-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UMLi2ae3JBdPHkqrYCXIx6nX5WmXozuJyZb+xpcp7E10xuMygFxHnOvLxCz5S5Dn bW2KT3TGnLYcT7IvR6zmhw== 0000912057-96-026887.txt : 19961120 0000912057-96-026887.hdr.sgml : 19961120 ACCESSION NUMBER: 0000912057-96-026887 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961118 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THOR INDUSTRIES INC CENTRAL INDEX KEY: 0000730263 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 930768752 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35372 FILM NUMBER: 96668627 BUSINESS ADDRESS: STREET 1: 419 W PIKE ST CITY: JACKSON CENTER STATE: OH ZIP: 45334 BUSINESS PHONE: 5135966849 MAIL ADDRESS: STREET 1: 419 W PIKE STREET CITY: JACKSON CENTER STATE: OH ZIP: 45334 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THOR INDUSTRIES INC CENTRAL INDEX KEY: 0000730263 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 930768752 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 419 W PIKE ST CITY: JACKSON CENTER STATE: OH ZIP: 45334 BUSINESS PHONE: 5135966849 MAIL ADDRESS: STREET 1: 419 W PIKE STREET CITY: JACKSON CENTER STATE: OH ZIP: 45334 SC 13E4/A 1 13E4/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 13E-4 (AMENDMENT NO. 1) ------------------ ISSUER TENDER OFFER STATEMENT (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) ------------------------------ THOR INDUSTRIES, INC. (Name of Issuer and Person Filing Statement) COMMON STOCK, PAR VALUE $0.10 PER SHARE (Title of Class of Securities) 885160 10 1 (CUSIP Number of Class of Securities) ------------------------------ WADE F. B. THOMPSON CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER 419 WEST PIKE STREET JACKSON CENTER, OHIO 45334 (513) 596-6849 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing Statement) ------------------------------ COPY TO: ALAN SIEGEL, ESQ. AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. 399 PARK AVENUE NEW YORK, NEW YORK 10022 (212) 872-1000 OCTOBER 17, 1996 (Date Tender Offer First Published, Sent or Given to Security Holders) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CALCULATION OF FILING FEE
TRANSACTION AMOUNT OF FILING VALUATION(1) FEE - --------------------- ------------------- 13,0$00,000....... $ 2,600*
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: N/A Filing Party: N/A Form or Registration No.: N/A Date Filed: N/A - ------------------------ * Previously paid. - ------------------------ (1) Estimated solely for purposes of calculating the filing fee and computed pursuant to Rule 0-11(a)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This amount assumes the acquisition by Thor Industries, Inc. of 500,000 shares of its common stock at the maximum tender offer price of $26 per share. ITEM 1. SECURITY AND ISSUER. (a) The name of the Issuer is Thor Industries, Inc., a Delaware corporation (the "Company"), which has its principal executive offices at 419 West Pike Street, Jackson Center, Ohio 45334. (b) This Amendment No. 1 to Schedule 13E-4 amends the Schedule 13E-4 dated October 17, 1996 (the "Original Schedule") relating to the offer by the Company to purchase up to 500,000 shares (or such lesser number of shares as are properly tendered and not withdrawn) of its Common Stock, par value $0.10 per share (the "Shares" or the "Common Stock"), at prices not greater than $26 nor less than $24 per Share, net to the seller in cash (the "Purchase Price"), to be selected by the Company, taking into account the number of Shares so tendered and the prices specified by stockholders tendering Shares. The Company will select the lowest Purchase Price that will allow the Company to buy up to 500,000 Shares (or such lesser number as are properly tendered and not withdrawn) at a price not greater than $26 nor less than $24, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 17, 1996 (the "Offer to Purchase") (filed as Exhibit (a)(1) to the Original Schedule), as supplemented by a Supplement to the Offer to Purchase dated November 14, 1996, which is attached as Exhibit (a)(11) hereto (the "Supplement"), and in the related Letter of Transmittal (filed as Exhibit (a)(2) to the Original Schedule) (which together constitute the "Offer"). The Offer is being made to all holders of Shares, including officers, directors and affiliates of the Company. The information set forth in "Introduction," "Section 1. Number of Shares; Proration," "Section 10. Shares Outstanding and Significant Stockholders; Certain Effects of the Offer," "Section 12. