-----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, MXM+hxrZSfUSnBguPjjXKeg2ud7NaXO6/X194Xm2i5gHiqU0bSXWYIwwVGj0t+YF VP6PCXORODIbrN38hRSVRw== 0000950152-03-009780.txt : 20031114 0000950152-03-009780.hdr.sgml : 20031114 20031114151416 ACCESSION NUMBER: 0000950152-03-009780 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20030731 FILED AS OF DATE: 20031114 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09235 FILM NUMBER: 031003827 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 10-K/A 1 l04188ae10vkza.txt THOR INDUSTRIES, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 -------------------------- FORM 10-K/A AMENDMENT NO. 1 --------------------------- Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE FISCAL YEAR ENDED JULY 31, 2003 Commission File Number 1-9235 THOR INDUSTRIES, INC. --------------------------------------- (Exact name of registrant as specified in its charter) Delaware 93-0768752 -------- ---------- (state or other jurisdiction of (I.R.S. Employer identification Number) incorporation or organization) 419 W. Pike Street, Jackson Center, Ohio 45334-0629 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (937) 596-6849 Securities registered pursuant to Section 12(b) of the Act: Title of each class: Name of each exchange on which registered: Common Stock (par value $.10 per share) New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to the filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent files pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes X No Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 126-2 of the act). Yes X No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of January 31, 2003 was $370,934,493, based on the closing price of the registrant's common shares on January 31, 2003, the last business day of the registrant's most recently completed second fiscal quarter. Solely for the purpose of this calculation and for no other purpose, the non-affiliates of the registrant are assumed to be all shareholders of the registrant other than (i) directors of the registrant (ii) executive officers of the registrant who are identified as "named executive officers" pursuant to Item 11 of the registrants Form 10-K and (iii) any shareholder that beneficially owns 10% or more of the registrant's common shares. Such exclusion is not intended, nor shall it be deemed, to be an admission that such persons are affiliates of the registrant. The number of common shares of registrant's stock outstanding as of October 14, 2003 was 28,621,296. Documents incorporated by reference: Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held on December 9, 2003 are incorporated by reference in Part III of this Annual Report on form 10-K. This Amendment No. 1 on Form 10-K/A is being filed by the registrant to amend the registrant's Annual Report on Form 10-K dated October 24, 2003, filed with the Securities and Exchange Commission on October 29, 2003 (the "Initial Report") solely to (i) correct a typographical error regarding the number of record holders of the Registrant's common stock in Item 5(b) of the Initial Report and (ii) file as an exhibit the Thor Industries, Inc. Business Ethics Policy, which was inadvertently not filed with the Initial Report. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the complete text of Items 5 and 15(a)(3), as amended, is set forth below. ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (a) MARKET INFORMATION The Company's Common Stock is traded on the New York Stock Exchange. Set forth below is the range of high and low prices for the common stock for each quarter during the Company's two most recent fiscal years, as quoted in the New York Stock Exchange Monthly Market Statistics and Trading Reports. High and low stock prices were adjusted for the two-for-one stock split in July 2002.
Fiscal 2003 Fiscal 2002 ----------- ----------- High Low High Low -------------------------------------- First Quarter...... $37.18 $27.45 $17.86 $10.74 Second Quarter..... 42.78 26.30 24.25 16.62 Third Quarter...... 32.29 21.45 31.00 21.04 Fourth Quarter..... 45.85 31.00 36.80 24.60
(b) HOLDERS As of October 14, 2003, the number of holders of record of the Company's common stock was 191. (c) DIVIDENDS We paid quarterly dividends of $.01 per share in each of the first three quarters of fiscal 2003 and $.02 per share in the fourth quarter of fiscal 2003 and $.01 per share in all four quarters of fiscal 2002. Any payment of cash dividends in the future will be at the discretion of our board of directors and will depend upon our financial condition, capital requirements, earnings and any other factors which the board of directors may deem relevant. (d) EQUITY COMPENSATION PLAN INFORMATION The following table provides information as of July 31, 2003 about the Company's Common Stock that may be issued upon the exercise of options, warrants and rights granted to employees or members of the Board of Directors under all the Company's existing equity compensation plans, including the 1999 Stock Option Plan and the Thor Industries, Inc. Restricted Stock Plan.
