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 (Amendment No. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11 (c) or Rule 14a-12
THOR INDUSTRIES, INC.
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(Name of Registrant as Specified in Its Charter)
THOR INDUSTRIES, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the Appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
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(4) Proposed maximum aggregate value of transaction:
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/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) previous filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
THOR INDUSTRIES, Inc.
419 West Pike Street Jackson Center, Ohio 45334
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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December 4, 1995
The 1995 Annual Meeting of Stockholders of Thor Industries, Inc., will
be held at 230 Park Avenue, Suite 618, New York, N.Y., on December 4,
1995, at 1:00 p.m., local time, for the purpose of considering and
voting upon the following:
(1) The election of two directors to serve until the
Annual Meeting of Stockholders in 1998;
(2) Such other business as may properly come before the
meeting or any adjournment of the meeting.
Stockholders of record at the close of business on October 20, 1995,
will be entitled to vote at the meeting.
The Company does not expect that representatives of Deloitte & Touche
LLP, its principal accountant, will be present at the meeting and be
available in person to respond to questions. However, such
representatives will be available during the meeting by telephone to
any stockholder.
IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND RETURN YOUR PROXY CARD AS SOON AS POSSIBLE.
By Order of the Board of Directors,
Walter L. Bennett
Secretary
October 28, 1995
<PAGE>
THOR INDUSTRIES, Inc.
419 West Pike Street Jackson Center, Ohio 45334
Proxy Statement-------------------------------------------------------
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Thor Industries, Inc.
(the "Company''), for use at the 1995 Annual Meeting of Stockholders to
be held on December 4, 1995, and any adjournment thereof. The cost of
such solicitation is being borne by the Company. This proxy statement
and accompanying form of proxy have been provided to stockholders as
of October 28, 1995.
A proxy in the form accompanying this proxy statement that is properly
executed, duly returned to management and not revoked prior to the
Meeting will be voted in accordance with instructions contained
therein. If no instructions are given with respect to the proposals to
be voted upon, proxies will be voted in favor of such proposals. Each
proxy may be revoked until exercised by giving written notice to the
Secretary of the Company, by voting in person at the Meeting, or by
submitting a later-dated proxy.
The Common Stock of the Company constitutes its only outstanding
security entitled to vote on the matters to be voted upon at this
meeting. Each share of Common Stock entitles the holder to one vote.
Only stockholders of record at the close of business on October 20,
1995, are entitled to notice of and to vote at the Meeting or any
adjournment thereof. As of that date, 8,896,008 shares of Common Stock
were outstanding. The presence, in person or by proxy, of the holders
of a majority of all the issued and outstanding Common Stock is
necessary to constitute a quorum at the Meeting.
Abstentions and broker non-votes (i.e., shares held by a broker for
its customers that are not voted because the broker does not receive
instructions from the customer or because the broker does not have
discretionary voting power with respect to the item under
consideration) will be counted as present for purposes of determining
the presence or absence of a quorum for the transaction of business.
In accordance with the By-laws of the Company and the Delaware General
Corporation Law a plurality of the votes duly cast is required for the
election of directors. Under the Delaware General Corporation Law,
although abstentions and broker non-votes are deemed to be present for
the purpose of determining whether a quorum is present at a meeting,
abstentions and broker non-votes are not deemed to be a vote duly
cast. As a result, abstentions and broker non-votes will not be
included in the tabulation of voting results with respect to Proposal
#1, and therefore with respect to such matters abstentions and broker
non-votes do not have the effect of votes in opposition.
A copy of Company's Annual Report for the fiscal year ended July 31,
1995, ("fiscal 1995") is being sent to each stockholder of record
herewith. The Annual Report is not to be considered a part of this
proxy soliciting material.
<PAGE>
Proposal #1
Election of Directors-------------------------------------------------
In accordance with the Certificate of Incorporation of the Company as
amended in 1987, two Class B directors, Messrs. Orthwein and Tomson,
have decided to stand for re-election. Following such election, their
term of office will extend through the annual meeting in 1998.
The persons named in the enclosed proxy intend to vote FOR the
election of the nominees listed below. In the event that a nominee
becomes unavailable for election (a situation management does not now
anticipate), the shares represented by proxies will be voted, unless
authority is withheld, for such other person as may be designated by
the management.
The nominees are now directors of the Company and have served
continuously since their first election to the Board.
<TABLE>
<CAPTION>
First Became Director
Nominee Age Principal Occupation of the Company
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<S> <C> <S> <C>
Peter B. Orthwein 50 Vice Chairman and Treasurer of the Company 1980
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William C. Tomson 59 Executive Vice President, FISI-Madison Financial 1988
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</TABLE>
Business Experience of Directors and Executive Officers---------------
Wade F. B. Thompson, age 55, has been the President and Chief
Executive Officer and a Director of the Company since its founding. He
currently serves as Chairman, President, Chief Executive Officer and
Director of the Company.
