-----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, MWL5UTg2K2NdmENLl+JaaTmkW2YHA553dOBP/IOz1Hi5rVrAU0XhM5/Or/33jKUO CCa79W5dVBHVlaE7VkEwwQ== 0000950152-96-005575.txt : 19961101 0000950152-96-005575.hdr.sgml : 19961101 ACCESSION NUMBER: 0000950152-96-005575 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961209 FILED AS OF DATE: 19961031 SROS: NONE 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: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09235 FILM NUMBER: 96650802 BUSINESS ADDRESS: STREET 1: 419 W PIKE ST CITY: JACKSON CENTER STATE: OH ZIP: 45334 BUSINESS PHONE: 5135966849 MAIL ADDRESS: STREET 1: 419 W PIKE STREET CITY: JACKSON CENTER STATE: OH ZIP: 45334 DEF 14A 1 THOR INDUSTRIES, INC. DEF 14A 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SCHEDULE 14A (RULE 14A) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
THOR INDUSTRIES, INC. (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) XXXXXXXXXXXXXXXX (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT) Payment of filing fee (Check the appropriate box): / / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 THOR INDUSTRIES, INC. 419 West Pike Street - Jackson Center, Ohio 45334-0629 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS DECEMBER 9, 1996 The 1996 Annual Meeting of Stockholders of Thor Industries, Inc., will be held at 230 Park Avenue, Suite 618, New York, N.Y., on December 9, 1996, at 1:00 p.m., local time, for the purpose of considering and voting upon the following: (1) The election of one director to serve until the Annual Meeting of Stockholders in 1999; (2) Such other business as may properly come before the meeting or any adjournment of the meeting. Stockholders of record at the close of business on October 21, 1996, will be entitled to vote at the meeting. The Company does not expect that representatives of Deloitte & Touche LLP, its principal accountant, will be present at the meeting and be available in person to respond to questions. However, such representatives will be available during the meeting by telephone to any stockholder. IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN YOUR PROXY CARD AS SOON AS POSSIBLE. By Order of the Board of Directors, Walter L. Bennett Secretary October 28, 1996 1 3 THOR INDUSTRIES, INC. 419 West Pike Street - Jackson Center, Ohio 45334-0629 PROXY STATEMENT This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Thor Industries, Inc. (the "Company"), for use at the 1996 Annual Meeting of Stockholders to be held on December 9, 1996, and any adjournment thereof. The cost of such solicitation is being borne by the Company. This proxy statement and accompanying form of proxy have been provided to stockholders as of October 28, 1996. A proxy in the form accompanying this proxy statement that is properly executed, duly returned to management and not revoked prior to the Meeting will be voted in accordance with instructions contained therein. If no instructions are given with respect to the proposals to be voted upon, proxies will be voted in favor of such proposals. Each proxy may be revoked until exercised by giving written notice to the Secretary of the Company, by voting in person at the Meeting, or by submitting a later-dated proxy. The Common Stock of the Company constitutes its only outstanding security entitled to vote on the matters to be voted upon at this meeting. Each share of Common Stock entitles the holder to one vote. Only stockholders of record at the close of business on October 21, 1996, are entitled to notice of and to vote at the Meeting or any adjournment thereof. As of that date, 8,646,808 shares of common stock were outstanding. The presence, in person or by proxy, of the holders of a majority of all the issued and outstanding Common Stock is necessary to constitute a quorum at the Meeting. Abstentions and broker non-votes (i.e., shares held by a broker for its customers that are not voted because the broker does not receive instructions from the customer or because the broker does not have discretionary voting power with respect to the item under consideration) will be counted as present for purposes of determining the presence or absence of a quorum for the transaction of business. In accordance with the By-laws of the Company and the Delaware General Corporation Law a plurality of the votes duly cast is required for the election of directors. Under the Delaware General Corporation Law, although abstentions and broker non-votes are deemed to be present for the purpose of determining whether a quorum is present at a meeting, abstentions and broker non-votes are not deemed to be a vote duly cast. As a result, abstentions and broker non-votes will not be included in the tabulation of voting results with respect to Proposal #1, and therefore with respect to such matters abstentions and broker non-votes do not have the effect of votes in opposition. A copy of Company's Annual Report for the fiscal year ended July 31, 1996, ("fiscal 1996") is being sent to each stockholder of record herewith. The Annual Report is not to be considered a part of this proxy soliciting material. 2 4 PROPOSAL #1 ELECTION OF DIRECTORS In accordance with the Certificate of Incorporation of the Company as amended in 1987, one Class A director, Mr. Wade F. B. Thompson, has decided to stand for re-election. Following such election, his term of office will extend through the annual meeting in 1999. The persons named in the enclosed proxy intend to vote FOR the election of the nominee listed below. In the event that a nominee becomes unavailable for election (a situation management does not now anticipate), the shares represented by proxies will be voted, unless authority is withheld, for such other person as may be designated by the management. The nominee is now a director of the Company and has served continuously since his first election to the Board.