Number of securities Number of securities remaining available for to be issued Weighted-average future issuance under upon exercise of exercise price of equity compensation plans outstanding options, outstanding options, (excluding securities Plan category warrants and rights warrants and rights reflected in column (a)) - ----------------- ----------------------- --------------------- -------------------------- (a) (b) (c) Equity compensation plans approved by security holders......... 329,357 $ 18.51 524,668 Equity compensation plans not approved by security holders..... 0 NA 203,625 ---------- ----------- ---------- Total................................... 329,357 $ 18.51 728,293 ---------- ----------- ----------
ITEM 15. FINANCIAL STATEMENT SCHEDULES, EXHIBITS, AND REPORTS ON FORM 8-K (a)(3) EXHIBITS EXHIBIT DESCRIPTION - ------- ----------- 3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3(a) of the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2001)* 3.2 By-laws (incorporated by reference to Exhibit 3(b) of the Registration Statement No. 33-13827)* 4.1 Form of Common Stock Certificate. (incorporated by reference to Exhibit 4(a) of the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1987)* 10.1 Thor Industries, Inc. 1999 Stock Option Plan (incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form S-8 dated November 5, 1999)* 10.2 Thor Industries, Inc. Restricted Stock Plan (incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form S-8 dated December 3,1997)* 10.3 Thor Industries, Inc. Select Executive Incentive Plan (incorporated by reference to Exhibit 10(c) of the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2000)* 14.1 Thor Industries, Inc. Business Ethics Policy** 21.1 Subsidiaries of the Company** 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*** 32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*** - ----------------- * Incorporated by reference ** Filed herewith *** Furnished herewith SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THOR INDUSTRIES, INC. /s/ Wade F. B. Thompson ---------------------------------- Wade F. B. Thompson Chairman, President, and Chief Executive Officer Dated: November 14, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ Peter B. Orthwein /s/ Walter L. Bennett - ---------------------------- ----------------------------- Peter B. Orthwein Walter L. Bennett Vice Chairman, Treasurer Chief Financial Officer (Director) (Principal Financial Officer & Principal Accounting Officer) Dated: November 14, 2003 Dated: November 14, 2003 /s/ Wade F. B. Thompson /s/ Alan Siegel - --------------------------------- ------------------------------ Wade F. B. Thompson Alan Siegel Chairman, President, and Chief Executive Director Officer (Principal Executive Officer and Director) Dated: November 14, 2003 Dated: November 14, 2003 /s/ William C. Tomson /s/ Neil D. Chrisman - ------------------------------ ------------------------------ William C. Tomson Neil D. Chrisman Director Director Dated: November 14, 2003 Dated: November 14, 2003 /s/ Jan H. Suwinski - ------------------------------- Jan H. Suwinski Director Dated: November 14, 2003 EX-14.1 3 l04188aexv14w1.txt EX-14.1 THOR INDUSTRIES, INC. BUSINESS ETHICS PLCY Exhibit 14.1 THOR INDUSTRIES, INC. BUSINESS ETHICS POLICY INTRODUCTION - -------------------------------------------------------------------------------- The Thor Industries, Inc. Business Ethics Policy is our charter for ethical conduct. Thor Industries, Inc. ("the Company") is in compliance with Federal laws and has established this Policy to describe the Company's expectations for business conduct. The Policy applies to all actions of Directors and every employee, from those who perform entry level functions to senior officers. All officers and managers are responsible for ensuring that employees under their supervision are familiar with the Company's business ethics policy and are consistently applying it in all business conduct. IN RESPONSE TO RECENTLY ENACTED LAWS, THE COMPANY HAS ESTABLISHED MEANS BY WHICH YOU CAN CONFIDENTIALLY COMMUNICATE ANY OBSERVATIONS OF POLICY VIOLATIONS --IN PARTICULAR ACCOUNTING, INTERNAL ACCOUNTING CONTROLS, OR AUDITING PRACTICES-- WITHOUT FEAR OF RETALIATION BY THE COMPANY OR ITS EMPLOYEES. TO REPORT A CONCERN, YOU MAY CONTACT YOUR SUPERVISOR. IF YOU ARE AWARE OF OR OBSERVED IMPROPER ACCOUNTING OR FINANCIAL REPORTING, YOU MAY ALSO CALL AND LEAVE AN ANONYMOUS