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Coachmen Board Rejects Thor Bid

April 28, 2000

ELKHART, Ind. (AP) _ The board of motor home maker Coachmen Industries Inc. rejected a $289.6 million buyout offer Thursday but warned shareholders its first-quarter earnings will come in lower than Wall Street expected.

Thor Industries Inc. is offering $18 in cash and stock for each share of Coachmen stock to create the nation’s second-largest builder of recreational vehicles.

However, Coachmen said its board believes the company is more valuable as an independent company, that Thor’s offer is too low, and that the two companies would not fit together well because of differing philosophies on product positioning, dealer practices and cultures.

``Thor has launched its proposal at a time when not only is Coachmen’s stock price depressed, but the entire RV sector is out of favor with investors,″ Claire C. Skinner, Coachmen’s chairwoman and chief executive, said in a statement.

``Thor is trying to stampede shareholders to sell at a depressed price before the value of our recent spending on technology and infrastructure pays off. This is clearly an attempt to buy Coachmen on the cheap,″ she said.

Coachmen said a piece of that new technology _ a new management information system _ will cause first-quarter earnings to fall four to five cents short of analysts’ consensus estimate of 30 cents per share, or approximately $4.6 million. Acquiring and implementing the system also had hurt 1999 earnings, it said.

Shares of Coachmen were down 50 cents to $15.18 3/4 per share Thursday on the New York Stock Exchange. Thor was down 62 1/2 cents to $26.87 1/2.

Thor president and chief executive Wade Thompson did not return a telephone message Thursday.

Thor, based in Jackson Center, Ohio, earned $30.8 million on sales of $805.8 million in the year ended July 31. Coachmen earned $29.5 million on sales of $847 million in 1999.

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