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares" and "Section 15. Extension of the Offer; Termination; Amendments" of the Offer to Purchase, and all of the information set forth in the Supplement, is incorporated herein by reference. (c) The Shares are listed and traded on the New York Stock Exchange, Inc. (the "NYSE") under the symbol "THO." The information set forth in "Introduction" and "Section 7. Price Range of Shares; Dividends" of the Offer to Purchase is incorporated herein by reference. (d) This statement is being filed by the Issuer. ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. (a)--(j) The information set forth in "Introduction," "Section 8. Purpose of the Offer," "Section 10. Shares Outstanding and Significant Stockholders; Certain Effects of the Offer," "Section 11. Certain Information Concerning the Company," and "Section 12. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares" of the Offer to Purchase, and the information set forth in "Recent Developments" of the Supplement, is incorporated herein by reference. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. The information set forth in "Section 12. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares" of the Offer to Purchase, and the information set forth in "Recent Developments" of the Supplement, is incorporated herein by reference. ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. The information set forth in the "Introduction," "Section 8. Purpose of the Offer," "Section 10. Shares Outstanding and Significant Stockholders; Certain Effects of the Offer" and "Section 12. Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares" of the Offer to Purchase, and the information set forth in "Recent Developments" of the Supplement, is incorporated herein by reference. 1 ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION - ------------- ------------------------------------------------------------------------------------------------ (a) (1) Offer to Purchase dated October 17, 1996.* (a) (2) Letter of Transmittal.* (a) (3) Notice of Guaranteed Delivery.* (a) (4) Form of letter to brokers, dealers, commercial banks, trust companies and other nominees dated October 17, 1996.* (a) (5) Form of letter to clients who are common stockholders for use by brokers, dealers, commercial banks, trust companies and other nominees dated October 17, 1996.* (a) (6) Form of letter to stockholders from the Chairman and Chief Executive Officer of the Company dated October 17, 1996.* (a) (8) Form of Summary Advertisement dated October 17, 1996.* (a) (9) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(10) Form of Press Release dated October 17, 1996.* (a)(11) Supplement to the Offer to Purchase dated November 14, 1996. (a)(12) Form of Press Release dated November 15, 1996. (b) (1) Amended and Restated Revolving Credit Agreement by and among Thor Industries, Inc. (including certain of its subsidiaries as guarantors), Bank One, Sidney, NA and Harris Trust and Savings Bank, as banks, and Bank One, Sidney, NA, as agent, dated as of December 4, 1992 (the "Credit Agreement").* (b) (2) First Amendment to the Credit Agreement dated January 1992.* (b) (3) Second Amendment to the Credit Agreement dated November 23, 1993.* (b) (4) Third Amendment to the Credit Agreement dated November 24, 1994.* (b) (5) Assignment and Acceptance dated August 25, 1995 between Bank One, Sidney, NA and Bank One, Columbus, NA and agreed to and accepted by Thor Industries, Inc. and Harris Trust and Savings Bank.* (b) (6) Specimen of Note in the amount of $12,500,000 of Thor Industries, Inc. payable to Harris Trust and Savings Bank dated August 31, 1995.* (b) (7) Specimen of Note in the amount of $12,500,000 of Thor Industries, Inc. payable to Bank One, Columbus, NA dated August 31, 1995.* (b) (8) Fourth Amendment to the Credit Agreement dated August 31, 1995.* (b) (9) Fifth Amendment to the Credit Agreement dated November 30, 1995.* (b) (10) Sixth Amendment to the Credit Agreement dated October 17, 1996.* (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable.
- ------------------------ * Previously filed. 2 SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 18, 1996 THOR INDUSTRIES, INC. By: ______/s/ Wade F.B. Thompson______ Name: Wade F.B. Thompson Title: Chairman, President and Chief Executive Officer 3 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------------- ----------------------------------------------------------------------------------------------- (a)(11) Supplement to the Offer to Purchase dated November 14, 1996. (a)(12) Form of Press Release dated November 15, 1996.
