<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
(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):
[X] No fee required.
[ ] 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 8, 1997
The 1997 Annual Meeting of Stockholders of Thor Industries, Inc., will be held
at 230 Park Avenue, Suite 618, New York, N.Y., on December 8, 1997, 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 2000;
(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 22, 1997, 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 29, 1997
<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 1997 Annual Meeting of Stockholders to be held on December 8, 1997, 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 29, 1997.
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 22, 1997, are entitled to notice of and to vote at
the Meeting or any adjournment thereof. As of that date, 8,143,489 shares 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 the Company's Annual Report for the fiscal year ended July 31, 1997,
("fiscal 1997") is being sent to each stockholder of record herewith. The Annual
Report is not to be considered a part of this proxy soliciting material.
PROPOSAL #1
ELECTION OF DIRECTORS
In accordance with the Certificate of Incorporation of the Company as amended in
1987, one Class C director, Mr. Alan Siegel, has decided to stand for
re-election. Following such election, his term of office will extend through the
annual meeting in 2000.
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 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> <C>
Alan Siegel 62 Partner, Akin, Gump, Strauss, Hauer & Feld, L.L.P.,
(Law Firm) which provides regular legal service 1983
to the Company.
- --------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 4
BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS
Wade F. B. Thompson, age 57, 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 52, 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 62, 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 61, 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 51, 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 58, has been with the Company since
April, 1991, as its Vice President, Purchasing. He became Senior Vice President
of the Company in March, 1993.
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 1997.
The Stock Option Committee of the Board is composed of Messrs. Siegel and
Tomson; Messrs. Orthwein and Siegel constitute the Audit Committee. The Stock
Option Committee met twice during fiscal 1997. The Audit Committee did not meet
during fiscal 1997. 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 $6,000 per directors'
meeting attended, plus expenses. No separate compensation is paid for attendance
at committee meetings.
OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding the Common Stock
owned as of October 22, 1997, 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.
3
<PAGE> 5
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP (1)
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT
- ------------------------------------ ---------------- -------
<S> <C> <C>
Wade F. B. Thompson...............................................3,051,087 (2)...........37.5%
419 West Pike Street
Jackson Center, Ohio 45334-0629
Peter B. Orthwein.................................................. 439,900 (3)(4)(5)......5.4%
419 West Pike Street
Jackson Center, Ohio 45334-0629
First Pacific Advisors, Inc...................................... 1,000,300 (6)...........12.3%
1140 West Olympia Blvd.
Los Angeles, CA 90064
Quest Advisory Corp.................................................525,000 (7)............6.4%
1414 Avenue of The Americas
New York, New York 10019
All directors and executive officers as a group (six persons).....3,805,362(8)............46.7%
<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 Mr. 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 Mr. Alan Siegel is
co-trustee and as to which he does not have sole voting power.
(4) Includes 6,600 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 15,300 shares of record owned by Mr.
Orthwein's minor children for which Mrs. Orthwein acts as custodian.
(5) Does not include 10,200 shares owned of record by Mr. Orthwein's adult
children, as to which Mr. Orthwein disclaims beneficial ownership.
(6) Based on Schedule 13G filed by First Pacific Advisers, Inc., on
February 12, 1997.
(7) Based on Schedule 13G filed by Quest Advisory Group Corp. on February
6, 1997
(8) Includes 196,875 shares and 112,500 shares as noted in footnotes 2 and
3 above.
</TABLE>
EXECUTIVE OFFICERS' REMUNERATION
Information is furnished below concerning the compensation of the Chief
Executive Officer and the three highest paid executive officers of the Company
who earned more than $100,000 in salary and bonuses for the last three fiscal
years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM ALL OTHER
------ --------- ---------
COMPENSATION COMPENSATION COMPENSATION
------------ ------------ ------------
(2)(3)
------
SECURITIES
UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) OPTIONS(#)(4)
<S> <C> <C> <C> <C> <C>
Wade F. B. Thompson 1997 $200,000 $360,000 -- $185,144
Chairman, President, 1996 200,000 350,000 -- 185,188
Chief Executive Officer 1995 200,000 100,000 -- 185,763
- -----------------------------------------------------------------------------------------------
Peter B. Orthwein 1997 70,000 200,000 -- 41,576
Vice Chairman, Treasurer 1996 70,000 200,000 -- 41,668
1995 70,000 50,000 -- 41,730
- -----------------------------------------------------------------------------------------------
Walter L. Bennett 1997 75,000 247,000 10,000 --
Senior Vice President 1996 75,000 202,000 -- --
Chief Administrative Officer 1995 75,000 157,000 -- 843
- -----------------------------------------------------------------------------------------------
Clare G. Wentworth 1997 75,000 282,000 10,000 --
Senior Vice President 1996 75,000 227,000 -- --
1995 75,000 157,000 -- --
- -----------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE> 6
(1) Messrs. Bennett's, Wentworth's, Thompson's and Orthwein's bonuses are
discretionary and depend on the Company's profits.
(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.
(4) Messrs Bennett and Wentworth were granted options to purchase shares
pursuant to the Thor Industries, Inc., 1988 Incentive Stock Plan at a
purchase price of $21.50 per share. Shares are exercisable on a
one-third basis on May 1, 1998, 1999 and 2000.
RESTRICTED STOCK PLAN
The Company has adopted the Thor Industries, Inc., Restricted Stock Plan (the
"Stock Plan"). The Stock Plan will be administered by the Option Committee. Only
Non-Employee Directors (as such is defined in Rule 16b-3 of the Securities
Exchange Act of 1934) shall be eligible to serve as members of the Committee.
