SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<Table>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
</Table>
THOR INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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 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 10, 2002
The 2002 Annual Meeting of Stockholders of Thor Industries, Inc. (the "Company")
will be held at 230 Park Avenue, Suite 618, New York, N.Y., on December 10,
2002, at 1:00 p.m., local time, for the purpose of considering and voting upon
the following:
(1) The election of two directors and
(2) 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 21, 2002 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 31, 2002
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 2002 Annual Meeting of Stockholders to be held at 230 Park Avenue, Suite
618, New York City, on December 10, 2002, 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 the accompanying form of proxy
are being sent to stockholders on October 31, 2002.
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 the 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 21, 2002 are entitled to notice of and to vote at
the Meeting or any adjournment thereof. As of that date, 28,486,297 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. 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.
A copy of the Company's Annual Report for the fiscal year ended July 31, 2002,
("fiscal 2002") 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. Neil D. Chrisman and Alan Siegel currently serve as Class C
directors; their terms expire in 2003. Peter B. Orthwein and William Tomson
currently serve as Class B directors; their terms expire in 2004. Wade F. B.
Thompson and Jan H. Suwinski currently serve as Class A 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. Thompson and Suwinski have decided to stand for re-election as Class A
directors. Following such elections, Messrs. Thompson and Suwinski will serve on
the board until the annual meeting in 2005 and until their successors are duly
elected and qualified.
2
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
- -------------------------------------------------------------------------------------------------------
Wade F. B. Thompson 62 Chairman, President and Chief Executive Officer 1980
- -------------------------------------------------------------------------------------------------------
Jan H. Suwinski 61 Professor of Business Operations 1999
Samuel Curtis Johnson Graduate School of
Management, Cornell University
The Company recommends that you vote FOR Proposal #1.
BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS
- -------------------------------------------------------
Wade F. B. Thompson, age 62, 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 57, 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 56, has been with the Company and its predecessor 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 63, 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 36, has been with the Company since July 1998 and now
serves as President of Airstream Inc., a subsidiary of the Company. Mr. Riegel
served as Vice President of Corporate Development from 1998 to May 2002. 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 65, 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 67, who became a Director in September 1983, has been a partner
in the law firm of Akin Gump Strauss Hauer & Feld LLP since August 1995. Mr.
Siegel is also a Director of The Wet Seal, Inc. and Ermenegildo Zegna
Corporation.
Jan H. Suwinski, age 61, who was appointed as a Director in July 1999, has been
a Professor of Business Operations at the Samuel Curtis Johnson Graduate School
of Management, Cornell University since 1997. From 1990 to 1996, Mr. Suwinski
was Executive Vice President, Opto Electronics Group at Corning, Incorporated
and Chairman of Siecor, a Siemens/Corning joint venture. Mr. Suwinski is a
Director of Tellabs, Inc. and Ohio Casualty Group.
William C. Tomson, age 66, who became a Director in June 1988, is the Vice
Chairman of Board Member, Inc. Mr. Tomson has been with the firm for the past
ten years. Board Member, Inc. publishes Bank Director and Corporate Board Member
magazines.
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
3
presented by management at Board meetings. The entire Board met or took action
by unanimous consent seven times during fiscal 2002.
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 met three times during fiscal 2002. The Audit
Committee met four times during fiscal 2002 and had private meetings with the
Chief Financial Officer, the internal audit manager, and the outside audit
partners. The Compensation Committee of the Board was established in September
2002 and is composed of Messrs. Thompson, Orthwein and Tomson. The Company does
not have a standing nominating committee. The Company is aware of recent New
York Stock Exchange Rules regarding the establishment and composition of
nominating and compensation committees and expects to fully comply with these
rules.
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 2002.
OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding the Common Stock
beneficially owned as of October 21, 2002, by each person known by the Company
to be the beneficial owner of more than five percent (5%) of the Common Stock,
by each director of the Company, each executive officer of the Company named in
the Summary Compensation Table below, and such executive officers and directors
of the Company as a group. As of October 21, 2002 there were 28,486,297 shares
of Common Stock outstanding.
