SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material under Rule 14a-12
Thor Industries, Inc.
................................................................................
(Name of Registrant as Specified In Its Charter)
................................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 written 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
...........................................................................
THOR INDUSTRIES, INC.
419 West Pike Street, Jackson Center, Ohio 45334-0629
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
December 3, 2001
The 2001 Annual Meeting of Stockholders of Thor Industries, Inc. (the "Company")
will be held at 230 Park Avenue, Suite 618, New York, NY, on December 3, 2001,
at 1:00 p.m., local time, for the purpose of considering and voting upon the
following:
(1) The election of two directors;
(2) an amendment to the Company's Certificate of Incorporation to increase the
number of authorized shares of Common Stock from 20,000,000 shares to
40,000,000 shares; and
(3) 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 19, 2001 will be
entitled to notice and to vote at the meeting. A list of such stockholders will
be available for examination by any stockholder for any purpose germane to the
meeting, during normal business hours, at the office of the Company for a period
of ten days prior to the meeting.
WHETHER OR NOT YOU 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 18, 2001
1
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 2001 Annual Meeting of Stockholders to be held at 230 Park Avenue, Suite
618, New York City, on December 3, 2001, at 1:00 p.m., local time (the
"Meeting"), 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 31, 2001.
The Company does not expect that representatives of Deloitte & Touche LLP, its
principal independent accountants, 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 respond to any stockholder
questions that may be asked.
Voting by Stockholders__________________________________________________________
A proxy in the form accompanying this proxy statement that is properly executed,
duly returned to the Company 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 by a stockholder at any time 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 19, 2001 are entitled to notice of and to vote at
the Meeting or any adjournment thereof. As of that date, 11,916,460 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. The approval of the amendment to the Company's Certificate of
Incorporation will require the affirmative vote of the majority of the
outstanding shares of Common Stock entitled to vote thereon. 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 votes 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 will
have no impact on the voting on such proposal. With respect to Proposal #2,
however, abstentions and broker non-votes have the effect of votes in
opposition.
2
A copy of the Company's Annual Report for the fiscal year ended July 31, 2001,
("fiscal 2001") is being sent to each stockholder of record herewith. The Annual
Report is not to be considered a part of this proxy soliciting material.
Proposal #1
Election of Directors___________________________________________________________
The Company's by-laws provide that the Board of Directors may set the number of
directors at no less than one (1) and no more than fifteen (15). The Board of
Directors of the Company currently consists of six directors who are divided
into three classes. Wade F. B. Thompson and Jan H. Suwinski currently serve as
Class A directors; their terms expire in 2002. Neil D. Chrisman and Alan Siegel
currently serve as Class C directors of the Company; their terms expire in 2003.
Peter B. Orthwein and William Tomson currently serve as Class B directors; their
terms expire on the date of this year's annual meeting.
In accordance with the Certificate of Incorporation of the Company, as amended,
Messrs. Orthwein and Tomson have decided to stand for reelection as Class B
directors. Following such elections, Messrs. Orthwein and Tomson will serve on
the board until the annual meeting in 2004 and until their successors are duly
elected and qualified.
The persons named in the enclosed proxy intend to vote FOR the election of the
nominees listed below. In the event that a nominee becomes unavailable for
election (a situation the Company's management does not now anticipate), the
shares represented by proxies will be voted, unless authority is withheld, for
such other persons as may be designated by management.
The nominees, as set forth below, are now directors of the Company and have
continuously served since their first election or appointment to the Board.
First Year
Nominee Age Principal Occupation as Director
___________________________________________________________________________________________________________
Peter B. Orthwein 56 Vice Chairman, Treasurer of the Company 1980
___________________________________________________________________________________________________________
William C. Tomson 65 President of Board Member, Inc. 1988
The Company recommends that you vote FOR Proposal #1.
Business Experience of Directors and Executive Officers
________________________________________________________________________________
Wade F. B. Thompson, age 61, has been the President and Chief Executive Officer
and a Director of the Company since its founding in 1980. He currently serves as
Chairman, President, Chief Executive Officer and Director of the Company.
Peter B. Orthwein, age 56, has served as Treasurer and a Director of the Company
since its founding in 1980. He currently serves as Vice Chairman, Treasurer and
Director of the Company.
Walter L. Bennett, age 55, has been with Airstream, Inc. since July 1977. He
became Vice President, Finance, of Airstream, Inc., in September 1980; Vice
President, Finance, of the Company in September 1983; Chief Administrative
Officer/Secretary of the Company in November 1985; Senior Vice President of the
Company in February 1989; and Chief Financial Officer of the Company in March
1999.
Clare G. Wentworth, age 62, has been with the Company since April 1991 as its
Vice President, Purchasing. He became Senior Vice President of the Company in
March 1993.
Richard E. Riegel III, age 35, has been with the Company since July 1998 as its
Vice President of Corporate Development. Prior to joining the Company, Mr.
