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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended December 28, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission File Number 0-22256
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MONACO COACH CORPORATION
(Exact name of Registrant as specified in its charter)
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DELAWARE 35-1880244
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or
organization)
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91320 INDUSTRIAL WAY
COBURG, OREGON 97408
(Address of principal executive offices)
Registrant's telephone number, including area code: (541) 686-8011
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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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 as the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety days. YES _X_ NO ___
Indicate by check mark if disclosure of delinquent filers 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. / /
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of the Common Stock on January 5,
1998 as reported on the Nasdaq National Market, was approximately $96,232,901.
Shares of Common Stock held by officers and directors and their affiliated
entities have been excluded in that such persons may be deemed to be affiliates.
This determination of affiliate status is not necessarily conclusive for other
purposes.
As of January 5, 1998, the Registrant had 5,496,499 shares of Common Stock
outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
None.
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This document consists of 10 pages. The Exhibit Index appears at page 9.
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INDEX
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PAGE
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PART III
ITEM 11. EXECUTIVE COMPENSATION.................................................................. 3
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K......................... 4
SIGNATURES ........................................................................................ 8
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth all compensation earned for services rendered
to (i) the Company during the fiscal year ended December 28, 1996, (ii) the
Company during the fiscal year ended December 30, 1995, and (iii) the Company
and the Company's predecessor during the fiscal year ended December 31, 1994 by
the Chief Executive Officer and the four other most highly compensated executive
officers of the Company (the "Named Officers"):
SUMMARY COMPENSATION TABLE
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SECURITIES
UNDERLYING
OPTIONS (#)
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ANNUAL COMPENSATION LONG-TERM
-------------------- COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS AWARDS
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Kay L. Toolson ............................................. 1996 $150,000 $748,000 5,000
Chief Executive Officer and President 1995 150,000 352,101 5,000
1994 150,000 562,625 5,000
John W. Nepute ............................................. 1996 65,850 145,000 2,500
Vice President of Finance and 1995 59,800 78,000 2,500
Chief Financial Officer 1994 55,088 125,750 2,500
D. Page Robertson .......................................... 1996 120,000 132,500 3,000
President of Monaco Division 1995 81,230 171,069(1) 2,500
1994 80,000 234,750(1) 2,500
James V. Sheldon(2) ........................................ 1996 80,769 196,000 2,500
President of Holiday Rambler and
Chief Operating Officer, Indiana Operations
B. Ray Mehaffey ............................................ 1996 89,500 65,500 2,500
Vice President of Operations 1995 84,816 73,000 2,500
1994 83,092 119,300 2,500
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(1) Includes sales commissions earned by Mr. Robertson in the amounts of $92,069
in fiscal 1995 and $106,000 in fiscal 1994.
(2) Mr. Sheldon joined the Company in March 1996.
OPTION GRANTS
The following table sets forth certain information with respect to stock
option grants during the fiscal year ended December 28, 1996. In accordance with
the rules of the Securities and Exchange Commission (the "SEC"), also shown
below is the potential realizable value over the term of the option (the period
from the grant date to the expiration date) based on assumed rates of stock
appreciation from the option exercise price of 5% and 10%, compounded annually.
These amounts are based on certain assumed rates of appreciation and do not
represent the Company's estimate of future stock price. Actual gains, if any, on
stock option exercises will be dependent on the future performance of the Common
Stock.
3
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OPTION GRANTS IN LAST FISCAL YEAR
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POTENTIAL REALIZABLE
INDIVIDUAL GRANTS (1) VALUE AT ASSUMED
---------------------------------------------------- ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK PRICE
SECURITIES OPTIONS APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM
OPTIONS EMPLOYEES EXERCISE EXPIRATION --------------------
NAME GRANTED (#) IN 1996 PRICE DATE 5% 10%
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Kay L. Toolson............................. 5,000 9.62% $ 15.260 4/01/01 $ 12,217 $ 35,404
John W. Nepute............................. 2,500 4.81 13.875 4/01/06 21,815 55,283
D. Page Robertson.......................... 3,000 5.77 13.875 4/01/06 26,178 66,340
James V. Sheldon........................... 2,500 4.81 13.875 4/01/06 21,815 55,283
B. Ray Mehaffey............................ 2,500 4.81 13.875 4/01/06 21,815 55,283
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(1) These options were granted pursuant to the Company's 1993 Incentive Stock
Option Plan. These options vest over five years at the rate of 20% of the
shares subject to the options at the end of each anniversary following the
date of grant of such options.