The Stock Plan is intended to advance the interests of the Company, its
stockholders, its subsidiaries and its affiliates by encouraging and enabling
inside directors, officers and other employees to acquire and retain a
proprietary interest in the Company by ownership of its stock.
The total number of shares available for grants under the Stock Plan may not
exceed 100,000 subject to adjustment in certain circumstances and subject to
increase by the Board of Directors. Subject to adjustment, no more than 100,000
shares may be granted in any one calendar year. If a grant, or any portion
thereof, is forfeited, the forfeited shares will be made available again for
grants under the Stock Plan. The Committee may, at any time and from time to
time, make grants to such participants and in such amounts as it shall
determine. Each grant shall be made pursuant to a written instrument which must
be executed by the grantee in order to be effective. The Board of Directors may
at any time suspend or terminate the Stock Plan or any portion thereof or may
amend it from time to time in such respects as the Board may deem to be in the
best interests of the Company.
SELECT EXECUTIVE INCENTIVE PLAN
The Company has adopted the Thor Industries, Inc., Select Executive Incentive
Plan (the "Incentive Plan") effective September 29, 1997. The Incentive Plan
will be administered by an Administrative Committee (the "Administrative
Committee") which shall be appointed by the Compensation Committee of the Board
of Directors of the Company (or the Board of Directors acting as such). The
purpose of the Incentive Plan is to provide its eligible executives with
supplemental deferred compensation in addition to the current compensation
earned under the Company's Management Incentive Plan. It is intended that the
Incentive Plan shall constitute an unfunded deferred compensation arrangement
for the benefit of a select group of management or highly compensated employees
of the Company and its designated subsidiaries and affiliates.
The Compensation Committee will designate those employees of the Company (which
include employees of any subsidiary or affiliate thereof) and members of the
Board of Directors of the Company who will be eligible executives under the
Incentive Plan. For each year of participation, each eligible executive shall be
credited with the amount(s), if any, determined by the Compensation Committee.
The amount to be credited to any eligible executive shall be determined in the
sole discretion of the Compensation Committee. The amount(s) will be credited to
an account maintained for each eligible executive, which will also be credited
with earnings and losses as if the amounts were invested in specific investment
funds selected by the Administrative Committee (or by the eligible executive if
the Administrative Committee establishes a procedure permitting the eligible
executive to credit his or her account with respect to the results of one or
more of the index funds selected by the Administrative Committee). The
Administrative Committee is not obligated to comply with the investment request
of an eligible executive, and retains the
5
<PAGE> 7
sole discretion regarding the decision to credit earnings with regard to the
results of the index funds selected by any eligible executive. The amount(s)
credited to the account of an eligible executive shall vest and be payable six
years after the effective date of such eligible executive's participation;
provided, however, that the amounts vest immediately upon death or age 65. The
Incentive Plan contains non-competition and non-solicitation provisions which
prohibit eligible executives from competing with the Company within the United
States or Canada during the term of such eligible executive's participation and
for a period of eighteen months after termination of employment with the Company
for any reason. Non-compliance with such provisions will result in 100%
forfeiture of vested benefits.
The Company may establish a trust for payment of benefits under the Incentive
Plan; such trust shall be a grantor trust for tax purposes. Payment of benefits
will generally by made following termination of employment in one of the
following forms: (a) lump sum; (b) substantially equal annual installments for
five years; (c) substantially equal installments for ten years; or (d) any other
actuarially equivalent form approved by the Administrative Committee.
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,
1992, 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, 1997.
The peer group consists of the following companies: Coachmen Industries, Inc.;
Fleetwood Enterprises, Inc.; Kit Manufacturing Company, and Winnebago
Industries, Inc.
<TABLE>
<CAPTION>
7/31/92 7/31/93 7/31/94 7/31/95 7/31/96 7/31/97
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Thor Industries 100 125 158 136 137 182
Peer Group 100 143 171 158 238 254
S & P 500 100 109 114 144 168 253
</TABLE>
COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company does not have a separate compensation committee, as the Board of
Directors performs the function of 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 18% of their division's pre
tax profits in excess of targets established by the Company's Chief Executive
Officer. 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.
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.
6
<PAGE> 8
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.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
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 1998 Annual
Meeting must be received by the Corporation on or before August 1, 1998.
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 1997 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, PO Box 629, Jackson Center, Ohio
45334-0629.
7
<PAGE> 9
PROXY THOR INDUSTRIES, INC. PROXY
ANNUAL MEETING OF STOCKHOLDERS, DECEMBER 8, 1997
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 8, 1997 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.)
3692--THOR INDUSTRIES, INC.
<PAGE> 10
- --------------------------------------------------------------------------------
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.
<TABLE>
<S> <C> <C> <C>
FOR WITHHOLD FOR ALL (Except Nominee(s) written below)
ALL ALL
1. Election of director (Class C, term expires 2000): [ ] [ ] [ ] ____________________________________
Nominee: Alan Siegel.
2. In their discretion, upon the transaction of such
other business as may come before the meeting.
Dated:______________________________________________________, 1997
Signature(s)________________________________________________(L.S.)
____________________________________________________________(L.S.)
(Stockholder(s) should sign here exactly as name appears hereon)
</TABLE>
- --------------------------------------------------------------------------------
3692--THOR INDUSTRIES, INC.