Riegel spent 1997 and 1998 earning his MBA degree from Columbia Business School
and from 1992 to 1996 served as Vice President at Lowe & Partners/SMS, an
advertising firm. Mr. Riegel is the son-in-law of Wade F. B. Thompson.
Neil D. Chrisman, age 64, who was appointed as a Director in July 1999, is a
retired Managing Director of J. P. Morgan & Co. Mr. Chrisman retired from J.P.
Morgan in 1993.
Alan Siegel, age 66, who became a Director in September 1983, has been a partner
in the law firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P. since August 1995.
Mr. Siegel is also a Director of The Wet Seal, Inc. and Ermenegildo Zegna
Corporation.
Jan H. Suwinski, age 60, who was appointed as a Director in July 1999, is
Professor of Business Operations at the Samuel Curtis Johnson Graduate School of
Management, Cornell University. Prior to joining the Johnson School faculty in
1997, Mr. Suwinski spent 32 years with Corning Incorporated where he held a
variety of management positions in several technology-based businesses. Mr.
Suwinski was former chairman of Siecor, a Siemens/Corning joint venture. Mr.
Suwinski is a Director of Tellabs, Inc.
William C. Tomson, age 65, who became a Director in June 1988, is the President
of Board Member, Inc. Mr. Tomson has been with the firm for the past five years.
Board Member, Inc. publishes Bank Director and Corporate Board Member magazines.
3
Proposal #2
Increase of Authorized Shares___________________________________________________
The Company's Certificate of Incorporation, as currently in effect, authorizes
the Company to issue up to 20,000,000 shares of Common Stock having a par value
of $0.10 per share. On ___________, 2001, the Board of Directors authorized an
amendment to the Certificate of Incorporation, subject to stockholder approval,
to increase the authorized number of shares of Common Stock to 40,000,000
shares. The text of the proposed amendment is attached as Appendix B to this
proxy statement.
As of October 19, 2001, there were 11,916,460 shares of Common Stock issued and
outstanding. In addition, as of October 19, 2001, (i) a total of 500,000 shares
of Common Stock were reserved for issuance pursuant to the Thor Industries, Inc.
1999 Stock Option Plan, of which grants to acquire 150,000 shares were
previously issued as of that date, (ii) a total of 150,000 shares of Common
Stock were reserved for issuance pursuant to the Thor Industries, Inc.
Restricted Stock Plan, of which 31,825 shares of restricted stock were issued as
of that date, and (iii) a total of 43,000 shares were reserved for issuance
pursuant to options granted under the Company's 1988 Stock Option Plan. As a
result of the foregoing, as of October 19, 2001, the Company has authority to
issue up to only 7,422,365 shares without first seeking stockholder approval.
The principal purpose of the proposed amendment to the Company's Certificate of
Incorporation is to authorize additional shares of Common Stock which will be
available in the event that the Board of Directors determines that it is
necessary or appropriate to effect future stock dividends or stock splits, to
raise additional capital through the sale of securities, to acquire another
company or its business or assets through the issuance of securities, to
establish a strategic relationship with a corporate partner through the exchange
of securities or for issuance under the Company's stock incentive plans. The
Board of Directors believes that approval of the proposed amendment to increase
the authorized shares of Common Stock is necessary to provide the Company with
the flexibility to pursue these types of opportunities without added delay and
expense. If the proposed amendment is adopted, 20,000,000 additional shares of
Common Stock will be available for issuance by the Board of Directors without
any further stockholder approval, although certain issuances of shares may
require stockholder approval in accordance with the requirements of the New York
Stock Exchange or Delaware law. The Company has no present plans or proposals to
issue the additional authorized shares.
The flexibility of the Board of Directors to issue additional shares of stock
could enhance the Board's ability to negotiate on behalf of the stockholders in
a takeover situation. Although it is not the purpose of the proposed amendment,
the authorized but unissued shares of Common Stock could also be used by the
Board of Directors to discourage, delay or make more difficult a change in
control of the Company. For example, these shares could be privately placed with
purchasers who might align themselves with the board in opposing a hostile
takeover bid. The issuance of additional shares might serve to dilute the stock
ownership of person seeking to obtain control and thereby increase the cost of
acquiring a given percentage of the outstanding stock. The Company has
previously adopted certain measures that may have the effect of helping to
resist an unsolicited takeover attempt, including provisions of the Company's
Certificate of Incorporation authorizing the Board of Directors to issue up to
1,000,000 shares of preferred stock with terms, provisions and rights fixed by
the board. The Board of Directors is not aware of any pending or proposed effort
to acquire control of the Company.
The additional Common Stock to be authorized by adoption of the amendment would
have rights identical to the currently outstanding Common Stock. Adoption of the
proposed amendment and issuance of additional shares of Common Stock would not
affect the rights of the holders of currently outstanding Common Stock, except
for effects incidental to increasing the number of shares of Common Stock
outstanding, such as dilution of the earnings per share and voting rights of
current holders of Common Stock. If the amendment is adopted, it will become
effective upon filing of a certificate of amendment to the Certificate of
Incorporation with the Secretary of State of the State of Delaware.
