SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 5)
THOR INDUSTRIES, INC. |
(Name of Issuer)
Common Stock, $0.10 Par Value |
(Title of class of securities)
885160101 |
(CUSIP number)
Charles Nathan Latham & Watkins LLP 885 Third Avenue New York, NY 10022 (212) 906-1200 |
(Name, address and telephone number of person authorized to receive notices and communications)
June 22, 2012 |
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following page(s)
CUSIP No. 885160101 | Page 2 of 10 Pages |
1 |
NAME OF REPORTING PERSON:
Estate of Wade F. B. Thompson | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS:
n/a | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER:
0 | ||||
8 | SHARED VOTING POWER:
0 | |||||
9 | SOLE DISPOSITIVE POWER:
0 | |||||
10 | SHARED DISPOSITIVE POWER:
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
0 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0% | |||||
14 |
TYPE OF REPORTING PERSON:
OO |
CUSIP No. 885160101 | Page 3 of 10 Pages |
1 |
NAME OF REPORTING PERSON:
Angela E. Thompson | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS:
n/a | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER:
0 | ||||
8 | SHARED VOTING POWER:
6,540,470 | |||||
9 | SOLE DISPOSITIVE POWER:
0 | |||||
10 | SHARED DISPOSITIVE POWER:
6,540,470 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
6,540,470 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
12.36% | |||||
14 |
TYPE OF REPORTING PERSON:
IN |
CUSIP No. 885160101 | Page 4 of 10 Pages |
1 |
NAME OF REPORTING PERSON:
Alan Siegel | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS:
n/a | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER:
2,000 | ||||
8 | SHARED VOTING POWER:
6,540,470 | |||||
9 | SOLE DISPOSITIVE POWER:
2,000 | |||||
10 | SHARED DISPOSITIVE POWER:
6,540,470 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
6,542,470 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
12.37% | |||||
14 |
TYPE OF REPORTING PERSON:
IN |
CUSIP No. 885160101 | Page 5 of 10 Pages |
1 |
NAME OF REPORTING PERSON:
The Thompson Family Foundation, Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS:
n/a | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER:
6,540,470 | ||||
8 | SHARED VOTING POWER:
0 | |||||
9 | SOLE DISPOSITIVE POWER:
6,540,470 | |||||
10 | SHARED DISPOSITIVE POWER:
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
6,540,470 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
12.36% | |||||
14 |
TYPE OF REPORTING PERSON:
OO |
CUSIP No. 885160101 | Page 6 of 10 Pages |
1 |
NAME OF REPORTING PERSON:
Trust Fund under Article Third of the Wade F. B. Thompson Revocable Trust | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS:
n/a | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
¨ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER:
0 | ||||
8 | SHARED VOTING POWER:
0 | |||||
9 | SOLE DISPOSITIVE POWER:
0 | |||||
10 | SHARED DISPOSITIVE POWER:
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
0 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0% | |||||
14 |
TYPE OF REPORTING PERSON:
OO |
CUSIP No. 885160101 |
Page 7 of 10 Pages |
Item 4. Purpose of Transaction
The purpose of the transaction is to effectuate certain provisions of the document governing the disposition of the Estate of Wade F. B. Thompson (the Estate) and the Trust under Article Third of the Wade F. B. Thompson Revocable Trust (Trust) by transferring 6,473,470 Shares from the Estate to the Thompson Family Foundation, Inc. (the Foundation), the residuary beneficiary of the Estate.
Item 5. Interest in Securities of the Issuer
(a) As of May 31, 2012, the number of Shares outstanding was approximately 52,898,010. As of the date hereof, the Foundation may be deemed the beneficial owner of 6,540,470 Shares (approximately 12.36% of the total number of Shares outstanding). As of the date hereof, Ms. Thompson may be deemed the beneficial owner of 6,540,470 Shares (approximately 12.36% of the total number of Shares outstanding). As of the date hereof, Mr. Siegel may be deemed the beneficial owner of 6,542,470 Shares (approximately 12.37% of the total number of Shares outstanding), consisting of (i) 6,540,470 Shares held by the Foundation and (ii) 2,000 Shares issuable upon exercise of stock options held by Mr. Siegel. As of the date hereof, the Estate may be deemed the beneficial owner of 0 Shares. As of the date hereof, the Trust may be deemed the beneficial owner of 0 Shares.
