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EX-99.1 - EXHIBIT 99.1 - THOR INDUSTRIES INCv411174_ex99-1.htm

 

 

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 15, 2015 

 

 THOR-logo_blue_nobkgd

Thor Industries, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

(State or Other Jurisdiction of
Incorporation)

1-9235

(Commission File Number)

 

93-0768752

(IRS Employer Identification No.)

 

601 East Beardsley Avenue,

Elkhart, Indiana

(Address of Principal Executive Offices)

46514-3305

(Zip Code)

 

Registrant’s telephone number, including area code: (574) 970-7460

 

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:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

   

 

 
 

  

Item 1.01Entry into a Material Definitive Agreement.

 

Thor Industries, Inc. (the “Company”) entered into a Repurchase Agreement dated as of May 15, 2015 (the “Repurchase Agreement”), to purchase shares of its common stock from The Thompson Family Foundation (the “Foundation”) in a private transaction. Pursuant to the terms of the Repurchase Agreement, the Company agreed to purchase from the Foundation 1,000,000 shares of its common stock at a price of $60 per share, representing an aggregate purchase price of $60,000,000. Alan Siegel, a member of the board of directors of the Company (the “Board”), is a director of the Foundation. The repurchase transaction was evaluated and approved by the members of the Board who are not affiliated with the Foundation. The transaction consummated on May 19, 2015. The Company used available cash to purchase the shares. The number of shares repurchased by the Company represents approximately 1.9% of the Company’s issued and outstanding common stock prior to the repurchase.

 

A copy of the Company’s press release, issued on May 19, 2015, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 

Item 2.01Completion of Acquisition or Disposition of Assets.

 

See Item 1.01 above.

 

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit Number   Description
99.1   Copy of press release, dated May 19, 2015, issued by the Company

 

 
 

 

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:  May 19, 2015 By: /s/ W. Todd Woelfer  
  Name: W. Todd Woelfer  
  Title: Senior Vice President, General Counsel and Secretary