The Board of Directors unanimously recommends a vote "For" approval of the
amendment to the Company's Certificate of Incorporation to increase the
authorized number of shares of Common Stock from 20,000,000 shares to 40,000,000
shares.
4
Board of Directors, Committees and Attendance at Meetings_______________________
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 5 times during fiscal 2001.
The Stock Option Committee of the Board is composed of Messrs. Siegel and
Tomson; Messrs. Chrisman, Suwinski, and Tomson constitute the Audit Committee.
The Stock Option Committee did not meet during fiscal 2001. The Audit Committee
met 4 times during fiscal 2001. The Company does not have a standing nominating
or compensation 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 1999 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.
Each of the directors have attended all Board of Directors meetings and their
respective committee meetings in fiscal 2001, with the exception of Mr. Orthwein
who was excused for medical reasons from one Board of Directors meeting.
Ownership of Common Stock_______________________________________________________
The following table sets forth certain information regarding the Common Stock
beneficially owned as of October 19, 2001, by each person known by the Company
to be the beneficial owner of more than five percent (5%) of the Common Stock,
by all directors, executive officers named in the Summary Compensation Table
below, and such executive officers and directors of the Company as a group. As
of October 19, 2001 there were 11,916,460 shares of Common Stock outstanding.
Beneficial Ownership(1)
Name and Address of Beneficial Owner Number of Shares Percent
------------------------------------ ----------------------- -------
Wade F. B. Thompson.................................................. 4,518,430(2)................. 37.9%
419 West Pike Street
Jackson Center, Ohio 45334-0629
Peter B. Orthwein................................................... 627,100(3)(4)(5)............. 5.3%
419 West Pike Street
Jackson Center, Ohio 45334-0629
Walter L. Bennett................................................... 7,458(6)................... *
419 West Pike Street
Jackson Center, Ohio 45334-0629
Clare G. Wentworth.................................................. 19,458(7).................. *
419 West Pike Street
Jackson Center, Ohio 45334-0629
Richard E. Riegel III............................................... 3,344(8)................... *
419 West Pike Street
Jackson Center, Ohio 45334-0629
Alan Siegel......................................................... 317,073(9)................. 2.7%
419 West Pike Street
Jackson Center, Ohio 45334-0629
5
Beneficial Ownership(1)
Name and Address of Beneficial Owner Number of Shares Percent
------------------------------------ ----------------------- -------
Neil D. Chrisman.................................................... 2,667(10).................. *
419 West Pike Street
Jackson Center, Ohio 45334-0629
Jan H. Suwinski..................................................... 3,667(11).................. *
419 West Pike Street
Jackson Center, Ohio 45334-0629
William C. Tomson................................................... 6,917(12).................. *
419 West Pike Street
Jackson Center, Ohio 45334-0629
First Pacific Advisors, Inc......................................... 1,741,000(13).............. 14.6%
1140 West Olympia Blvd.
Los Angeles, CA 90064
Royce & Associates, Inc............................................. 808,750(13)................ 6.8%
1414 Avenue of the Americas
New York, NY 10019
All directors and executive officers as a group (nine persons)...... 5,506,114(14).............. 46.1%
* less than 1%.
(1) Except as otherwise indicated, the persons in the table have sole voting
and investment power with respect to all shares of Common Stock shown as
beneficially owned by them.
(2) Does not include 146,656 shares owned of record by a trust for the benefit
of Mr. Thompson's children, of which Mr. Siegel is sole trustee.
(3) Does not include 168,750 shares owned of record by a trust for the benefit
of Mr. Orthwein's adult children, of which Mr. Siegel is co-trustee and as
to which Mr. Siegel has shared voting power with Mr. Orthwein's brother.
(4) Includes 13,450 shares owned by Mr. Orthwein's wife, 31,000 shares owned of
record by a trust for the benefit of Mr. Orthwein's children, of which Mr.
Orthwein is a trustee, 7,500 shares owned of record by a trust for the
benefit of Mr. Orthwein's half brother, of which Mr. Orthwein is a trustee,
and 33,600 shares of record owned by Mr. Orthwein's minor children for
which Mrs. Orthwein acts as custodian.
(5) Does not include 22,400 shares owned of record by Mr. Orthwein's adult
children, as to which Mr. Orthwein disclaims beneficial ownership.
(6) Consists of 4,125 non-vested restricted shares and options to acquire 3,333
shares under the 1999 Stock Option Plan which vest November 3, 2001.
(7) Includes 4,125 non-vested restricted shares, options to acquire 3,333
shares under the 1999 Stock Option Plan which vest November 3, 2001 and
options to acquire 5,000 shares under the 1988 Stock Option Plan which are
fully vested.
(8) Does not include 73,520 shares held by Mr. Riegel's wife, as to which Mr.
