<PAGE> 1
5901
SCHEDULE 14A
(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:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Com-
mission 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
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:
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(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 the filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
Proxy Revision 10/25/00
[Thor Letterhead]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 4, 2000
The 2000 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 4, 2000,
at 1:00 p.m., local time, for the purpose of considering and voting upon the
following:
(1) The election of two 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, 2000 will be
entitled to notice and to vote at the meeting.
WHETHER OR NOT YOU 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 30, 2000
<PAGE> 3
Proxy Revision 10/25/00
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 2000 Annual Meeting of Stockholders to be held at 230 Park Avenue, Suite
618, New York City, on December 4, 2000, 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 30, 2000.
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.
VOTING BY STOCKHOLDERS----------------------------------------------------------
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, 2000 are entitled to notice of and to vote
at the Meeting or any adjournment thereof. As of that date, 11,986,460 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, 2000,
("fiscal 2000") 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 by-laws provide that the Board of Directors may set the number of
directors at no less than one (1) and no more than fifteen (15). The Board of
Directors of the Company currently consists of six directors who are divided
into three classes. Wade F. B. Thompson and Jan H. Suwinski currently serve as
Class A directors; their terms expire in 2002 and Peter B. Orthwein and William
Tomson currently serve as Class B directors; their terms expire in 2001. Neil D.
Chrisman and Alan Siegel currently serve as Class C directors of the Company;
their terms expire on the date of this year's annual meeting.
2
<PAGE> 4
In accordance with the Certificate of Incorporation of the Company as amend in
1987 Messrs. Chrisman and Siegel have decided to stand for re-election as Class
C directors. Following such elections, Messrs. Chrisman and Siegel will serve on
the board until the annual meeting in 2003 and until their successors are duly
elected and qualified.
The persons named in the enclosed proxy intend to vote FOR the election of the
nominees 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.
The nominees, as set forth below, 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> <C> <C>
Neil D. Chrisman 63 Retired Managing Director of J.P. Morgan & Co. 1999
-------------------------------------------------------------------------------------------
Alan Siegel 65 Partner, Akin, Gump, Strauss, Hauer & Feld, LLP 1983
law firm which provides regular legal service
to the Company.
</TABLE>
The Company recommends that you vote FOR Proposal #1.
BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------------------------------------------------------
Wade F. B. Thompson, age 60, 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 55, 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 54, 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 61, has been with the Company since April 1991, as its
Vice President, Purchasing. He became Senior Vice President of the Company in
March 1993.
Richard E. Riegel III, age 34, has been with the Company since July 1998 as its
Vice President of Corporate Development. Prior to joining the Company, Mr.
Riegel spent 1997 and 1998 earning his MBA degree from Columbia Business School
and from 1992 to 1996 served as Vice President at Lowe & Partners/SMS, a
division of the Interpublic Group of Companies, New York. Mr. Riegel is the
son-in-law of Wade F. B. Thompson. Lowe & Partners/SMS is an advertising firm
and Mr. Riegel was an account manager for various clients.
Neil D. Chrisman, age 63, who was appointed a director in July 1999, is a
retired Managing Director of J. P. Morgan & Co. Mr. Chrisman retired from J. P.
Morgan in 1993.
Alan Siegel, age 65, who became a Director in September 1983, has been a partner
in the law firm of Akin, Gump, Strauss, Hauer and Feld, L.L.P. since August
1995. Mr. Siegel is a Director of The Wet Seal, Inc., and Ermenegildo Zegna
Corporation.
Jan H. Suwinski, age 59, who was appointed a Director in July 1999, is Professor
of Business Operations at the Samuel Curtis Johnson Graduate School of
Management, Cornell University. Mr. Suwinski joined the Johnson School faculty
in 1997. Prior to joining the Johnson School faculty, Mr. Suwinski spent 32
years with Corning Incorporated where he held a variety of management positions
in several technology-based businesses. Mr. Suwinski was former chairman of
Siecor, a Siemens/Corning joint venture. Mr. Suwinski is a Director of Tellabs,
Inc.
William C. Tomson, age 64, who became a Director in June 1968, is the President
of Board Member, Inc. Mr. Tomson has been with the firm for the past five years.
Board Member, Inc. publishes Bank Director and Corporate Board Member magazines.
3
<PAGE> 5
BOARD OF DIRECTORS, COMMITTEES AND ATTENDANCE AT MEETINGS-----------------------
The Board of Directors has the responsibility for establishing broad corporate
policies and for the overall management of file 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 2000.
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 2000. The Audit Committee met
5 times during fiscal 2000. 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 1999 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. Audit committee members are paid $2,500 per
audit committee meeting attended, plus expenses.
Each of the directors have attended all Board of Directors meetings and their
respective committee meetings in fiscal 2000.