Peter B. Orthwein, age 50, has served as Chairman of the Board,
Treasurer and a Director of the Company since its founding. He
currently serves as Vice Chairman, Treasurer and Director of the
Company.
Alan Siegel, age 60, who became a Director in September, 1983, is an
attorney and has been practicing law for more than five years. Mr.
Siegel is a Director of The Wet Seal, Inc., and Ermenegildo Zegna
Corporation.
William C. Tomson, age 59, who became a Director in June, 1988, is
Executive Vice President of FISI-Madison Financial Corporation. He is
also President of Marketing Outlooks, Inc., with which he has been
associated since its founding in 1973 as a founder, senior officer and
director.
Walter L. Bennett, age 49, has been with Airstream since July, 1977.
He became Vice President-Finance of Airstream, Inc., in September,
1980; Vice President-Finance of the Company in September, 1983; and
Chief Administrative Officer of the Company in November, 1985, and
Senior Vice President of the Company in February, 1989.
Clare G. Wentworth, age 56, has been with the Company since April,
1991, as its Vice President, Purchasing. He became Senior Vice
President of the Company in March, 1993. Prior to joining the Company,
he served as President and Vice President-Motor Home and Bus Division
of Champion Motor Coach, Inc., a subsidiary of Champion Enterprises,
Inc., and its predecessors for 3 1/2 and 4 years, respectively.
<PAGE>
Board of Directors, Committees and Attendance at Meetings-----------
Three classes of directors of the Company were elected at the Annual
Meeting in 1987 and will hold office until the annual meeting of
stockholders in the year in which the class term expires and until
their successors have been duly elected and qualified. The Company's
by-laws provide that the Board of Directors may increase the number of
directors up to a maximum of 15.
The Board of Directors has the responsibility for establishing broad
corporate policies and for the overall management of the business of
the Company. Members of the Board are kept informed of the Company's
performance by various reports sent to them at regular intervals by
management, as well as by operating and financial reports presented by
management at Board meetings. The entire Board met or took action by
unanimous consent 4 times during fiscal 1995.
The Stock Option Committee of the Board is composed of Messrs.
Orthwein, Siegel and Thompson; Messrs. Orthwein and Siegel constitute
the Audit Committee. The Stock Option Committee and the Audit
Committee did not meet during fiscal 1995. The Company does not have a
standing nominating committee.
The principal functions of the Stock Option Committee are to grant
options, determine which employees and other individuals performing
substantial service for the Company may be granted options, and
determine the rights and limitations attendant to options granted
under the Company's 1988 Stock Option Plan. The principal functions of
the Audit Committee are to recommend engagement of the Company's
independent public accountants and to maintain communications among
the Board of Directors, such independent public accountants and the
Company's internal accounting staff with respect to accounting and
auditing procedures, the implementation of recommendations by such
independent accountants, the adequacy of the Company's internal
controls and related matters.
Directors who are not employees of the Company are paid $2,000 per
directors' meeting attended, plus expenses. No separate compensation
is paid for attendance at committee meetings.
<PAGE>
Ownership of Common Stock---------------------------------------------
The following table sets forth certain information regarding the
Common Stock owned as of October 20, 1995, by each person known by the
Company to be the beneficial owner of more than 5% of the Common Stock
and by all directors and executive officers of the Company as a group.
Beneficial Ownership (1)
Name and Address of Beneficial Owner Number of Shares Percent
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Wade F. B. Thompson .........................3,273,512 (2) ...........36.8%
419 West Pike Street
Jackson Center, Ohio 45334
Peter B. Orthwein ...........................480,550 (3) (4) (5)...... 5.4%
419 West Pike Street
Jackson Center, Ohio 45334
First Pacific Advisors .......................768,500 (6) .............8.6%
11400 West Olympia Blvd.
Los Angeles, CA 90064
Capital Growth Management ....................442,800 (6) .............5.0%
One International Plaza
Boston, MA 02110
All directors and executive officers
as a group (seven persons)....................4,039,343 (7) ...........45.4%
(1)Except as otherwise indicated, the persons in the table have sole
voting investment power with respect to all shares of Common Stock
shown as beneficially owned by them.
(2)Does not include 148,750 shares owned of record by a trust for
the benefit of Mr. Thompson's children, of which Alan Siegel is
sole trustee.
(3)Does not include 112,500 shares owned of record by a trust for
the benefit of Mr. Orthwein's children, of which Alan Siegel is
co-trustee and as to which he does not have sole voting power.