BENEFICIAL OWNERSHIP (1)
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT
- ----------------------------------------------------------------------------------------------------------------
Wade F. B. Thompson...................................................8,799,360 .............. 30.9%
419 West Pike Street
Jackson Center, Ohio 45334-0629
Peter B. Orthwein.....................................................1,216,600 (2) (3)....... 4.3%
419 West Pike Street
Jackson Center, Ohio 45334-0629
Walter L. Bennett........................................................19,917 (4)........... *
419 West Pike Street
Jackson Center, Ohio 45334-0629
Clare G. Wentworth.......................................................27,917 (5)........... *
419 West Pike Street
Jackson Center, Ohio 45334-0629
Richard E. Riegel III.....................................................8,423 (6)........... *
419 West Pike Street
Jackson Center, Ohio 45334-0629
Alan Siegel.............................................................599,345 (7)........... 2.1%
419 West Pike Street
Jackson Center, Ohio 45334-0629
Neil D. Chrisman..........................................................8,666 (8)........... *
419 West Pike Street
Jackson Center, Ohio 45334-0629
Jan H. Suwinski..........................................................10,666 (9)........... *
419 West Pike Street
Jackson Center, Ohio 45334-0629
4
William C. Tomson........................................................17,166 (10).......... *
419 West Pike Street
Jackson Center, Ohio 45334-0629
First Pacific Advisors, Inc...........................................3,121,800 (11).......... 11.0%
1140 West Olympia Blvd.
Los Angeles, CA 90064
FMR Corporation.......................................................3,024,180 (11).......... 10.6%
82 Devonshire Street E14B
Boston, MA 02109-3614
Royce & Associates, Inc...............................................1,452,100 (11).......... 5.1%
1414 Avenue of the Americas
New York, NY 10019
All directors and executive officers as a group (nine persons).......10,708,060 (12).......... 37.5%
* 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) Includes 28,000 shares owned by Mr. Orthwein's wife, 62,000 shares owned of
record by a trust for the benefit of Mr. Orthwein's children, of which Mr.
Orthwein is a trustee, 15,000 shares owned of record by a trust for the
benefit of Mr. Orthwein's half brother, of which Mr. Orthwein is a trustee,
and 70,500 shares of record owned by Mr. Orthwein's minor children for
which Mrs. Orthwein acts as custodian.
(3) Does not include 47,000 shares owned of record by Mr. Orthwein's adult
children, as to which Mr. Orthwein disclaims beneficial ownership.
(4) Includes 12,125 non-vested restricted shares and options to acquire 6,667
shares under the 1999 Stock Option Plan which vest November 3, 2002.
(5) Includes 7,125 non-vested restricted shares and options to acquire 6,667
shares under the 1999 Stock Option Plan which vest November 3, 2002.
(6) Does not include 136,840 shares held by Mr. Riegel's wife, as to which Mr.
Riegel disclaims beneficial ownership of such shares. Includes 2,800
non-vested restricted shares and options to acquire 3,667 shares under the
1999 Stock Option Plan of which 334 are vested and 3333 vest November 3,
2002.
(7) Includes (i) 294,312 shares owned of record by a trust for the benefit of
Mr. Thompson's adult children, of which Mr. Siegel is sole trustee and (ii)
301,700 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. Mr Siegel
disclaims beneficial ownership of such shares. Also includes options to
acquire 3,333 shares under the 1999 Stock Option Plan which vest November
3, 2002.
(8) Includes options to acquire 6,666 shares under the 1999 Stock Option Plan
of which 3,333 are vested and 3,333 vest November 3, 2002.
(9) Includes options to acquire 6,666 shares under the 1999 Stock Option Plan
of which 3,333 are vested and 3,333 vest November 3, 2002.
(10) Includes options to acquire 6,666 shares under the 1999 Stock Option Plan
of which 3,333 are vested and 3,333 vest November 3, 2002.
(11) The number of shares shown for First Pacific Advisors, Inc. is based on a
Schedule 13G filed on February 14, 2002. The number of shares shown for FMR
Corp. is based on a Schedule 13G filed on May 10, 2002. The number of
shares shown for Royce & Associates, Inc. is based on a Schedule 13G filed
on February 12, 2002.
(12) Includes 294,312 shares and 301,700 shares as noted in footnotes 2 and 3
above. Also includes 40,332 shares issuable under stock options which are
currently exercisable or will become exercisable on November 3, 2002.