Riegel disclaims beneficial ownership of such shares. Includes 700
non-vested restricted shares and options to acquire 1,667 shares under the
1999 Stock Option Plan which vest November 3, 2001.
(9) Includes 146,656 shares and 168,750 shares as noted in footnotes 2 and 3
above. Mr. Siegel disclaims beneficial ownership of such shares. Includes
options to acquire 1,667 shares under the 1999 Stock Option Plan which vest
November 3, 2001.
(10) Includes options to acquire 1,667 shares under the 1999 Stock Option Plan
which vest November 3, 2001.
(11) Includes options to acquire 1,667 shares under the 1999 Stock Option Plan
which vest November 3, 2001.
6
(12) Includes options to acquire 1,667 shares under the 1999 Stock Option Plan
which vest November 3, 2001.
(13) Based on Schedule 13G filed by First Pacific Advisors, Inc. on 2/13/01 and
Schedule 13G filed by Royce & Associates, Inc. on 2/05/01.
(14) Includes 146,656 shares and 168,750 shares as noted in footnotes 2 and 3
above. Also includes 20,001 shares issuable under stock options which are
currently exercisable or will become exercisable on November 3, 2001.
Executive Compensation__________________________________________________________
Information is furnished below concerning the compensation of the President and
Chief Executive Officer and the next four highest paid executive officers of the
Company who earned more than $100,000 in salary and bonuses for the last three
fiscal years.
SUMMARY COMPENSATION TABLE
Annual Long-term All Other
------ --------- ---------
Compensation Compensation Compensation
------------ ------------ ------------
(2) (5)
-------
Securities
----------------------------
Incentive
Stock Restricted
Name and Principal Position Year Salary Bonus (1) Options(#)(3) Stock ($)(4)
Wade F.B. Thompson 2001 $ 284,878 $ 320,000 - - $ 183,514
Chairman, President, 2000 284,615 475,000 - - 184,287
Chief Executive Officer 1999 200,000 430,000 - - 184,125
---------------------------------- -------- --------------- ------------- -------------- ------------- ---------------
Peter B. Orthwein 2001 $ 100,552 $ 175,000 - - $ 41,118
Vice Chairman, Treasurer 2000 95,385 175,000 - - 41,749
1999 70,000 210,000 - - 41,822
---------------------------------- -------- --------------- ------------- -------------- ------------- ---------------
Walter L. Bennett 2001 $ 90,552 $ 312,000 10,000 $ 15,285 $ 4,172
Senior Vice President, Chief 2000 90,000 390,000 - 19,500 19,650
Financial Officer/Secretary 1999 90,000 350,000 - 17,391 21,496
---------------------------------- -------- --------------- ------------- -------------- ------------- ---------------
Clare G. Wentworth 2001 $ 91,584 $ 307,000 10,000 $ 15,285 $ 6,661
Senior Vice President 2000 90,000 385,000 - 19,500 31,173
1999 90,000 345,000 - 17,391 25,739
---------------------------------- -------- --------------- ------------- -------------- ------------- ---------------
Richard E. Riegel III 2001 $ 70,192 $ 132,000 5,000 $ 6,114 -
Vice President of 2000 70,000 151,000 - - -
Corporate Development 1999 70,000 105,000 - - -
----------------------------------------------------------------------------------------------------------------------
(1) Messrs. Bennett's, Wentworth's, Riegel's, Thompson's and Orthwein's bonuses
are discretionary and depend on the Company's profits.
(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) Messrs. Bennett, Wentworth and Riegel were granted options to purchase
shares pursuant to the Thor Industries, Inc. 1999 Stock Option Plan at a
purchase price of $20 per share. Options are exercisable on a one third
basis on November 3, 2001, 2002 and 2003.
(4) The numbers in this column represent the value of restricted stock grants
during fiscal years 2001, 2000 and 1999 calculated by multiplying the
number of shares of restricted stock granted by the share price on the date
of grant. As of July 31, 2001, Messrs. Bennett and Wentworth each held
3,375 shares of restricted stock which were granted under the Thor
Industries, Inc. Restricted Stock Plan each which had a total value of
$116,437.50 at July 31, 2001. As of July 31, 2001, Mr. Riegel held 300
shares of
7
restricted stock which were granted under the Thor Industries, Inc.
Restricted Stock Plan which had a total value of $10,350 at July 31, 2001.
Each of Messrs. Bennett, Wentworth, and Riegel, as the holders of
restricted stock shares, are entitled to receive dividends and other
distributions paid with respect to such shares while they are so
restricted.
(5) Messrs. Bennett and Wentworth were credited with supplemental deferred
compensation earned under the Company's Select Executive Incentive Plan.
The amounts credited to each executive shall vest and be payable six years
after the effective date of such eligible executive's participation,
provided, however, that the amount shall vest immediately upon death or age
65.