(4)Includes 4,700 shares owned by Mr. Orthwein's wife, 20,000 shares
owned of record by a trust for the benefit of Mr. Orthwein's
children, of which Mr. Orthwein is a trustee and 12,800 shares of
record owned by Mr. Orthwein's children for which either Mr. or
Mrs. Orthwein act as custodian.
(5)Does not include 3,200 shares owned of record by Mr. Orthwein's
daughter, as to which Mr. Orthwein disclaims beneficial ownership.
(6)Based on Disclosure Database 10-06-95.
(7)Includes 148,750 shares and 112,500 shares as noted in footnotes
2 and 3 above.
<PAGE>
Executive Officers' Remuneration--------------------------------------
Information is furnished below concerning the compensation of the
Chief Executive Officer and the four highest paid executive officers
of the Company who earned more than $100,000 in salary and bonuses for
the last three fiscal years.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Long-term All Other
Compensation Compensation Compensation
(2) (3)
Securities
Underlying
Name and Principal Position Year Salary Bonus (1) Options (#)
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<S> <C> <C> <C> <C> <C>
Wade F. B. Thompson 1995 $ 200,000 $100,000 - $ 185,763
Chairman, President, 1994 180,769 200,000 - 186,029
Chief Executive Officer 1993 75,000 - - 186,000
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Peter B. Orthwein 1995 70,000 50,000 - 41,730
Vice Chairman, Treasurer 1994 66,923 100,000 - 41,800
1993 50,000 - - 42,000
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C. David Hoefer (4) 1995 250,000 1,910,277 - 70,500
Group President 1994 250,000 2,247,285 - 70,500
Dutchmen Manufacturing, Inc. 1993 250,000 2,059,728 - 70,500
and Four Winds International
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Walter L. Bennett 1995 75,000 157,000 - 843
Senior Vice President 1994 75,000 167,000 - 951
Chief Administrative Officer 1993 75,000 118,000 - 1,235
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Clare G. Wentworth 1995 75,000 157,000 - -
Senior Vice President 1994 75,000 167,000 - -
1993 75,000 113,000 - -
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</TABLE>
(1)Messrs. Bennett's, Wentworth's, Thompson's and Orthwein's
bonuses are based on the Company's net income before taxes. Mr
Hoefer's bonus was a contractual performance bonus pursuant to an
agreement based on a percentage of pre-tax profit of Dutchmen and
Four Winds.
(2)The Company and Messrs. Thompson and Orthwein entered into a
split-dollar life insurance arrangement effective March 18, 1993,
under which the Company assists Messrs. Thompson and Orthwein in
purchasing whole life insurance on their lives and that of their
wives. Under the arrangement Messrs. Thompson and Orthwein pay a
portion of the premiums based upon certain Internal Revenue
standards and the Company advances the balance of the premiums.
The Company is entitled to repayment of the amounts it advances,
without interest, upon the occurrence of certain events, including
the buildup of the policy's cash surrender value or upon the
payment of the death benefit under the policy.
(3)Mr. Bennett earns interest in a frozen account of the Airstream,
Inc., Profit Sharing Plan. As of July 31, 1995, approximately
$19,047 was fully vested in Mr. Bennett's account.
(4)On September 27, 1995, the Company and Mr. Hoefer entered into a
separation agreement under which Mr. Hoefer was paid $2,000,000 in
full settlement of his base salary, incentive bonus and deferred
compensation contracts with Dutchmen and Four Winds. These
contracts had terms expiring July 31, 1996, and July 31, 1997,
respectively. Mr. Hoefer will still be subject to certain non-
competition, non-disclosure and non-solicitation covenants which
survive the termination of the employment contracts.
<PAGE>
Options Held and Year End Values--------------------------------------
The following table contains information on stock options held by the
Company's Executive Officers noted above. No grants were made during
Fiscal 1995.
<TABLE>
<CAPTION>
Number of
Options Value of Unexercised
Shares Acquired Value @ 7-31-95 In-The-Money Options
Name on Exercise (#) Realized ($) Exercisable/ Unexercisable @ 7-31-95 ($)
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<S> <C> <C> <C> <C>
Wade F. B. Thompson -0- N/A -0- N/A
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Peter B. Orthwein -0- N/A -0- N/A
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C. David Hoefer -0- N/A 30,000/-0- $16,350
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Walter L. Bennett -0- N/A -0- N/A
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Clare G. Wentworth -0- N/A -0- N/A
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</TABLE>
Performance Graph
The performance graph set forth below compares the cumulative total
stockholder returns on Thor's Common Stock (assumes $100 invested on
July 31, 1990, and that all dividends are reinvested) against the
cumulative total returns of the Standard and Poor Corporation's S&P
500 Composites Stock Price Index (S&P 500) and a ``Peer Group'' of
companies selected by Thor whose primary business is recreation
vehicles for the five year period ended July 31, 1995. The peer group
consists of the following companies: Coachmen Industries, Inc.;
Fleetwood Enterprises, Inc.; Kit Manufacturing Company, and Winnebago
Industries Inc.
