SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Rexhall Industries, Inc.
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
850476
(CUSIP Number)
William J. Rex
46147 7th Street West
Lancaster, California 93534
(805) 726-0565
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 22, 1989
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 850476
(1) NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
William J. Rex
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) [ ]
(b) [ ]
(3) SEC USE ONLY_________________________________________________________
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS) SC and PF
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
Number of (7) SOLE VOTING POWER 1,472,485
Shares Beneficially (8) SHARED VOTING POWER -0-
Owned by Each (9) SOLE DISPOSITIVE POWER 1,472,485
Reporting Person (10) SHARED DISPOSITIVE POWER -0-
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,472,485
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 51.9%
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, without par value,
("Common Stock") of Rexhall Industries, Inc. ("Issuer"), a
California corporation. Issuer's principal executive offices are
located at 46147 7th Street West, Lancaster, California 93534.
ITEM 2. IDENTITY AND BACKGROUND.
(a) William J. Rex
(b) 46147 7th Street West
Lancaster, California 93534
(c) Mr. Rex is the Chairman of the Board, President, and Chief
Executive Officer of Issuer, whose address is provided in
Item 2(b).
(d) During the last five years, Mr. Rex has not been convicted
in any criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, Mr. Rex has not been a party to
any civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in any judgment, decree or
final order against Mr. Rex, enjoining Mr. Rex from engaging
in future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Mr. Rex is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Rex holds 1,472,485 shares of Common Stock, which he acquired
through April 19, 1998 using personal funds and money obtained
from loans from the Issuer.
Mr. Rex acquired all of the shares using personal funds other
than:
(a) Mr. Rex acquired 52,000 shares on March 20, 1998 for
$154,000.00, all of which was borrowed from the Issuer on
March 20, 1998.
(b) Mr. Rex acquired 60,000 shares on April 19, 1998 for
$195,000.00, all of which was borrowed from the Issuer on
April 19, 1998.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Rex acquired 1,255,000 shares in the Issuer's initial public
offering (the "IPO"). He owned 100% of the Issuer's shares prior
to the IPO. Mr. Rex acquired his beneficial ownership in
connection with his position with Issuer, as Chairman of the
Board, President, and Chief Executive Officer. Mr. Rex's current
positions provide him the opportunity to exercise significant
influence over the management and affairs of Issuer.
Mr. Rex acquired the rest of his beneficial ownership pursuant to
the Rexhall Industries, Inc. 1989 Incentive and Nonstatutory Stock
Option Plan dated May 11, 1989 (effective June 1, 1989), as
amended April 15, 1994.
Mr. Rex intends to change the form of his beneficial ownership
from time to time by exercising options to purchase additional
shares of Common Stock. Mr. Rex also may sell shares of Common
Stock from time to time, as market conditions allow, to diversify
his personal investment portfolio and to provide liquidity.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of April 21, 1998, Mr. Rex owned of record 1,472,485
shares of Common Stock.
Mr. Rex's beneficial ownership represents 51.9% of the
Common Stock, based upon a total of 2,836,891 shares of
Common Stock outstanding.
(b) Mr. Rex is deemed to have sole power to direct the vote and
disposition of all 1,472,485 shares beneficially owned.
(c) The following transactions were effected within the past
sixty days: Pursuant to the Rexhall Industries, Inc. 1989
Incentive and Nonstatutory Stock Option Plan dated May 11,
1989 (effective June 1, 1989), as amended April 15, 1994,
Mr. Rex exercised his option to buy: (i) 60,000 shares of
Common Stock on 4/19/98 at $3.25 per share; (ii) 30,000
shares of Common Stock on 3/20/98 at $2.75 per share; and
(iii) 22,000 shares of Common Stock on 3/20/98 at $3.25 per
share.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENT,
UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
/s/ William J. Rex
William J. Rex
Dated: May 1, 1998
EXHIBIT INDEX
Not Applicable