OPTION VALUES
The following table sets forth information with respect to the value of
unexercised options held by each of the Named Officers at December 28, 1996:
FISCAL YEAR-END OPTION VALUES
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NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR END FISCAL YEAR END (1)
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NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
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Kay L. Toolson............................................ 3,000 12,000 460 4,365
John W. Nepute............................................ 8,340 10,560 88,186 65,487
D. Page Robertson......................................... 8,340 11,060 88,186 66,549
James V. Sheldon.......................................... -- 2,500 -- 5,313
B. Ray Mehaffey........................................... 8,340 10,560 88,186 65,487
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(1) Value of unexercised options is based on the last reported sale price of the
Company's Common Stock on the Nasdaq National Market of $16.00 per share on
December 27, 1996 (the last trading day for the fiscal year ended December
28, 1996) minus the exercise price.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors was established in July
1993 and consists of Directors Ring, Rouse and Vandenberg. Director Vandenberg
is affiliated with Cariad Capital, Inc., which is a party to a Management
Agreement with the Company that will terminate on September 30, 1998. Pursuant
to this agreement, Cariad received management fees of $72,000 in fiscal 1996. No
executive officer of the Company served on the compensation committee of another
entity or on any other committee of the board of directors of another entity
performing similar functions during the last fiscal year.
4
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Report on Form 10-K:
1. FINANCIAL STATEMENTS. The Consolidated Financial Statements of
Monaco Coach Corporation and its subsidiaries and the Report of Independent
Accountants were filed in Item 8 within the Company's Annual Report on Form
10-K dated March 19, 1997.
2. FINANCIAL STATEMENT SCHEDULES. The following financial statement
schedule of Monaco Coach Corporation for the fiscal year ended December 31,
1994, December 30, 1995 and December 28, 1996 was filed as part of the
Company's Annual Report on Form 10-K dated March 19, 1997 and should be read
in conjunction with the Consolidated Financial Statements, and related Notes
thereto, of Monaco Coach Corporation.
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SCHEDULE
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II Valuation and Qualifying Accounts
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Schedules not listed above have been omitted because they are not
applicable or are not required or the information required to be set forth
therein is included in the consolidated financial statements or notes
thereto.
3. EXHIBITS. The following Exhibits are filed as part of, or
incorporated by reference into, this Report on Form 10-K.
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2.1* Asset Purchase Agreement dated February 4, 1993 between the Registrant,
Warrick Industries, Inc., William L. Warrick, Arlen J. Paul, Kay L. Toolson,
Jay M. DeVoss and James A. Krider.
2.2* First Amendment to Asset Purchase Agreement dated March 5, 1993 between
Registrant, Warrick Industries, Inc., William L. Warrick, Arlen J. Paul, Kay
L. Toolson, Jay M. DeVoss and James A. Krider.
2.3* Assumption Agreement dated March 5, 1993 between the Registrant and Warrick
Industries, Inc.
2.4* Letter Agreement dated August 10, 1993 between the Registrant, Warrick
Industries, Inc., William L. Warrick, Arlen J. Paul, Jay M. DeVoss, James A.
Krider and Kay L. Toolson.
2.5* Asset Purchase Agreement dated as of January 21, 1996 among Harley-Davidson,
Inc., Holiday Rambler LLC, State Road Properties L.P., and Monaco Coach
Corporation (the "HR Asset Purchase Agreement").
2.6* Amendment No. 1 to the HR Asset Purchase Agreement dated as of March 4, 1996
among Harley-Davidson, Inc., Holiday Rambler LLC, State Road Properties L.P.,
and Monaco Coach Corporation.
2.7* Asset Purchase Agreement dated as of March 4, 1996 among Harley-Davidson,
Inc., Holiday Holding Corp., Holiday World, Inc., a California corporation,
Holiday World, Inc., a Texas corporation, Holiday World, Inc., a Florida
corporation, Holiday World, Inc., an Oregon corporation, Holiday World, Inc.,
an Indiana corporation, Holiday World, Inc., a Washington corporation, Holiday
World, Inc., a New Mexico corporation, Monaco Coach Corporation and MCC
Acquisition Corporation.
2.8* Subordinated Promissory Note, dated as of March 4, 1996, issued to Holiday
Holding Corp. by MCC Acquisition Corporation.
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3.1* Amended and Restated Certificate of Incorporation of Registrant.
3.2* Bylaws of Registrant, as amended to date.
3.3* Certificate of Designations of Rights, Preferences and Privileges of Series A
Convertible Preferred Stock of Monaco Coach Corporation.
10.1* Stockholders Agreement dated August 10, 1993 between the Registrant, Liberty
Investment Partners II, the State Board of Administration of Florida ("SBA"),
Monaco Capital Partners, Tucker Anthony Holding Corporation, Kay L. Toolson,
Page Robertson, Ed Kinney, Ray Mehaffey, Enoch Hutchcraft, Gary Smith, John
Nepute, Miki Scheer and C.D. Smith.
10.2* Form of Indemnification Agreement for directors and executive officers.
10.3*+ 1993 Incentive Stock Option Plan and form of option agreement thereunder.
10.4*+ 1993 Director Option Plan.
10.5*+ 1993 Employee Stock Purchase Plan and form of subscription agreement
thereunder.
10.6* Amended and Restated Management Agreement dated August 10, 1993 between the
Registrant and Cariad Capital, Inc.
10.7* Registration Agreement dated March 5, 1993 between the Registrant, Liberty
Investment Partners, II and SBA.
