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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): September 2, 2003
Thor Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-9235 93-0768752
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
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 September 2, 2003, we completed our acquisition of the stock of Damon
Corporation, an Indiana corporation ("Damon"), pursuant to an Agreement and Plan
of Merger (the "Merger Agreement"), dated as of August 29, 2003, by and among
our company, Thor Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of our company ("Acquisition Subsidiary"), Damon and the
securityholders of Damon. Damon is engaged in the business of manufacturing and
marketing recreation vehicles, consisting of Class A motor coaches and
recreation park trailers at facilities in Indiana. Under the terms of the Merger
Agreement, Acquisition Subsidiary merged with and into Damon, and Damon
continued as the surviving corporation (the "Merger"). In addition, as part of
the Merger, certain members of management of Damon entered into non-competition
agreements with our company.
The purchase price paid by us for the acquisition of the stock of Damon was
approximately $29.7 million, which was payable in cash. In addition, promptly
following the closing of the Merger we intend to retire all of Damon's
outstanding indebtedness, other than its chassis financing arrangements. The
amounts to be paid by us were and will be funded from our cash on hand. The
merger consideration paid for the stock of Damon is subject to adjustment
following the completion of audited financial statements after the closing of
the Merger.
The purchase price for the Damon stock was determined during arm's-length
negotiations between representatives of our company and Damon and was based on
the sum of Damon's shareholders' equity, plus a premium of $13.5 million. The
calculation of the purchase price also included our estimate of Damon's future
earnings potential and the potential accretion to our profits as a result of the
addition of Damon's profits to our own, in each case assuming the continuation
of Damon's historical financial results.
At the closing of the Merger, a portion of the purchase price, consisting
of $3.5 million, was placed into escrow. This escrow was established to fund
purchase price adjustments and indemnity claims contemplated by the Merger
Agreement.
Damon 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 will be used in connection
with the operation of Damon's business of manufacturing recreation vehicles. We
intend to operate the assets acquired in a similar manner as Damon 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.
The Merger Agreement is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated by reference herein. Copies of the press releases
relating to the Merger that were issued by our company on August 19, 2003 and
September 2, 2003 are filed as Exhibits 99.1 and 99.2 to this Current Report on
Form 8-K, respectively, and are also 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
10.1 Agreement and Plan of Merger, dated as of August 29, 2003, by and
among Thor Industries, Inc., Thor Acquisition Corp., Damon Corporation
and certain securityholders of Damon Corporation named therein.*(1)
99.1 Press Release of Thor Industries, Inc., dated August 19, 2003.*
99.2 Press Release of Thor Industries, Inc., dated September 2, 2003.*
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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)
Date: September 3, 2003 /s/ Walter L. Bennett
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Name: Walter L. Bennett
Title: Chief Financial Officer
Index of Exhibits
10.1 Agreement and Plan of Merger, dated as of August 29, 2003, by and
among Thor Industries, Inc., Thor Acquisition Corp., Damon Corporation
and certain securityholders of Damon Corporation named therein.*(1)
99.1 Press Release of Thor Industries, Inc., dated August 19, 2003.*
99.2 Press Release of Thor Industries, Inc., dated September 2, 2003.*
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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.