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Thor Industries Inc · DEF 14A · For 12/4/95

Filed On 10/27/95 · SEC File 1-09235 · Accession Number 730263-95-21

  As Of               Filer                 Filing     On/For/As Docs:Pgs

10/27/95  Thor Industries Inc               DEF 14A    12/04/95    1:10

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material                10     53K 

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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 (Amendment No.          )

Filed by the registrant  /X/                                                    
Filed by a party other than the registrant  / /                                 
Check the appropriate box:                                                      
/ /  Preliminary proxy statement                                                
/X/  Definitive proxy statement                                                 
/ /  Definitive additional materials                                            
/ /  Soliciting material pursuant to Rule 14a-11 (c) or Rule 14a-12             

 THOR INDUSTRIES, INC.
----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

 THOR INDUSTRIES, INC.
----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the Appropriate box):                              

/X/  $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).    

/ /  $500 per each party to the controversy pursuant to Exchange Act            
Rule 14(i)(3).                                                        

/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.   
(1)  Title of each class of securities to which transaction applies:            

----------------------------------------------------------------------------    

(2)  Aggregate number of securities to which transactions applies:              

----------------------------------------------------------------------------    

(3)  Per unit price or other underlying value of transaction computed           
pursuant to Exchange Act Rule 0-11:1                                            

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(4)  Proposed maximum aggregate value of transaction:                           

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/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) previous filing by registration statement number, or the form or
schedule and the date of its filing.                                  

(1)  Amount previously paid:                                                    

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(2)  Form, schedule or registration statement no.:                              

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(3)  Filing party:                                                              

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(4)  Date filed:                                                                

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1 Set forth the amount on which the filing fee is calculated and state how it   
was determined.                                                             

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THOR INDUSTRIES, Inc.         

419 West Pike Street Jackson Center, Ohio 45334           

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS          
----------------------------------------          
December 4, 1995          

The 1995 Annual Meeting of Stockholders of Thor Industries, Inc., will          
be held at 230 Park Avenue, Suite 618, New York, N.Y., on December 4,           
1995, at 1:00 p.m., local time, for the purpose of considering and              
voting upon the following:                                                      

(1) The election of two directors to serve until the                
Annual Meeting of Stockholders in 1998;                     

(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 20,  1995,           
will be entitled to vote at the meeting.                                        

The Company does not expect that representatives of Deloitte & Touche           
LLP, its principal accountant, 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            
any stockholder.                                                                

IF YOU DO NOT 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 28, 1995                                                                

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THOR INDUSTRIES, Inc.             

419 West Pike Street Jackson Center, Ohio 45334           

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 1995 Annual Meeting of Stockholders to         
be held on December 4, 1995, and any adjournment thereof.  The cost of          
such solicitation is being borne by the Company. This proxy statement           
and accompanying form of proxy have been provided to stockholders as            
of October 28, 1995.                                                            

A proxy in the form accompanying this proxy statement that is properly          
executed, duly returned to management and not revoked prior to the              
Meeting will be voted in accordance with 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 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 20,             
1995, are entitled to notice of and to vote at the Meeting or any               
adjournment thereof. As of that date, 8,896,008 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 a vote 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 with respect to such matters abstentions and  broker          
non-votes do not have the effect of votes in opposition.                        

A copy of Company's Annual Report  for the fiscal year ended July  31,          
1995, ("fiscal 1995") is being sent to each stockholder of record               
herewith. The Annual Report is not to be considered a part of this              
proxy soliciting material.                                                      

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Proposal #1                                                                     

Election of Directors-------------------------------------------------          
In accordance with the Certificate of Incorporation of the Company as           
amended in 1987, two Class B directors, Messrs. Orthwein and Tomson,            
have decided to stand for re-election. Following such election, their           
term of office will extend through the annual meeting in 1998.                  

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 management does not now           
anticipate), the shares represented by proxies will be voted, unless            
authority is withheld, for such other person as may be designated by            
the management.                                                                 

The nominees are now directors of the Company and have served                   
continuously since their first election to the Board.                           

                                                                · Download Table


                                                            First Became Director
Nominee              Age   Principal Occupation                of the Company    
---------------------------------------------------------------------------------
                                                                                 
Peter B. Orthwein    50    Vice Chairman and Treasurer of the Company       1980 
---------------------------------------------------------------------------------
William C. Tomson    59    Executive Vice President, FISI-Madison Financial 1988 
---------------------------------------------------------------------------------

Business Experience of Directors and Executive Officers---------------          
Wade F. B. Thompson, age 55, has been the President and Chief                   
Executive Officer and a Director of the Company since its founding. He          
currently serves as Chairman, President, Chief Executive Officer and            
Director of the Company.                                                        