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
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<S> <C> <C> <C> <C> <C> <C>
THOR $100.00 $125.00 $240.00 $299.00 $378.00 $326.00
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S & P INDEX $100.00 $113.00 $127.00 $138.00 $146.00 $183.00
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PEER GROUP $100.00 $125.00 $124.00 $177.00 $212.00 $196.00
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</TABLE>
Committee Report on Executive Compensation---------------------------
The Company does not have a Compensation Committee. The Board of
Directors of the Company has decided that compensation of management
personnel should be based upon profitability. Thus, management is
provided with incentive based compensation consisting generally of 12%
to 20% of their division's pre tax profits in excess of targets
established by the Company's Chief Executive Officer or by the terms
of certain employment agreements. The Board of Directors has
established relatively low fixed salaries for Messrs. Thompson and
Orthwein, since, as large shareholders, they believe that their
interests are best served by enhanced value of the Company's stock
rather than high salaries.
In certain cases, such as Mr. Hoefer's, and other management
personnel, the incentive compensation was set by negotiation of an
acquisition contract.
<PAGE>
The Company does not have a compensation committee; rather, the Board
of Directors of the Company makes the determinations concerning
executive officer compensation. Messrs. Thompson and Orthwein, each a
named executive officer of the Company, participated in the
deliberations concerning executive officer compensation.
Certain Relations and Transactions with Management-------------------
Messrs. Thompson and Orthwein own Hi-Lo Trailer Co. and the
controlling interest in TowLite, Inc., which produce and sell
telescoping travel trailers. Management believes that such trailers
are a distinct product line within the recreation vehicle industry and
do not compete directly with any products manufactured or sold by the
Company.
Messrs. Thompson and Orthwein own all the stock of Cash Flow
Management, Inc. The Company pays Cash Flow a management fee of
$96,000 per annum, which is used to defray expenses, including rent of
an office used by Messrs. Thompson and Orthwein.
STOCKHOLDER PROPOSALS-----------------------------------------------
Proposals by shareholders that are intended to be presented at the
1996 Annual Meeting must be received by the Corporation on or before
July 1, 1996.
OTHER MATTERS------------------------------------------------------
Management knows of no other matters that will be presented for
consideration at the meeting. However, if any other matters are
properly brought before the meeting, it is the intention of the
persons named in the proxy to vote the proxy in accordance with their
best judgement.
By Order of the Board of Directors,
WALTER L. BENNETT
Secretary
FORM 10-K-------------------------------------------------------------
The Company's Form 10-K annual report for fiscal 1995 can be inspected
at the principal office of the Securities and Exchange Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, and copies of such
report can be obtained from the Commission at prescribed rates. The
Company will furnish shareholders with a copy of its Form 10-K annual
report upon written request to the Secretary, Thor Industries, Inc.,
419 West Pike Street, Jackson Center, Ohio 45334.
<PAGE>
APPENDIX A: PROXY CARD
PROXY PROXY
THOR INDUSTRIES, INC.
Annual Meeting of Stockholders, December 4, 1995
The undersigned shareholder of Thor Industries, Inc. hereby
appoints WADE F.B. THOMPSON and PETER ORTHWEIN, or each of them, with the power
of substitution and revocation to each, as proxies to appear and vote all
shares of the Company which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders to be held
on December 4, 1995 and any adjournments thereof, hereby revoking any
proxy heretofore given, notice of which meeting and related proxy
statement have been received by the undersigned.
Please Mark, Sign, Date and Mail the Proxy Card
Promptly Using the Enclosed Envelope.
(Continued and to be signed on the reverse side)
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THOR INDUSTRIES, INC.
Please Mark Vote in the Oval the following manner Using
Dark Ink Only. ()
THIS PROXY IS SOLICITED ON THE BEHALF OF THE BOARD OF DIRECTORS AND SHALL
BE VOTED AS SPECIFIED HEREIN. IF NO SPECIFICATION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSAL # 1.
1. Election of directors (Class B, term expires 1998):
Nominees: Peter B. Orthwein and William C. Tomson
FOR WITHHOLD FOR ALL (Except nominee(s) written below)
() () ()
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2. In their discretion, upon the transactions of such other
business as may come before the meeting.
Date 1995
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Signature(s) (L.S.)
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(L.S.)
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(Shareholder(s) should sign here exactly as name appears hereon)
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<PAGE>
