SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
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Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED JULY 31, 2003
Commission File Number 1-9235
THOR INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 93-0768752
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(state or other jurisdiction of (I.R.S. Employer identification Number)
incorporation or organization)
419 W. Pike Street, Jackson Center, Ohio 45334-0629
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (937) 596-6849
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange on which registered:
Common Stock (par value $.10 per share) New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports); and (2) has been subject to the filing
requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent files pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Yes X No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 126-2 of the act).
Yes X No
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant as of January 31, 2003 was $370,934,493, based
on the closing price of the registrant's common shares on January 31, 2003, the
last business day of the registrant's most recently completed second fiscal
quarter. Solely for the purpose
of this calculation and for no other purpose, the non-affiliates of the
registrant are assumed to be all shareholders of the registrant other than (i)
directors of the registrant (ii) executive officers of the registrant who are
identified as "named executive officers" pursuant to Item 11 of the registrants
Form 10-K and (iii) any shareholder that beneficially owns 10% or more of the
registrant's common shares. Such exclusion is not intended, nor shall it be
deemed, to be an admission that such persons are affiliates of the registrant.
The number of common shares of registrant's stock outstanding as of October 14,
2003 was 28,621,296.
Documents incorporated by reference:
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be
held on December 9, 2003 are incorporated by reference in Part III of this
Annual Report on form 10-K.
This Amendment No. 1 on Form 10-K/A is being filed by the registrant to
amend the registrant's Annual Report on Form 10-K dated October 24, 2003, filed
with the Securities and Exchange Commission on October 29, 2003 (the "Initial
Report") solely to (i) correct a typographical error regarding the number of
record holders of the Registrant's common stock in Item 5(b) of the Initial
Report and (ii) file as an exhibit the Thor Industries, Inc. Business Ethics
Policy, which was inadvertently not filed with the Initial Report. Pursuant to
Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the complete
text of Items 5 and 15(a)(3), as amended, is set forth below.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) MARKET INFORMATION
The Company's Common Stock is traded on the New York Stock Exchange. Set forth
below is the range of high and low prices for the common stock for each quarter
during the Company's two most recent fiscal years, as quoted in the New York
Stock Exchange Monthly Market Statistics and Trading Reports. High and low stock
prices were adjusted for the two-for-one stock split in July 2002.
Fiscal 2003 Fiscal 2002
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High Low High Low
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First Quarter...... $37.18 $27.45 $17.86 $10.74
Second Quarter..... 42.78 26.30 24.25 16.62
Third Quarter...... 32.29 21.45 31.00 21.04
Fourth Quarter..... 45.85 31.00 36.80 24.60
(b) HOLDERS
As of October 14, 2003, the number of holders of record of the Company's common
stock was 191.
(c) DIVIDENDS
We paid quarterly dividends of $.01 per share in each of the first three
quarters of fiscal 2003 and $.02 per share in the fourth quarter of fiscal 2003
and $.01 per share in all four quarters of fiscal 2002. Any payment of cash
dividends in the future will be at the discretion of our board of directors and
will depend upon our financial condition, capital requirements, earnings and any
other factors which the board of directors may deem relevant.
(d) EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of July 31, 2003 about the Company's
Common Stock that may be issued upon the exercise of options, warrants and
rights granted to employees or members of the Board of Directors under all the
Company's existing equity compensation plans, including the 1999 Stock Option
Plan and the Thor Industries, Inc. Restricted Stock Plan.
Number of securities
Number of securities remaining available for
to be issued Weighted-average future issuance under
upon exercise of exercise price of equity compensation plans
outstanding options, outstanding options, (excluding securities
Plan category warrants and rights warrants and rights reflected in column (a))
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(a) (b) (c)
Equity compensation plans
approved by security holders......... 329,357 $ 18.51 524,668
Equity compensation plans
not approved by security holders..... 0 NA 203,625
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Total................................... 329,357 $ 18.51 728,293
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ITEM 15. FINANCIAL STATEMENT SCHEDULES, EXHIBITS, AND REPORTS ON FORM 8-K
(a)(3) EXHIBITS
EXHIBIT DESCRIPTION
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3.1 Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3(a) of the Company's Annual Report on Form
10-K for the fiscal year ended July 31, 2001)*
3.2 By-laws (incorporated by reference to Exhibit 3(b) of the
Registration Statement No. 33-13827)*
4.1 Form of Common Stock Certificate. (incorporated by reference to
Exhibit 4(a) of the Company's Annual Report on Form 10-K for the
fiscal year ended July 31, 1987)*
10.1 Thor Industries, Inc. 1999 Stock Option Plan (incorporated by
reference to Exhibit 4.1 of the Company's Registration Statement
on Form S-8 dated November 5, 1999)*
10.2 Thor Industries, Inc. Restricted Stock Plan (incorporated by
reference to Exhibit 4.1 of the Company's Registration Statement
on Form S-8 dated December 3,1997)*
10.3 Thor Industries, Inc. Select Executive Incentive Plan
(incorporated by reference to Exhibit 10(c) of the Company's
Annual Report on Form 10-K for the fiscal year ended July 31,
2000)*
14.1 Thor Industries, Inc. Business Ethics Policy**
21.1 Subsidiaries of the Company**
31.1 Certification of the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002**
31.2 Certification of the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002**
32.1 Certification of the Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002***
32.2 Certification of the Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002***
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* Incorporated by reference
** Filed herewith
*** Furnished herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THOR INDUSTRIES, INC.
/s/ Wade F. B. Thompson
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Wade F. B. Thompson
Chairman, President, and Chief Executive Officer
Dated: November 14, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ Peter B. Orthwein /s/ Walter L. Bennett
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Peter B. Orthwein Walter L. Bennett
Vice Chairman, Treasurer Chief Financial Officer
(Director) (Principal Financial Officer &
Principal Accounting Officer)
Dated: November 14, 2003 Dated: November 14, 2003
/s/ Wade F. B. Thompson /s/ Alan Siegel
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Wade F. B. Thompson Alan Siegel
Chairman, President, and Chief Executive Director
Officer (Principal Executive Officer
and Director)
Dated: November 14, 2003 Dated: November 14, 2003
/s/ William C. Tomson /s/ Neil D. Chrisman
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William C. Tomson Neil D. Chrisman
Director Director
Dated: November 14, 2003 Dated: November 14, 2003
/s/ Jan H. Suwinski
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Jan H. Suwinski
Director
Dated: November 14, 2003