Peter B. Orthwein, age 50, has served as Chairman of the Board,                 
Treasurer and a Director of the Company since its founding.  He                 
currently serves as Vice Chairman, Treasurer and Director of the                
Company.                                                                        

Alan Siegel, age 60, who became a Director in September, 1983, is an            
attorney and has been practicing law for more than five years.  Mr.             
Siegel is a Director of The Wet Seal, Inc.,  and Ermenegildo  Zegna             
Corporation.                                                                    

William C. Tomson, age 59, who became a Director in June, 1988, is              
Executive Vice President of FISI-Madison Financial Corporation. He is           
also President of Marketing Outlooks, Inc., with which he has been              
associated since its founding in 1973 as a founder, senior officer and          
director.                                                                       

Walter L. Bennett, age 49, has been with Airstream since July, 1977.            
He became Vice President-Finance of Airstream, Inc., in September,              
1980; Vice President-Finance of the Company in September, 1983; and             
Chief Administrative Officer of the Company in November, 1985, and              
Senior Vice President of the Company in February, 1989.                         

Clare G. Wentworth, age 56, has been with the Company since April,              
1991, as its Vice President, Purchasing.  He became Senior Vice                 
President of the Company in March, 1993. Prior to joining the Company,          
he served as President and Vice President-Motor Home and Bus Division           
of Champion Motor Coach, Inc., a subsidiary of Champion Enterprises,            
Inc., and its predecessors for 3 1/2 and 4 years, respectively.                 

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Board of Directors, Committees and Attendance at Meetings-----------            
Three classes of directors of the Company were elected at the Annual            
Meeting in 1987 and will hold office until the annual meeting of                
stockholders in the year in which the class term expires and until              
their successors have been duly elected and qualified. The Company's            
by-laws provide that the Board of Directors may increase the number of          
directors up to a maximum of 15.                                                

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 presented by          
management at Board meetings. The entire  Board met or took action by           
unanimous consent 4 times during fiscal 1995.                                   

The Stock Option Committee of the Board is composed of Messrs.                  
Orthwein, Siegel and Thompson; Messrs. Orthwein and Siegel constitute           
the Audit Committee.  The Stock Option Committee and the Audit                  
Committee did not meet during fiscal 1995. The Company does not have a          
standing nominating committee.                                                  

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 1988 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.                                                   

Directors who are not employees of the Company are paid $2,000 per              
directors' meeting attended, plus expenses. No separate compensation            
is paid for attendance at committee meetings.                                   

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Ownership of Common Stock---------------------------------------------          
The following table sets forth certain information regarding the                
Common Stock owned as of October 20, 1995, by each person known by the          
Company to be the beneficial owner of more than 5% of the Common Stock          
and by all directors and executive officers of the Company as a group.          

                        Beneficial Ownership (1)
Name and Address of Beneficial Owner       Number of Shares         Percent     
---------------------------------------------------------------------------     
Wade F. B. Thompson .........................3,273,512 (2) ...........36.8%     
419 West Pike Street                                                            
Jackson Center, Ohio  45334                                                     

Peter B. Orthwein ...........................480,550 (3) (4) (5)...... 5.4%     
419 West Pike Street                                                            
Jackson Center, Ohio  45334                                                     

First Pacific Advisors .......................768,500 (6) .............8.6%     
11400 West Olympia Blvd.                                                        
Los Angeles, CA 90064                                                           

Capital Growth Management ....................442,800 (6) .............5.0%     
One International Plaza                                                         
Boston, MA 02110                                                                

All directors and executive officers                                            
as a group (seven persons)....................4,039,343 (7) ...........45.4%    

(1)Except as otherwise indicated, the persons in the table have sole        
voting investment power with respect to all shares of Common Stock    
shown as beneficially owned by them.                                  

(2)Does not include 148,750 shares owned of record by a trust for           
the benefit of Mr. Thompson's children, of which Alan Siegel is       
sole trustee.                                                         

(3)Does not include 112,500 shares owned of record by a trust for           
the benefit of Mr. Orthwein's children, of which Alan Siegel is       
co-trustee and as to which he does not have sole voting power.        

(4)Includes 4,700 shares owned by Mr. Orthwein's wife, 20,000 shares        
owned of record by a trust for the benefit of Mr. Orthwein's          
children, of which Mr. Orthwein is a trustee and 12,800 shares of     
record owned by Mr. Orthwein's children for which either Mr. or       
Mrs. Orthwein act as custodian.                                       

(5)Does not include 3,200 shares owned of record by Mr. Orthwein's          
daughter, as to which Mr. Orthwein disclaims beneficial ownership.    

(6)Based on Disclosure Database 10-06-95.                                   