5
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 2002 $ 271,584 $ 730,000 - - $ 182,538
Chief Executive Officer 2001 $ 284,878 $ 320,000 - - $ 183,514
Chairman, President 2000 $ 284,615 $ 475,000 - - $ 184,287
- -------------------------------------------------------------------------------------------------------------------
Peter B. Orthwein 2002 $ 101,032 $ 500,000 - - $ 41,566
Vice Chairman, Treasurer 2001 $ 100,552 $ 175,000 - - $ 41,118
2000 $ 95,385 $ 175,000 - - $ 41,749
- -------------------------------------------------------------------------------------------------------------------
Walter L. Bennett 2002 $ 91,032 $ 510,000 10,000 $ 119,800 $ (6,693)
Senior Vice President, Chief 2001 $ 90,552 $ 312,000 20,000 $ 15,285 $ 4,172
Financial Officer, Secretary 2000 $ 90,000 $ 390,000 - $ 19,500 $ 19,650
- -------------------------------------------------------------------------------------------------------------------
Clare G. Wentworth 2002 $ 91,584 $ 504,000 10,000 $ 25,875 $ (3,857)
Senior Vice President 2001 $ 91,584 $ 307,000 20,000 $ 15,285 $ 6,661
2000 $ 90,000 $ 385,000 - $ 19,500 $ 31,173
- -------------------------------------------------------------------------------------------------------------------
Richard E. Riegel, III 2002 $ 70,216 $ 280,000 7,000 $ 40,099 -
Vice President, 2001 $ 70,192 $ 132,000 10,000 $ 6,114 -
Corporate Development 2000 $ 70,000 $ 151,000 - - -
(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 amounts in this column for Messrs. Thompson and Orthwein represent
payments made by the Company under 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. Until such time as the Company determines whether the foregoing
split dollar life insurance arrangement constitutes a loan, the Company
will not make further payments under such arrangement.
(3) During 2002 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 $25.72 per share. These options are exercisable
on a one third basis on July 23, 2003, 2004 and 2005. The grants in 2001
have been adjusted to reflect the Company's 2 for 1 stock split effective
July 8, 2002.
(4) The numbers in this column represent the value of restricted stock grants
during fiscal years 2002, 2001 and 2000 calculated by multiplying the
number of shares of restricted stock granted by the share price on the date
of grant. As of July 31, 2002, Mr. Bennett held 13,250 shares and Mr.
Wentworth held 8,250 shares of restricted stock which were granted under
the Thor Industries, Inc. Restricted Stock Plan which had a total value of
$400,282 and $249,232 respectively at July 31, 2002. As of July 31, 2002,
Mr. Riegel held 2,800 shares of restricted stock which were granted under
the Thor Industries, Inc. Restricted Stock Plan which had a total value of
$84,588 at July 31, 2002. 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.
6
(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 2002 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 Potential Realizable
Total Value At Assumed
No. of Option Annual Rates of Stock
Securities Granted to Price Appreciation for
Underlying Employees Exercise Option Term (2)
Options in Fiscal or Base ---------------
Name Granted (1) Year Price Expiration Date 5% 10%
---- ----------- ---- ----- --------------- --- ---
Wade F. B. Thompson -- -- -- -- -- --
Peter B. Orthwein -- -- -- -- -- --
Walter L. Bennett 10,000 6.0% $25.72 July 23, 2012 $161,752 $409,911
Clare G. Wentworth 10,000 6.0% $25.72 July 23, 2012 $161,752 $409,911
Richard E. Riegel, III 7,000 4.2% $25.72 July 23, 2012 $113,226 $286,937
(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 2002. The table also shows the
number and value of unexercised options held by these officers as of July 31,
2002.
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
AND OPTION VALUES AT JULY 31, 2002
Number of Securities Underlying Value of Unexercised In-the-
Shares Unexercised Options at Money Options At
acquired on Value Fiscal Year End Fiscal Year End
Name exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable (1)
---- ----------- ----------- ------------------------------- -----------------------------
Wade F. B. Thompson -- $ -- -- /-- $ -- /$ --
Peter B. Orthwein -- $ -- -- /-- $ -- /$ --
Walter L. Bennett 3,333 $ 82,325 -- / 23,334 $ -- /$ 314,380
Clare G. Wentworth 8,333 $208,541 -- / 23,334 $ -- /$ 314,380
Richard E. Riegel, III 1,500 $ 48,900 334 / 13,668 $6,750 /$ 166,190
(1) Represents the market value of shares underlying "in-the-money" options on
July 31, 2002 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.
DIRECTOR COMPENSATION
Directors who are not employees of the Company are paid $6,000 per board 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. In addition, directors are awarded non-incentive stock options
from time to time under the Company's 1999 Stock Option Plan, including a grant
of 5000 options to each director in July 2002.
