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:
{ x } Preliminary Proxy Statement
{ } Confidential, for Use of the Commission Only (as Permitted by Rule
14a-6(e)(2))
{ } Definitive Proxy Statement
{ } Definitive Additional Materials
{ x } 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:
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.............................................................................
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:
.............................................................................
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PRELIMINARY COPY - SUBJECT TO COMPLETION
PROXY STATEMENT OF THOR INDUSTRIES, INC.
SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS
OF COACHMEN INDUSTRIES, INC. FOR THE
ANNUAL MEETING OF SHAREHOLDERS
OF
COACHMEN INDUSTRIES, INC.
TO BE HELD ON MAY 4, 2000
-----------------------------------
PROXY STATEMENT TO WITHHOLD AUTHORITY
FOR THE ELECTION OF DIRECTORS AND
IN OPPOSITION TO THE APPROVAL OF THE
2000 OMNIBUS STOCK INCENTIVE PROGRAM
OF COACHMEN INDUSTRIES, INC.
-------------------------------------
This Proxy Statement and the enclosed BLUE proxy card are being
furnished by Thor Industries, Inc. ("Thor") to the shareholders of Coachmen
Industries, Inc., an Indiana corporation (the "Company"), in connection with
Thor's solicitation of proxies from the holders of Common Stock of the Company
(the "Common Stock"), to be used for the purposes described herein at the Annual
Meeting of shareholders of the Company scheduled to be held on May 4, 2000 at
Christiana Creek Country Club, 116 West Bristol Street, Elkhart, Indiana at
10:00 a.m. (including any adjournment or postponement thereof, the "Annual
Meeting"). The principal executive offices of the Company are located at 2831
Dexter Drive, Elkhart, Indiana 46514. This Proxy Statement and the accompanying
BLUE proxy card are first being sent to shareholders of the Company by Thor on
or about April __, 2000.
Pursuant to this Proxy Statement, Thor is soliciting proxies from
shareholders of the Company to (i) withhold authority to vote for each of the
ten nominees for election to the Board of Directors of the Company at the Annual
Meeting and (ii) to vote against the approval of the Company's 2000 Omnibus
Stock Incentive Program (the "2000 Program"). A proxy in the
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accompanying form which is properly signed, dated, returned and not revoked will
be voted to withhold authority to vote for each of the nominees for the Board of
Directors of the Company and against the approval of the 2000 Program.
Discretionary authority is provided in the proxy sought hereby as to other
business as may properly come before the Annual Meeting (of which Thor is not
aware as of the date hereof) and matters incident to the conduct of the meeting.
Such proxy will only be exercised in accordance with Rule 14a-4 under the
Securities Exchange Act of 1934, as amended.
Because of the short period of time between the date on which Thor is
first distributing this Proxy Statement and the scheduled date for the Annual
Meeting, it is possible that shareholders of the Company will not receive this
Proxy Statement and the accompanying BLUE proxy card in time to have the proxy
card returned prior to the Annual Meeting. As a result, Thor urges shareholders
to vote to withhold authority for the election of the director nominees at the
Annual Meeting and against the 2000 Program using the proxy card that was sent
by the Company along with the Company's proxy statement regarding the Annual
Meeting.
The record date for determining shareholders of the Company entitled to
notice of and to vote at the Annual Meeting is March 21, 2000 (the "Record
Date"). Based on the Company's proxy statement regarding the Annual Meeting, as
of the Record Date, there were 15,560,391 shares of Common Stock outstanding.
Each share of Common Stock is entitled to one vote on each matter submitted to a
vote of the Annual Meeting.
BACKGROUND TO PROXY SOLICITATION
On a number of occasions over the last year, Thor, which owns 466,300
shares of Common Stock, has approached the Company confidentially with a view
toward entering into discussions about a mutually beneficial merger. On February
21, 2000, Thor privately proposed a merger at a price of $17 per share of Common
Stock, consisting of 50% cash and 50% Thor stock. The Company rejected our
offer.
On April 17, 2000, Thor made a proposal to the Company to acquire all
of its outstanding Common Stock for $18 per share. The proposed consideration
consists of 60% cash and 40% Thor stock based upon Thor's closing price of $24
7/16 on April 14, 2000 (resulting in an exchange ratio of 0.7366 Thor shares for
each share of Common Stock exchanged entirely for Thor stock). The offer is not
subject to financing contingencies. The offer not only gives the Company's
shareholders a substantial premium, but also permits them to continue as
shareholders in the combined enterprise, providing further opportunities for
long-term value enhancement.
