<PAGE> 1
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SCHEDULE 14A
(RULE 14A)
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:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
THOR INDUSTRIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of 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:
(5) 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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<PAGE> 2
THOR INDUSTRIES, INC.
419 West Pike Street - Jackson Center, Ohio 45334-0629
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 9, 1996
The 1996 Annual Meeting of Stockholders of Thor Industries, Inc., will be held
at 230 Park Avenue, Suite 618, New York, N.Y., on December 9, 1996, at 1:00
p.m., local time, for the purpose of considering and voting upon the following:
(1) The election of one director to serve until the Annual Meeting
of Stockholders in 1999;
(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 21, 1996, 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, 1996
1
<PAGE> 3
THOR INDUSTRIES, INC.
419 West Pike Street - Jackson Center, Ohio 45334-0629
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 1996 Annual Meeting of Stockholders to be held on December 9, 1996, 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, 1996.
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 21, 1996, are entitled to notice of and to vote at
the Meeting or any adjournment thereof. As of that date, 8,646,808 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, 1996,
("fiscal 1996") is being sent to each stockholder of record herewith. The Annual
Report is not to be considered a part of this proxy soliciting material.
2
<PAGE> 4
PROPOSAL #1
ELECTION OF DIRECTORS
In accordance with the Certificate of Incorporation of the Company as amended in
1987, one Class A director, Mr. Wade F. B. Thompson, has decided to stand for
re-election. Following such election, his term of office will extend through the
annual meeting in 1999.
The persons named in the enclosed proxy intend to vote FOR the election of the
nominee 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 nominee is now a director of the Company and has served continuously since
his first election to the Board.
<TABLE>
<CAPTION>
FIRST BECAME DIRECTOR
NOMINEE AGE PRINCIPAL OCCUPATION OF THE COMPANY
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Wade F. B. Thompson 56 Chairman and Chief Executive Officer
of the Company 1980
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</TABLE>
BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS
Wade F. B. Thompson, age 56, 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 51, 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 61, 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 60, who became a Director in June, 1988, is Executive
Vice President of FISI-Madison Financial Corporation. He is also President of
Bank Director magazine.
Walter L. Bennett, age 50, 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 57, has been with the Company since April, 1991, as its
Vice President, Purchasing. He became Senior Vice President of the Company in
March, 1993.
3
<PAGE> 5
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 1996.
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 1996.
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.
4
<PAGE> 6
OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding the Common Stock
owned as of October 21, 1996 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.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP (1)
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT
- ------------------------------------ -------------------------- ---------
<S> <C> <C> <C>
Wade F. B. Thompson......................................................3,224,387 (2)..................37.3%
419 West Pike Street
Jackson Center, Ohio 45334-0629
Peter B. Orthwein..........................................................483,050 (3) (4) (5)...........5.6%
419 West Pike Street
Jackson Center, Ohio 45334-0629
First Pacific Advisors, Inc................................................915,500 (6)..................10.6%
1140 West Olympia Blvd.
Los Angeles, CA 90064
Quest Advisory Corp........................................................543,400 (6)...................6.3%
1414 Avenue of The Americas
New York, New York 10019
Capital Growth Management, L. P............................................442,800 (6)...................5.1%
One International Plaza
Boston, MA 02110
Neuberger & Berman.........................................................438,900 (6)...................5.1%
605 Third Ave.
New York, New York 10158-3698
All directors and executive officers as a group (six persons)............4,021,812 (7)..................46.5%
<FN>
(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 196,875 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 5,800 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, 5,000 shares owned of record by a trust for the
benefit of Mr. Orthwein's half brother, of which Mr. Orthwein is a
trustee, and 17,200 shares of record owned by Mr. Orthwein's children for
which either Mr. or Mrs. Orthwein act as custodian.
(5)Does not include 4,300 shares owned of record by Mr. Orthwein's daughter,
as to which Mr. Orthwein disclaims beneficial ownership.
(6)Based on Disclosure Database 10-09-96.
(7)Includes 196,875 shares and 112,500 shares as noted in footnotes 2 and 3
above.
