-----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, UFGZdelpKQosR0iduT4nfcczApXLExWiIFLg/bnqwbK5xxBMn0zsh8nO+UMPOgZ6 BTLUE74wOmgrS+wsk1VSog== 0000950152-07-002027.txt : 20070312 0000950152-07-002027.hdr.sgml : 20070312 20070312172649 ACCESSION NUMBER: 0000950152-07-002027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070312 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070312 DATE AS OF CHANGE: 20070312 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: 07688689 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 l25190ae8vk.htm THOR INDUSTRIES, INC. 8-K Thor Industries, Inc. 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): March 12, 2007
Thor Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
         
Delaware
(State or Other Jurisdiction of
Incorporation)
  001-09235
(Commission File Number)
  93-0768752
(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))
 
 

1


 

     
Item 5.02
  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     On March 12, 2007, Thor Industries, Inc. (the “Company”) issued a press release announcing that the Board of Directors of the Company has appointed H. Coleman Davis, III as the Company’s Chief Operating Officer. As the Company’s Chief Operating Officer, all of the Company’s operating divisions will report to Mr. Davis. Wade F. B. Thompson continues as the Company’s Chairman, President and Chief Executive Officer, but will relinquish some of his day to day operating responsibilities to Mr. Davis while Mr. Thompson undergoes medical treatment for cancer.
     Mr. Davis, 58, was appointed to the Company’s Board of Directors in January 2004 and is the founder of Keystone RV Company (“Keystone”) and served as its Chief Executive Officer and Chairman during its five year history prior to the Company’s acquisition of Keystone in November 2001. Mr. Davis continues to serve as Chairman of Keystone.
     A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
     
Item 8.01
  Other Events.
     On March 12, 2007, the Company issued a press release announcing that the Company is not able to timely file its quarterly report on Form 10-Q for the period ended January 31, 2007 and providing an update on the internal investigation of the Audit Committee of the Board of Directors which was announced on January 29, 2007. A copy of the Company’s press release 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 March 12, 2007, issued by the
Company.

2


 

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: March 12, 2007  By:   /s/ Walter Bennett    
    Name:   Walter Bennett   
    Title:   Executive Vice President   
 

3


 

EXHIBIT INDEX
     
Exhibit Number   Description
 
   
99.1
  Copy of press release, dated March 12, 2007, issued by the
Company.

4

EX-99.1 2 l25190aexv99w1.htm EX-99.1 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
     
Date:
Contact:
  March 12, 2007
Peter B. Orthwein
DAVIS APPOINTED CHIEF OPERATING OFFICER;
GEOFFREY A, THOMPSON ELECTED LEAD DIRECTOR;
QUARTERLY REPORT DELAYED DUE TO ONGOING INTERNAL INVESTIGATION.
Thor Industries, Inc. (NYSE: THO), announced today that its Board of Directors has appointed H. Coleman Davis, III as the company’s Chief Operating Officer. Mr. Davis is the founder of Keystone RV Company and continues as its Chairman. Keystone, acquired by Thor in November 2001, is Thor’s largest subsidiary and a leading company in the RV industry. As Thor’s Chief Operating Officer, all of Thor’s operating divisions will report to Mr. Davis. In this role, he will utilize his highly successful operating and strategic experience to benefit all Thor’s divisions. Mr. Davis will continue to serve on the Board of Directors of Thor Industries, Inc.
Wade F. B. Thompson continues as Thor’s Chairman, President, and Chief Executive Officer, but will relinquish some of his day to day operating responsibilities to Mr. Davis while Mr. Thompson undergoes medical treatment for cancer. Peter B. Orthwein continues in his role as Vice Chairman of Thor.
In addition, the Board of Directors elected director Geoffrey A. Thompson to serve as Lead Director. Mr. Thompson, who is not related to Wade Thompson, has agreed to provide assistance to management, as needed, while Wade Thompson undergoes medical treatment.
Geoffrey Thompson has worked in the private equity business since 1998, first as a principal at Kohlberg & Company and subsequently at Palisades Advisors, LLC. He retired as Chief Executive Officer of Marine Midland Banks, Inc. in 1992. He has served in various roles on the boards of seven public companies, as well as numerous private companies and not-for-profit organizations.
Delay of Quarterly Report on Form 10-Q
Thor is not able to timely file its quarterly report on Form 10-Q for the period ended January 31, 2007 by the prescribed due date of March 12, 2007 because the Audit Committee has not completed its investigation. Thor is filing today its report on Form 12b-25 regarding this delay. Thor intends to file its Form 10-Q as soon as reasonably practicable after the Audit Committee’s investigation has concluded on the relevant issues.

 


 

On January 29, 2007, Thor issued a press release announcing that the Audit Committee of the Board of Directors has initiated an internal investigation regarding certain accounting issues at its Dutchmen Manufacturing, Inc. operating subsidiary, primarily involving inventory, accounts receivable, accounts payable, and cost of goods sold. As previously reported, Thor voluntarily informed the SEC of the Audit Committee’s internal investigation, and has been responding to SEC staff requests for additional information.
The Audit Committee’s investigation is continuing. As a result of the investigation, the Company may be required to restate its financial statements for fiscal year 2006 and the first quarter of 2007, as well as for certain periods still to be determined. The Company has not yet determined whether it will be required to restate any financial statements.
Consistent with Thor’s January 29, 2007 press release, based on the information Thor has learned to date, Thor currently estimates that the cumulative effect of the issues identified at its Dutchmen subsidiary would be a reduction to income before taxes of approximately $25 million, or approximately $16 million in net income, with the primary impact occurring in fiscal 2006. The company has determined that these issues also impact the first five months of 2007 and is trying to determine the impact in periods prior to 2006. However, as the Audit Committee’s investigation is ongoing, this information is subject to change based upon the final findings of the investigation, and both the cumulative effect and periods affected could change.
The Company does not currently intend to update the disclosure provided hereby until the Audit Committee’s investigation has been substantially completed.
The Company remains in strong financial condition with over $200 million in cash and short term investments, and no long term debt.
Thor is the world’s largest manufacturer of recreation vehicles and a major builder of commercial 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 risk that the final conclusion of the Audit Committee’s investigation could result in a determination that the effect of the issues under review are materially greater or lesser than the Company currently believes to be the case; the risk that the investigation could take longer than expected because of unanticipated issues; the Company’s ability to become current in its filings with the Securities and Exchange Commission; additional issues that may arise in connection with the Audit Committee’s ongoing investigation; and other risks and uncertainties discussed more fully in the Company’s SEC filings, including those discussed under Item 1A. “Risk Factors” in the Company’s Form 10-K for the fiscal year ended July 31, 2006, and in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Company’s Form 10-Q for the quarter ended October 31, 2006, which are on file with the Securities and Exchange Commission and may be accessed at http://www.sec.gov. The Company disclaims any obligation to update or correct any forward-looking statements made herein due to the occurrence of events after the issuance of this report, except as required under federal securities laws.

 

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