0000950123-11-049978.txt : 20110513 0000950123-11-049978.hdr.sgml : 20110513 20110513140125 ACCESSION NUMBER: 0000950123-11-049978 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110513 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110513 DATE AS OF CHANGE: 20110513 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: 11839742 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 l42697e8vk.htm FORM 8-K e8vk
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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): May 13, 2011
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,
Jackson Center, Ohio

(Address of Principal Executive Offices)
  45334-0629
(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))
 
 

 


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Item 8.01 Other Events.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1


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Item 8.01 Other Events.
On May 13, 2011, Thor Industries, Inc. (the “Company”) announced a settlement with the Securities and Exchange Commission (the “SEC”) in connection with the previously disclosed SEC review regarding the facts and circumstances giving rise to the restatement of the Company’s previously issued financial statements as of July 31, 2006 and 2005, and for each of the years in the three-year period ended July 31, 2006, and the financial results in each of the quarterly periods in 2006 and 2005, and its financial statements as of and for the three months ended October 31, 2006 and related matters. A copy of the Company’s press release announcing the settlement is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
     (d) Exhibits
     
Exhibit Number   Description
 
   
99.1
  Copy of press release, dated May 13, 2011, issued by the Company

 


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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: May 13, 2011  By:   /s/ George J. Lawrence    
    Name:   George J. Lawrence   
    Title:   Senior Vice President, General Counsel and Corporate Secretary   

 


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EXHIBIT INDEX
     
Exhibit Number   Description
 
   
99.1
  Copy of press release, dated May 13, 2011, issued by the Company

 

EX-99.1 2 l42697exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
[THOR INDUSTRIES, INC. LOGO]
419 WEST PIKE STREET P.O. BOX 629 JACKSON CENTER, OHIO 45334-0629
PHONE 937-596-6849 FAX 937-596-6539
Date: May 13, 2011
Contact: Peter B. Orthwein or Richard E. Riegel III
NEWS RELEASE
THOR ANNOUNCES SETTLEMENT WITH THE SEC
     As has been previously disclosed, Thor Industries, Inc. (NYSE:THO) (the “Company” or “Thor”) has been subject to a Securities and Exchange Commission (the “SEC”) review since 2007 regarding the facts and circumstances giving rise to the restatement of its previously issued financial statements as of July 31, 2006 and 2005, and for each of the years in the three-year period ended July 31, 2006, and the financial results in each of the quarterly periods in 2006 and 2005, and its financial statements as of and for the three months ended October 31, 2006 and related matters. The Company has engaged in settlement discussions with the SEC staff regarding this matter and has reached an agreement with the SEC which, if approved by the U.S. District Court for the District of Columbia, would resolve this matter with the SEC. The SEC filed the settlement with the Court on May 12, 2011.
     Under the proposed settlement, the Company has consented, without admitting or denying the allegations in the SEC’s complaint, to the entry of a final judgment of the Court ordering the Company to comply with the Cease and Desist Order issued by the SEC on October 18, 1999, enjoining the Company from violating the books and records and internal control provisions of the federal securities laws and regulations thereunder, imposing a civil cash penalty of $1 million and requiring the Company to hire an independent consultant not unacceptable to the SEC staff. The independent consultant will review and evaluate certain specified aspects of internal accounting controls over financial reporting and record-keeping policies and procedures at each of the Company’s operating subsidiaries and will issue a report with recommendations for necessary improvements or enhancements that the Company should adopt going forward. Under the terms of the settlement, the Company is required to retain the independent consultant within 30 days after entry of the final judgment by the Court and the independent consultant’s report is to be completed within 90 days after the date the consultant is retained.
     The Company has cooperated fully with the SEC in the resolution of this matter.
     Thor is the world’s largest manufacturer of recreation vehicles and a major builder of commercial buses and ambulances.
* * *
     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 proposed settlement or the independent consultant’s review, 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, 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-K for the year ended July 31, 2010 and Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the period ended January 31, 2011. 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.