0000921530-01-500213.txt : 20011101 0000921530-01-500213.hdr.sgml : 20011101 ACCESSION NUMBER: 0000921530-01-500213 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011031 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOR INDUSTRIES INC CENTRAL INDEX KEY: 0000730263 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 930768752 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09235 FILM NUMBER: 1771549 BUSINESS ADDRESS: STREET 1: 419 W PIKE ST CITY: JACKSON CENTER STATE: OH ZIP: 45334 BUSINESS PHONE: 9375966849 MAIL ADDRESS: STREET 1: 419 W PIKE STREET CITY: JACKSON CENTER STATE: OH ZIP: 45334 8-K 1 thor8k.txt ================================================================================ 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): October 31, 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 Jurisdiction of Identification No.) 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 ================================================================================ ITEM 2. Acquisition or Disposition of Assets See the press release attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired None. (b) Pro Forma Financial Information None. (c) Exhibits 99.1 Press Release of Thor Industries, Inc., dated October 31, 2001.* ----------- *Filed herewith 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) Date: October 31, 2001 /s/ Walter L. Bennett ----------------------------------- Name: Walter L. Bennett Title: Chief Financial Officer EX-99 3 thor8kexh99.txt EXHIBIT 99.1 THOR ---------- INDUSTRIES, INC. 419 WEST PIKE STREET * P.O. BOX 629 * JACKSON CENTER, OHIO 45334-0629 PHONE 937-596-6849 * FAX 937-596-6539 N E W S R E L E A S E Date: October 31, 2001 Contact: Wade F. B. Thompson or Peter B. Orthwein THOR TO PURCHASE KEYSTONE RV COMPANY. ------------------------------------- COMBINATION WILL MAKE THOR LARGEST TRAVEL TRAILER MANUFACTURER -------------------------------------------------------------- Thor Industries, Inc. (NYSE:THO) announced today that it has reached an agreement to acquire Keystone RV Company, Goshen, IN., the fastest growing company in the recreation vehicle industry, for approximately $145 million. The price will be paid 55% in cash and 45% in Thor common stock. The combined company will have sales of approximately $1.2 billion and will make Thor the largest manufacturer of travel trailers and fifth wheels, a major manufacturer of motorhomes, and the largest builder of small and mid-sized buses. Keystone, founded by H. Coleman Davis III in 1996, builds travel trailers and fifth wheels and is expected to have sales in 2001 of approximately $380 million, up from $246 million last year. Mr. Davis will continue as president of Keystone and Keystone's entire management team will continue with the company. "Keystone has a very strong management team which accounts for its extraordinary success over the past 6 years," said Wade F.B. Thompson, Thor chairman. "There are many opportunities for purchasing and other synergies between the companies. Despite RV industry shipments being down 16% this year, Keystone sales are up 65% through September," he added. "We look forward to being a key part of Thor's continuing growth," said Mr. Davis. "The merger creates the #1 company in travel trailers and fifth wheels with 25% of the market. Thor has the best long-term record in the RV industry. It is the only public RV company that has been profitable every year since its founding in 1980 and it provides Keystone with the resources to continue our aggressive growth strategy," he added. The transaction is expected to close by November 9, 2001 and is subject to customary conditions. This release includes "forward-looking statements" that involve uncertainties and risks. There can be no assurance that actual results will not differ from the Company's expectations. Factors which could cause materially different results include, among others, the completion of the transaction, future financial performance, cost structure improvements, competitive and general economic conditions, and the other risks set forth in the Company's filings with the Securities and Exchange Commission. The "forward-looking statements" represent the judgement of Thor's management as of the date of this release and Thor disclaims any intent or obligation to update any "forward-looking statements".