-----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, S5q8pbVRPFSX/E7bQyI/LVtuzSAsrLtxMOczIZtC6i4kGll5maIpzqkZTSZRwOxx 9bOBlmLpO6lIQ4Z8kjCViw== 0000921530-04-000522.txt : 20041102 0000921530-04-000522.hdr.sgml : 20041102 20041102172211 ACCESSION NUMBER: 0000921530-04-000522 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041101 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041102 DATE AS OF CHANGE: 20041102 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09235 FILM NUMBER: 041114158 BUSINESS ADDRESS: STREET 1: 419 W PIKE ST CITY: JACKSON CENTER STATE: OH ZIP: 45334 BUSINESS PHONE: 9375966849 MAIL ADDRESS: STREET 1: 419 W PIKE STREET CITY: JACKSON CENTER STATE: OH ZIP: 45334 8-K 1 thor_8k-crossroads.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 2, 2004 Thor Industries, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 1-9235 93-0768752 (State or Other Jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification No.) 419 W. Pike Street, Jackson Center, Ohio 45334-0629 (Address of Principal (Zip Code) Executive Offices) Registrant's telephone number, including area code (937) 596-6849 ================================================================================ ITEM 8.01 Other Events On November 1, 2004, we completed our acquisition of the stock of DS Corp. d/b/a Crossroads RV, an Indiana corporation ("Crossroads"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 28, 2004, by and among our company, Thor Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of our company ("Acquisition Subsidiary"), Crossroads and the securityholders of Crossroads. Crossroads is engaged in the business of manufacturing towable recreational vehicles. Under the terms of the Merger Agreement, Acquisition Subsidiary merged with and into Crossroads, and Crossroads continued as the surviving corporation (the "Merger"). In addition, as part of the Merger, certain members of management of Crossroads entered into non-competition agreements with our company. The purchase price paid by us for the acquisition of the stock of Crossroads was approximately $27 million, which was payable in cash and was funded from our cash on hand. The merger consideration paid for the stock of Crossroads is subject to adjustment following the completion of audited financial statements after the closing of the Merger. A copy of the press release relating to the Merger that was issued by our company on November 1, 2004 is filed as Exhibit 99.1 to this Current Report on Form 8-K and is also incorporated by reference herein. ITEM 9.01 Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired None. (b) Pro Forma Financial Information None. (c) Exhibits 99.1 Press Release of Thor Industries, Inc., dated November 1, 2004.* - ----------- *Filed herewith SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Thor Industries, Inc. (Registrant) Date: November 2, 2004 /s/ Walter L. Bennett ----------------------------------- Name: Walter L. Bennett Title: Chief Financial Officer Index of Exhibits 99.1 Press Release of Thor Industries, Inc., dated November 1, 2004.* - ----------- *Filed herewith EX-99 2 thor_pr-crossroads.txt PRESS RELEASE [COMPANY LOGO] THOR INDUSTRIES, INC. 419 WEST PIKE STREET - P.O. BOX 629 - JACKSON CENTER, OHIO 45334-0629 PHONE 937-596-6849 - FAX 937-596-6539 N E W S R E L E A S E ---------------------- Date: November 1, 2004 Contact: Wade F. B. Thompson or Peter Orthwein THOR ACQUIRES CROSSROADS RV; ---------------------------- REPURCHASED 323,200 SHARES IN QUARTER. -------------------------------------- Thor Industries, Inc. (NYSE:THO) announced today that it acquired CrossRoads RV, a Topeka, IN, builder of fifth wheels and travel trailers for approximately $27 million cash. CrossRoads will have sales this year of over $60 million, about double last year, and is highly profitable. Its acquisition is expected to add approximately 5(cent) per share to Thor's fiscal 2005 net income. We welcome the CrossRoads team, which will continue to operate the company as a Thor subsidiary. CrossRoads is the eighth largest fifth wheel builder. Its retail fifth wheel sales were 1,272 units through August 2004, up 104% from 622 units last year, according to Statistical Surveys, Inc. Its acquisition gives Thor 35.8% market share in fifth wheels, larger than its next four competitors combined. Thor also announced that it repurchased 323,200 shares of its stock in the quarter ended October 31, 2004 as part of its 2,000,000 share buy back authorized by its Board of Directors. "In our view, Thor stock represents exceptional value at these levels," said Wade F. B. Thompson, Thor chairman. Thor will announce its sales for the quarter ended October 31, 2004, tomorrow. Thor is the largest manufacturer of recreation vehicles and the largest builder of mid-size buses. This release includes "forward looking statements" that involve uncertainties and risks. There can be no assurance that actual results will not differ from the Company's expectations. Factors which could cause materially different results include, among others, the success of new product introductions, the pace of acquisitions and cost structure improvements, competitive and general economic conditions, and the other risks set forth in the Company's filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----