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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
(AMENDMENT NO. 1)
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ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
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THOR INDUSTRIES, INC.
(Name of Issuer and Person Filing Statement)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
885160 10 1
(CUSIP Number of Class of Securities)
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WADE F. B. THOMPSON
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
419 WEST PIKE STREET
JACKSON CENTER, OHIO 45334
(513) 596-6849
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)
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COPY TO:
ALAN SIEGEL, ESQ.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
399 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 872-1000
OCTOBER 17, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
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CALCULATION OF FILING FEE
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TRANSACTION AMOUNT OF FILING
VALUATION(1) FEE
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13,0$00,000....... $ 2,600*
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[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
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* Previously paid.
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(1) Estimated solely for purposes of calculating the filing fee and computed
pursuant to Rule 0-11(a)(4) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). This amount assumes the acquisition by Thor Industries,
Inc. of 500,000 shares of its common stock at the maximum tender offer price of
$26 per share.
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ITEM 1. SECURITY AND ISSUER.
(a) The name of the Issuer is Thor Industries, Inc., a Delaware corporation
(the "Company"), which has its principal executive offices at 419 West Pike
Street, Jackson Center, Ohio 45334.
(b) This Amendment No. 1 to Schedule 13E-4 amends the Schedule 13E-4 dated
October 17, 1996 (the "Original Schedule") relating to the offer by the Company
to purchase up to 500,000 shares (or such lesser number of shares as are
properly tendered and not withdrawn) of its Common Stock, par value $0.10 per
share (the "Shares" or the "Common Stock"), at prices not greater than $26 nor
less than $24 per Share, net to the seller in cash (the "Purchase Price"), to be
selected by the Company, taking into account the number of Shares so tendered
and the prices specified by stockholders tendering Shares. The Company will
select the lowest Purchase Price that will allow the Company to buy up to
500,000 Shares (or such lesser number as are properly tendered and not
withdrawn) at a price not greater than $26 nor less than $24, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated October 17,
1996 (the "Offer to Purchase") (filed as Exhibit (a)(1) to the Original
Schedule), as supplemented by a Supplement to the Offer to Purchase dated
November 14, 1996, which is attached as Exhibit (a)(11) hereto (the
"Supplement"), and in the related Letter of Transmittal (filed as Exhibit (a)(2)
to the Original Schedule) (which together constitute the "Offer"). The Offer is
being made to all holders of Shares, including officers, directors and
affiliates of the Company. The information set forth in "Introduction," "Section
1. Number of Shares; Proration," "Section 10. Shares Outstanding and Significant
Stockholders; Certain Effects of the Offer," "Section 12. Interest of Directors
and Executive Officers; Transactions and Arrangements Concerning the Shares" and
"Section 15. Extension of the Offer; Termination; Amendments" of the Offer to
Purchase, and all of the information set forth in the Supplement, is
incorporated herein by reference.
(c) The Shares are listed and traded on the New York Stock Exchange, Inc.
(the "NYSE") under the symbol "THO." The information set forth in "Introduction"
and "Section 7. Price Range of Shares; Dividends" of the Offer to Purchase is
incorporated herein by reference.
(d) This statement is being filed by the Issuer.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS
OF THE ISSUER OR AFFILIATE.
(a)--(j) The information set forth in "Introduction," "Section 8. Purpose of
the Offer," "Section 10. Shares Outstanding and Significant Stockholders;
Certain Effects of the Offer," "Section 11. Certain Information Concerning the
Company," and "Section 12. Interest of Directors and Executive Officers;
Transactions and Arrangements Concerning the Shares" of the Offer to Purchase,
and the information set forth in "Recent Developments" of the Supplement, is
incorporated herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in "Section 12. Interest of Directors and
Executive Officers; Transactions and Arrangements Concerning the Shares" of the
Offer to Purchase, and the information set forth in "Recent Developments" of the
Supplement, is incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE ISSUER'S SECURITIES.
The information set forth in the "Introduction," "Section 8. Purpose of the
Offer," "Section 10. Shares Outstanding and Significant Stockholders; Certain
Effects of the Offer" and "Section 12. Interest of Directors and Executive
Officers; Transactions and Arrangements Concerning the Shares" of the Offer to
Purchase, and the information set forth in "Recent Developments" of the
Supplement, is incorporated herein by reference.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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EXHIBIT NO. DESCRIPTION
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(a) (1) Offer to Purchase dated October 17, 1996.*
(a) (2) Letter of Transmittal.*
(a) (3) Notice of Guaranteed Delivery.*
(a) (4) Form of letter to brokers, dealers, commercial banks, trust companies and other nominees dated
October 17, 1996.*
(a) (5) Form of letter to clients who are common stockholders for use by brokers, dealers, commercial
banks, trust companies and other nominees dated October 17, 1996.*
(a) (6) Form of letter to stockholders from the Chairman and Chief Executive Officer of the Company
dated October 17, 1996.*
(a) (8) Form of Summary Advertisement dated October 17, 1996.*
(a) (9) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(10) Form of Press Release dated October 17, 1996.*
(a)(11) Supplement to the Offer to Purchase dated November 14, 1996.
(a)(12) Form of Press Release dated November 15, 1996.