OWNERSHIP OF COMMON STOCK-------------------------------------------------------
The following table sets forth certain information regarding the Common Stock
owned as of October 20, 2000, 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, executive officers, and executive officers and directors of the
Company as a group. As of October 20,2000 there were 11,986,460 shares of Common
Stock outstanding.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP (1)
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT
------------------------------------ ------------------------ -------
<S> <C> <C>
Wade F. B. Thompson..................................4,531,930 (2) ............. 37.8%
419 West Pike Street
Jackson Center, Ohio 45334-0629
Peter B. Orthwein......................................639,100 (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.......................................9,050 ......................*
419 West Pike Street
Jackson Center, Ohio 45334-0629
Richard E. Riegel III....................................3,450 (6) ..................*
419 West Pike Street
Jackson Center, Ohio 45334-0629
Alan Siegel............................................390,234 (7) ...............3.3%
419 West Pike Street
Jackson Center, Ohio 45334-0629
</TABLE>
4
<PAGE> 6
<TABLE>
<S> <C> <C>
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. ....................1,723,625 (8) ..................14.4%
1140 West Olympia Blvd.
Los Angeles, CA 90064
All directors and executive officers as a group
(nine persons) ................................5,584,639 (9) ..................46.6%
</TABLE>
* less than 1%.
(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 221,484 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 adult children, of which Mr. Siegel is co-trustee and as
to which Mr. Siegel has shared voting power with Mr. Orthwein's brother.
(4) Includes 12,450 shares owned by Mr. Orthwein's wife, 31,000 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 30,600 shares of record owned by Mr. Orthwein's minor children for
which Mrs. Orthwein acts as custodian.
(5) Does not include 20,400 shares owned of record by Mr. Orthwein's adult
children, as to which Mr. Orthwein disclaims beneficial ownership.
(6) Does not include 77,000 shares held by Mr. Riegel's wife, as to which Mr.
Riegel disclaims beneficial ownership of such shares.
(7) Includes 221,484 shares and 168,750 shares as noted in footnotes 2 and 3
above. Mr. Siegel disclaims beneficial ownership of such shares.
(8) Based on Schedule 13G filed by First Pacific Advisors, Inc., on 2/11/2000.
(9) Includes 221,484 shares and 168,750 shares as noted in footnotes 2 and 3
above.
EXECUTIVE COMPENSATION----------------------------------------------------------
Information is furnished below concerning the compensation of the President and
Chief Executive Officer and the next four highest paid executive officers of the
Company who earned more than $100,000 in salary and bonuses for the last three
fiscal years.
5
<PAGE> 7
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
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 2000 $ 284,615 $ 475,000 $184,287
Chairman, President, 1999 200,000 430,000 -- 184,125
Chief Executive Officer 1998 200,000 200,000 -- 184,585
------------------------------------------------------------------------------------------------------------------------
Peter B. Orthwein 2000 $ 95,385 $ 175,000 $ 41,749
Vice Chairman, Treasurer 1999 70,000 210,000 -- 41,822
1998 70,000 100,000 -- 41,908
------------------------------------------------------------------------------------------------------------------------
Walter L. Bennett 2000 $ 90,000 $ 390,000 -- $ 22,641 $ 19,650
Senior Vice President, Chief 1999 90,000 350,000 -- 17,391 21,496
Financial Officer/Secretary 1998 75,000 280,000 5,000 19,500 17,947
------------------------------------------------------------------------------------------------------------------------
Clare G. Wentworth 2000 $ 90,000 $ 385,000 -- $ 22,641 $ 31,173
Senior Vice President 1999 90,000 345,000 -- 17,931 25,739
1998 75,000 310,000 5,000 19,500 21,614
------------------------------------------------------------------------------------------------------------------------
Richard E. Riegel, III 2000 $ 70,000 $ 151,000 -- -- --
Vice President of 1999 70,000 105,000 -- -- --
Corporate Development
------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Messrs. Bennett's, Wentworth's, Riegel'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 2,625
shares each. Each of Messrs. Bennett and Wentworth, as the holders of
restricted stock shares, are entitled to receive dividends and other
distributions paid with respect to such shares while they are so
restricted.
(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.
DIRECTOR COMPENSATION
Directors who are not employees of the Company are paid $6,000 per directors
meeting attended, plus expenses. Audit committee members are paid $2,500 per
audit committee meeting, plus expenses. The Stock Option Committee receives no
payment for meetings.
6
<PAGE> 8
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 Stock Option Committee. Only Non-Employee Directors (as such term is defined
in Rule 16b-3 of the Securities Exchange Act of 1934 as amended) shall be
eligible to serve as members of the Stock 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.
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 Stock 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.
