GAMCO NOMINEE(S). YOU MAY ALSO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE ADDITIONAL COACHMEN NOMINEES BY WRITING THE NAME OF THE
NOMINEE(S) BELOW.
GAMCO DOES NOT OBJECT TO STOCKHOLDERS VOTING FOR PROPOSAL 2.
PROPOSAL 2 --
To amend the Articles of Incorporation of the Company to change the name of the Company to All American Group, Inc.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PROPOSAL 3 --
To transact such other business as may properly come before the meeting or any adjournment thereof.
In their discretion, the herein named attorneys and proxies are authorized to vote upon such other matters as may properly come before the 2010 Annual Meeting.
IF YOU HAVE ANY QUESTIONS, REQUIRE ASSISTANCE WITH VOTING YOUR BLUE PROXY CARD, OR NEED ADDITIONAL COPIES OF GAMCO’s PROXY MATERIAL, PLEASE CALL GAMCO AT THE PHONE NUMBERS LISTED BELOW.