VOICEMAIL MESSAGE AT 1-888-212-2098, 24 HOURS A DAY IN EITHER CASE, YOU MAY ALSO SPEAK WITH OUR CORPORATE COMPLIANCE OFFICER, WHO IS AUTHORIZED TO ASSIST YOU IN YOUR REPORT AND DISCUSS SUCH ISSUES WITH YOU. PLEASE CONTACT DEAN BRUICK, THE CORPORATE COMPLIANCE OFFICER, AT 937-596-6111 EXT. 7205. As far as your personal actions, when you are faced with a situation and you are not clear as to what action you should take, ask yourself the following questions: - Does the action comply with this Policy? - How will your decision affect others, including our customers, shareholders, employees and the community? - How will your decision look to others? If your action is legal but can result in the appearance of wrongdoing, consider taking alternative steps. - Have you contacted your supervisor regarding the action? ACCURATE AND COMPLETE ACCOUNTING - -------------------------------------------------------------------------------- Our accounting records must follow Generally Accepted Accounting Principles (GAAP) and other laws and regulations such as those of the Internal Revenue Service and the Securities and Exchange Commission. Laws and regulations require that the Company have and maintain internal controls to ensure the integrity of its financial statements. You are required to adhere to the following policies: - All financial transactions (such as sales, leases or purchases) must be recorded truthfully, accurately, in a timely fashion and in sufficient detail so that our accounting records are reliable and fairly reflect the nature of the transactions. - You may not make any false or misleading entries or maintain any unrecorded or secret fund, reserve, asset or account for any purpose. - You may not make any payment or transfer of funds or assets for any purpose other than that described in the documents supporting the payment or transfer. - No invoices believed to be false or fictitious may be paid. - It is unlawful for you to fraudulently induce, coerce or mislead our independent public accountants to make our financial statements misleading. Suspected breaches of improper treatment of an accounting transaction must be reported and investigated. We will not retaliate against any employee for filing a good faith complaint or for cooperating in an investigation of an alleged violation and will not tolerate or permit retaliation by management, employees or co-workers. RECORD RETENTION - -------------------------------------------------------------------------------- We will retain all books, records and statements in accordance with our record retention policies and all applicable laws and regulations. It is a crime to alter, destroy, modify or conceal documentation or other objects that are relevant to litigation or a government investigation, including not only formal reports but all less formal data such as e-mails, expense reports and internal memos. If you are informed that information in your possession is the subject of litigation or a government investigation, or if you have other reason to believe that such information may be involved in a judicial proceeding, no matter whether you think it is relevant or not, you are prohibited from making any effort to alter, destroy, modify or conceal that information. FAIR DEALING - -------------------------------------------------------------------------------- We are committed to maintaining the highest levels of integrity and fairness within our company. You should not take unfair advantage of anyone (customers, contractors and even competitors) through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice. LEGAL COMPLIANCE - -------------------------------------------------------------------------------- The Company behaves in an ethical manner and complies with all laws, rules and government regulations that are applicable to our business. CONFLICTS OF INTEREST - -------------------------------------------------------------------------------- All of us must be able to perform our duties and exercise judgment on behalf of the Company without influence or impairment, or the appearance of influence or impairment, due to a non-company activity, interest or relationship. Conflicts of interest arise: - when your private interest interferes--or even appears to interfere--in any way with the Company's interests; - when you take actions or have interests that may make it difficult to perform your Company's work objectively and effectively; and - when you, or a member of your family, receive(s) improper personal benefits (especially loans or guarantees of obligations) as a result of your position in the Company. Gifts and Entertainment - ----------------------- Commercial bribery is illegal. The following actions may be deemed, or suggest the appearance