The following table sets forth information regarding options granted in fiscal
year 2001 to each of the named executive officers pursuant to the Company's 1999
Stock Option Plan.
OPTION GRANTS IN THE LAST FISCAL YEAR
Individual Grants
---------------------------------------------------------
Percent of
Total Potential Realizable
No. of Options Value At Assumed Rates
Securities Granted to of Stock Price
Underlying Employees in Exercise Appreciation for
Options Fiscal or Base Option Term (2)
Name Granted (1) Year Price Expiration Date 5% 10%
---- ----------- ---- ----- --------------- -- ---
Wade F. B. Thompson - - - - - -
Peter B. Orthwein - - - - - -
Walter L. Bennett 10,000 7.7% $ 20.00 November 3, 2010 $125,779 $318,748
Clare G. Wentworth 10,000 7.7% $ 20.00 November 3, 2010 $125,779 $318,748
Richard E. Riegel III 5,000 3.8% $ 20.00 November 3, 2010 $ 62,889 $159,374
(1) All options granted vest at the rate of 33 1/3 % per year commencing on the
first anniversary of the date of grant.
(2) Potential realizable value is based on the assumption that the stock price
of the Common Stock appreciates at the annual rate shown (compounded
annually) from the date of grant until the end of the ten year option term.
These numbers are calculated based on the requirements promulgated by the
Securities and Exchange Commission and do not reflect the Company's
estimate of future stock price performance.
The following table sets forth information regarding the exercise of options by
the named executive officers during fiscal year 2001. The table also shows the
number and value of unexercised options held by these officers as of July 31,
2001.
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
AND OPTION VALUES AT JULY 31, 2001
Number of Securities Value of Unexercised In-the-
Shares Underlying Unexercised Money Options at Fiscal Year
Acquired on Value Options at Fiscal Year End End
Name Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable(1)
---- ----------- -------- --------------------------- -------------------------
Wade F. B. Thompson --- $ --- ---/ --- $ ---/$ ---
Peter B. Orthwein --- $ --- ---/ --- $ ---/$ ---
Walter L. Bennett 15,000 $ 227,500 ---/ 10,000 $ ---/$145,000
Clare G. Wentworth 5,000 $ 43,350 5,000 / 10,000 $100,850/$145,000
Richard E. Riegel III --- $ --- ---/ 5,000 $ ---/$ 72,500
(1) Represents the market value of shares underlying "in-the-money" options on
July 31, 2001 less the option exercise price. Options are "in-the-money" at
the fiscal year end if the fair market value of the underlying securities
on such date exceeds the exercise or base price of the option.
8
Director Compensation
Directors who are not employees of the Company are paid $6,000 per directors
meeting attended, plus expenses. Audit committee members are paid $2,500 per
audit committee meeting, plus expenses. The Stock Option Committee receives no
payment for meetings.
Restricted Stock Plan
The Company has adopted the Thor Industries, Inc. Restricted Stock Plan (the
"Stock Plan") effective September 29, 1997. The Stock Plan is administered by
the Stock Option Committee. Only Non-Employee Directors (as such term is defined
in Rule 16b-3 of the Securities Exchange Act of 1934, as amended) shall be
eligible to serve as members of the Stock Option Committee. The Stock Plan is
intended to advance the interests of the Company, its stockholders, its
subsidiaries and its affiliates by encouraging and enabling inside directors,
officers and other employees to acquire and retain a proprietary interest in the
Company by ownership of its stock.
The total number of shares available for grants under the Stock Plan may not
exceed 150,000 subject to adjustment in certain circumstances and subject to
increase by the Board of Directors. Subject to adjustment, no more than 100,000
shares may be granted in any one calendar year. If a grant, or any portion
thereof, is forfeited, the forfeited shares will be made available again for
grants under the Stock Plan. The Stock Option Committee may, at any time and
from time to time, make grants to such participants and in such amounts as it
shall determine. Each grant shall be made pursuant to a written instrument which
must be executed by the grantee in order to be effective. The Board of Directors
may at any time suspend or terminate the Stock Plan or any portion thereof or
may amend it from time to time in such respects as the Board may deem to be in
the best interests of the Company.
No shares granted under the Stock Plan may be transferred by the recipient
thereof until such shares have vested; such shares shall vest on the date
specified by the Stock Option Committee in the underlying written agreement
pursuant to which the grant was made. Notwithstanding the foregoing, the shares
of a recipient who has not previously forfeited any nonvested shares granted to
him under the Stock Plan shall automatically vest upon the earliest of (x) the
termination by the Company of the recipient other than for cause and (y) the
recipient's death, disability or retirement.
During the applicable period of restriction, the recipient of shares under the
Stock Plan is the record owner thereof and is entitled to vote such shares and
to receive all dividends and other distributions paid with respect to such
shares. However, if any such dividends or distributions are paid in shares of
Company stock during an applicable period of restriction, the shares received
shall be subject to the same restrictions as the shares with respect to which
they were issued. Moreover, the Stock Option Committee may provide in any
written agreement pursuant to which the grant was made such other restrictions,
terms and conditions as it may deem advisable with respect to the treatment and
holding of any stock, cash or property that is received in exchange for the
restricted shares.