We reluctantly made our proposal public because of the previous
unwillingness of the Company to enter into discussions with us about a mutually
beneficial merger. By making our current offer public, we felt that the
Company's shareholders would then be able to express their desire to have the
management talk to us. Thor is urging shareholders to withhold authority to vote
for each of the directors of the Company, and to vote against the 2000 Program,
to send a message to the Company management that the shareholders are
disappointed with the Company's financial performance and to express their
desire that the Company should negotiate with and enter into a merger agreement
with Thor.
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QUORUM; REQUIRED VOTE
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum at the Annual Meeting. Directors will be
elected by a plurality of votes cast at the Annual Meeting. For any other matter
that may properly come before the meeting, including the approval of the 2000
Program, approval is obtained if the votes cast in favor exceed the votes cast
in opposition.
Abstentions will be counted for purposes of determining a quorum at the
Annual Meeting. Abstentions will have no effect on the voting for the election
of directors or the approval of the 2000 Program. Broker non-votes will have no
effect on any matter at the Annual Meeting.
The attached BLUE proxy card will give the proxies named therein
discretionary authority to vote on other matters set forth herein, other
business as may properly come before the Annual Meeting of which Thor is not
aware as of the date hereof and matters incident to the conduct of the meeting.
Such discretionary authority will include the ability to vote shares on any
proposal to adjourn the Annual Meeting.
PROPOSAL 1: ELECTION OF DIRECTORS
At the Annual Meeting if a quorum is present, ten nominees will be
elected to the Board of Directors to hold office until the next annual meeting
of the Company or until their successors are duly elected and qualified.
Thor is soliciting proxies to withhold authority for each of the ten
nominees to the Board of Directors of the Company. By voting to withhold
authority on the election of the director nominees, shareholders can send
management a strong message that they are dissatisfied with the financial
performance of the Company, and express their desire that the Company should
negotiate with and enter into an agreement with Thor.
Regardless of the outcome of this solicitation, if a quorum is present
at the Annual Meeting, the current director nominees proposed by the Company in
its proxy statement for the Annual Meeting will be re-elected to the Board of
Directors because there is no alternative slate of directors.
The accompanying BLUE proxy card will be voted in accordance with the
instructions of the shareholder on such BLUE proxy card. If no direction is
given, the enclosed BLUE proxy card will be voted to withhold authority for each
of the director nominees. Thor recommends that shareholders vote to WITHHOLD
authority to vote for the election of the director nominees at the Annual
Meeting.
PROPOSAL 2: 2000 OMNIBUS STOCK
INCENTIVE PROGRAM
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Thor opposes the approval of the Company's 2000 Omnibus Stock Incentive
Program proposed by the Company at the Annual Meeting. We believe that the 2000
Program is an attempt by management to unjustly increase their compensation
without offering a reciprocal increase in their accountability for the financial
performance (or, in their case, under performance) of the Company. Moreover, by
voting AGAINST, shareholders can express their desire for the Company to
negotiate with and enter into an agreement with Thor.
Thor recommends that the shareholders of the Company vote AGAINST the
2000 Program. The accompanying BLUE proxy card will be voted in accordance with
the instructions on such proxy card. Shareholders may vote for, against or
abstain with respect to the approval of the 2000 Program. If no direction is
given, the enclosed BLUE proxy card will be voted against the approval of the
2000 Program.
VOTING YOUR SHARES
Whether or not you plan to attend the Annual Meeting, we urge you to
vote to withhold authority for election of the director nominees and against the
2000 Program by so indicating on the enclosed BLUE proxy card and immediately
mailing the BLUE proxy card in the enclosed envelope. You may do this even if
you have already sent in the proxy card solicited by the Board of Directors of
the Company. It is the last dated proxy that counts. You may also vote to
withhold authority of the election of the director nominees and against the 2000
Program by filling out the appropriate boxes and returning to the Company the
proxy card sent to you by the Board of Directors of the Company.
The BLUE proxy card provided herein is revocable. You may revoke your
proxy at any time prior to its exercise by attending the Annual Meeting and
voting in person (although attendance at the Annual Meeting will not in and of
itself constitute revocation of the proxy) or by delivering a written notice of
revocation or a duly executed proxy relating to the matters to be considered at
the Annual Meeting and bearing a later date to the Secretary of the Company at
P.O. Box 300, Elkhart, Indiana 46515. Unless revoked in the manner set forth
above, proxies in the form enclosed will be voted at the Annual Meeting in
accordance with your instructions. In the absence of such instructions, such
proxies will be voted to withhold authority to vote for the director nominees
and against the 2000 Program.
YOUR VOTE IS IMPORTANT!!
PLEASE SIGN, DATE AND RETURN THE BLUE PROXY CARD TODAY.
