8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): December 17, 2009

Thor Industries, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-9235	93-0768752
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
419 West Pike Street,		45334-0629
Jackson Center, Ohio (Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (937) 596-6849

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     Thor Industries, Inc. (the “Company”) entered into a repurchase agreement dated as of December 17, 2009 (the “Repurchase Agreement), to purchase shares of its common stock from the Estate of Wade F. B. Thompson (the “Estate”) in a private transaction. Pursuant to the terms of the Repurchase Agreement, the Company purchased 3,980,000 shares of its common stock at a price of $29 per share from the Estate, representing an aggregate purchase price of $115,420,000. The Estate holds all of the shares of common stock of the Company previously owned by the late Wade F. B. Thompson, the Company’s former Chief Executive Officer. Alan Siegel, a member of the board of directors of the Company (the “Board”), is a co-executor of the Estate. The repurchase transaction was evaluated and approved by directors of the Board who are not affiliated with the Estate. The Company used available cash to purchase the shares. The amount of shares repurchased by the Company represents 7.2% of the Company’s issued and outstanding common stock. 

     A copy of the Repurchase Agreement is attached hereto as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. A copy of the Company’s corrected press release, issued on December 18, 2009, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

Exhibit Number	Description
10.1	Repurchase Agreement, dated as of December 17, 2009, between the Company and the Estate
99.1	Copy of the corrected press release, dated December 18, 2009, issued by the Company

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.
Date: December 22, 2009	By:	/s/ Peter B. Orthwein
	Name:		Peter B. Orthwein
	Title:		Chairman of the Board, President and Chief Executive Officer

EXHIBIT INDEX

Exhibit
Number	Description
10.1	Repurchase Agreement, dated as of December 17, 2009, between the Company and the Estate
99.1	Copy of corrected press release, dated December 18, 2009, issued by the Company

EX-10.1

Exhibit 10.1

EXECUTION VERSION

REPURCHASE AGREEMENT

     This REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 17, 2009 by and between Thor Industries, Inc., a Delaware corporation (the “Company”), and the Estate of Wade F. B. Thompson (“Stockholder”).

RECITAL

     WHEREAS, in order to consummate an integrated plan to diversify Stockholder’s investment holdings, Stockholder desires to sell 5,980,000 shares of common stock, $0.10 par value, of the Company (the “Common Stock”), Stockholder has agreed to structure the transaction in the following manner: (i) Stockholder has agreed, pursuant to Rule 144 under the Securities Act of 1933, as amended, to sell to third party investors through a brokerage account at Credit Suisse Securities (USA) LLC 2,000,000 shares of Common Stock for cash in the amount of $29.00 per share of Common Stock and (ii) Stockholder hereby agrees to sell to the Company, and the Company hereby agrees to purchase from Stockholder, 3,980,000 shares of Common Stock (the “Repurchased Shares”) at $29.00 per share, or $115,420,000 (the “Aggregate Cash Consideration”).

AGREEMENT

     NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

     1. Repurchase. Subject to the terms and conditions set forth in this Agreement, Stockholder hereby sells, assigns, transfers, conveys and delivers all its right, title and interest in and to the Repurchased Shares to the Company free and clear of all liens, encumbrances, pledges, options, warrants, rights of first refusal, claims, charges, restrictions or claims or rights of third parties of any kind or nature (collectively, “Liens”). The Company hereby repurchases and accepts delivery of the Repurchased Shares in exchange for the payment of the Aggregate Cash Consideration. Stockholder hereby acknowledges and agrees that receipt of the Aggregate Cash Consideration shall constitute complete satisfaction of all obligations or any other sums due to such Stockholder with respect to repurchase of the Repurchased Shares.