Select Executive Incentive Plan
The Company has adopted the Thor Industries, Inc. Select Executive Incentive
Plan (the "Incentive Plan") effective September 29, 1997. The Incentive Plan is
administered by an Administrative Committee (the "Administrative Committee")
which is comprised of Messrs. Thompson and Orthwein. The purpose of the
Incentive Plan is to provide its eligible executives with supplemental deferred
compensation in addition to the current compensation earned under the Company's
Management Incentive Plan. It is intended that the Incentive Plan shall
constitute an unfunded deferred compensation arrangement for the benefit of a
select group of management or highly compensated employees of the Company and
its designated subsidiaries and affiliates.
The Board of Directors will designate those employees of the Company (which may
include employees of any subsidiary or affiliate thereof) and members of the
Board of Directors of the Company who will be eligible executives under the
Incentive Plan. For each year of participation, each eligible executive shall be
credited with the amount(s), if any, determined by the Board of Directors in its
sole discretion. The amount(s) will be credited to an account maintained for
each eligible executive, which will also be credited with earnings and losses as
if the amounts were invested in specific investment funds selected by the
Administrative Committee (or by the eligible executive if the Administrative
Committee establishes a procedure permitting the eligible executive to credit
9
his or her account with respect to the results of one or more of the index funds
selected by the Administrative Committee). The Administrative Committee is not
obligated to comply with the investment request of an eligible executive, and
retains the sole discretion regarding the decision to credit earnings with
regard to the results of the index funds selected by any eligible executive. The
amount(s) credited to the account of an eligible executive shall vest and be
payable six years after the effective date of such eligible executive's
participation; provided, however, that the amounts vest immediately upon death
or age 65. The Incentive Plan contains non-competition and non-solicitation
provisions which prohibit eligible executives from competing with the Company
within the United States or Canada during the term of such eligible executive's
participation and for a period of eighteen months after termination of
employment with the Company for any reason. Non-compliance with such provisions
will result in 100% forfeiture of vested benefits. The Company may establish a
trust for payment of benefits under the Incentive Plan; such trust shall be a
grantor trust for tax purposes. Payment of benefits will generally be made
following termination of employment in one of the following forms: (a) lump sum;
(b) substantially equal annual installments for five years; (c) substantially
equal installments for ten years; or (d) any other actuarially equivalent form
approved by the Administrative Committee.
Stock Price Performance Graph
The performance graph set forth below compares the cumulative total stockholder
returns on the Company's Common Stock (assumes $100 invested on July 31, 1996
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 the Company whose primary
business is recreation vehicles or mid-size buses for the five year period ended
July 31, 2001. The peer group consists of the following companies: Coachmen
Industries, Inc.; Fleetwood Enterprises, Inc.; Winnebago Industries, Inc.;
Collins Industries, Inc.; and Supreme Industries, Inc. The Company cautions that
stock price performance noted below should not be considered indicative of
potential future stock price performance. The Company changed its peer group in
fiscal 2000 to include Collins Industries, Inc. and Supreme Industries, Inc.
Metrotrans Corporation was removed because it is no longer traded.
Performance Graph
Thor Industries, Inc. Common Stock
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
7/31/96 7/31/97 7/31/98 7/30/99 7/31/00 7/31/01
---------------------------------------------------------------------------------------
Thor Industries, Inc. 100.00 133.18 200.95 237.33 190.17 279.41
Peer Group 100.00 110.45 131.22 165.82 94.45 197.96
S&P 500 Composite Index 100.00 152.05 181.25 217.84 236.68 200.35
10
Report of the Audit Committee
Working under the guidance of a written charter approved by the Board of
Directors, Messrs. Neil D. Chrisman, Jan H. Suwinski, and William C. Tomson, who
are independent members of the Board, are primarily responsible for assisting
the Board in overseeing the Company's financial reporting process as well as the
internal controls that management and the Board have established. A copy of the
charter is included in this proxy statement as Appendix A.
Management is responsible for the financial reporting process, including the
system of internal control, and for the preparation of consolidated financial
statements in accordance with accounting principles generally accepted in the
United States of America. The Company's independent auditors are responsible for
auditing those financial statements. Our responsibility is to monitor and review
these processes, acting in an oversight capacity. We rely, without independent
verification, on the information provided to us and on the representations made
by management and the independent auditors.