If you have already sent a proxy to the Board of Directors of the
Company, you may revoke that proxy and vote to withhold authority to vote for
the director nominees and against the 2000 Program by signing, dating and
mailing the enclosed BLUE proxy card and indicating your vote and authority as
appropriate.
If your shares are held in the name of a bank, broker or other nominee,
you should immediately contact the person responsible for your account and
direct him or her to execute the BLUE card withholding authority to vote for the
Director nominees and against the 2000 program.
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STOCK OWNERSHIP INFORMATION
Based upon the Company's proxy statement that was mailed to
shareholders on or about March 27, 2000, the following table sets forth, as of
the Record Date, certain information concerning the only parties known to the
Company to have beneficial ownership of more than 5 percent of the outstanding
Common Stock and the stock ownership of each director, named executive officer
and all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF
SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT
OF BENEFICIAL OWNER OWNED OF CLASS
<S> <C> <C>
First Pacific Advisors, Inc. 2,650,500 17.0%
11400 West Olympic Blvd., Suite 1200
Los Angeles, California 90064
Brinson Partners, Inc. 1,296,499 8.3%
209 South LaSalle
Chicago, Illinois 60604
J. L. Kaplan Associates, LLC 1,107,150 7.1%
222 Berkeley Street, Suite 2010
Boston, Massachusetts 02116
Dimensional Fund Advisors, Inc. 886,400 5.7%
1299 Ocean Avenue
Santa Monica, California 90401
Thomas H. Corson 576,150 3.7%
Retired Chairman of the Board
P.O. Box 504
Middlebury, Indiana 46540
Dorthy S. Corson 507,540 3.3%
(Wife of Thomas H. Corson)
P.O. Box 504
Middlebury, Indiana 46540
Claire C. Skinner 268,252 1.7%(1)(2)
Keith D. Corson 93,900 (1)(2)(3)
Geoffrey B. Bloom 1,000 (3)
Robert J. Deputy 13,000 (3)
Donald W. Hudler 1,000 (3)
William P. Johnson 16,315 (3)
Philip G. Lux 96,136 (3)
Edwin W. Miller 1,900 (3)
Frederick M. Miller --- (3)
Gene E. Stout 26,019 (2)(3)
James P. Skinner 52,492 (2)(3)
John T. Trant 13,550 (2)(3)
Directors and Executive Officers as a group (18 persons) 1,649,421 10.6%
</TABLE>
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(1) Includes shares as to which beneficial ownership is disclaimed, held by
or for the benefit of family members as follows: C. C. Skinner, 52,492
shares and K.D. Corson, 36,400 shares.
(2) Includes 30,000 shares held under options exercisable within 60 days of
the Record Date by C.C. Skinner, 25,000 shares by K.D. Corson, 14,000
shares by Gene E. Stout, 12,750 by James P. Skinner and 12,750 by John
T. Trant.
(3) Less than 1.0%.
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THE SOLICITATION
Thor will bear all costs and expenses relating to the Proxy Statement,
including the costs of preparing, printing and mailing to shareholders of the
Company this Proxy Statement and the BLUE proxy card enclosed herewith,
including return postage, as well as the payment of all salaries and expenses of
any agents of Thor authorized to assist it in the preparation or dissemination
of this Proxy Statement (the "Authorized Agents"). Thor does not currently
intend to seek reimbursements for such expenses from the Company. Thor estimates
that total expenditures for the solicitation will be $50,000, approximately
$5,000 of which has been spent to date. In addition to making the solicitation
by use of the mails, Thor and/or its Authorized Agents may disseminate or
present the solicitation personally or by advertisement, telephone or facsimile
(the "Solicitation Materials"). Thor has made arrangements with the Authorized
Agents for assistance with the preparation and forwarding of the Proxy Statement
and other solicitation materials to the beneficial owners of the shares of
Common Stock and Thor will reimburse such Authorized Agents for all expenses
incurred by them in connection therewith. Banks, brokerage houses, other
custodians, nominees and fiduciaries have been requested to forward the
solicitation materials to the beneficial owners of the shares they hold of
record, and Thor will reimburse them for reasonable out-of-pocket expenses in
connection therewith.
The "participants" (as defined in Instruction 3 to Item 4 of Schedule
14A promulgated under the Securities Exchange Act of 1934, as amended ("Schedule
14A")) in this solicitation may be deemed to include Thor, which beneficially
owns 466,300 shares of Common Stock of the Company, Wade F.B. Thompson, the
Chairman, Chief Executive Officer and President of Thor, who does not directly
own any shares of Common Stock of the Company, and Peter B. Orthwein, the Vice
Chairman and Treasurer of Thor, who beneficially owns 300 shares of Common Stock
of the Company. Exhibit A attached hereto sets forth a schedule of all
securities of the Company purchased or sold within the past two years by the
participants. Mr. Thompson and Mr. Orthwein may be deemed to beneficially own
approximately 4,535,930 and 639,100 shares of Thor Common Stock, respectively.