(7)Includes 148,750 shares and 112,500 shares as noted in footnotes         
2 and 3 above.                                                        

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Executive Officers' Remuneration--------------------------------------          
Information is furnished below concerning the compensation of the               
Chief Executive Officer and the four highest paid executive officers            
of the Company who earned more than $100,000 in salary and bonuses for          
the last three fiscal years.                                                    

                                                        · Enlarge/Download Table


                      Summary Compensation Table                                                       

                                     Annual                             Long-term          All Other   
                                     Compensation                       Compensation       Compensation
                                                                                            (2) (3)    

                                                                         Securities                    
                                                                         Underlying                    
Name and Principal Position      Year    Salary          Bonus (1)       Options (#)                   
--------------------------------------------------------------------------------------------------     
                                                                                                       
Wade F. B. Thompson              1995    $ 200,000       $100,000             -         $ 185,763      
Chairman, President,             1994      180,769        200,000             -           186,029      
Chief Executive Officer          1993       75,000              -             -           186,000      
--------------------------------------------------------------------------------------------------     
Peter B. Orthwein                1995       70,000         50,000             -            41,730      
Vice Chairman, Treasurer         1994       66,923        100,000             -            41,800      
                                 1993       50,000              -             -            42,000      
--------------------------------------------------------------------------------------------------     
C. David Hoefer (4)              1995      250,000      1,910,277             -            70,500      
Group President                  1994      250,000      2,247,285             -            70,500      
Dutchmen Manufacturing, Inc.     1993      250,000      2,059,728             -            70,500      
and Four Winds International                                                                           
--------------------------------------------------------------------------------------------------     
Walter L. Bennett                1995       75,000        157,000             -               843      
Senior Vice President            1994       75,000        167,000             -               951      
Chief Administrative Officer     1993       75,000        118,000             -             1,235      
--------------------------------------------------------------------------------------------------     
Clare G. Wentworth               1995       75,000        157,000             -                 -      
Senior Vice President            1994       75,000        167,000             -                 -      
                                 1993       75,000        113,000             -                 -      
--------------------------------------------------------------------------------------------------     

(1)Messrs. Bennett's, Wentworth's, Thompson's and Orthwein's                
bonuses are based on the Company's net income before taxes. Mr        
Hoefer's bonus was a contractual performance bonus pursuant to an     
agreement based on a percentage of pre-tax profit of Dutchmen and     
Four Winds.                                                           

(2)The Company and Messrs. Thompson and Orthwein entered into 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.                        

(3)Mr. Bennett earns interest in a frozen account of the Airstream,         
Inc., Profit Sharing Plan.  As of July 31, 1995, approximately        
$19,047 was fully vested in Mr. Bennett's account.                    

(4)On September 27, 1995, the Company and Mr. Hoefer entered into  a        
separation agreement under which Mr. Hoefer was paid $2,000,000 in    
full settlement of his base salary, incentive bonus and deferred      
compensation contracts with Dutchmen and Four Winds.  These           
contracts had terms expiring July 31, 1996, and July 31, 1997,        
respectively. Mr.  Hoefer will still be subject to certain non-       
competition, non-disclosure and non-solicitation covenants which      
survive the termination of the employment contracts.                  

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Options Held and Year End Values--------------------------------------          
The following table contains information on stock options held by the           
Company's Executive Officers noted above.  No grants were made during           
Fiscal 1995.                                                                    

                                                        · Enlarge/Download Table

                                                           Number of                                          
                                                            Options                      Value of Unexercised 
                         Shares Acquired      Value        @ 7-31-95                     In-The-Money Options 
Name                     on Exercise (#)     Realized ($)  Exercisable/ Unexercisable        @ 7-31-95 ($)    
--------------------------------------------------------------------------------------------------------------
                                                                                                              
Wade F. B. Thompson        -0-                 N/A            -0-                              N/A            
--------------------------------------------------------------------------------------------------------------
Peter B. Orthwein          -0-                 N/A            -0-                              N/A            
--------------------------------------------------------------------------------------------------------------
C. David Hoefer            -0-                 N/A           30,000/-0-                      $16,350          
--------------------------------------------------------------------------------------------------------------
Walter L. Bennett          -0-                 N/A            -0-                              N/A            
--------------------------------------------------------------------------------------------------------------
Clare G. Wentworth         -0-                 N/A            -0-                              N/A            
--------------------------------------------------------------------------------------------------------------

Performance Graph                                                               

The performance graph set forth below compares the cumulative total             
stockholder returns on Thor's Common Stock (assumes $100 invested on            
July 31, 1990, 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 Thor whose primary business is recreation                 
vehicles for the five year period ended July 31, 1995. The peer group           
consists  of  the  following  companies: Coachmen Industries, Inc.;             
Fleetwood Enterprises, Inc.; Kit Manufacturing Company, and Winnebago           
Industries Inc.                                                                 