During the past fiscal year, the Audit Committee met four times and met in
separate executive sessions with the Company's Chief Financial Officer, the
Company's senior internal auditing executive and the independent auditing
partner for the Company. In carrying out its duties, the Committee has reviewed
and discussed the Company's audited consolidated financial statements for the
fiscal year ended July 31, 2001 with the Company's management and Deloitte &
Touche LLP ("Deloitte & Touche"), our independent auditors. The committee has
also discussed with Deloitte & Touche the matters required to be discussed by
Statement on Auditing Standards No. 61, "Communication with Audit Committees",
as amended. In addition, the Committee has received the written disclosures and
the letter from Deloitte & Touche required by Independence Standards Board
Standard No. 1, "Independence Discussions with Audit Committees" and has
discussed with Deloitte & Touche its independence from the Company and its
management.
Based on the reports and discussions described in this proxy, and subject to the
limitations on the role and responsibilities of the Committee referred to above
and in the Charter, the Audit Committee recommended to the Board of Directors,
and the Board of Directors has approved, that the audited consolidated financial
statements be included in the Annual Report on Form 10-K for the fiscal year
ended July 31, 2001.
Each of the members of the Audit Committee is independent as defined under the
listings of the New York Stock Exchange.
Neil D. Chrisman
Jan H. Suwinski
William C. Tomson
The aggregate fees billed for professional services by Deloitte & Touche LLP in
2001 were:
o Audit Fees: $354,000 for services rendered for the annual audit of the
Company's consolidated financial statements for 2001 and the quarterly
reviews of he financial statements included in the Company's Form 10-Q's.
o Financial Information Systems Design and Implementation Fees: No
Expenditures.
o All Other Fees: $441,000 for outsourcing of tax return preparation and
other related tax compliance services; $344,00 for other tax services; and
$82,000 for all other services.
Compensation Committee Interlocks and Insider Participation
The Company does not have a separate compensation committee. Messrs. Thompson
and Orthwein jointly make the determinations concerning executive officer
compensation for each fiscal year, subject to the review of the Board of
Directors.
11
Report on Executive Compensation
As indicated above, the Company does not have a separate compensation committee.
The Board of Directors of the Company has set a policy that compensation of
management personnel should be based upon profitability. Thus, management is
provided with incentive based compensation consisting generally of 12% to 18% of
their division's pretax profits in excess of targets established by the
Company's Chief Executive Officer. In accordance with this policy, Messrs.
Thompson and Orthwein jointly make the determinations concerning executive
officer compensation for each fiscal year, subject to the review of the Board of
Directors. With respect to their own compensation, Messrs. Thompson and
Orthwein, at the recommendation of the Board of Directors, have established
relatively low fixed salaries for themselves and receive bonuses relating to
profitability.
Wade F. B. Thompson Alan Siegel
Peter B. Orthwein Jan H. Suwinski
Neil D. Chrisman William C. Tomson
Certain Relations and Transactions with Management
Messrs. Thompson and Orthwein, each of whom serves as a director and officer of
the Company, own a controlling interest in Hi-Lo Trailer Co., Inc. which
produces and sells 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 also own all the stock of Cash Flow Management,
Inc. The Company pays Cash Flow Management a management consulting fee of
$96,000 per annum, which is used to defray expenses, including the rent of
offices used by Messrs. Thompson, Orthwein and Riegel.
Alan Siegel, a director of the Company, is a member of the law firm Akin, Gump,
Strauss, Hauer & Feld, L.L.P, which provides outside counsel to the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
The federal securities laws require the filing of certain reports by officers,
directors and beneficial owners of more than ten percent (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 such filings were required, the Company believes that
all filing requirements were satisfied by each of the Company's officers,
directors and ten percent (10%) stockholders for fiscal 2001.
Stockholder Proposals
Proposals by stockholders that are intended to be presented at the 2002 Annual
Meeting must be received by the Company on or before July 3, 2002.
Notice of a shareholder proposal submitted outside the processes of Rule 14a-8
of the Securities Exchange Act of 1934, as amended, which is not received on or
before September 15, 2002, will be considered untimely. The Company reserves the
right to reject, rule out of order or take other appropriate action with respect
to any proposal that does not comply with applicable requirements.
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
12
Appendix A
Thor Industries, Inc.
Audit Committee Charter
The Audit Committee is appointed by the Board to assist the Board in monitoring
(1) the integrity of the financial statements of the Company, (2) the compliance
by the Company with legal and regulatory requirements and (3) the independence
and performance of the Company's internal and external auditors.
The members of the Audit Committee shall meet the independence and experience
requirements of the New York Stock Exchange and will use its best business
experience judgment in fulfilling its duties. The members of the Audit Committee
shall be appointed by the Board on the recommendation of the Chairman.
The Audit Committee shall have the authority to retain special legal, accounting
or other consultants to advise the Committee. The Audit Committee may request
any officer or employee of the Company or the Company's outside counsel or
independent auditor to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee.
The Audit Committee shall make regular reports to the Board.
The Audit Committee shall:
1. Review and reassess the adequacy of this Charter annually and submit it to
the Board for approval. The text of this Charter, as then in effect, shall
be attached to the Company's proxy statement for the first annual meeting
following its adoption and every year thereafter.