The business address of each of the above-referenced participants is
419 West Pike Street, P.O. Box 629, Jackson Center, Ohio 45334. None of such
participants is a party to any other arrangement or understanding concerning
Common Stock of the Company, or any other arrangement or understanding with any
person with respect to future employment by the Company or its affiliates or
with respect to any future transaction to which the Company or any of its
affiliates will or may be a party.
Thor has retained D.F. King & Co., Inc. ("D.F. King & Co.") to assist
Thor in the solicitation. D.F. King & Co.'s principal business address is 77
Water Street, 20th Floor, New York, New York 10005. D.F. King & Co. will receive
an estimated fee of $15,000, plus reimbursement of reasonable expenses, in
connection with the solicitation. D.F. King & Co. will use approximately 25
persons in its solicitation efforts. Thor has also agreed to indemnify D.F. King
& Co. against certain liabilities. D.F. King & Co. will solicit proxies from
individuals, brokers, bank nominees and other institutional holders.
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In addition to any solicitations that may be made by any of the
above-referenced persons, Thor has retained BMO Nesbitt Burns Corp. ("BMO
Nesbitt Burns") to act as its financial advisor. The principal business address
of BMO Nesbitt Burns is 111 West Monroe Street, 20th Floor, Chicago, Illinois
60603. 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 of the Company
for the purpose of assisting in such proposed solicitation: Steven Knoop,
Managing Director. 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 the Company 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
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 Common Stock held in asset management, brokerage and other accounts. BMO
Nesbitt Burns and each of its affiliates disclaim beneficial ownership of such
shares.
In addition to any solicitations that may be made by any of the
above-referenced persons, Thor has retained Barry Vogel as an advisor. Mr. Vogel
is a securities analyst and financial advisor whose principal business address
is 19 Court Street, White Plains, NY 10601. In connection with his engagement,
Thor anticipates that Mr. Vogel may communicate in person, by telephone or
otherwise with a limited number of institutions, brokers or other persons who
are shareholders of Coachmen for the purpose of assisting in the proposed
solicitation. Mr. Vogel will not receive any fee for, or in connection with,
such solicitation activities, apart from the fees to which he is otherwise
entitled under the terms of his engagement. Thor has agreed to pay Mr. Vogel a
fee as compensation for acting as an advisor to Thor in this transaction. Mr.
Vogel and members of his immediate family beneficially own 14,400 shares of
common stock of Coachmen.
OTHER MATTERS
Except as otherwise noted herein, the information concerning the
Company contained in this Proxy Statement or the Solicitation Materials has been
taken from or is based upon documents and records on file with the Securities
and Exchange Commission and other publicly available information. Although Thor
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does not have any knowledge that would indicate that any statement contained
herein or therein based upon such documents and records is untrue, Thor does not
take any responsibility for the accuracy or completeness of the information
contained in such documents and records, or for any failure by the Company to
disclose events that may affect the significance or accuracy of any such
information.
PROPOSALS OF THE SHAREHOLDERS
Based upon the Company's proxy statement that was mailed to
shareholders on or about March 27, 2000, proposals which shareholders intend to
present at the annual meeting of the Company to be held on 2001 must be received
by November 27, 2000 at the Company's principal executive offices located at
2831 Dexter Drive, Elkhart, Indiana, 46515, Attention: Secretary.
FORWARD-LOOKING STATEMENT
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 other things, 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.
ADDITIONAL INFORMATION
If you have any questions or require any additional information in
connection with this Proxy Statement or need assistance in voting your shares,
please contact D.F. King & Co. at the address and telephone number set forth
below. If your shares are held in the name of a brokerage firm or bank nominee
or other institution, only they can vote your shares. Accordingly, please
contact the person responsible for your account and give instructions for your
shares to be voted.
D.F. King & Co., Inc.
77 Water Street
20th Floor
New York, New York 10005
Toll Free: 1-888-242-8149
Banks and Brokers call collect: (212) 269-5550
Thor Industries, Inc.
Dated: April ___, 2000
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Exhibit A
Transactions in Common Stock of Coachmen Industries, Inc. within two
years of April __, 2000.
THOR INDUSTRIES, INC.
