<PAGE> 1
SCHEDULE 14A INFORMATION
(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:
<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 Rule 14a-11(c) or Rule 14a-12.
</TABLE>
THOR INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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)(1) 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:
<PAGE> 2
- --------------------------------------------------------------------------------
[ ] 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:
<PAGE> 3
THOR INDUSTRIES, INC.
419 West Pike Street - Jackson Center, Ohio 45334-0629
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------- DECEMBER 6, 1999-------------------
The 1999 Annual Meeting of Stockholders of Thor Industries, Inc., (the
"Company") will be held at 230 Park Avenue, Suite 618, New York, N.Y., on
December 6, 1999, at 1:00 p.m., local time, for the purpose of considering and
voting upon the following:
(1) The election of three directors; and
(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, 1999, will be
entitled to notice and to vote at the meeting.
The Company does not expect that representatives of Deloitte & Touche LLP, its
principal independent accountants, 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 respond to any stockholder
questions that may be asked.
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, 1999
1
<PAGE> 4
THOR INDUSTRIES, INC.
419 West Pike Street o 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 1999 Annual Meeting of Stockholders to be held at 230 Park Avenue, Suite
618, New York City, on December 6, 1999, at 1:00 p.m., local time, (the
"Meeting"), 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, 1999.
A proxy in the form accompanying this proxy statement that is properly executed,
duly returned to the Company 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 by a stockholder at any time 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, 1999, are entitled to notice of and to vote at
the Meeting or any adjournment thereof. As of that date, 12,139,660 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 the Company's Annual Report for the fiscal year ended July 31, 1999,
("fiscal 1999") 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-----------------------------------------------------------
The Company's Board of Directors consists of six members. Three Directors are to
be elected at the annual meeting. In accordance with the Certificate of
Incorporation of the Company as amended in 1987, one Class A director, Mr.
Thompson, has decided to stand for re-election. In addition, Messrs. Chrisman
and Suwinski, who were appointed directors in July 1999, have decided to stand
for election as Class C and Class A directors respectively. Following such
elections Mr. Thompson's term of office will extend through the annual meeting
in 2002, Mr. Chrisman's office will extend through the annual meeting in 2000,
and Mr. Suwinski's term of office will extend through the annual meeting in
2002.
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 the Company's management does not now anticipate), the
shares represented by proxies will be voted, unless authority is withheld, for
such other persons as may be designated by management.
2
<PAGE> 5
The nominees are now directors of the Company and have continuously served since
their first election or appointment to the Board.
<TABLE>
<CAPTION>
FIRST YEAR
NOMINEE AGE PRINCIPAL OCCUPATION AS DIRECTOR
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <S> <C>
Wade F. B. Thompson 59 Chairman, President, Chief Executive Officer of the Company 1980
- -------------------------------------------------------------------------------------------------------------------------
Neil D. Chrisman 62 Retired Managing Director of J.P. Morgan & Co. 1999
- -------------------------------------------------------------------------------------------------------------------------
Jan H. Suwinski 58 Professor of Business Operations, Samuel Curtis Johnson 1999
Graduate School of Management, Cornell University
</TABLE>
The Company recommends that you vote FOR proposal #1.
BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS
- --------------------------------------------------------------------------------
Wade F. B. Thompson, age 59, has been the President and Chief Executive Officer
and a Director of the Company since its founding in 1980. He currently serves as
Chairman, President, Chief Executive Officer and Director of the Company.
Peter B. Orthwein, age 54, has served as Treasurer and a Director of the Company
since its founding in 1980. He currently serves as Vice Chairman, Treasurer and
Director of the Company.
Walter L. Bennett, age 53, 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; Chief Administrative
Officer/Secretary of the Company in November 1985, Senior Vice President of the
Company in February, 1989, and Chief Financial Officer in March 1999.
Clare G. Wentworth, age 60, has been with the Company since April 1991, as its
Vice President, Purchasing. He became Senior Vice President of the Company in
March 1993.
Neil D. Chrisman, age 62, who was appointed a director in July 1999, is a
retired Managing Director of J.P. Morgan & Co.
Alan Siegel, age 64, 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.
Jan H. Suwinski, age 58, who was appointed a Director in July 1999, is Professor
of Business Operations at the Samuel Curtis Johnson Graduate School of
Management, Cornell University, and former chairman of Siecor, a Siemens/Corning
joint venture.
William C. Tomson, age 63, who became a Director in June 1988, is President of
Board Member, Inc.
BOARD OF DIRECTORS, COMMITTEES AND ATTENDANCE AT MEETING------------------------
Three classes of directors of the Company were elected at the Annual Meeting in
1987 to hold office until the annual meeting of stockholders in the year in
which their 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 5 times during fiscal 1999.
