0001144204-14-023164.txt : 20140417 0001144204-14-023164.hdr.sgml : 20140417 20140417090813 ACCESSION NUMBER: 0001144204-14-023164 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140416 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140417 DATE AS OF CHANGE: 20140417 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: 14768824 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 v375084_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): April 16, 2014

 

 

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 1.01 Entry into a Material Definitive Agreement.

 

On April 16, 2014 (the “Signing Date”), Thor Industries, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Agreement”) with Daryl E. Zook, Trista E. Nunemaker, Tonja Zook-Nicholas, The Daryl E. Zook GST Exempt Lifetime Trust or its assignee, and The Daryl E. Zook GST Non-Exempt Lifetime Trust or its assignee (collectively the “Sellers”) pursuant to which the Company would acquire all of the issued and outstanding shares of capital stock of K.Z., Inc. (the “K.Z. Stock”). The Closing is scheduled to occur at 12:01 a.m. (New York time) on May 1, 2014. Capitalized terms used in this Form 8-K but not otherwise defined herein shall have the meanings ascribed to those terms in the Agreement.

 

The Agreement provides that the purchase price to be paid by the Company to the Sellers for the K.Z. Stock will be $53,403,571 (the “Signing Purchase Price”), which consists of the Base Purchase Price of $52,300,000 plus $1,103,571, the amount by which the Estimated Net Working Capital exceeded the Target Net Working Capital. On the Signing Date, the Signing Purchase Price was paid to the Signing Escrow Agent and will be held in escrow until the Closing Date, upon which such Signing Purchase Price will be distributed according to the Signing Escrow Agreement. The Signing Purchase Price is subject to further adjustment as set forth in Section 1.4 of the Agreement to determine the final Purchase Price.

 

The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which will be attached as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2014.

 

On April 17, 2014, the Company issued a press release announcing that it had entered into the Agreement. 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 April 17, 2014, 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: April 17, 2014 By: /s/ W. Todd Woelfer
  Name: W. Todd Woelfer
  Title: Senior Vice President, General Counsel and Secretary

 

 

 

 

 

 

 

 

 EX-99.1 2 v375084_ex99-1.htm EXHIBIT 99.1

Thor Acquires RV Manufacturer K-Z, Inc.

ELKHART, Ind., April 17, 2014 /PRNewswire/ -- Thor Industries, Inc. (NYSE:THO) today announced that it has entered into an agreement to acquire the outstanding capital stock of recreational vehicle (RV) manufacturer K-Z, Inc. (K-Z) in a transaction closing effective May 1, 2014. The purchase price, which will be paid in cash, is approximately $53.4 million, subject to adjustment.

"We are pleased to welcome K-Z to the Thor family. With a strong focus on value, service and quality, K-Z brings an exceptional way of doing business that really stands apart in the RV industry," said Bob Martin, Thor President and Chief Executive Officer. "With an iconic and long-standing brand, K-Z has built a successful business over the past 40 years serving a diversified distribution network of more than 200 dealers that are strong business partners. At Thor, we recognize the success of K-Z and want to see that continue as we support the management team in the next phase of their growth."

Founded in 1972, Shipshewana, Indiana-based K-Z is known for its innovative, high-quality travel trailers, fifth wheels and toy haulers. With strong brands such as Sportsmen, Spree and Durango, K-Z produces a comprehensive selection of travel trailers, fifth wheels and toy haulers with retail price points as low as $10,000 for entry-level products. The company produces its RV's at a complex consisting of 396,000 square feet of office and production space spread among six primary facilities operated by a team of approximately 320 employees. K-Z generated sales of nearly $150 million for its fiscal year ended December 31, 2013, and Thor expects the acquisition to be accretive to earnings.

"Becoming a part of Thor allows us to continue to operate K-Z with the core values and relationships that have made us successful since our founding," said Daryl Zook, founder and Chief Executive Officer of K-Z. "We understand the importance of partnering with a local Company that has strong roots in the RV industry and in our communities of northern Indiana. We share a strong commitment to product quality and excellent customer and dealer relationships that make Thor an ideal partner for K-Z."

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 obtaining and producing at new production facilities, the pace of acquisitions, the integration of new 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 and Part II, Item 1A of our quarterly report on Form 10-Q for the period ended January 31, 2014. 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