of commercial bribery when: - you directly or indirectly accept gifts, entertainment or favors from anyone with whom the Company does business, and - you directly or indirectly provide gifts or favors to the Company's customers, prospective customers, and public officials and others who are affiliated with such individuals. As a general rule, and subject to the discussion below, our employees may not accept favors, gifts, free services, discounts, entertainment, or special considerations of any kind in connection with a Company business activity. You should not accept loans from any persons or entities having or seeking our business. If you are offered a gift or benefit, you must report it to your supervisor (who will report this to the Corporate Compliance Officer). Gifts, services, discounts or entertainment with low value may be allowed on a case by case basis but will in no event be allowed if they are over a value of $250. To the extent practical, disallowed but received gifts, services, discounts, etc, will be shared within the company or donated to charity. A gift of cash or its equivalent, for any value, is not allowed. Entertainment or favors to the Company's customers, prospective customers, and public officials and others who are affiliated with such individuals should be avoided unless pre- approved by your supervisor. All funds expended for business entertainment and gifts must be fully and accurately documented and reflected in the books and records of the Company. Employees working or traveling in foreign countries should obtain the prior specific approval of our legal counsel before paying for certain privileges, services or actions that would cost nothing in the United States or Canada. If circumstances make such prior approval impossible, the payment should be disclosed to your supervisor as soon afterward as feasible. Interests in Competitors, Suppliers and Third Parties - ----------------------------------------------------- You should not have any direct or indirect interest in any transaction to which the Company will be a party if your interest or relationship could influence, or appear to influence, your actions with regard to your Company duties. You should not have any financial or other interest in any competitor, vendor, supplier (i.e., someone who provides products or services to the Company) or third party with whom you could influence or appear to influence the Company's decision to do business (or proposing to do business). If any of the following situations pertain to you, notify our Corporate Compliance Officer, who will ensure that the situation is reviewed to determine whether the Company's business relationship with the relevant vendor, etc. is in the best interest of the Company: - You (or your relative)have ownership interests in any of our competitors, vendors, suppliers or third party with whom we do business or are proposing to do business (except for ownership of less than one-percent of the securities of a company whose securities are traded on a national securities exchange); - You are currently an employee, trustee, director, agent or officer of a company supplier, vendor, or third party that is doing business or proposes to do business with us; - You are directly or indirectly engaged in business transactions with one or more of our competitors, vendors, suppliers or third parties. Indirect Interests or Relationships - ----------------------------------- You should not be in a position to influence the Company's decision to engage in business directly or indirectly with one of your relatives. The definition of a "relative" includes your spouse, child, parent, sibling, sibling's spouse, son-in-law, daughter-in-law, other in-law and any relative who resides with you or person sharing your home. You must disclose to our Corporate Compliance Officer any situation in which one of your relatives has an interest in a competitor, supplier or party to any transaction involving the Company. The Corporate Compliance Officer will then ensure that the situation is reviewed to determine whether the Company's business relationship with the relevant vendor, etc. is in the best interest of the Company. SECURITIES LAWS - -------------------------------------------------------------------------------- Because we are a public company, we are subject to a number of federal laws concerning the purchase and sale of our shares and other publicly traded securities. These Federal Laws prohibit and punish anyone who gives or releases to anyone data or information of a confidential nature concerning the Company. Employees who know important information stemming from their employment with the Company not generally known to the public (legally known as "material undisclosed