7
REPORT ON EXECUTIVE COMPENSATION
The company intends to comply with applicable New York Stock Exhange rules
regarding the establishment and composition of its Compensation Committee. In
the past, 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 pre-tax profits in excess of targets established
by the Company's Chief Executive Officer. In accordance with this policy,
Messrs. Thompson and Orthwein have jointly made 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
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company did not have a separate compensation committee until September 2002
at which time a committee consisting of Messrs. Thompson, Orthwein and Tomson
was established to review and approve bonuses for the fiscal year ended July 31,
2002, including those of Messrs. Thompson and Orthwein.
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 fee of $168,000 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, LLP, which provides outside counsel to the Company.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table provides information as of July 31, 2002 about the Company's
Common Stock that may be issued upon the exercise of options, warrants and
rights granted to employees or members of the Board of Directors under all the
Company's existing equity compensation plans, including the 1988 Stock Option
Plan, the 1999 Stock Option Plan and the Thor Industries, Inc. Restricted Stock
Plan.
Number of securities
Number of securities remaining available for
to be issued Weighted-average future issuance under
upon exercise of exercise price of equity compensation plans
outstanding options, outstanding options, (excluding securities
Plan Category warrants and rights warrants and rights reflected in column (a))
- ------------- -------------------- -------------------- ------------------------
(a) (b) (c)
Equity compensation plans
approved by security
holders........................ 422,356 $16.90 519,000
Equity compensation plans
not approved by
security holders............... 0 NA 230,975
--------------------------------------------------------------------------
Total............................... 422,356 $16.90 749,975
==========================================================================
8
1999 STOCK OPTION PLAN
The Thor Industries, Inc. 1999 Stock Option Plan (the "1999 Plan") was adopted
by the Company's Board of Directors in July 1999 and by the Company's
shareholders in September 1999. The purpose of the Plan is to enhance the
ability of the Company and its subsidiaries to attract and retain employees and
directors of outstanding ability and to provide employees and directors with an
interest in the Company parallel to that of the Company's shareholders. The 1999
Plan is administered and managed by the Stock Option Committee of the Board of
Directors (the "Committee").
The Common Stock subject to the options granted under the 1999 Plan will be
authorized by unissued shares of Common Stock of the Company, $0.10 value, or
shares reacquired by the Company in any manner. The aggregate number of shares
of Common Stock which may be acquired upon the grant of options under the 1999
Plan will not exceed 1,000,000, subject to adjustment in certain circumstances.
If any option granted under the 1999 Plan expires or terminates for any reason
without having been exercised in full or ceases for any reason to be exercisable
in whole or in part, the unpurchased shares subject to such option shall again
be available for grant under the 1999 Plan. Subject to adjustment, no employee
may be granted an option to acquire more that 500,000 shares of Common Stock in
any one year.
Employees and directors of the Company and its subsidiaries are eligible to
receive grants of options under the 1999 Plan. Eligible participants may be
granted both nonqualified stock options ("Nonqualified Stock Options") and
"incentive stock options" ("ISOs" and, together with Nonqualified Stock Options,
"Options"), provided that only employees of the Company and its subsidiaries may
receive ISOs. The exercise price per share of the shares of Common Stock to be
purchased pursuant to any Option shall be fixed by the Committee at the time
such Option is granted. In no event shall the exercise price for ISOs be less
that the fair market value of a share on the day on which the ISO is granted
(110% of the fair market value in the case of an ISO granted to an employee
owning stock with more that 10% of the total combined voting power of all
classes of stock of the Company or its subsidiaries (a "10% Shareholder")).
Subject to termination, the duration of each Option will be determined by the
Committee, but may not exceed 10 years from the date of grant; provided,
however, that in the case of ISOs granted to 10% Shareholders, the term of such
Option shall not exceed 5 years from the date of grant. An Option will be
exercisable by the Option holder at such rate and times as may be determined by
the Committee at or subsequent to the time of grant. Each Option may be
exercised in whole or in part by giving written notice of exercise to the
Company. Payment in full of the Option exercise price will be made upon delivery
of such notice in cash or through additional methods, if any, prescribed by the
Committee. Options are assignable or transferable only in limited circumstances.
Upon the occurrence of a Change in Control (as defined in the 1999 Plan), all
Options will automatically become vested and exercisable in full and all
restrictions or conditions, if any, on any Options will automatically lapse.