                                                                · Download Table


             1990       1991        1992       1993        1994        1995   
             -----------------------------------------------------------------
                                                                              
THOR         $100.00    $125.00     $240.00    $299.00     $378.00     $326.00
             -----------------------------------------------------------------
S & P INDEX  $100.00    $113.00     $127.00    $138.00     $146.00     $183.00
             -----------------------------------------------------------------
PEER GROUP   $100.00    $125.00     $124.00    $177.00     $212.00     $196.00
             -----------------------------------------------------------------

Committee Report on Executive Compensation---------------------------           
The Company does not have a Compensation Committee. The Board of                
Directors of the Company has decided that compensation of management            
personnel should be based upon profitability. Thus, management is               
provided with incentive based compensation consisting generally of 12%          
to 20% of their division's pre tax profits in excess of targets                 
established by the Company's Chief Executive Officer or by the terms            
of certain employment agreements.  The Board of Directors has                   
established relatively low fixed salaries for Messrs. Thompson and              
Orthwein, since, as large shareholders, they believe that their                 
interests are best served by enhanced value of the Company's stock              
rather than high salaries.                                                      

In certain cases, such as Mr. Hoefer's, and other management                    
personnel, the incentive compensation was set by negotiation of an              
acquisition contract.                                                           

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The Company does not have a compensation committee; rather, the Board           
of Directors of the Company makes the determinations concerning                 
executive officer compensation. Messrs. Thompson and Orthwein, each  a          
named executive officer of the Company, participated in the                     
deliberations concerning executive officer compensation.                        

Certain Relations and Transactions with Management-------------------           
Messrs. Thompson and Orthwein own Hi-Lo Trailer Co. and the                     
controlling interest in TowLite, Inc., which produce and sell                   
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 own all the stock of Cash Flow                    
Management, Inc.  The Company pays Cash Flow a management fee of                
$96,000 per annum, which is used to defray expenses, including rent of          
an office used by Messrs. Thompson and Orthwein.                                

STOCKHOLDER PROPOSALS-----------------------------------------------            
Proposals by shareholders that are intended to be presented at the              
1996 Annual Meeting must be received by the Corporation on or before            
July 1, 1996.                                                                   

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
Secretary     

FORM 10-K-------------------------------------------------------------          
The Company's Form 10-K annual report for fiscal 1995 can be inspected          
at the principal office of the Securities and Exchange Commission at            
450 Fifth Street, N.W., Washington, D.C. 20549, and copies of such              
report can be obtained from the Commission at prescribed rates.  The            
Company will furnish shareholders with a copy of its Form 10-K annual           
report upon written request to the Secretary, Thor Industries, Inc.,            
419 West Pike Street, Jackson Center, Ohio 45334.                               

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APPENDIX A: PROXY CARD                                                          

PROXY                                                                    PROXY  
THOR INDUSTRIES, INC.           

Annual Meeting of Stockholders, December 4, 1995      

The undersigned shareholder of Thor Industries, Inc. hereby     
appoints WADE F.B. THOMPSON and PETER 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 4, 1995 and any adjournments thereof, hereby revoking any           
proxy heretofore given, notice of which meeting and related proxy               
statement have been received by the undersigned.                                

Please Mark, Sign, Date and Mail the Proxy Card                 
Promptly Using the Enclosed Envelope.                 

(Continued and to be signed on the reverse side)                  
----------------------------------------------------------------------------    
THOR INDUSTRIES, INC.           
Please Mark Vote in the Oval the following manner Using       
Dark Ink Only.  ()  

THIS PROXY IS SOLICITED ON THE 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.      

1.  Election of directors (Class B, term expires 1998):                         
Nominees: Peter B. Orthwein and William C. Tomson                       
FOR         WITHHOLD        FOR ALL  (Except nominee(s) written below)          
()            ()              ()                                                
                        ------------------------------

2.  In their discretion, upon the transactions of such other                    
business as may come before the meeting.                                

Date                                 1995                               
---------------------------------                               
Signature(s)                            (L.S.)                          
----------------------------                    
              (L.S.)
----------------------------                    
(Shareholder(s) should sign here exactly as name appears hereon)                

-------------------------------------------------------------------------------

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEF 14A Filing	Date	First	Last	Other Filings

	3/18/93	7
	7/31/95	3	8	10-K
	9/27/95	7
	10/20/95	2	6
Filed On / Filed As Of	10/27/95			10-K
	10/28/95	2	3
For The Period Ended	12/4/95	2	10
	7/1/96	9
	7/31/96	7		10-K405
	7/31/97	7		10-K405, 10-K405/A

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Thor Industries Inc · DEF 14A · For 12/4/95

Filed On 10/27/95 · SEC File 1-09235 · Accession Number 730263-95-21

Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents