0001144204-13-056065.txt : 20131021 0001144204-13-056065.hdr.sgml : 20131021 20131021161822 ACCESSION NUMBER: 0001144204-13-056065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131021 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131021 DATE AS OF CHANGE: 20131021 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: 131161621 BUSINESS ADDRESS: STREET 1: 601 E. BEARDSLEY AVENUE CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: (574) 970-7460 MAIL ADDRESS: STREET 1: 601 E. BEARDSLEY AVENUE CITY: ELKHART STATE: IN ZIP: 46514 8-K 1 v357783_8k.htm FORM 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): October 21, 2013

 

 

Thor Industries, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

1-9235

(Commission File Number)

 

93-0768752

(IRS Employer Identification No.)

 

601 East Beardsley Avenue,

Elkhart, Indiana

(Address of Principal Executive Offices)

46514-3305

(Zip Code)

 

Registrant’s telephone number, including area code: (574) 970-7460

 

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:

 

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

 

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

 

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

 

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

 

 

 

 
 

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

On October 21, 2013 (the “Closing Date”), Thor Industries, Inc. (the “Company”) issued a press release announcing the closing of the sale of its bus business (the “Bus Business”) to Allied Specialty Vehicles, Inc. (“ASV”). As agreed to in the Stock Purchase Agreement (the “Agreement”) previously disclosed by the Company in its Current Report on Form 8-K filed August 1, 2013 (the “Company’s Previous Form 8-K”), as of the Closing Date, ASV acquired all of the Company’s outstanding Equity Interests of the Bus Business, which includes Champion Bus, Inc., General Coach America, Inc., Goshen Coach Inc., ElDorado National (California), Inc., and ElDorado National (Kansas), Inc. The aggregate consideration for the purchase and sale of the Equity Interests of each of the Bus Companies was $100 million, subject to future adjustment in accordance with Section 2.05 (Purchase Price Adjustment) and Article X (Indemnification) of the Agreement. Based upon the target value of net assets as set forth in the Agreement and the sale consideration of $100 million, the Company expects the pre-tax gain on the sale to be approximately $8 million, subject to certain post-closing entries and adjustments.

 

The Bus Business was previously reflected as discontinued operations in the Company’s financial statements included in its Annual Report on Form 10-K for the fiscal year ended July 31, 2013.

 

The foregoing summary is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to the Company’s Previous Form 8-K and is incorporated in this Item 2.01 by reference. As of the Closing Date, there are no material relationships between the Company and its affiliates, directors, or officers, on one hand, and ASV and its affiliates, directors, or officers, on the other hand, other than in respect of the Agreement and the transactions contemplated therein.

 

A copy of the Company's press release announcing the closing of the sale of the Company’s Bus Business is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As a result of the sale of the Bus Business, Andrew Imanse will resign from his position as President of the Company’s Bus Group effective October 21, 2013 (the “Effective Date”). Mr. Imanse’s departure is amicable and there is no disagreement between Mr. Imanse and the Company.

 

As part of Mr. Imanse’s departure, the Company will, as of the Effective Date, immediately vest the unvested units held by Mr. Imanse related to the following restricted stock unit (“RSU”) awards: (i) the award of 5,028 RSUs made on October 1, 2012 (the “First Award”), and (ii) the award of 2,367 RSUs made on October 9, 2013 (the “Second Award”). Prior to this vesting, (x) 1,675 units that were part of the First Award had already vested, leaving Mr. Imanse with 3,353 unvested RSUs in the First Award, and (y) all of the units that are part of the Second Award are unvested, leaving Mr. Imanse with 2,367 RSUs in the Second Award. Mr. Imanse is eligible to direct the Company to withhold shares to be issued by the Company as a result of this vesting to pay any federal, state, or local taxes required to be withheld with respect to the shares that are issued.

 

Item 8.01 Other Events.

 

Also on October 21, 2013, the Board of Directors of the Company approved a special dividend of $1.00 per share of common stock, payable on November 19, 2013 to stockholders of record at the close of business on November 5, 2013.

 

A copy of the Company's press release announcing the special dividend 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
       
  99.1   Copy of press release, dated October 21, 2013, 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: October 21, 2013   By: /s/ W. Todd Woelfer
    Name: W. Todd Woelfer
    Title: Senior Vice President, General Counsel and Secretary

 

 

 

 EX-99.1 2 v357783_ex99-1.htm EXHIBIT 99.1

Thor Announces Completion Of Bus Sale And $1.00 Special Dividend Payment

ELKHART, Ind., Oct. 21, 2013 /PRNewswire/ -- Thor Industries, Inc. (NYSE:THO) today announced the completion of the previously announced sale of its bus business to Allied Specialty Vehicles, Inc. and the receipt of $100 million in cash proceeds from the transaction. The cash proceeds will be adjusted to reflect changes in net assets of the bus business since April 30, 2013, based on the final valuation of net assets as of October 20, 2013.

Thor also announced that its Board of Directors approved the payment of a special dividend of $1.00 per common share. The special dividend is payable on November 19, 2013 to shareholders of record at the close of business on November 5, 2013.

"With the completion of the sale of the bus business, Thor is embarking on a new period in its history with a focus purely on the growth of the RV business," said Peter B. Orthwein, Thor Executive Chairman. "While we will continue to use our cash to grow our core RV business and maintain and grow our regular dividend, the Board decided that the payment of a special dividend was in the best interest of our shareholders at this time. This marks the second year in a row that we have paid a special dividend and is another example of our priority in returning cash to our shareholders."

Thor expects to report preliminary sales for its fiscal first quarter ended October 31, 2013 on Monday, November 4, 2013.

About Thor Industries, Inc.
Thor is the sole owner of operating subsidiaries that, combined, represent one of the world's largest manufacturers of recreational vehicles.

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 (the "Exchange Act"). 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, price fluctuations, material or chassis supply restrictions, legislative and regulatory developments, the costs of compliance with increased governmental regulation, legal issues, the potential impact of increased tax burdens on our dealers and retail consumers, lower consumer confidence and the level of discretionary consumer spending, interest rate fluctuations, restrictive lending practices, recent management changes, the success of new product introductions, the pace of acquisitions, the impact of the divestiture of the Company's bus businesses, asset impairment charges, cost structure improvements, competition, general economic, market and political conditions and the other risks and uncertainties discussed more fully in Item 1A of our Annual Report on Form 10-K for the year ended July 31, 2013. We disclaim 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 our 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.



CONTACT: Jeffery A. Tryka, CFA, Director of Corporate Development and Investor Relations, (574) 970-7912, jtryka@thorindustries.com