UNITED
STATES


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):  December 22,
2008





COACHMEN
INDUSTRIES, INC.


(Exact
name of registrant as specified in its charter)





INDIANA
            
            1-7160
            
            35-1101097(State
      or other jurisdiction
            
            (Commission
      File Number)
            
            (I.R.S.
      Employerof
      incorporation or organization)
            
            
            
            Identification
      No.)423
      North Main Street, Middlebury, Indiana
            
            
            
            46540(Address
      of Principal Executive Offices)
            
            
            
            (Zip
      Code)(574)
      825-5821(Registrant’s
      telephone number,including
      area code)N/A(Former
      Name or Former Address,if
      Changed Since Last Report)





Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:





□
            Written
      communications pursuant to Rule 425 under the Securities Act (17 CFR
      230.425)□
            Soliciting
      material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)□
            Pre-commencement
      communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
      240.14d-2(b))□
            Pre-commencement
      communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
      240.13e-4(c))








ITEM
1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT





See Item
2.01 below.





ITEM
2.01.  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS





On December 26, 2008, the
Registrant completed the sale of substantially all of the assets of its
recreational vehicle manufacturing and sales business to Forest River, Inc. The
closing consideration paid was approximately $40.0 million. Of the closing
consideration, approximately $11.5 million was paid into two escrow accounts and
is subject to reduction for indemnification and certain other claims. Proceeds
were applied in accordance with the terms of the purchase agreement by $1.9
million to settle a contingent liability of approximately $11.0 million related
to the Registrant’s bailment chassis pool with Ford Motor Company and by $2.0
million to purchase the required 5 year term of tail insurance.





In connection with closing of the sale
of the RV business, Michael R. Terlep, Jr., the former President of the
Registrant’s RV Group and a former member of the Registrant’s executive
management committee, will be employed by Forest River, as of January 15,
2009.





With a
portion of the proceeds of the consideration for the RV business, the Registrant
paid the entire outstanding balance on its line of credit with Bank of America,
leaving the Company with no indebtedness on its revolving line of credit. The
Company and Bank of America are currently evaluating opportunities to
restructure the current agreement to provide a facility tailored to the future
operations of the Company.





On December 22, 2008, the Registrant
sold 27 acres of real estate located in Middlebury, Indiana, along with the
building and fixtures on the real estate, for $1.9 million. The site was a
former manufacturing facility which had been vacant and placed up for sale in
2008.





ITEM
5.02.  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS





See Item 2.01 above.





ITEM
9.01.  FINANCIAL STATEMENTS AND EXHIBITS





(a)
            Not
      applicable.


(b)
            The
      pro forma financial information required to be filed with this report is
      incorporated herein by reference to the Registrant’s definitive proxy
      statement filed with the SEC on December 8,
  2008.


(c)
            Not
      applicable.


(d)
            Exhibit
      99:  Press Release dated December 29,
  2008.








SIGNATURE





Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.





COACHMEN
INDUSTRIES, INC.








Date:
            December
      29, 2008
            
            By:
            /s/
      Thomas P. GehlThomas
      P. Gehl, SecretaryPrinted
      Name and Title