FIRST BECAME DIRECTOR NOMINEE AGE PRINCIPAL OCCUPATION OF THE COMPANY - ------------------------------------------------------------------------------------------------------- Wade F. B. Thompson 56 Chairman and Chief Executive Officer of the Company 1980 - -------------------------------------------------------------------------------------------------------
BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS Wade F. B. Thompson, age 56, has been the President and Chief Executive Officer and a Director of the Company since its founding. He currently serves as Chairman, President, Chief Executive Officer and Director of the Company. Peter B. Orthwein, age 51, has served as Chairman of the Board, Treasurer and a Director of the Company since its founding. He currently serves as Vice Chairman, Treasurer and Director of the Company. Alan Siegel, age 61, who became a Director in September, 1983, is an attorney and has been practicing law for more than five years. Mr. Siegel is a Director of The Wet Seal, Inc., and Ermenegildo Zegna Corporation. William C. Tomson, age 60, who became a Director in June, 1988, is Executive Vice President of FISI-Madison Financial Corporation. He is also President of Bank Director magazine. Walter L. Bennett, age 50, has been with Airstream since July, 1977. He became Vice President, Finance of Airstream, Inc., in September, 1980; Vice President, Finance of the Company in September, 1983; and Chief Administrative Officer of the Company in November, 1985, and Senior Vice President of the Company in February, 1989. Clare G. Wentworth, age 57, has been with the Company since April, 1991, as its Vice President, Purchasing. He became Senior Vice President of the Company in March, 1993. 3 5 BOARD OF DIRECTORS, COMMITTEES AND ATTENDANCE AT MEETINGS Three classes of directors of the Company were elected at the Annual Meeting in 1987 and will hold office until the annual meeting of stockholders in the year in which the class term expires and until their successors have been duly elected and qualified. The Company's by-laws provide that the Board of Directors may increase the number of directors up to a maximum of 15. The Board of Directors has the responsibility for establishing broad corporate policies and for the overall management of the business of the Company. Members of the Board are kept informed of the Company's performance by various reports sent to them at regular intervals by management, as well as by operating and financial reports presented by management at Board meetings. The entire Board met or took action by unanimous consent 4 times during fiscal 1996. The Stock Option Committee of the Board is composed of Messrs. Orthwein, Siegel and Thompson; Messrs. Orthwein and Siegel constitute the Audit Committee. The Stock Option Committee and the Audit Committee did not meet during fiscal 1996. The Company does not have a standing nominating committee. The principal functions of the Stock Option Committee are to grant options, determine which employees and other individuals performing substantial service for the Company may be granted options, and determine the rights and limitations attendant to options granted under the Company's 1988 Stock Option Plan. The principal functions of the Audit Committee are to recommend engagement of the Company's independent public accountants and to maintain communications among the Board of Directors, such independent public accountants and the Company's internal accounting staff with respect to accounting and auditing procedures, the implementation of recommendations by such independent accountants, the adequacy of the Company's internal controls and related matters. Directors who are not employees of the Company are paid $2,000 per directors' meeting attended, plus expenses. No separate compensation is paid for attendance at committee meetings. 4 6 OWNERSHIP OF COMMON STOCK The following table sets forth certain information regarding the Common Stock owned as of October 21, 1996 by each person known by the Company to be the beneficial owner of more than 5% of the Common Stock and by all directors and executive officers of the Company as a group.
