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Thor Proposes to Acquire Coachmen

17 April 2000

Thor Proposes to Acquire Coachmen for $18 Per Share in Cash and Stock Valued At $289.6 Million; Offer is 41.9% Above Coachmen's Price; Transaction Expected To Be Accretive
    JACKSON CENTER, Ohio, April 17 Thor Industries, Inc.
(NYSE: THO) announced today that it delivered the following letter to Ms.
Claire C. Skinner, Chairman and CEO of Coachmen Industries, Inc. (NYSE: COA).

    April 17, 2000

    Ms. Claire C. Skinner, Chairman, Coachmen Industries, Inc.,
    2831 Dexter Drive, Elkhart, IN  46515

    Dear Claire:

    As I have discussed with you on a number of occasions over the last few
months, we believe that a merger of Coachmen and Thor would be in the best
interests of our two companies.  We fail to understand why, despite our
repeated requests, your Board will not negotiate with Thor concerning the
transaction.
    Thor is prepared to acquire all of the outstanding Coachmen common stock
for $18.00 per share, for an aggregate of $289.6 million based on outstanding
shares and estimated in-the-money options at that price. The consideration
would consist of 60% in cash and 40% in Thor stock based on Friday's close of
$24 7/16 (0.7366 Thor shares per Coachmen share). The $18 offering price
represents a 41.9% premium over Coachmen's closing common stock price of
$12 11/16 last Friday.  This transaction would not only give your shareholders
a substantial premium, but also permit them the opportunity to continue in the
combined enterprise. Our offer is not subject to financing contingencies.
    Our $18.00 per share price represents a compelling value for Coachmen
shareholders.  Nevertheless, if you can show us additional value through the
due diligence process, which we have not previously considered, we would
entertain increasing our offer in the context of negotiating a definitive
agreement.

    ADVANTAGES OF A COMBINATION WITH THOR
    The advantages of a merger of Coachmen and Thor are significant:

    -- The combined company would be easily the second largest RV builder, the
       largest mid-size bus manufacturer, and the largest modular housing
       producer.

    -- We believe the transaction would be immediately accretive on a pro-
       forma earnings per share basis and create additional near term
       opportunities to increase shareholder value as a result of:

       -- significant cost savings from increased purchasing leverage in the
          RV industry, an $8 billion industry with over 100 manufacturers.  We
          believe the industry will consolidate, with first-mover advantages
          to be gained.
       -- major synergies due to the fit in products and geography between the
          two companies. Thor's strength in towable recreation vehicles will
          complement Coachmen's motorhome strength.

    THOR'S PERFORMANCE IS EXCELLENT
    Thor has achieved an excellent record of profitable growth in the
recreation vehicle and bus industries since our founding 20 years ago.
    -- We have never had a year in which we lost money.  Our diluted earnings
       per share have grown from $1.12 in fiscal 1996 to $2.52 in fiscal 1999,
       a compound annual growth rate of 31.0%, while Coachmen's diluted
       earnings per share have declined from $1.84 in fiscal 1996 to $1.80 in
       fiscal 1999.  These earnings results were achieved while both companies
       had similar revenue growth rates during the same periods.

    -- In the six months ended January 31, 2000, our sales were a record
       $414.7 million, up 17% from last year and our net income was a record
       $16.4 million, up 32% from last year.  Notably, RV income was up 37%
       and RV sales increased 18% in the latest six months.

    -- Our stock should be very attractive to Coachmen shareholders, as the
       ratio of Coachmen to Thor closing stock prices has declined during the
       last two years.  Specifically, on February 4, 1998 this ratio was 1.26x
       and has fallen to .52x on April 14, 2000. Thor's closing stock price
       has increased 8.0% from $22 5/8 on March 31, 1999 to $24 7/16 on April
       14, 2000.  Coachmen's closing stock price has dropped 38.1% from $20
       1/2 on March 31, 1999 to $12 11/16 on April 14, 2000.

    -- We have grown through a combination of internal growth and
       acquisitions.  We have skillfully integrated our acquisitions into
       existing operations and we would do the same with Coachmen.

