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THO > SEC Filings for THO > Form 8-K on 17-Apr-2014All Recent SEC Filings

Show all filings for THOR INDUSTRIES INC



Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement.

On April 16, 2014 (the "Signing Date"), Thor Industries, Inc. (the "Company") entered into a Stock Purchase Agreement (the "Agreement") with Daryl E. Zook, Trista E. Nunemaker, Tonja Zook-Nicholas, The Daryl E. Zook GST Exempt Lifetime Trust or its assignee, and The Daryl E. Zook GST Non-Exempt Lifetime Trust or its assignee (collectively the "Sellers") pursuant to which the Company would acquire all of the issued and outstanding shares of capital stock of K.Z., Inc. (the "K.Z. Stock"). The Closing is scheduled to occur at 12:01 a.m. (New York time) on May 1, 2014. Capitalized terms used in this Form 8-K but not otherwise defined herein shall have the meanings ascribed to those terms in the Agreement.

The Agreement provides that the purchase price to be paid by the Company to the Sellers for the K.Z. Stock will be $53,403,571 (the "Signing Purchase Price"), which consists of the Base Purchase Price of $52,300,000 plus $1,103,571, the amount by which the Estimated Net Working Capital exceeded the Target Net Working Capital. On the Signing Date, the Signing Purchase Price was paid to the Signing Escrow Agent and will be held in escrow until the Closing Date, upon which such Signing Purchase Price will be distributed according to the Signing Escrow Agreement. The Signing Purchase Price is subject to further adjustment as set forth in Section 1.4 of the Agreement to determine the final Purchase Price.

The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which will be attached as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended April 30, 2014.

On April 17, 2014, the Company issued a press release announcing that it had entered into the Agreement. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

       Exhibit Number     Description

       99.1               Copy of press release, dated April 17, 2014, issued by
                          the Company

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