</TABLE>
5
<PAGE> 7
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 (#)
<S> <C> <C> <C> <C>
Wade F. B. Thompson 1996 $ 200,000 $350,000 -- $185,188
Chairman, President, 1995 200,000 100,000 -- 185,763
Chief Executive Officer 1994 180,769 200,000 -- 186,029
- ----------------------------------------------------------------------------------------------------------------
Peter B. Orthwein 1996 70,000 200,000 -- 41,668
Vice Chairman, Treasurer 1995 70,000 50,000 -- 41,730
1994 66,923 100,000 -- 41,800
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Walter L. Bennett 1996 75,000 202,000 -- --
Senior Vice President 1995 75,000 157,000 -- 843
Chief Administrative Officer 1994 75,000 167,000 -- 951
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Clare G. Wentworth 1996 75,000 227,000 -- --
Senior Vice President 1995 75,000 157,000 -- --
1994 75,000 167,000 -- --
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<FN>
(1) Messrs. Bennett's, Wentworth's, Thompson's and Orthwein's bonuses are
based on the Company's net income before taxes.
(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 earned interest in a frozen account of the Airstream, Inc.
Profit Sharing Plan which was terminated in Fiscal 1996.
</TABLE>
6
<PAGE> 8
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, 1991, 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, 1996. The peer group
consists of the following companies: Coachmen Industries, Inc.; Fleetwood
Enterprises, Inc.; Kit Manufacturing Company, and Winnebago Industries Inc.
<TABLE>
<CAPTION>
PERFORMANCE GRAPH
COMPARISON OF CUMULATIVE TOTAL RETURN
31-JUL-91 31-JUL-92 31-JUL-93 31-JUL-94 31-JUL-95 31-JUL-96
<S> <C> <C> <C> <C> <C> <C>
Thor Industries Inc. $100 $192 $239 $302 $261 $262
Peer Group 100 99 142 170 157 336
S&P 500 Composite Index 100 113 123 129 163 188
</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 stockholders, they believe that their interests are best served
by enhanced value of the Company's stock rather than high salaries.
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.
7
<PAGE> 9
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.
REPORTING OBLIGATIONS OF OFFICERS, DIRECTORS AND 10% STOCKHOLDERS
The federal securities laws require the filing of certain reports by officers,
directors and beneficial owners of more than 10% of the Company's securities
with the Securities and Exchange Commission and the New York Stock Exchange.
Specific due dates have been established and the Company is required to disclose
in this Proxy Statement any failure to file by these dates. Based solely on a
review of copies of the filings furnished to the Company, or written
representations that no Form 5's were required, the Company believes that all
filing requirements were satisfied by the Company's officers, directors and ten
percent (10%) stockholders, except as set forth below.
No Exceptions.
STOCKHOLDER PROPOSALS
Proposals by stockholders that are intended to be presented at the 1997 Annual
Meeting must be received by the Corporation on or before July 1, 1997.
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 1996 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 stockholders 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 45334-0629.
THOR INDUSTRIES, INC. [LOGO]
419 West Pike Street - Jackson Center, Ohio 45334-0629 - (937) 596-6849
<PAGE> 10
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PROXY PROXY
THOR INDUSTRIES, INC.
ANNUAL MEETING OF STOCKHOLDERS, DECEMBER 9, 1996
The undersigned stockholder of Thor Industries, Inc. hereby appoints
WADE F.B. THOMPSON and PETER B. ORTHWEIN, or each of them, with 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 9, 1996
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 REVERSE SIDE.)
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<PAGE> 11
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THOR INDUSTRIES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
[ ]
THIS PROXY IS SOLICITED ON 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 director (Class A, term expires 1999): FOR WITHHOLD
Nominee: Wade F.B. Thompson. ( ) ( )
2. In their discretion, upon the transaction of such
other business as may come before the meeting.
Dated:____________________________________, 1996
Signature:________________________________(L.S.)
__________________________________________(L.S.)
(Stockholder(s) should sign here exactly as
name appears hereon.
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