The Stock Option Committee of the Board is composed of Messrs. Siegel and
Tomson; Messrs. Chrisman, Suwinski, and Tomson constitute the Audit Committee.
The Stock Option Committee met once during fiscal 1999. The Audit Committee met
twice during fiscal 1999. The Company does not have a standing nominating or
compensation 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 and 1999 Stock Option
Plans. 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
3
<PAGE> 6
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 20, 1999, by each person known by the Company to be the
beneficial owner of more than five percent (5%) of the Common Stock, by all
directors, and executive officers and directors 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> <C> <C>
Wade F. B. Thompson......................................................4,546,930 (2)............... 37.5%
419 West Pike Street
Jackson Center, Ohio 45334-0629
Peter B. Orthwein..........................................................647,200 (3) (4) (5)......... 5.3%
419 West Pike Street
Jackson Center, Ohio 45334-0629
Walter L. Bennett............................................................2,625
419 West Pike Street
Jackson Center, Ohio 45334-0629
Clare G. Wentworth...........................................................4,050
419 West Pike Street
Jackson Center, Ohio 45334-0629
Alan Siegel................................................................464,062 (6)
419 West Pike Street
Jackson Center, Ohio 45334-0629
Neil D. Chrisman.............................................................1,000
419 West Pike Street
Jackson Center, Ohio 45334-0629
Jan H. Suwinski..............................................................2,000
419 West Pike Street
Jackson Center, Ohio 45334-0629
William C. Tomson............................................................5,250
419 West Pike Street
Jackson Center, Ohio 45334-0629
First Pacific Advisors, Inc..............................................1,449,750 (7)................ 11.9%
1140 West Olympia Blvd.
Los Angeles, CA 90064
Royce & Associates, Inc....................................................653,900 (8)................ 5.4%
1414 Avenue of The Americas
New York, New York 10019
Alldirectors and executive officers as a group (eight persons)...........5,673,117 (9)................ 46.7%
</TABLE>
(1) Except as otherwise indicated, the persons in the table have sole
voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them.
(2) Does not include 295,312 shares owned of record by a trust for the
benefit of Mr. Thompson's children, of which Mr. Siegel is sole
trustee.
(3) Does not include 168,750 shares owned of record by a trust for the
benefit of Mr. Orthwein's children, of which Mr. Siegel is co-trustee
and as to which he does not have sole voting power.
(4) Includes 11,650 shares owned by Mr. Orthwein's wife, 30,000 shares
owned of record by a trust for the benefit of Mr. Orthwein's children,
of which Mr. Orthwein is a trustee, 7,500 shares owned of record by a
trust for the benefit of Mr. Orthwein's half brother, of which Mr.
Orthwein is a trustee, and 28,200 shares of record owned by Mr.
Orthwein's minor children for which Mrs. Orthwein acts as custodian.
(5) Does not include 17,100 shares owned of record by Mr. Orthwein's adult
children, as to which Mr. Orthwein disclaims beneficial ownership.
(6) Includes 295,312 shares and 168,750 shares as noted in footnotes 2 and
3 above. Mr. Siegel disclaims beneficial ownership of such shares.
(7) Based on Schedule 13G filed by First Pacific Advisors, Inc., on
February 12, 1999.
(8) Based on Schedule 13G filed by Royce & Associates, Inc., on February
9, 1999.
(9) Includes 295,312 shares and 168,750 shares as noted in footnotes 2 and
3 above.
4
<PAGE> 7
EXECUTIVE OFFICERS' COMPENSATION------------------------------------------------
Information is furnished below concerning the compensation of the President and
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.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL LONG-TERM ALL OTHER
------ --------- ---------
COMPENSATION COMPENSATION COMPENSATION
------------ ------------ ------------
(2) (5)
SECURITIES
----------
INCENTIVE
STOCK RESTRICTED
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (1) OPTIONS (#)(3) STOCK (#)(4)
<S> <C> <C> <C> <C> <C> <C>
Wade F. B. Thompson 1999 $ 200,000 $ 430,000 -- $184,125
Chairman, President, 1998 200,000 200,000 -- 184,585
Chief Executive Officer 1997 200,000 360,000 -- 185,144
- -------------------------------------------------------------------------------------------------------------------------
Peter B. Orthwein 1999 $ 70,000 $ 210,000 -- $ 41,822
Vice Chairman, Treasurer 1998 70,000 100,000 -- 41,908
1997 70,000 200,000 -- 41,576
- -------------------------------------------------------------------------------------------------------------------------
Walter L. Bennett 1999 $ 90,000 $ 350,000 -- 750 $ 21,496
Senior Vice President 1998 75,000 280,000 5,000 1,125 17,947
Chief Financial Officer/Secretary 1997 75,000 247,000 10,000 -- --
- -------------------------------------------------------------------------------------------------------------------------
Clare G. Wentworth 1999 $ 90,000 $ 345,000 -- 750 $ 25,739
Senior Vice President 1998 75,000 310,000 5,000 1,125 21,614
1997 75,000 282,000 10,000 -- --
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(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) 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. Options are exercisable on a
one-third basis on May 1, 1998, 1999 and 2000. On April 6, 1998, a
3-for-2 stock split increased the amount of options and reduced the
purchase price accordingly to $14.33 per share.
