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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 9, 2001
Thor Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-9235 93-0768752
(State or Other (Commission File Number) (IRS Employer Identification No.)
Jurisdiction of
Incorporation)
419 W. Pike Street, Jackson Center, Ohio 45334-0629
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (937) 596-6849
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ITEM 2. Acquisition or Disposition of Assets
On November 9, 2001, we completed our acquisition of Keystone RV
Company, an Indiana corporation ("Keystone"), pursuant to an Agreement and Plan
of Merger (the "Merger Agreement"), dated as of November 9, 2001, by and among
our company, Thor Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of our company ("Acquisition Subsidiary"), Keystone and the
securityholders of Keystone named in the Merger Agreement. Keystone is engaged
in the business of manufacturing travel trailers and other recreation vehicles
at facilities in Indiana and Oregon. Under the terms of the Merger Agreement,
Keystone merged with and into Acquisition Subsidiary and Acquisition Subsidiary
continued as the surviving corporation (the "Merger"). Immediately following the
Merger, Acquisition Subsidiary changed its name to Keystone RV Company.
The merger consideration paid by us for the Merger consisted of
$81,427,065 in cash and 2,220,727 shares of our common stock (the "Merger
Shares"). The Merger Shares were issued to the Keystone securityholders pursuant
to the exemption from the registration requirements of the Securities Act of
1933, as amended (the "Act"), set forth in Section 4(2) of the Act. The cash
portion of the merger consideration was funded substantially from cash on hand
(approximately $71.5 million) and partially from our credit facility with Harris
Trust and Savings Bank (approximately $10.0 million). The merger consideration
is subject to adjustment following the completion of audited financial
statements after the closing of the Merger. The merger consideration was
determined in arms-length negotiations between representatives of our company
and Keystone and was based on a multiple of Keystone's pre-tax earnings in the
current period, our estimate of Keystone's future earnings potential, Keystone's
market share in its business, the potential accretion to our profits as a result
of the addition of Keystone's profits to our own, Keystone's cash flows, the
condition of Keystone's balance sheet and other factors which our board of
directors considered to determine the fairness of the merger consideration.
At the closing of the Merger, a portion of the merger consideration was
placed into escrow, consisting of $11,000,000 in cash and 300,000 shares of our
common stock. This escrow was established to fund purchase price adjustments and
indemnity claims contemplated by the Merger Agreement. In addition, a separate
escrow was established out of the cash portion of the merger consideration to
fund certain contingent liabilities of Keystone that were assumed by the
Keystone shareholders and optionholders named in the Merger Agreement.
Keystone will operate as a wholly-owned subsidiary of our company
following the Merger. The assets acquired as a result of the Merger included
equipment and other tangible and intangible property. These assets are used in
connection with the operation of Keystone's business of manufacturing travel
trailers and other recreation vehicles. We intend to operate the assets acquired
in a similar manner as Keystone utilized such assets prior to the Merger,
provided that changing business conditions or strategic plans may lead to
changes in the operation of such assets in the future.
As part of the Merger, management of Keystone entered into
non-competition agreements with our company. The former securityholders of
Keystone also entered into a stock restriction agreement with our company,
which, among other things, places restrictions on the disposition of our common
stock acquired by Keystone's management in connection with the Merger. In
addition, we granted to the former securityholders of Keystone registration
rights to register the resale of the shares of our common stock acquired in
connection with the Merger to the extent the disposition of such shares is not
restricted by the stock restriction agreement.
The descriptions of the Merger Agreement, registration rights agreement,
stock restriction agreement and non-competition agreements set forth above are
qualified by reference to the Merger Agreement, Registration Rights Agreement,
Stock Restriction Agreement and Non-Competition Agreements that are filed as
Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8 and 10.9 to this Current
Report on Form 8-K and are incorporated by reference herein. Copies of the press
releases relating to the Merger that were issued by our company on October 31,
2001 and November 12, 2001 and filed as Exhibit 99.1 to our Current Report on
Form 8-K dated October 31, 2001 and to this Current Report on Form 8-K,
respectively, are also incorporated by reference herein.