    As you know, we are already a leading employer in northern Indiana with
about 1,200 employees located in the Elkhart, Goshen, Middlebury, and Syracuse
areas.  We are strongly committed to these communities as evidenced by the
major investments in state-of-the-art facilities recently completed at Four
Winds and Dutchmen.
    While our proposal is subject to execution of definitive documentation and
confirmatory due diligence, we believe that we can move quickly to complete
these items and consummate the transaction.  We and our financial and legal
advisors, BMO Nesbitt Burns Corp. and Akin, Gump, Strauss, Hauer and Feld, are
ready to meet with you at any time and place at your earliest convenience.
    As I have stated several times to you, we wish to complete a friendly
transaction.  In that spirit, should you or any member of your Board have any
questions about our offer, please feel free to give me a call.  Because we
feel strongly that this is a transaction we must pursue, we have concluded
that the stockholders of both Coachmen and Thor should be informed of this
proposal. Therefore, we will release the text of this letter to the business
wires.

    Sincerely,

    Wade F. B. Thompson
    Chairman

    This 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.
    This press release and certain other communications made by or on behalf
of Thor may constitute a solicitation.  Thor intends to make a preliminary
filing with the Securities and Exchange Commission of proxy materials.  Thor
has not yet filed such materials.  Shareholders are advised to read the proxy
statement and other documents related to any proxy solicitation by Thor when
they become available because they will contain important information.  When
completed, a definitive proxy statement and related proxy materials will be
mailed to shareholders of Coachmen and will be available at no charge on the
Securities and Exchange Commission's website at http://www.sec.gov.
    Thor and certain other persons named below may be deemed to be
"participants" (as such term is defined in Schedule 14A promulgated under the
Securities Exchange Act of 1934, as amended) in any solicitation.  The
participants in this solicitation may include the following executive officers
of Thor: Wade Thompson and Peter Orthwein.  As of the date of this
communication, Thor and Peter Orthwein may be deemed the beneficial owner of
466,300 and 300 shares of common stock of Coachmen, respectively, and Mr.
Thompson and Mr. Orthwein may be deemed to beneficially own approximately
4,536,930 and 639,100 shares of Thor common stock, respectively.
    In addition to any solicitations that may be made by any of the above-
referenced persons, Thor has retained D.F. King & Co., Inc. and BMO Nesbitt
Burns Corp. ("BMO Nesbitt Burns") to act as advisors.  D.F. King is a proxy
solicitor that may provide solicitation services with respect to banks,
brokers, institutional investors and individual shareholders for which it will
receive customary compensation.  Employees of D.F. King may communicate in
person, by telephone or otherwise with persons who are shareholders of
Coachmen.  BMO Nesbitt Burns is an investment banking firm that provides a
range of financial services for institutional and individual clients.  In
connection with BMO Nesbitt Burns' engagement as financial advisor to Thor,
Thor anticipates that with respect to any solicitation the following employee
of BMO Nesbitt Burns may communicate in person, by telephone or otherwise with
a limited number of institutions, brokers or other persons who are
shareholders for the purpose of assisting in such proposed solicitation:
Steven Knoop.  BMO Nesbitt Burns does not believe that it or any of its
directors, officers, employees or affiliates is a "participant" as defined in
Schedule 14A or that Schedule 14A requires the disclosure of participant
information regarding BMO Nesbitt Burns. BMO Nesbitt Burns will not receive
any fee for, or in connection with, such solicitation activities, apart from
the fees to which they are otherwise entitled under the terms of their
engagement. Thor has agreed to pay BMO Nesbitt Burns customary compensation
for acting as financial advisor to Thor in this transaction and has agreed to
provide BMO Nesbitt Burns and certain persons related to BMO Nesbitt Burns
with customary indemnification against certain liabilities, including certain
liabilities under the federal securities laws, arising out of this engagement.
An affiliate of BMO Nesbitt Burns provides commercial lending services to
Thor.  In the ordinary course of its business, BMO Nesbitt Burns may trade
securities of Coachmen or Thor for its own account and the accounts of its
customers, and accordingly, may at any time hold a long or short position in
such securities.  BMO Nesbitt Burns has informed Thor that, as of the date
hereof, it does not hold any shares of Coachmen common stock for its own
account. BMO Nesbitt Burns and/or certain of its affiliates may have voting
and dispositive power with respect to certain shares of Coachmen common stock
held in asset management, brokerage and other accounts.  BMO Nesbitt Burns and
each of its affiliates disclaim beneficial ownership of such shares.