Under certain circumstances, in the event option holders engage in certain
prohibitive behavior, options can be forfeited at the discretion of the
Committee. In addition, any gains realized by option holders may have to be
repaid under certain circumstances.
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 300,000 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
9
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. The Stock Plan contains
non-competition and non-solicitation provisions which restrict recipients from
competing with the Company. Non-compliance with such provisions will result in
the forfeiture of non vested benefits.
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 chosen by the Board of Directors,
which is currently 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 Administrative Committee will designate those employees of the Company
(which may include employees of any subsidiary or affiliate thereof) 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 Administrative Committee 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 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, 1997
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, 2002. 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.
10
PERFORMANCE GRAPH
THOR INDUSTRIES, INC. COMMON STOCK
COMPARISON OF CUMULATIVE TOTAL RETURN
7/31/1997 7/31/1998 7/30/1999 7/31/2000 7/31/2001 7/31/2002
---------------------------------------------------------------------
Thor Industries Inc 100.00 150.88 178.21 142.79 209.80 368.16
Peer Group 100.00 119.37 148.92 84.35 180.12 290.55
S&P 500 Composite Index 100.00 119.21 143.27 156.11 133.77 102.19
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. The Board of
Directors has adopted a charter for the Audit Committee.
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. The Audit Committee also met privately on a quarterly
basis. 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, 2002 with the Company's management and Deloitte & Touche LLP ("Deloitte
& Touche"), the Company's 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 foregoing reports and discussions and subject to the limitations on
the role and responsibilities of the Committee referred to above and in the
Charter of the Audit Committee, 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 Company's Annual Report on
Form 10-K for the fiscal year ended July 31, 2002.
11
Each of the members of the Audit Committee is independent as defined under the
listing standards 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
fiscal year 2002 were:
- - Audit Fees: $453,000 for services rendered for the annual audit of the
Company's consolidated financial statements for fiscal year 2002 and the
quarterly reviews of the financial statements included in the Company's
Form 10-Q's.
- - Financial Information Systems Design and Implementation Fees: No
Expenditures.
- - All Other Fees: $1,514,000 for tax related services including US federal
and State returns, international returns, tax examinations assistance and
tax planning. $280,000 for forensic services relating to an on-going
lawsuit, $172,000 for audit services related to the Company's acquisition
of Keystone RV Company, and $51,000 primarily for audit of 401k and benefit
plans. The Audit Committee has determined that these non-audit services are
compatible with maintaining the principal accountant's independence.
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 2002, except that Mr.
Wentworth, an executive officer, failed to file on a timely basis a Form 4 for
July 2002 to report two transactions. The two transactions were on a Form 4 in
August 2002.
STOCKHOLDER PROPOSALS
Proposals by stockholders that are intended to be presented at the 2003 Annual
Meeting must be received by the Company on or before July 2, 2003.
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 16, 2003, 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
[THOR INDUSTRIES, INC. LOGO]
419 West Pike Street - Jackson Center, Ohio 45334-0629 - (937) 596-6849
12
PROXY - THOR INDUSTRIES, INC.
ANNUAL MEETING OF STOCKHOLDERS, DECEMBER 10, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Thor Industries, Inc. hereby appoints Wade F. B.
Thompson and Peter B. Orthwein, or each of them, with the 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 10, 2002, and any
adjournments thereof, hereby revoking any proxy heretofore given, notice of
which meeting and related proxy statement have been received by the undersigned.
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
Proposal #1.
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. LOGO]
Holder Account Number
Use a BLACK pen. Mark with
an X inside the grey areas Mark this box with an X if you have made
as shown in this example. [ X ] [ ] changes to your name or address details above.
______________________________________________________________________________________________________________________________
ANNUAL MEETING PROXY CARD
______________________________________________________________________________________________________________________________
A ELECTION OF DIRECTORS: CLASS A TERM EXPIRES 2005
1. The Board of Directors recommends a vote FOR the listed nominees.
FOR WITHHOLD
01 - Wade F. B. Thompson
02 - Jan H. Suwinski
2. In their discretion, upon the transaction of such
other business as may properly come before
the meeting.
YOUR VOTE IS IMPORTANT.
PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
B AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR INSTRUCTIONS TO BE EXECUTED.
NOTE: Stockholder(s) should sign here exactly as name appears hereon.
Signature 1 - Please keep signature within the box Signature 2 - Please keep signature within the box Date (mm/dd/yyyy)
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