(b) As of the date hereof, (i) the Estate may be deemed to have the sole or shared power to direct the voting and disposition of 0 Shares, (ii) the Foundation may be deemed to have the sole power to direct the voting and disposition of 6,540,470 Shares, (iii) Ms. Thompson and Mr. Siegel may be deemed to have the shared power to direct the voting and disposition of 6,540,470 Shares, (iv) Mr. Siegel may be deemed to have the sole power to direct the voting and disposition of 2,000 Shares and (v) the Trust may be deemed to have the sole or shared power to direct the voting and disposition of 0 Shares.
(c) The transactions in the Common Stock that were effected by the Reporting Persons during the past 60 days were the following:
(i) The transfer by the Estate of 6,473,470 Shares to the Foundation on June 22, 2012.
(d) Not applicable.
(e) Not applicable.
CUSIP No. 885160101 |
Page 8 of 10 Pages |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Angela E. Thompson and Alan Siegel, as Executors of the Estate of Wade F. B. Thompson (the Estate), Alan Siegel, as trustee of the Trust Fund under Article THIRD of the Wade F. B. Thompson Revocable Trust (the Trust), and The Thompson Family Foundation, Inc. (the Foundation) entered into a Transfer Agreement pursuant to which 6,473,470 Shares from the Estate were transferred to the Foundation.
Pursuant to an Assignment Agreement by and between the Estate and the Trust, the Estate assigned and transferred to the Trust all of the Estates right, title and interest in and to 6,473,470 Shares. Further, pursuant to a subsequent Assignment Agreement by and between the Trust and the Foundation, the Trust assigned and transferred to the Foundation all of the Trusts right, title and interest in to the 6,473,470 Shares which had been assigned and transferred to the Trust by the Estate.
Item 7. Materials to be Filed as Exhibits
(a) The information set forth in the Exhibit Index is incorporated herein by reference.
CUSIP No. 885160101 |
Page 9 of 10 Pages |
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: June 22, 2012 | ESTATE OF WADE F. B. THOMPSON | |||||
/s/ Angela E. Thompson | ||||||
Name: Angela E. Thompson | ||||||
Title: Co-Executor |
/s/ Alan Siegel | ||||||
Name: Alan Siegel | ||||||
Title: Co-Executor |
Date: June 22, 2012 | TRUST FUND UNDER ARTICLE THIRD OF THE WADE F. B. THOMPSON REVOCABLE TRUST | |||||
/s/ Alan Siegel | ||||||
Name: Alan Siegel | ||||||
Title: Trustee |
Date: June 22, 2012 | THE THOMPSON FAMILY FOUNDATION, INC. | |||||
/s/ Alan Siegel | ||||||
Name: Alan Siegel | ||||||
Title: Officer and Director |
Date: June 22, 2012 | ANGELA E. THOMPSON | |||||
/s/ Angela E. Thompson |
Date: June 22, 2012 | ALAN SIEGEL | |||||
/s/ Alan Siegel |
CUSIP No. 885160101 |
Page 10 of 10 Pages |
EXHIBIT INDEX
A. | Assignment Agreement between the Estate and the Trust. |
B. | Assignment Agreement between the Trust and the Foundation. |
C. | Transfer Agreement authorizing the direct transfer of the shares from the Estate to the Foundation. |
D. | Joint Filing Agreement, dated as of June 22, 2012, by and among the Estate of Wade F. B. Thompson, the Trust Fund under Article Third of the Wade F. B. Thompson Revocable Trust, the Thompson Family Foundation, Angela E. Thompson and Alan Siegel. |
CUSIP No. 885160101 |
Page 1 of 2 Pages |
EXHIBIT A
ESTATE OF WADE F. B. THOMPSON
TO TRUST FUND UNDER ARTICLE THIRD OF
THE WADE F. B. THOMPSON REVOCABLE TRUST
ASSIGNMENT AGREEMENT
This Assignment Agreement (this Agreement) is made as of the 19 day of June 2012 , by and among Angela E. Thompson and Alan Siegel, as Executors of the Estate of Wade F. B. Thompson, (the Assignor), and Alan Siegel, as Trustee of the Trust Fund under Article THIRD of the Wade F. B. Thompson Revocable Trust (the Assignee).