(4) Messrs. Bennett and Wentworth currently hold restricted stock shares
granted under the Thor Industries, Inc. restricted Stock Plan of 1,875
shares each. The value of said shares based on market price at date of
grant, is $39,796 each for Messrs. Bennett and Wentworth.
(5) Messrs. Bennett and Wentworth were credited with supplemental deferred
compensation earned under the Company's Select Executive Incentive
Plan. The amounts credited to each executive shall vest and be payable
six years after the effective date of such eligible executive's
participation; provided however, that the amount shall vest
immediately upon death or age 65.
RESTRICTED STOCK PLAN
The Company has adopted the Thor Industries, Inc., Restricted Stock Plan (the
"Stock Plan") effective September 29, 1997. The Stock Plan is 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 Option 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.
5
<PAGE> 8
The total number of shares available for grants under the Stock Plan may
not exceed 150,000 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 Option 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 is
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 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, 1994, 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
6
<PAGE> 9
or mid-size buses for the five year period ended July 31, 1999. The peer group
consists of the following companies: Coachmen Industries, Inc.; Fleetwood
Enterprises, Inc.; Winnebago Industries, Inc., and Metrotrans Corporation. The
Company cautions that stock price performance noted below should not be
considered indicative of potential future stock price performance.
<TABLE>
<CAPTION>
SUMMARY OF TOTAL RETURN (IE. GRAPH DATA)
7/29/94 7/31/95 7/31/96 7/31/97 7/31/98 7/30/99
========================================================================================
<S> <C> <C> <C> <C> <C> <C>
Thor Industri 100.00 86.80 87.81 117.64 178.90 212.94
Peer Group 100.00 99.40 175.46 196.53 245.92 236.78
S&P 500 Co 100.00 122.65 139.65 208.24 244.55 289.95
</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.
Wade F. B. Thompson Alan Siegel
Peter B. Orthwein Jan H. Suwinski
Neil D. Chrisman William C. Tomson
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.
Alan Siegel, a director of the Company, is a member of the law firm Akin, Gump,
Strauss, Hauer & Feld, L.L.P., which provides outside counsel to the Company.
<PAGE> 10
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The federal securities laws require the filing of certain reports by
officers, directors and beneficial owners of more than ten percent (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 each of the Company's officers,
directors and ten percent (10%) stockholders.
STOCKHOLDER PROPOSALS
Proposals by stockholders that are intended to be presented at the 2000 Annual
Meeting must be received by the Company on or before July 1, 2000.
Notice of a shareholder proposal submitted outside the processes of Rule 14a-8
of the Securities Exchange Act of 1934, as amended, which are not received on or
before September 14, 2000, will be considered untimely. The Company reserves the
right to reject, rule out of order or take other appropriate action with respect
to any proposal that does not comply with applicable requirements.
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 1999 can be inspected at the
principal office of the Securities and Exchange Commission (the "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's Form 10-K annual
report for fiscal 1999 is also available at the Commission's web site at
http://www.sec.gov. 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.
THOR
----------------
INDUSTRIES, INC.
419 West Pike Street - Jackson Center, Ohio 45334-0629 - (937) 596-6849
<PAGE> 11
PROXY PROXY
THOR INDUSTRIES, INC.
ANNUAL MEETING OF STOCKHOLDERS, DECEMBER 6, 1999
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 6, 1999 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.)
<PAGE> 12
[ ]
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.
1a. ELECTION OF DIRECTORS (CLASS A, TERM EXPIRES 2002):
Nominees: 01-Wade F.B. Thompson
02-Jan H. Suwinski
FOR WITHHOLD
ALL ALL FOR ALL (Except Nominee(s) written below)
[ ] [ ] [ ]
---------------------------------------------
1b. ELECTION OF DIRECTORS (CLASS C, TERM EXPIRES 2000):
Nominee: 03-Neil D. Chrisman
FOR WITHHELD
[ ] [ ] 2. In their discretion, upon the transaction of
such other business as may come before
the meeting.
Dated: , 1999
--------------------------------
Signature(s) (L.S.)
--------------------------
(L.S.)
--------------------------------------
(Stockholder(s) should sign here
exactly as name appears hereon)
- FOLD AND DETACH HERE -
YOUR VOTE IS IMPORTANT.
PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