     2. Closing. The closing of the repurchase provided for herein (the “Closing”) shall take place at the offices of Latham & Watkins LLP located at 885 Third Avenue, New York, New York 10022 (or at such other place upon which the parties hereto may mutually agree). At the Closing, the following shall occur:

          a. Stockholder Deliveries. Stockholder shall surrender to the Company the stock certificates (if any) representing the Repurchased Shares owned by Stockholder and shall deliver all other documents and instruments reasonably necessary for the transfer of the Repurchased Shares to the Company, including an appropriate stock power, duly endorsed in blank. With respect to the Repurchased Shares that are to be delivered through the facilities of The Depository Trust Company that are credited to or otherwise held in a securities account maintained by Stockholder, Stockholder shall take such actions necessary to provide appropriate instruction to the relevant financial institution or other entity with which Stockholder’s account is maintained to effect the transfer of the Repurchased Shares from Stockholder’s account to an account at a financial institution designated by the Company for the receipt of the Repurchased Shares so transferred. In connection with any account to which the Repurchased Shares are credited or otherwise held, Stockholder shall execute and deliver such other and

further documents or instruments necessary, in the reasonable opinion of the Company, to effect a legally valid transfer to the Company hereunder.

          b. Company Deliveries. The Company shall deliver to Stockholder the Aggregate Cash Consideration by wire transfer of immediately available funds to an account designated in writing by Stockholder to the Company prior to the Closing.

     3. No Further Ownership Interest. From and after the Closing, Stockholder shall have no further right or title to or interest in the Repurchased Shares or any dividends, distributions, equity interests or other rights in respect thereof.

     4. Representations and Warranties of Stockholder. Stockholder represents and warrants to the Company as follows:

          a. Title to Shares. As of the date hereof, Stockholder owns good and marketable title to the Repurchased Shares and such Repurchased Shares are free and clear of all Liens. Except for this Agreement, Stockholder has not entered into or agreed to be bound by any other arrangements or agreements of any kind with any other Person with respect to the Repurchased Shares, including, but not limited to, arrangements or agreements with respect to the acquisition or disposition thereof or any interest therein or the voting of any such Repurchased Shares.

          b. Binding Effect. This Agreement is a legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

          c. Governmental Authorization; Third Party Consent. No approval, consent, compliance, exemption, authorization, or other action by or notice to, or filing with, any governmental authority or any other person in respect of any requirements of law is necessary or required by Stockholder in connection with the execution, delivery or performance by Stockholder of this Agreement, except for such approval, consent, compliance, exemption, authorization, or other action which, if not obtained or made, would not reasonably be likely to prevent or materially delay Stockholder from performing its obligations under this Agreement in all material respects.

          d. Brokers or Finders. Except for Stockholder’s engagement of Credit Suisse Securities (USA) LLC as an advisor in connection with the transactions contemplated by this Agreement, Stockholder has not employed or entered into any agreement with, nor is Stockholder subject to, any valid claim of any broker, finder, consultant, or other intermediary in connection with the transactions contemplated by this Agreement who might be entitled to a fee or commission in connection with such transactions.

          e. Legal Proceedings. There are no legal proceedings pending or, to the knowledge of Stockholder, threatened, to which Stockholder is or may be a party, that (a) challenge the validity or enforceability of Stockholder’s obligations under this Agreement or (b) seek to prevent, delay or otherwise would reasonably be expected to materially adversely affect the consummation by Stockholder of the transactions contemplated hereby.

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     5. Representations and Warranties of the Company. The Company represents and warrants to Stockholder as follows:

          a. Authority; Binding Effect. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority and has taken all necessary action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein. This Agreement is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

          b. No Violation. Neither the execution and delivery of this Agreement by the Company, nor the repurchase of the Repurchased Shares owned by Stockholder pursuant to this Agreement, will (i) result in a breach of its organizational documents, (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any material agreement, lease or other instrument or obligation to which the Company is a party, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained and are in full force and effect or which would not impair the Company’s ability to consummate the transactions contemplated by this Agreement, or (iii) violate any order, writ, injunction or decree applicable to the Company or any of the Company’s material assets.