WHEREAS:
1. The Assignee is the beneficiary of the residuary estate under the Last Will and Testament of Wade F. B. Thompson, deceased (the Residuary Estate).
2. The Assignor wishes to transfer to the Assignee all right, title and interest of the Assignor in and to all of the assets listed on Schedule A attached hereto and made a part hereof (the Transferred Assets) on account of the Assignees interest in the Residuary Estate.
3. The Assignee wishes to accept ownership of the Transferred Assets.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, the parties hereto intending to be legally bound hereby agree as follows:
1. Effective as of the date of this Agreement, the Assignor hereby assigns and transfers to the Assignee, and the Assignee hereby accepts, all right, title and interest of the Assignor in and to the Transferred Assets.
2. The Assignor and the Assignee agree to execute and deliver any additional instruments and take such further steps as may be required or advisable to carry out the intent of this Agreement.
3. This Agreement, and the terms and provisions hereof, shall be binding upon and shall inure to the benefit of the parties and their respective legal representatives, successors and assigns.
4. This Agreement shall be interpreted in accordance with the laws of the State of New York applicable to agreements executed and wholly performed therein.
5. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, and all which together shall constitute one and the same instrument. Any counterpart may be delivered by facsimile or electronically as a .pdf formatted file.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
ASSIGNOR: |
ESTATE OF WADE F. B. THOMPSON |
/s/ Angela E. Thompson Angela E. Thompson, Executor |
/s/ Alan Siegel Alan Siegel, Executor |
ASSIGNEE: |
TRUST FUND UNDER ARTICLE THIRD OF THE WADE F. B. THOMPSON REVOCABLE TRUST |
/s/ Alan Siegel Alan Siegel, Trustee |
2
SCHEDULE A
6,473,470 Shares of Common Stock of Thor Industries, Inc.
3
CUSIP No. 885160101 |
Page 1 of 1 Pages |
EXHIBIT B
TRUST FUND UNDER ARTICLE THIRD OF
THE WADE F. B. THOMPSON REVOCABLE TRUST
TO THE THOMPSON FAMILY FOUNDATION, INC.
ASSIGNMENT AGREEMENT
This Assignment Agreement (this Agreement) is made as of the 19 day of June 2012, by and among Alan Siegel, as Trustee of the Trust Fund under Article THIRD of The Wade F. B. Thompson Revocable Trust (the Assignor) and The Thompson Family Foundation, Inc. (the Assignee).
WHEREAS:
1. The Assignee is the beneficiary of the residue of the Trust Fund under Article THIRD of The Wade F. B. Thompson Revocable Trust (the Residuary Trust Fund).
2. The Assignor wishes to transfer to the Assignee all right, title and interest of the Assignor in and to all of the assets listed on Schedule A attached hereto and made a part hereof (the Transferred Assets) on account of the Assignees interest in the Residuary Trust Fund.
2. The Assignee wishes to accept ownership of the Transferred Assets.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, the parties hereto intending to be legally bound hereby agree as follows:
1. Effective as of the date of this Agreement, the Assignor hereby assigns and transfers to the Assignee, and the Assignee hereby accepts, all right, title and interest of the Assignor in and to the Transferred Assets.
2. The Assignor and the Assignee shall execute and deliver any additional instruments and take such further steps as may be required or advisable to carry out the intent of this Agreement.
3. This Agreement, and the terms and provisions hereof, shall be binding upon and shall inure to the benefit of the parties and their respective legal representatives, successors and assigns.
4. This Agreement shall be interpreted in accordance with the laws of the State of New York applicable to agreements executed and wholly performed therein.
5. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, and all which together shall constitute one and the same instrument. Any counterpart may be delivered by facsimile or electronically as a .pdf formatted file.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
ASSIGNOR: |
TRUST FUND UNDER ARTICLE THIRD OF THE WADE F. B. THOMPSON REVOCABLE TRUST |
/s/ Alan Siegel Alan Siegel, Trustee |
ASSIGNEE: |
THE THOMPSON FAMILY FOUNDATION, INC. |
/s/ Alan Siegel By: Alan Siegel |
Title: Director |
2
SCHEDULE A
6,473,470 Shares of Common Stock of Thor Industries, Inc.