(b) (1) Amended and Restated Revolving Credit Agreement by and among Thor Industries, Inc. (including
certain of its subsidiaries as guarantors), Bank One, Sidney, NA and Harris Trust and Savings
Bank, as banks, and Bank One, Sidney, NA, as agent, dated as of December 4, 1992 (the "Credit
Agreement").*
(b) (2) First Amendment to the Credit Agreement dated January 1992.*
(b) (3) Second Amendment to the Credit Agreement dated November 23, 1993.*
(b) (4) Third Amendment to the Credit Agreement dated November 24, 1994.*
(b) (5) Assignment and Acceptance dated August 25, 1995 between Bank One, Sidney, NA and Bank One,
Columbus, NA and agreed to and accepted by Thor Industries, Inc. and Harris Trust and Savings
Bank.*
(b) (6) Specimen of Note in the amount of $12,500,000 of Thor Industries, Inc. payable to Harris Trust
and Savings Bank dated August 31, 1995.*
(b) (7) Specimen of Note in the amount of $12,500,000 of Thor Industries, Inc. payable to Bank One,
Columbus, NA dated August 31, 1995.*
(b) (8) Fourth Amendment to the Credit Agreement dated August 31, 1995.*
(b) (9) Fifth Amendment to the Credit Agreement dated November 30, 1995.*
(b) (10) Sixth Amendment to the Credit Agreement dated October 17, 1996.*
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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* Previously filed.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
November 18, 1996
THOR INDUSTRIES, INC.
By: ______/s/ Wade F.B. Thompson______
Name: Wade F.B. Thompson
Title: Chairman, President and
Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(a)(11) Supplement to the Offer to Purchase dated November 14, 1996.
(a)(12) Form of Press Release dated November 15, 1996.
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EXHIBIT 99(A)(11)
THOR INDUSTRIES, INC.
SUPPLEMENT TO THE
OFFER TO PURCHASE
FOR CASH UP TO
500,000 SHARES
OF ITS COMMON STOCK
AT A PURCHASE PRICE
NOT GREATER THAN $26 PER SHARE
NOR LESS THAN $24 PER SHARE
DATED OCTOBER 17, 1996
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THE OFFER HAS BEEN EXTENDED. THE OFFER, PRORATION PERIOD AND
WITHDRAWAL RIGHTS NOW EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, NOVEMBER 21, 1996, UNLESS THE OFFER IS
FURTHER EXTENDED
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This Supplement (the "Supplement") amends and supplements the Offer to
Purchase dated October 17, 1996 (the "Offer to Purchase") with respect to the
invitation by Thor Industries, Inc. (the "Company") to its stockholders to
tender shares of its common stock, par value $0.10 per share (the "Shares" or
the "Common Stock"), to the Company at prices, net to the sellers in cash, not
greater than $26 nor less than $24 per Share, as specified by stockholders
tendering Shares upon the terms and subject to the conditions set forth in the
Offer to Purchase, as amended and supplemented hereby, and in the related Letter
of Transmittal (which together constitute the "Offer"). This Supplement should
be read in conjunction with the Offer to Purchase previously mailed to
stockholders, and the information contained in the Offer to Purchase is amended
to the extent that such information is inconsistent with the information
contained herein. Capitalized terms used herein and not defined shall have the
meanings ascribed to such terms in the Offer to Purchase.
RECENT DEVELOPMENTS
On November 14, 1996, Wade F. B. Thompson, Chairman, President and Chief
Executive Officer of the Company, sold 150,000 Shares to Peter B. Orthwein, Vice
Chairman and Treasurer of the Company. After the aforementioned transaction, as
of November 14, 1996, directors, executive officers and affiliates of the
Company owned 4,021,812 of the Company's Shares (approximately 46.5% of the
outstanding Shares). Mr. Thompson, who indicated previously that he would tender
150,000 Shares, has indicated that now he does not intend to tender any Shares
pursuant to the Offer. Mr. Orthwein, who indicated previously that he would
tender 30,000 Shares, has indicated that now he intends to tender 180,000 Shares
(2.1% of the outstanding Shares as of November 14, 1996) pursuant to the Offer.
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LETTERS OF TRANSMITTAL
The Company has not printed or distributed new Letters of Transmittal or
other ancillary documents in connection with this Supplement. Stockholders
should use the originally distributed Letters of Transmittal and ancillary
documents, as appropriate. If needed, additional copies of such documents may be
directed to the Information Agent. Stockholders may also contact their broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 WATER STREET
NEW YORK, NEW YORK 10005
BANKS AND BROKERS CALL COLLECT (212) 269-5550
ALL OTHERS CALL TOLL FREE (800) 829-6551
THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON
BEHALF OF THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM
TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT AUTHORIZED ANY
PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH
THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER
OF TRANSMITTAL. IF GIVEN OR MADE, ANY SUCH RECOMMENDATION OR ANY SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY.
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NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
STOCKHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.
STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE
TENDERED.
The date of this Supplement is November 14, 1996.
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EXHIBIT 99(A)(12)
November 15, 1996 Contact: Wade F. B. Thompson or
Peter B. Orthwein
THOR EXTENDS ITS TENDER OFFER FOR UP TO 500,000 OF ITS SHARES
Thor Industries, Inc. (NYSE:THO) announced today that it had extended the
expiration date of its tender offer for up to 500,000 shares of the Company's
common stock. The tender offer, which invites Thor stockholders to specify
prices within a range from $24 up to $26 per share at which they are willing to
tender their shares, previously was scheduled to expire on Thursday, November
14, 1996, at 12:00 midnight, New York City time, unless further extended. THE
TENDER OFFER NOW WILL EXPIRE ON NOVEMBER 21, 1996, AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, UNLESS FURTHER EXTENDED.
Harris Trust and Savings Bank is the Depositary for the tender offer and
D.F. King & Co., Inc. will serve as the Information Agent.
