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):
February 9, 1998
THOR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9235 93-0768752
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(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)
419 West Pike Street, Jackson Center, Ohio 45334
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (937) 596-6849
Page 2 of 44 Pages
Item 2. Acquisition or Disposition of Assets
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On February 9, 1998, Thor Industries, Inc., a Delaware
corporation (the "Registrant"), through its wholly-owned subsidiary, Champion
Bus, Inc., a Delaware corporation (the "Purchaser"), acquired substantially all
of the assets and certain of the liabilities of Champion Motor Coach, Inc., a
Michigan corporation (the "Seller"). The assets of the Seller acquired included,
among other things, plant, equipment, inventory and accounts receivable.
The purchase price paid on February 9, 1998 was $10,163,356 cash
(the "Closing Date Purchase Price"), which represented ninety-five (95%) percent
of the stockholder's equity as reflected on the unaudited balance sheet of the
Seller as of November 1, 1997. The Closing Date Purchase Price shall be adjusted
based on the audited balance sheet of the Seller, which shall be prepared on or
before April 10, 1998. The funds required for the Closing Date Purchase Price
were acquired by the Registrant from working capital.
There was no material relationship between the Registrant (or any
affiliate, including the Purchaser, any director or officer of the Registrant,
or any associate of any such director or officer) and the Seller.
The Seller is engaged in the business of manufacturing mid-size
buses. The business and operations of the Seller will be continued by the
Registrant substantially as they were conducted prior to the acquisition.
The business of the Seller is not "significant" to the
Registrant, as such is defined in Rule 11-01(b) of Regulation S-X, as amended.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
2.1 Asset Purchase Agreement, dated as of December 23,
1997, by and among the Seller and the Registrant.
2.2 Assignment of Purchaser's Interest in Asset Purchase
Agreement, dated January 29, 1998, by and between the
Registrant and the Purchaser.
99.1 Press release dated February 10, 1998.
Page 3 of 44 Pages
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.
/S/ WALTER L. BENNETT
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By: Walter L. Bennett
Senior Vice President
(Finance) and Secretary
Date: February 23, 1998
Page 4 of 44 Pages
EXHIBIT INDEX
Exhibit No. Description Page No.
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2.1 Asset Purchase Agreement, dated as of
December 23, 1997, by and among the Seller
and the Registrant. 5
2.2 Assignment of Purchaser's Interest in Asset
Purchase Agreement, dated January 29, 1998,
by and between the Registrant and the Purchaser. 43
99.1 Press release dated February 10, 1998 44