2. Review the annual audited financial statements with management and
independent auditors, including major issues regarding accounting and
auditing principles and practices as well as the adequacy of internal
controls that could significantly affect the Company's financial
statements.
3. Discuss with management and the independent auditor significant financial
reporting issues and judgments made in connection with the preparation of
the Company's financial statements.
4. Review major changes to the Company's auditing and accounting principles
and practices as suggested by the independent auditor, internal auditors or
management.
5. Recommend to the Board the appointment of the independent auditor, which
firm is ultimately accountable to the Audit Committee and the Board.
Evaluate the performance of the independent auditor and, if so determined
by the Audit Committee recommend that the Board replace the independent
auditor.
6. Approve the fees to be paid to the independent auditor.
7. Receive periodic reports from the independent auditor regarding the
auditor's independence, discuss such reports with the auditor, and if so
determined by the Audit Committee, recommend that the Board take
appropriate action to insure the independence of the auditor
8. Review the appointment and replacement of the senior internal auditing
executive.
9. Review the significant reports to management prepared by the internal
auditing department and management's responses.
10. Meet with the independent auditor prior to the audit to review the planning
and staffing of the audit.
11. Discuss with the independent auditor the matters required to be discussed
by Statement on Auditing Standards No. 61 relating to the conduct of the
audit.
12. Review with the independent auditor any problems or difficulties the
auditor may have encountered and any management letter provided by the
auditor and the Company's response to that letter. Such review should
include:
a. Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to
required information.
b. Any changes required in the planned scope of the audit.
c. The internal audit department responsibilities, schedule and staffing.
13
13. Review with the Company's General Counsel legal matters that may have a
material impact on the financial statements, the Company's compliance
policies and any material reports or inquiries received from regulators or
governmental agencies.
14. Meet at least annually with the chief financial officer, the senior
internal auditing executive and the independent auditor in separate
executive sessions.
15. Based upon the foregoing, recommend to the Board of Directors that the
audited financial statements be included in the Company Annual Report on
Form 10-K.
16. Prepare a report as required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement.
While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations.
Appendix B
Text of Proposed Amendment to the
Amended and Restated Certificate of Incorporation of
Thor Industries, Inc.
FOURTH: The total number of shares of stock which the Corporation shall have
authority to issue is forty-one million (41,000,000) shares, consisting of forty
million (40,000,000) shares of Common Stock, par value ten cents ($0.10) each,
and one million (1,000,000) shares of Preferred Stock, par value ten cents
($0.10) each, which may be issued from time to time in one or more series. The
Board of Directors is hereby authorized to fix, by resolution or resolutions
providing for the issue of any such series, the voting powers if any, and the
designation, preferences and rights of the shares in such series, and the
qualification, limitations or restrictions thereof, including, but not limited
to, the following:
(a) the number of shares constituting that series and the distinctive
designation thereof;
(b) the dividend rate on the shares of that series, whether dividends shall be
cumulative and, if so, from which date or dates, and the relative rights of
priority if any, of payment of dividends on shares of that series;
(c) the voting rights, if any, of shares of that series in addition to the
voting rights provided by law, and the terms of such voting rights;
(d) the terms and conditions of the conversion privileges, if any, of shares of
that series, including provision for adjustment of the conversion rate in such
events as the Board of Directors shall determine;
(e) the terms and conditions of redemption if shares of that series shall be
redeemable, including the date or dates on or after which they shall be
redeemable, and the amount per share payable in case of redemption, which amount
may vary under different conditions and at different redemption dates;
(f) the terms and amount of any sinking fund for the redemption or purchase of
shares of that series, if any;
(g) the rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, and the
relative rights of priority, if any, of payment of shares of that series; and
(h) any other relative rights, preferences and limitations of that series.
Dividends on outstanding Preferred Stock shall be declared and paid, or set
apart for payment, before any shall be declared and paid, or set apart for
payment, on the Common Stock with respect to the same dividend period.
14
PROXY PROXY
THOR INDUSTRIES, INC.
ANNUAL MEETING OF STOCKHOLDERS, DECEMBER 3, 2001
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 3, 2001 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.)
--------------------------------------------------------------------------------
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
PROPOSALS #1 AND #2.
1. Election of Directors (Class B term expires 2004): For Withhold For All
Nominees: All All Except Nominee(s) Written Below.
01 Peter B. Orthwein 02 William C. Tomson [ ] [ ] [ ] ____________________________________
2. Amendment to the Company's Certificate of Incorporation For Against Abstain
to increase the authorized number of shares of Common [ ] [ ] [ ]
Stock from 20,000,000 to 40,000,000.
3. In their discretion, upon the transaction of such other
business as may come before the meeting.
--------------------------------------------------------- Dated_____________________________________________________, 2001
Signature(s)______________________________________________
THIS SPACE RESERVED FOR ADDRESSING
(key lines do not print) __________________________________________________________
(Stockholder(s) should sign here exactly as name appears hereon.
---------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT.
PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.