SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
(Amendment No. 2)
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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
President, Chairman 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
Transaction Valuation(1) Amount of Filing Fee
$13,000,000 $2,600*
|_| 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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This Amendment No. 2 to Schedule 13E-4 amends and supplements the Schedule
13E-4 dated October 17, 1996 and Amendment No. 1 thereto dated November 15, 1996
(collectively, the "Initial Schedule") relating to the offer by the Company to
purchase up to 500,000 shares of its Common Stock, par value $0.10 per share at
prices not greater than $26 nor less than $24 per Share, net to the seller in
cash upon the terms and subject to the conditions of the Offer to Purchase dated
October 17, 1996 (filed as Exhibit (a)(1) to the Initial Schedule), as amended
and supplemented by a Supplement dated November 14, 1996 (filed as Exhibit
(a)(11) to the Initial Schedule).
ITEM 8. ADDITIONAL INFORMATION
Item 8(e) is hereby supplemented and amended as follows:
On November 22, 1996, the Company issued a press release announcing the
final results of the Offer, which expired at 12:00 midnight, New York City time,
on Thursday, November 21, 1996 and pursuant to which the Company accepted for
payment 503,319 Shares at a price of $24 3/4 per Share. The press release
announcing the final results of the Offer is attached hereto as Exhibit (A)(13)
and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION
(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.*
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(a)(12) Form of Press Release dated November 15,
1996.*
(a)(13) Form of Press Release dated November 22,
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 22, 1996
THOR INDUSTRIES, INC.
By: /s/ Wade F. B. Thompson
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Name: Wade F. B. Thompson
Title: President, Chairman and
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(13) Form of Press Release dated
November 22, 1996.
Exhibit (a)(13)
November 22, 1996
Contact: Wade F. B. Thompson
or Peter Orthwein
Thor Industries Announces Tender Offer Results
Thor Industries, Inc. (NYSE: THO) announced today the results of its Dutch
auction self-tender offer which expired Thurday, November 21, at 12.00 midnight,
New York City time.
The count by the depositary for the offer indicates that 503,319 shares were
tendered and not withdrawn at prices of $24 3/4 per share or lower. Shares
tendered in excess of this price will be promptly returned. The number of shares
tendered includes 52,100 shares tendered pursuant to notices of guaranteed
delivery. The Company expects to purchase 503,319 shares tendered at $24 3/4 per
share.
Payment for shares, except for those shares tendered pursuant to notices of
guaranteed delivery, and return of all shares tendered but not accepted, is
expected to start today.
Thor is second largest manufacturer of recreational vehicles and the largest
builder of small and mid size buses.