          c. Governmental Authorization; Third Party Consent. No approval, consent, compliance, exemption, authorization, or other action by or notice to, or filing with, any governmental authority or any other person in respect of any requirements of law is necessary or required by the Company in connection with the execution, delivery or performance by the Company of this Agreement, except for such approval, consent, compliance, exemption, authorization, or other action which, if not obtained or made, would not reasonably be likely to prevent or materially delay the Company from performing its obligations under this Agreement in all material respects.

          d. Brokers or Finders. The Company has not employed or entered into any agreement with, nor is the Company subject to, any valid claim of any broker, finder, consultant, or other intermediary in connection with the transactions contemplated by this Agreement who might be entitled to a fee or commission in connection with such transactions.

          e. Exchange Act Reports. The Company’s reports filed with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended, and any amendment or supplement thereto, did not, when filed with the Commission, and do not, as of the date hereof, contain an untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

     6. Affirmative Covenant. The parties hereto shall file income tax returns and other required income tax filings consistent with treating the repurchase of the Repurchased Shares owned by Stockholder pursuant to this Agreement as a payment in exchange for the Repurchased Shares within the meaning of Section 302(a) of the Internal Revenue Code, as amended.

     7. Miscellaneous.

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          a. Amendment. This Agreement may not be amended or waived in any respect except by a written agreement signed by the parties hereto.

          b. Survival. Each of the representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing and continue in full force and effect in accordance with its terms, but is subject to all applicable statutes of limitation, statutes of repose and other similar defenses provided in law or equity.

          c. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof and shall supersede all previous negotiations, commitments, agreements and understandings (both oral and written) with respect to such subject matter.

          d. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or electronic image scan shall be effective as delivery of a manually executed counterpart of this Agreement.

          e. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

          f. Expenses. Each party shall bear its own expenses and fees in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby.

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

THOR INDUSTRIES, INC.
By:	/s/ Peter B. Orthwein
	Name:	Peter B. Orthwein
	Title:	Chairman
ESTATE OF WADE F. B. THOMPSON
By:	/s/ Angela E. Thompson
	Name:	Angela E. Thompson
	Title:	Co-Executor

By:	/s/ Alan Siegel
	Name:	Alan Siegel
	Title:	Co-Executor

Repurchase Agreement

EX-99.1

Exhibit 99.1

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

CORRECTION

Date:	December 18, 2009
Contact:	Peter B. Orthwein

THOR REPURCHASES STOCK
FROM THE ESTATE OF WADE F. B. THOMPSON

Thor Industries, Inc. (NYSE:THO) (Thor) announced today that it purchased shares of its common stock from the Estate of Wade F. B. Thompson (the “Estate”) in a private transaction. The Estate currently holds all of the stock of the late Wade F. B. Thompson, Thor’s former Chief Executive Officer. Pursuant to the terms of a repurchase agreement, 3,980,000 shares of Thor’s common stock were purchased at a price of $29 per share. The repurchase transaction was evaluated and approved by directors of Thor’s Board who are not affiliated with the Estate. The repurchase represents 5.6% of Thor’s common stock currently outstanding. Thor used available cash to purchase the shares.

Thor is the world’s largest manufacturer of recreation vehicles and a major builder of commercial buses.

This release includes certain statements that are “forward looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements involve uncertainties and risks. There can be no assurance that actual results will not differ from our expectations. Factors which could cause materially different results include, among others, additional issues that may arise in connection with the findings of the completed investigation by the Audit Committee of the Board of Directors of Thor Industries, Inc. (the “Company”) and the SEC’s requests for additional information, fuel prices, fuel availability, lower consumer confidence, interest rate increases, tight lending practices, increased material costs, the success of new product introductions, the pace of acquisitions, cost structure improvements, the impact of auction market failures on our liquidity, competition and general economic conditions and the other risks and uncertainties discussed more fully in Item 1A of the Company’s Annual Report on Form 10-Q for the quarter ended October 31, 2009. The Company disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained in this release or to reflect any change in the Company’s expectations after the date of this release or any change in events, conditions or circumstances on which any statement is based except as required by law.