BENEFICIAL OWNERSHIP (1) NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT - ------------------------------------ -------------------------- --------- Wade F. B. Thompson......................................................3,224,387 (2)..................37.3% 419 West Pike Street Jackson Center, Ohio 45334-0629 Peter B. Orthwein..........................................................483,050 (3) (4) (5)...........5.6% 419 West Pike Street Jackson Center, Ohio 45334-0629 First Pacific Advisors, Inc................................................915,500 (6)..................10.6% 1140 West Olympia Blvd. Los Angeles, CA 90064 Quest Advisory Corp........................................................543,400 (6)...................6.3% 1414 Avenue of The Americas New York, New York 10019 Capital Growth Management, L. P............................................442,800 (6)...................5.1% One International Plaza Boston, MA 02110 Neuberger & Berman.........................................................438,900 (6)...................5.1% 605 Third Ave. New York, New York 10158-3698 All directors and executive officers as a group (six persons)............4,021,812 (7)..................46.5% (1)Except as otherwise indicated, the persons in the table have sole voting investment power with respect to all shares of Common Stock shown as beneficially owned by them. (2)Does not include 196,875 shares owned of record by a trust for the benefit of Mr. Thompson's children, of which Alan Siegel is sole trustee. (3)Does not include 112,500 shares owned of record by a trust for the benefit of Mr. Orthwein's children, of which Alan Siegel is co-trustee and as to which he does not have sole voting power. (4)Includes 5,800 shares owned by Mr. Orthwein's wife, 20,000 shares owned of record by a trust for the benefit of Mr. Orthwein's children, of which Mr. Orthwein is a trustee, 5,000 shares owned of record by a trust for the benefit of Mr. Orthwein's half brother, of which Mr. Orthwein is a trustee, and 17,200 shares of record owned by Mr. Orthwein's children for which either Mr. or Mrs. Orthwein act as custodian. (5)Does not include 4,300 shares owned of record by Mr. Orthwein's daughter, as to which Mr. Orthwein disclaims beneficial ownership. (6)Based on Disclosure Database 10-09-96. (7)Includes 196,875 shares and 112,500 shares as noted in footnotes 2 and 3 above.
5 7 EXECUTIVE OFFICERS' REMUNERATION Information is furnished below concerning the compensation of the Chief Executive Officer and the four highest paid executive officers of the Company who earned more than $100,000 in salary and bonuses for the last three fiscal years.
SUMMARY COMPENSATION TABLE ANNUAL LONG-TERM ALL OTHER COMPENSATION COMPENSATION COMPENSATION -------------- ------------ ------------ (2) (3) SECURITIES UNDERLYING NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (1) OPTIONS (#) Wade F. B. Thompson 1996 $ 200,000 $350,000 -- $185,188 Chairman, President, 1995 200,000 100,000 -- 185,763 Chief Executive Officer 1994 180,769 200,000 -- 186,029 - ---------------------------------------------------------------------------------------------------------------- Peter B. Orthwein 1996 70,000 200,000 -- 41,668 Vice Chairman, Treasurer 1995 70,000 50,000 -- 41,730 1994 66,923 100,000 -- 41,800 - ---------------------------------------------------------------------------------------------------------------- Walter L. Bennett 1996 75,000 202,000 -- -- Senior Vice President 1995 75,000 157,000 -- 843 Chief Administrative Officer 1994 75,000 167,000 -- 951 - ---------------------------------------------------------------------------------------------------------------- Clare G. Wentworth 1996 75,000 227,000 -- -- Senior Vice President 1995 75,000 157,000 -- -- 1994 75,000 167,000 -- -- - ---------------------------------------------------------------------------------------------------------------- (1) Messrs. Bennett's, Wentworth's, Thompson's and Orthwein's bonuses are based on the Company's net income before taxes. (2) The Company and Messrs. Thompson and Orthwein entered into a split-dollar life insurance arrangement effective March 18, 1993, under which the Company assists Messrs. Thompson and Orthwein in purchasing whole life insurance on their lives and that of their wives. Under the arrangement Messrs. Thompson and Orthwein pay a portion of the premiums based upon certain Internal Revenue standards and the Company advances the balance of the premiums. The Company is entitled to repayment of the amounts it advances, without interest, upon the occurrence of certain events, including the buildup of the policy's cash surrender value or upon the payment of the death benefit under the policy. (3) Mr. Bennett earned interest in a frozen account of the Airstream, Inc. Profit Sharing Plan which was terminated in Fiscal 1996.
6 8 PERFORMANCE GRAPH The performance graph set forth below compares the cumulative total stockholder returns on Thor's Common Stock (assumes $100 invested on July 31, 1991, and that all dividends are reinvested) against the cumulative total returns of the Standard and Poor Corporation's S&P 500 Composites Stock Price Index (S&P 500) and a "Peer Group" of companies selected by Thor whose primary business is recreation vehicles for the five year period ended July 31, 1996. The peer group consists of the following companies: Coachmen Industries, Inc.; Fleetwood Enterprises, Inc.; Kit Manufacturing Company, and Winnebago Industries Inc.
