-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fe2ZRLQXn1Pz746XegPV80HWaDkp1jCv73UsSMZ8GJibVmlt0w5pxbsruKw4miu4 QK3fA8tUZT6f5rs5yrgLhQ== 0000950152-07-008109.txt : 20071019 0000950152-07-008109.hdr.sgml : 20071019 20071019171614 ACCESSION NUMBER: 0000950152-07-008109 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070518 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071019 DATE AS OF CHANGE: 20071019 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: 071181764 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 l28362ae8vk.htm THOR INDUSTRIES, INC. 8-K Thor Industries, Inc. 8-K
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 18, 2007
Thor Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
         
Delaware   001-09235   93-0768752
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
     
419 West Pike Street,
Jackson Center, Ohio
  45334-0629
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code: (937) 596-6849
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     Effective October 15, 2007, the board of directors of Thor Industries, Inc. (the “Company”) promoted Richard E. Riegel, III from Group President to Chief Operating Officer. As the Company’s Chief Operating Officer, all of the Company’s operating divisions will report to Mr. Riegel.
     Mr. Riegel, 41, has been with the Company since May 1998. He served as Group President from August 2005 to October 2007. From April 2002 through August 2005, he served as President and CEO of Airstream, Inc., a subsidiary of the Company. From 1998 through April 2002, Mr. Riegel served as Vice President, Corporate Development of the Company. Mr. Riegel is the son-in-law of Wade F. B. Thompson, the Chairman, President, Chief Executive Officer and director of the Company.
     H. Coleman Davis, III served as Chief Operating Officer of the Company until Mr. Riegel’s promotion on October 15, 2007. Mr. Davis continues to serve as a member of the board of directors of the Company and Chairman of Keystone RV Company, the Company’s largest operating subsidiary.
     Ted J. Bartus resigned as Vice President, Purchasing of the Company effective May 18, 2007. In connection with his resignation, Mr. Bartus and the Company entered into a Resignation and Release, dated May 18, 2007. In accordance with the Resignation and Release, Mr. Bartus will receive aggregate cash severance payments of $100,000, payable in installments over a six month period.
     A copy of the Resignation and Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01     Financial Statements and Exhibits
(d) Exhibits
     
Exhibit Number
  Description
 
   
99.1
  Resignation and Release, dated May 18, 2007, between the Company and Ted Bartus

 


 

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.
 
           
 
           
Date: October 19, 2007   By:   /s/ Walter Bennett
         
 
      Name:
Title:
  Walter Bennett
Executive Vice President

 


 

EXHIBIT INDEX
     
Exhibit
Number
  Description
 
   
99.1
  Resignation and Release, dated May 18, 2007, between the Company and Ted Bartus

 

EX-99.1 2 l28362aexv99w1.htm EX-99.1 EX-99.1
 

EXHIBIT 99.1
RESIGNATION AND RELEASE
     This Resignation and Release is entered into the 18th day of May 2007, by and between THOR INDUSTRIES, INC. (“Thor”), and TED BARTUS (“Bartus”).
WITNESSETH:
     WHEREAS, Bartus and Thor have agreed that Bartus will resign his position with Thor effective May 18,2007;
     WHEREAS, each party wishes to maintain an amicable relationship with the other and agrees not to act inconsistently within the purposes of this Agreement and whereas the parties desire to fully settle and compromise their respective rights and obligations, both contractual and statutory, by entering into this Agreement.
     NOW, THEREFORE, in consideration of the covenants and conditions contained herein, the parties hereto agree as follows:
     (1) Resignation. Bartus hereby resigns as an employee of Thor effective May 18, 2007 (“Separation Date”).
     (2) Transition. Bartus shall make every attempt to transfer any necessary information to Thor management in order to have a smooth transition upon his departure. Bartus shall return all equipment and supplies to Thor on or before May 18, 2007. Thor shall provide Bartus with a written receipt of all tangible items returned to Thor.
     (3) Salary and Benefits. Thor will pay Bartus for any earned but unused vacation days as of May 18, 2007 and MIP (Management Incentive Plan) Discretionary Bonus through April 2007.
     (4) Severance Benefits. Thor agrees to pay Bartus the sum of One Hundred Thousand Dollars ($100,000.00) as severance to aid Bartus in transitioning to other employment even though there is no obligation on the part of Thor. Payments will be made in equal installments every two weeks on Thor’s regular pays following May 18th, 2007 until November 16, 2007.
     Bartus may elect to continue his current health insurance during that six-month period by having his normal portion of the premium deducted from his check. At the time Bartus discontinues Thor Health Insurance he will become eligible for COBRA.
     (5) Equity Compensation Matters. Stock Options. Thor acknowledges that Bartus remains eligible to exercise all vested stock options in accordance with the terms of Thor’s 1999 Stock Option Plan, and that the Separation Date shall be the date of “termination of employment” within the meaning of the 1999 Stock Option Plan and the stock option agreements issued pursuant to the terms thereof.

 


 

     (6) Release. In consideration of the terms and conditions of this Agreement, Bartus on behalf of himself, his heirs, administrators, executors, agents, and assigns, forever releases and discharges Thor and its officers, directors, employees, subsidiaries, affiliates, successors, and assigns from any and all charges, claims, demands, judgments, actions, causes of action, damages expenses, costs, attorney fees, and liabilities of any kind whatsoever, which Bartus has ever had, nor has, or may hereafter have against Thor for, or on account of, any matter, cause, or thing whatsoever which has occurred prior to the date of this agreement. This release includes, without limitation, all claims which are related to the employment of Bartus with Thor and the termination thereof, in all rights which Bartus has or may have under Title VII of the Civil Rights act of 1964, as amended by the Equal Employment Opportunity act of 1972; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967; the Miner Retirement Security Act, 29 U.S.C. § 1001 et seq.; 42 U.S.C. § 1981; the Older Workers Benefit Protection Act; the Americans with Disabilities Act; the Family and Medical Leave Act of 1993, and other federal and state statutes which regulate employment.
     (7) “(Former Employee)”. Bartus agrees not to disclose any confidential, proprietary, and/or trade secret Information of THOR to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever. Confidential and proprietary information shall mean such information not generally known to the public which has been created by or disclosed to Bartus as a consequence of Bartus’s employment by THOR. Trade Secret information is information covered by the Indiana Uniform Trade Secret Act.”
     “Bartus will exchange his personally owned computer and data storage equipment that was utilized in performing THOR work for similar, new equipment to be provided by (or paid for by) THOR. This exchange is being agreed to by the parties to further ensure the confidentiality of THOR confidential, proprietary and/or Trade Secret information referred to in the Agreement and Release.”
     (8) Non Solicitation. Bartus agrees not to solicit the employment of any administrative, supervisory or managerial Thor employee for a period of one year from the date of this agreement. Any violation of this provision of this agreement will reduce Bartus’ settlement by 100%. Bartus agrees to reimburse Thor accordingly if Bartus does not abide by the agreements set forth in the release.
     (9) Reference. Thor agrees to provide a reference for Bartus to any current Thor supplier.
     (10) Entire Agreement. This Agreement contains the entire agreement between the parties.
     (11) Free Act and Deed. Bartus states that he has carefully read this Agreement, knows the contents hereof, and that Bartus executed the same as his own free act and deed. Thor states that it has carefully read this Agreement, knows the contents thereof, and that it has executed the same as its own free act and deed.

 


 

     (12) Advice of Counsel. Bartus acknowledges that Thor has advised Bartus to consult with an attorney before executing this Agreement. Bartus acknowledges that he has had the opportunity to ask questions about each and every provision of this Agreement and that he fully understands the effect of the provisions contained herein and his legal rights.
     (13) Consideration and Revocation of Agreement. Bartus understands that he has twenty-one (21) days within which to consider signing this Agreement and that after signing and returning this Agreement, he may revoke his signature at any time before the expiration of seven (7) days after he signs and returns this Agreement. Bartus further acknowledges that he will not receive the benefit of the terms and conditions of this Agreement until after the seven (7) days expires.
     (14) General Provisions.
  a.   This Separation Agreement shall be governed by and construed in accordance with the laws of the State of Indiana.
 
  b.   The waiver of either party of a breech of any provision of the Separation Agreement shall not operate or be construed to be a waiver of any subsequent breech thereof.
 
  c.   It is agreed and understood that neither the offer nor any negotiations or proceedings connected herewith nor the execution of this Separation Agreement nor the payment of money shall constitute or be construed as an admission of any liability to, or the validity of, any claims whatsoever.
 
  d.   In the event of a breech of this capital agreement either party should be given a reasonable opportunity to cure the breech.
     IN WITNESS WHEREOF, this Resignation and Release has been executed on the date and year set forth above.
 
           
         
Ted Bartus
       
 
       
    THOR INDUSTRIES, INC.
 
       
 
       
 
  By:    
 
       
 
  Its:    
 
       

 

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