information") about the Company or any other corporation, including customers, suppliers, or competitors, could be found to be in violation of such laws and regulations if they take advantage of that information by: - Trading in the Company's stock, or - Trading in another company's stock by utilizing confidential information, or - Inducing, or in any way assisting others to trade in such stock. Important information includes but is not limited to significant new products or discoveries, sales and earnings forecasts, major contracts, plans for stock splits, and acquisitions or mergers. Such information in the case of another corporation would also include knowledge that the other corporation will enter into or is negotiating for a contract important to it for the sale of goods and services to or by the Company. EMPLOYEES SHALL NOT, WITHOUT THE PROPER AUTHORITY, GIVE OR RELEASE TO ANYONE DATA OR INFORMATION OF A CONFIDENTIAL NATURE CONCERNING THE COMPANY. EMPLOYEES MUST ALWAYS USE THE HIGHEST CARE TO PROTECT THIS INFORMATION FROM OUTSIDE PARTIES AND OTHER EMPLOYEES THAT ARE NOT AUTHORIZED TO SEE THE INFORMATION. EACH EMPLOYEE IS ALWAYS ENCOURAGED TO SEEK THEIR SUPERVISOR'S GUIDANCE IN MAINTAINING THE CONFIDENTIALITY OF SUCH INFORMATION. For more information about our policies concerning the securities laws, you should refer to our Corporate Policy and Procedure on Insider Trading and Disclosure of Information to the Public for Employees of Thor Industries, Inc. To obtain a copy of the policy, or if you have any questions concerning the securities laws or about our policies with regard to those laws, or regarding the correct ethical and legal action to take in a situation involving material inside information, please contact the CCO. CORPORATE OPPORTUNITIES - -------------------------------------------------------------------------------- Business opportunities relating to the Company's line of business can only be utilized by the Company itself and not by employees acting in a private manner. Any business opportunity that fits into the strategic plans or that satisfies our commercial objectives also belongs only to the Company. Unless the terms of our bylaws dictate otherwise, you may not direct these kinds of business opportunities to our competitors, to other third parties or other businesses that you own or are affiliated with in any way. Under no circumstances may an employee exploit the Company's business opportunities for their own personal gain. SAFEGUARDING CORPORATE ASSETS - -------------------------------------------------------------------------------- The Company's assets and funds can only be used for legitimate business purposes to advance our strategic objectives. Each employee is responsible for any Company assets and funds in their possession or under their control. Each employee must diligently work to protect these assets and funds from theft, misuse and waste. Our assets and funds may never be used for an unlawful purpose. Careful safeguarding of our assets makes us more efficient and avoids the potential for loss and embarrassment to you and us. If you become aware of theft, waste or misuse of our assets or funds or have any questions about your proper use of them, you should speak immediately with your supervisor or our Corporate Compliance Officer. ASKING FOR HELP AND REPORTING CONCERNS - -------------------------------------------------------------------------------- These polices are imposed by the Board of Directors and reflect our interpretation of the legal requirements. Your failure to adhere to the Policy could result in civil or criminal penalties and/or disciplinary action up to and including termination of employment. WHEN IN DOUBT, ASK. Whenever you have a question or concern, are unsure about what the appropriate course of action is, or if you suspect that a violation of the law or this Policy has occurred, please talk with your supervisor or the Corporate Compliance Officer. The Company has established means by which you can confidentially communicate any observations of Policy violations without fear of retaliation by the Company or its employees. To report a concern, you may also contact your supervisor. If the concern is related to improper accounting or financial reporting, you may call the hotline voicemail at 1-888-212-2098. If the concern is related to another sensitive area, such as a potential conflict of interest or other business ethics questions, you may call the hotline voicemail at 1-888-212-2098. In either case, you may also speak with our Corporate Compliance Officer who is authorized to assist you in your report and discuss such issues with you, Dean Bruick, at 937-596-6111 Ext. 7205. Nothing herein is intended to give the impression that Thor