No shares granted under the Stock Plan may be transferred by the recipient
thereof until such shares have vested; such shares shall vest on the date
specified by the Stock Option Committee in the underlying written agreement
pursuant to which the grant was made. Notwithstanding the foregoing, the shares
of a recipient who has not previously forfeited any non-vested shares granted to
him under the Stock Plan shall automatically vest upon the earliest of (x) the
termination by the Company of the recipient other than for cause and (y) the
recipient's death, disability or retirement.
During the applicable period of restriction, the recipient of shares under the
Stock Plan is the record owner thereof and is entitled to vote such shares and
to receive all dividends and other distributions paid with respect to such
shares. However, if any such dividends or distributions are paid in shares of
Company stock during an applicable period of restriction, the shares received
shall be subject to the same restrictions as the shares with respect to which
they were issued. Moreover, the Stock Option Committee may provide in any
written agreement pursuant to which the grant was made such other restrictions,
terms and conditions as it may deem advisable with respect to the treatment and
holding of any stock, cash or property that is received in exchange for the
restricted shares.
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 is comprised of Messrs. Thompson and Orthwein. 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 Board of Directors will designate those employees of the Company (which may
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 Board of Directors. The
amount to be credited to any eligible executive shall be determined in the sole
discretion of the Board of Directors. 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 deci-
7
<PAGE> 9
sion 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 be 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 the Company's Common Stock (assumes $100 invested on July 31, 1995
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 the Company whose primary
business is recreation vehicles or mid-size buses for the five year period ended
July 31, 2000. The peer group consists of the following companies: Coachmen
Industries, Inc.; Fleetwood Enterprises, Inc.; Winnebago Industries, Inc.;
Collins Industries, Inc.; and Supreme Industries, Inc. The Company cautions that
stock price performance noted below should not be considered indicative of
potential future stock price performance. The Company changed its peer group in
fiscal 2000 to include Collins Industries, Inc. and Supreme Industries, Inc.
Metrotrans Corporation was removed because it is no longer traded.
<TABLE>
<CAPTION>
COMPARISON OF CUMULATIVE TOTAL RETURN
7/31/95 7/31/96 7/31/97 7/31/98 7/30/99 7/31/00
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Thor Industries I 100.00 100.61 134.00 202.18 238.79 191.34
Old Peer Group 100.00 161.51 169.56 202.58 215.28 118.58
New Peer Group 100.00 159.02 172.99 203.56 216.90 122.97
S&P500 Compo 100.00 113.86 169.78 199.39 236.40 254.57
</TABLE>
8
<PAGE> 10
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company does not have a separate compensation committee. Messrs. Thompson
and Orthwein jointly make the determinations concerning executive officer
compensation for each fiscal year, subject to the review of the Board of
Directors.
COMMITTEE REPORT ON EXECUTIVE COMPENSATION
As indicated above, the Company does not have a separate compensation committee.
The Board of Directors of the Company has set a policy 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. In accordance with this policy, Messrs.
Thompson and Orthwein jointly make the determinations concerning executive
officer compensation for each fiscal year, subject to the review of the Board of
Directors. With respect to their own compensation, Messrs. Thompson and
Orthwein, at the recommendation of the Board of Directors, have established
relatively low fixed salaries for themselves and receive bonuses relating to
profitability.
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, each of whom serves as a director and officer of
the Company, 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 also own all the stock of Cash Flow Management,
Inc. The Company pays Cash Flow Management a management consulting fee of
$96,000 per annum, which is used to defray expenses, including the rent of
offices used by Messrs. Thompson, Orthwein and Riegel.
Alan Siegel, a director of the Company, is a member of the law firm Akin, Gump,
Strauss, Hauer & Feld, LLP, which provides outside counsel to the Company.
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 such filings were required, the Company believes that
all filing requirements were satisfied by each of the Company's officers,
directors and ten percent (10%) stockholders for fiscal 2000.
9
<PAGE> 11
STOCKHOLDER PROPOSALS
Proposals by stockholders that are intended to be presented at the 2001 Annual
Meeting must be received by the Company on or before July 2, 2001.
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 15, 2001, 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
10
<PAGE> 12
PROXY PROXY
THOR INDUSTRIES, INC.
ANNUAL MEETING OF STOCKHOLDERS, DECEMBER 4, 2000
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 4, 2000 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> 13
THOR INDUSTRIES, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [ ]
<TABLE>
<S> <C> <C>
[ ]
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 Directors (Class C term expires 2003): For Withhold For All
Nominees: All All Except Nominee(s) Written Below.
01 Neil D. Chrisman 02 Alan Siegel [ ] [ ] [ ] ____________________________________
2. In their discretion, upon the transaction of such other
business as may come before the meeting.
--------------------------------------------------------- Dated_____________________________________________________, 2000
Signature(s)______________________________________________(L.S.
THIS SPACE RESERVED FOR ADDRESSING
(key lines do not print) __________________________________________________________(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.
</TABLE>