ITEM 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Business Acquired
The required financial statements of Keystone will be included in an
amendment to this Current Report on Form 8-K to be filed as soon as practicable,
but not later than 60 days after the date this Current Report is required to be
filed.
(b) Pro Forma Financial Information
The required pro forma financial information which gives effect to our
acquisition of Keystone will be included in an amendment to this Current Report
on Form 8-K to be filed as soon as practicable, but not later than 60 days after
the date this Current Report is required to be filed.
(c) Exhibits
10.1 Agreement and Plan of Merger, dated as of November 9, 2001, by
and among Thor Industries, Inc., Thor Acquisition Corp.,
Keystone RV Company and certain securityholders of Keystone RV
Company named therein.*(1)
10.2 Registration Rights Agreement, dated as of November 9, 2001,
by and among Thor Industries, Inc. and certain holders of
shares of capital stock of Thor Industries, Inc.*
10.3 Stock Restriction Agreement, dated as of November 9, 2001, by
and among Thor Industries, Inc. and certain holders of shares
of capital stock of Thor Industries, Inc.*
10.4 Non-Competition Agreement, dated as of November 9, 2001, by
and between Thor Industries, Inc. and H. Coleman Davis, III.*
10.5 Non-Competition Agreement, dated as of November 9, 2001, by
and between Thor Industries, Inc. and Ronald Fenech.*
10.6 Non-Competition Agreement, dated as of November 9, 2001, by
and between Thor Industries, Inc. and William Fenech.*
10.7 Non-Competition Agreement, dated as of November 9, 2001, by
and between Thor Industries, Inc. and Robert Gaff, Jr.*
10.8 Non-Competition Agreement, dated as of November 9, 2001, by
and between Thor Industries, Inc. and Kim Price.*
10.9 Non-Competition Agreement, dated as of November 9, 2001, by
and between Thor Industries, Inc. and Tonja Lucchese.*
99.1 Press Release of Thor Industries, Inc., dated November 12,
2001.*
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*Filed herewith
(1) The schedules, exhibits and annexes to the Agreement and Plan of Merger
have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will
be supplementally provided to the Securities and Exchange Commission
upon request.
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.
(Registrant)
/s/ Walter L. Bennett
Date: November 13, 2001 --------------------------------
Name: Walter L. Bennett
Title: Chief Financial Officer
Index of Exhibits
10.1 Agreement and Plan of Merger, dated as of November 9, 2001, by and
among Thor Industries, Inc., Thor Acquisition Corp., Keystone RV
Company and certain securityholders of Keystone RV Company named
therein.*(1)
10.2 Registration Rights Agreement, dated as of November 9, 2001, by and
among Thor Industries, Inc. and certain holders of shares of capital
stock of Thor Industries, Inc.*
10.3 Stock Restriction Agreement, dated as of November 9, 2001, by and
among Thor Industries, Inc. and certain holders of shares of capital
stock of Thor Industries, Inc.*
10.4 Non-Competition Agreement, dated as of November 9, 2001, by and
between Thor Industries, Inc. and H. Coleman Davis, III.*
10.5 Non-Competition Agreement, dated as of November 9, 2001, by and
between Thor Industries, Inc. and Ronald Fenech.*
10.6 Non-Competition Agreement, dated as of November 9, 2001, by and
between Thor Industries, Inc. and William Fenech.*
10.7 Non-Competition Agreement, dated as of November 9, 2001, by and
between Thor Industries, Inc. and Robert Gaff, Jr.*
10.8 Non-Competition Agreement, dated as of November 9, 2001, by and
between Thor Industries, Inc. and Kim Price.*
10.9 Non-Competition Agreement, dated as of November 9, 2001, by and
between Thor Industries, Inc. and Tonja Lucchese.*
99.1 Press Release of Thor Industries, Inc., dated November 12, 2001.*
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*Filed herewith
(1) The schedules, exhibits and annexes to the Agreement and Plan of
Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K
and will be supplementally provided to the Securities and Exchange
Commission upon request.