3
CUSIP No. 885160101 |
Page 1 of 2 Pages |
EXHIBIT C
ESTATE OF WADE F. B. THOMPSON
TO THE THOMPSON FAMILY FOUNDATION, INC.
TRANSFER AGREEMENT
This Transfer Agreement (this Agreement) is made as of the 19 day of June, 2012 by and among Angela E. Thompson and Alan Siegel, as Executors of the Estate of Wade F. B. Thompson, (the Original Holder), Alan Siegel, as trustee of the Trust Fund under Article THIRD of the Wade F. B. Thompson Revocable Trust, (the Intermediate Holder) and The Thompson Family Foundation, Inc. (the Final Holder).
WHEREAS:
1. Pursuant to an Assignment Agreement dated as of the date hereof by and between the Original Holder and the Intermediate Holder (the First Assignment), the Original Holder assigned and transferred to the Intermediate Holder all of the Original Holders right, title and interest in and to certain assets identified on Schedule A of the First Assignment; and pursuant to a subsequent Assignment Agreement dated as of the date hereof by and between the Intermediate Holder and the Final Holder (the Second Assignment), the Intermediate Holder assigned and transferred to the Final Holder all of the Intermediate Holders right, title and interest in and to certain assets identified on Schedule A of the Second Assignment (the Transferred Assets) which, pursuant to the First Assignment, had been assigned and transferred to the Intermediate Holder.
2. For the sake of administrative convenience and efficiency, and in order to avoid multiple re-titling of the Transferred Assets, the Intermediate Holder wishes and has requested the Original Holder to transfer legal title to the Transferred Assets directly to the Final Holder on behalf of the Intermediate Holder, and the Original Holder is willing to undertake such transfer.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, the parties hereto intending to be legally bound hereby agree as follows:
1. In furtherance of the First Assignment and the Second Assignment, the Intermediate Holder hereby instructs the Original Holder, and the Original Holder hereby agrees, to transfer legal title to the Transferred Assets directly to the Final Holder on behalf of the Intermediate Holder as soon as practicable.
2. The parties hereto agree to execute and deliver any additional instruments and take such further steps as may be required to carry out the intent of this Agreement.
3. This Agreement, and the terms and provisions hereof, shall be binding upon and shall inure to the benefit of the parties and their respective legal representatives, successors and assigns.
4. This Agreement shall be interpreted in accordance with the laws of the State of New York applicable to agreements executed and wholly performed therein.
5. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same document. Any counterpart may be delivered by facsimile or electronically pursuant to a .pdf formatted file.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
ORIGINAL HOLDER: |
ESTATE OF WADE F. B. THOMPSON |
/s/ Angela E. Thompson Angela E. Thompson, Executor |
/s/ Alan Siegel Alan Siegel, Executor |
INTERMEDIATE HOLDER: |
TRUST FUND UNDER ARTICLE THIRD OF THE WADE F. B. THOMPSON REVOCABLE TRUST |
/s/ Alan Siegel Alan Siegel, Trustee |
FINAL HOLDER: |
THE THOMPSON FAMILY FOUNDATION, INC. |
/s/ Alan Siegel By: Alan Siegel Title: Director |
2
CUSIP No. 885160101 |
Page 1 of 1 Pages |
EXHIBIT D
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Shares, par value $0.10 per share, of Thor Industries, Inc., dated as of June 22, 2012, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
Date: June 22, 2012 |
ESTATE OF WADE F. B. THOMPSON | |
/s/ Angela E. Thompson Name: Angela E. Thompson | ||
Title: Co-Executor | ||
/s/ Alan Siegel Name: Alan Siegel | ||
Title: Co-Executor | ||
Date: June 22, 2012 |
TRUST FUND UNDER ARTICLE THIRD OF THE WADE F. B. THOMPSON REVOCABLE TRUST | |
/s/ Alan Siegel Name: Alan Siegel | ||
Title: Trustee | ||
Date: June 22, 2012 |
THE THOMPSON FAMILY FOUNDATION, INC. | |
/s/ Alan Siegel Name: Alan Siegel | ||
Title: Officer and Director | ||
Date: June 22, 2012 |
ANGELA E. THOMPSON
/s/ Angela E. Thompson | |
Date: June 22, 2012 |
ALAN SIEGEL
/s/ Alan Siegel |