No. of Shares
Trade Date Bought/(Sold)
----------- -------------
11/22/99 10,000
11/22/99 20,000
11/23/99 10,000
11/24/99 10,000
11/29/99 10,000
11/29/00 10,000
12/2/00 9,300
12/15/00 20,000
2/1/00 10,000
2/2/00 9,800
2/2/00 7,100
2/7/00 40,400
2/7/00 12,200
2/7/00 40,000
2/7/00 20,000
2/7/00 20,000
2/8/00 10,000
2/8/00 35,200
2/8/00 60,000
2/9/00 6,100
2/9/00 29,700
2/9/00 10,000
2/16/00 5,700
2/16/00 31,800
2/18/00 19,000
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-- Back Cover --
IMPORTANT
IF YOU HAVE NOT ALREADY VOTED you can vote to WITHHOLD AUTHORITY for the
Election of Directors and AGAINST the 2000 Omnibus Stock Incentive Program by
using the enclosed BLUE proxy card, or by using the proxy card furnished by
Coachmen.
IF YOU HAVE ALREADY MAILED A PROXY CARD voting for the Election of Directors and
FOR the 2000 Omnibus Stock Incentive Program, you can still CHANGE YOUR VOTE by:
(1) using the enclosed BLUE card; or
(2) delivering to Coachmen a later dated Coachmen proxy card voting
to WITHHOLD AUTHORITY for the Election of Directors and AGAINST
the 2000 Omnibus Stock Incentive Program.
If your shares are held in the name of a bank, broker or other nominee, you
should contact the person responsible for your account and direct him or her to
vote your shares to WITHHOLD AUTHORITY for the Election of Directors and AGAINST
the 2000 Omnibus Stock Incentive Program.
If you have any questions or need assistance, please call D.F. King & Co., Inc.
at 1-888-242-8149.
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PRELIMINARY COPY - SUBJECT TO COMPLETION
COACHMEN INDUSTRIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THOR INDUSTRIES, INC. FOR THE
ANNUAL MEETING OF SHAREHOLDERS OF COACHMEN INDUSTRIES, INC. TO BE HELD ON MAY 4,
2000.
The undersigned shareholder of Coachmen Industries, Inc., an Indiana
corporation ("Coachmen"), hereby appoints ___________ and ___________, jointly
and individually, as proxies, each with full power of substitution, and hereby
authorizes them to represent and to vote, as directed below, all shares of
common stock of Coachmen that the undersigned would be entitled to vote if
personally present at the Annual Meeting of shareholders of Coachmen to be held
on Thursday, May 4, 2000 at Christiana Creek Country Club, 116 West Bristol
Street, Elkhart, Indiana, at 10:00 a.m., or any adjournments or postponements
thereof, hereby revoking all prior proxies, as follows on the reverse side.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
THOR RECOMMENDS THAT YOU VOTE TO WITHHOLD AUTHORITY FOR ALL NOMINEES LISTED
BELOW.
1. THE ELECTION OF TEN DIRECTORS TO SERVE UNTIL THE NEXT ANNUAL MEETING OF
SHAREHOLDERS.
[ ] WITHHOLD AUTHORITY FOR [ ] FOR ALL NOMINEES
ALL NOMINEES LISTED BELOW LISTED BELOW
* INSTRUCTION: To withhold authority to vote for a given nominee, strike through
the nominee's name:
Claire C. Skinner * Keith D. Corson * Thomas H. Corson * Geoffrey B. Bloom *
Robert J. Deputy * Donald W. Hudler * William P. Johnson * Philip G. Lux * Edwin
W. Miller * Frederick M. Miller
THOR RECOMMENDS THAT YOU VOTE AGAINST THE APPROVAL OF THE 2000 OMNIBUS STOCK
INCENTIVE PROGRAM.
2. THE APPROVAL OF THE 2000 OMNIBUS STOCK INCENTIVE PROGRAM.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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3. The Proxyholders are authorized to vote in their discretion FOR, AGAINST or
ABSTAIN upon all other matters that may properly come before the Annual Meeting
or any adjournments or postponements thereof.
IF NO CONTRARY SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED TO WITHHOLD
AUTHORITY FOR ALL OF THE DIRECTOR NOMINEES AND AGAINST THE 2000 OMNIBUS STOCK
INCENTIVE PROGRAM.
PLEASE MARK, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED WITH
RESPECT TO THE MATTERS COVERED HEREBY.
Dated: ___________________, 2000
--------------------------------------
Signature
Dated: ___________________, 2000
--------------------------------------
Signature if held jointly
* NOTE: When shares are held by joint tenants, both should sign. Persons signing
as executor, administrator, trustee, etc. should so indicate. Please sign
exactly as the name appears on the proxy.
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