Industries, Inc. is not an at will employer. Rather, this Policy addresses those items specifically named herein and emphasizes the Company's commitment to ethical conduct throughout the Company. INQUIRY FORM - -------------------------------------------------------------------------------- If you have a question or concern as to whether specific behavior is a violation of corporate policy, please fill out the following inquiry form and return it to the Human Resources Department, Attention: Corporate Compliance Officer, Thor Industries, Inc., P. O. Box 154, Jackson Center, Ohio 45334. Name - ------------------------------------------------------------------------------- Date - ------------------------------------------------------------------------------- Please describe your question or concern in as much detail as possible. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- If you would like us to contact you or respond to you at home, please provide the following information: Home Address - ------------------------------------------------------------------------------- Phone No. - ------------------------------------------------------------------------------- I certify that the information stated above is true and correct to the best of my knowledge. I understand that any disclosures I make are subject to review and investigation. I understand that my disclosures may be reviewed by other appropriate company personnel who will use said information to conduct a reasonable inquiry. I understand that the disclosures that I make will be held confidential and I will suffer no retaliation for reporting concerns. Signature - -------------------------------------------------------------------------------- Date - -------------------------------------------------------------------------------- EX-31.1 4 l04188aexv31w1.txt EX-31.1 SECTION 302 CERTIFICATION OF CEO Exhibit 31.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Wade F. B. Thompson, certify that: 1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K/A of Thor Industries, Inc., which amends the registrant's annual report on Form 10-K/A dated October 24, 2003, filed with the Securities and Exchange Commission on October 29, 2003 (as so amended, the "report"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 14, 2003 /s/ Wade F. B. Thompson ----------------------------------------------- Wade F. B. Thompson Chairman, President and Chief Executive Officer EX-31.2 5 l04188aexv31w2.txt EX-31.2 SECTION 302 CERTIFICATION OF CFO Exhibit 31.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Walter L. Bennett, certify that: 1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K/A of Thor Industries, Inc., which amends the registrant's annual report on Form 10-K/A dated October 24, 2003, filed with the Securities and Exchange Commission on October 29, 2003 (as so amended, the "report"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 14, 2003 /s/ Walter L. Bennett - ------------------------------------------ ------------------------------ Walter L. Bennett Chief Financial Officer EX-32.1 6 l04188aexv32w1.txt EX-32.1 SECTION 906 CERTIFICATION OF CEO Exhibit 32.1 SARBANES-OXLEY ACT SECTION 906 CERTIFICATION In connection with this Amendment No. 1 to the annual report on Form 10-K/A of Thor Industries, Inc. for the period ended July 31, 2003, which amends the annual report on Form 10-K/A of Thor Industries, Inc. dated October 24, 2003, filed with the Securities and Exchange Commission on October 29, 2003 (as amended, the "Report"), I, Wade F. B. Thompson, Chairman, President and Chief Executive Officer of Thor Industries, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, that: 1. the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Thor Industries, Inc. Date: November 14, 2003 /s/ Wade F. B. Thompson ----------------------------------------------- Wade F. B. Thompson Chairman, President and Chief Executive Officer (principal executive officer) EX-32.2 7 l04188aexv32w2.txt EX-32.2 SECTION 906 CERTIFICATION OF CFO Exhibit 32.2 SARBANES-OXLEY ACT SECTION 906 CERTIFICATION In connection with this Amendment No. 1 to the annual report on Form 10-K/A of Thor Industries, Inc. for the period ended July 31, 2003, which amends the annual report on Form 10-K/A of Thor Industries, Inc. dated October 24, 2003, filed with the Securities and Exchange Commission on October 29, 2003 (as amended, the "Report"), I, Walter L. Bennett, Chief Financial Officer of Thor Industries, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Thor Industries, Inc. Date: November 14, 2003 /s/ Walter L. Bennett -------------------------------------------- Walter L. Bennett Chief Financial Officer (principal financial and accounting officer) -----END PRIVACY-ENHANCED MESSAGE-----