EX-99.(A)(11) 2 EXHIBIT 99.A.11 EXHIBIT 99(A)(11) THOR INDUSTRIES, INC. SUPPLEMENT TO THE OFFER TO PURCHASE FOR CASH UP TO 500,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $26 PER SHARE NOR LESS THAN $24 PER SHARE DATED OCTOBER 17, 1996 THE OFFER HAS BEEN EXTENDED. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS NOW EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, NOVEMBER 21, 1996, UNLESS THE OFFER IS FURTHER EXTENDED
This Supplement (the "Supplement") amends and supplements the Offer to Purchase dated October 17, 1996 (the "Offer to Purchase") with respect to the invitation by Thor Industries, Inc. (the "Company") to its stockholders to tender shares of its common stock, par value $0.10 per share (the "Shares" or the "Common Stock"), to the Company at prices, net to the sellers in cash, not greater than $26 nor less than $24 per Share, as specified by stockholders tendering Shares upon the terms and subject to the conditions set forth in the Offer to Purchase, as amended and supplemented hereby, and in the related Letter of Transmittal (which together constitute the "Offer"). This Supplement should be read in conjunction with the Offer to Purchase previously mailed to stockholders, and the information contained in the Offer to Purchase is amended to the extent that such information is inconsistent with the information contained herein. Capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the Offer to Purchase. RECENT DEVELOPMENTS On November 14, 1996, Wade F. B. Thompson, Chairman, President and Chief Executive Officer of the Company, sold 150,000 Shares to Peter B. Orthwein, Vice Chairman and Treasurer of the Company. After the aforementioned transaction, as of November 14, 1996, directors, executive officers and affiliates of the Company owned 4,021,812 of the Company's Shares (approximately 46.5% of the outstanding Shares). Mr. Thompson, who indicated previously that he would tender 150,000 Shares, has indicated that now he does not intend to tender any Shares pursuant to the Offer. Mr. Orthwein, who indicated previously that he would tender 30,000 Shares, has indicated that now he intends to tender 180,000 Shares (2.1% of the outstanding Shares as of November 14, 1996) pursuant to the Offer. LETTERS OF TRANSMITTAL The Company has not printed or distributed new Letters of Transmittal or other ancillary documents in connection with this Supplement. Stockholders should use the originally distributed Letters of Transmittal and ancillary documents, as appropriate. If needed, additional copies of such documents may be directed to the Information Agent. Stockholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer is: D.F. KING & CO., INC. 77 WATER STREET NEW YORK, NEW YORK 10005 BANKS AND BROKERS CALL COLLECT (212) 269-5550 ALL OTHERS CALL TOLL FREE (800) 829-6551 THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON BEHALF OF THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, ANY SUCH RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. ------------------------ NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO STOCKHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH SHARES SHOULD BE TENDERED. The date of this Supplement is November 14, 1996. EX-99.(A)(12) 3 EXHIBIT 99.A.12 EXHIBIT 99(A)(12) November 15, 1996 Contact: Wade F. B. Thompson or Peter B. Orthwein THOR EXTENDS ITS TENDER OFFER FOR UP TO 500,000 OF ITS SHARES Thor Industries, Inc. (NYSE:THO) announced today that it had extended the expiration date of its tender offer for up to 500,000 shares of the Company's common stock. The tender offer, which invites Thor stockholders to specify prices within a range from $24 up to $26 per share at which they are willing to tender their shares, previously was scheduled to expire on Thursday, November 14, 1996, at 12:00 midnight, New York City time, unless further extended. THE TENDER OFFER NOW WILL EXPIRE ON NOVEMBER 21, 1996, AT 12:00 MIDNIGHT, NEW YORK CITY TIME, UNLESS FURTHER EXTENDED. Harris Trust and Savings Bank is the Depositary for the tender offer and D.F. King & Co., Inc. will serve as the Information Agent. -----END PRIVACY-ENHANCED MESSAGE-----