PERFORMANCE GRAPH COMPARISON OF CUMULATIVE TOTAL RETURN 31-JUL-91 31-JUL-92 31-JUL-93 31-JUL-94 31-JUL-95 31-JUL-96 Thor Industries Inc. $100 $192 $239 $302 $261 $262 Peer Group 100 99 142 170 157 336 S&P 500 Composite Index 100 113 123 129 163 188
COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Company does not have a Compensation Committee. The Board of Directors of the Company has decided that compensation of management personnel should be based upon profitability. Thus, management is provided with incentive based compensation consisting generally of 12% to 20% of their division's pre tax profits in excess of targets established by the Company's Chief Executive Officer or by the terms of certain employment agreements. The Board of Directors has established relatively low fixed salaries for Messrs. Thompson and Orthwein, since, as large stockholders, they believe that their interests are best served by enhanced value of the Company's stock rather than high salaries. The Board of Directors of the Company makes the determinations concerning executive officer compensation. Messrs. Thompson and Orthwein, each a named executive officer of the Company, participated in the deliberations concerning executive officer compensation. 7 9 CERTAIN RELATIONS AND TRANSACTIONS WITH MANAGEMENT Messrs. Thompson and Orthwein own Hi-Lo Trailer Co. and the controlling interest in TowLite, Inc., which produce and sell telescoping travel trailers. Management believes that such trailers are a distinct product line within the recreation vehicle industry and do not compete directly with any products manufactured or sold by the Company. Messrs. Thompson and Orthwein own all the stock of Cash Flow Management, Inc. The Company pays Cash Flow a management fee of $96,000 per annum, which is used to defray expenses, including rent of an office used by Messrs. Thompson and Orthwein. REPORTING OBLIGATIONS OF OFFICERS, DIRECTORS AND 10% STOCKHOLDERS The federal securities laws require the filing of certain reports by officers, directors and beneficial owners of more than 10% of the Company's securities with the Securities and Exchange Commission and the New York Stock Exchange. Specific due dates have been established and the Company is required to disclose in this Proxy Statement any failure to file by these dates. Based solely on a review of copies of the filings furnished to the Company, or written representations that no Form 5's were required, the Company believes that all filing requirements were satisfied by the Company's officers, directors and ten percent (10%) stockholders, except as set forth below. No Exceptions. STOCKHOLDER PROPOSALS Proposals by stockholders that are intended to be presented at the 1997 Annual Meeting must be received by the Corporation on or before July 1, 1997. OTHER MATTERS Management knows of no other matters that will be presented for consideration at the meeting. However, if any other matters are properly brought before the meeting, it is the intention of the persons named in the proxy to vote the proxy in accordance with their best judgement. By Order of the Board of Directors, WALTER L. BENNETT Secretary FORM 10-K The Company's Form 10-K annual report for fiscal 1996 can be inspected at the principal office of the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of such report can be obtained from the Commission at prescribed rates. The Company will furnish stockholders with a copy of its Form 10-K annual report upon written request to the Secretary, Thor Industries, Inc., 419 West Pike Street, Jackson Center, Ohio 45334-0629. THOR INDUSTRIES, INC. [LOGO] 419 West Pike Street - Jackson Center, Ohio 45334-0629 - (937) 596-6849 10 - -------------------------------------------------------------------------------- PROXY PROXY THOR INDUSTRIES, INC. ANNUAL MEETING OF STOCKHOLDERS, DECEMBER 9, 1996 The undersigned stockholder of Thor Industries, Inc. hereby appoints WADE F.B. THOMPSON and PETER B. ORTHWEIN, or each of them, with power of substitution and revocation to each, as proxies to appear and vote all shares of the Company which the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders to be held on December 9, 1996 and any adjournments thereof, hereby revoking any proxy heretofore given, notice of which meeting and related proxy statement have been received by the undersigned. PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. (CONTINUED AND TO BE SIGNED ON REVERSE SIDE.) - -------------------------------------------------------------------------------- 11 - -------------------------------------------------------------------------------- THOR INDUSTRIES, INC. PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [ ] THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND SHALL BE VOTED AS SPECIFIED HEREIN, IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL #1. 1. Election of director (Class A, term expires 1999): FOR WITHHOLD Nominee: Wade F.B. Thompson. ( ) ( ) 2. In their discretion, upon the transaction of such other business as may come before the meeting. Dated:____________________________________, 1996 Signature:________________________________(L.S.) __________________________________________(L.S.) (Stockholder(s) should sign here exactly as name appears hereon. - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----