10.8* Registration Agreement dated March 5, 1993 among the Registrant, Monaco
Capital Partners, Tucker Anthony Holding Corporation and certain other
stockholders of the Registrant.
10.9* Credit Agreement dated as of March 5, 1996 among BT Commercial Corporation,
Deutsche Financial Services Corporation, Nationsbank of Texas, N.A., LaSalle
National Bank and Monaco Coach Corporation.
10.10* Registration Rights Agreement dated as of March 4, 1996 among Holiday Rambler
LLC and Monaco Coach Corporation.
10.11(1) Agreement of Lease dated March 4, 1996, with First Amendment dated as of March
4, 1996, pertaining to 3 State Road 19, Wakarusa, Indiana 46573.
10.12(1) Agreement of Lease dated March 4, 1996, with First Amendment dated as of March
4, 1996, pertaining to 5 State Road 19, Wakarusa, Indiana 46573.
10.13(1) Agreement of Lease dated March 4, 1996, with First Amendment dated as of March
4, 1996, pertaining to 6 State Road 19, Wakarusa, Indiana 46573.
10.14(1) Agreement of Lease dated March 4, 1996, with First Amendment dated as of March
4, 1996, pertaining to 7 State Road 19, Wakarusa, Indiana 46573.
10.15(1) Agreement of Lease dated March 4, 1996 pertaining to 8 State Road 19,
Wakarusa, Indiana 46573.
10.16(1) Form of Lease dated April 1, 1997 pertaining to 5280 High Banks Road,
Springfild, Oregon.
10.17(1) Lease Agreement dated April 1, 1995 pertaining to 1330 Wade Drive, Elkhart,
Indiana.
11.1* Computation of earnings per share (see Note 11 of Notes to Consolidated
Financial Statements included in Item 8 hereto).
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6
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21.1* Subsidiaries of Registrant.
23.1* Consent of Independent Accountants.
24.1* Power of Attorney (included on the signature pages hereof).
27* Financial Data Schedule
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(1) Incorporated by reference to exhibits filed in response to Item 16(a),
"Exhibits," of the Company's Registration Statement on Form S-2 (File No.
333-23591) declared effective on June 17, 1997.
* Previously filed.
+ The item listed is a compensatory plan.
(b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed by the Company
during the quarter ended December 28, 1996.
7
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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 on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized.
MONACO COACH CORPORATION
By: /s/ JOHN W. NEPUTE
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John W. Nepute
CHIEF FINANCIAL OFFICER
January 8, 1998
8
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EXHIBIT INDEX
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EXHIBIT NO. EXHIBIT
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2.1* Asset Purchase Agreement dated February 4, 1993 between the Registrant, Warrick Industries, Inc.,
William L. Warrick, Arlen J. Paul, Kay L. Toolson, Jay M. DeVoss and James A. Krider.
2.2* First Amendment to Asset Purchase Agreement dated March 5, 1993 between Registrant, Warrick
Industries, Inc., William L. Warrick, Arlen J. Paul, Kay L. Toolson, Jay M. DeVoss and James A.
Krider.
2.3* Assumption Agreement dated March 5, 1993 between the Registrant and Warrick Industries, Inc.
2.4* Letter Agreement dated August 10, 1993 between the Registrant, Warrick Industries, Inc., William L.
Warrick, Arlen J. Paul, Jay M. DeVoss, James A. Krider and Kay L. Toolson.
2.5* Asset Purchase Agreement dated as of January 21, 1996 among Harley-Davidson, Inc., Holiday Rambler
LLC, State Road Properties L.P., and Monaco Coach Corporation (the "HR Asset Purchase Agreement").
2.6* Amendment No. 1 to the HR Asset Purchase Agreement dated as of March 4, 1996 among Harley-Davidson,
Inc., Holiday Rambler LLC, State Road Properties L.P., and Monaco Coach Corporation.
2.7* Asset Purchase Agreement dated as of March 4, 1996 among Harley-Davidson, Inc., Holiday Holding
Corp., Holiday World, Inc., a California corporation, Holiday World, Inc., a Texas corporation,
Holiday World, Inc., a Florida corporation, Holiday World, Inc., an Oregon corporation, Holiday
World, Inc., an Indiana corporation, Holiday World, Inc., a Washington corporation, Holiday World,
Inc., a New Mexico corporation, Monaco Coach Corporation and MCC Acquisition Corporation.
2.8* Subordinated Promissory Note, dated as of March 4, 1996, issued to Holiday Holding Corp. by MCC
Acquisition Corporation.
3.1* Amended and Restated Certificate of Incorporation of Registrant.
3.2* Bylaws of Registrant, as amended to date.
3.3* Certificate of Designations of Rights, Preferences and Privileges of Series A Convertible Preferred
Stock of Monaco Coach Corporation.
10.1* Stockholders Agreement dated August 10, 1993 between the Registrant, Liberty Investment Partners II,
the State Board of Administration of Florida ("SBA"), Monaco Capital Partners, Tucker Anthony Holding
Corporation, Kay L. Toolson, Page Robertson, Ed Kinney, Ray Mehaffey, Enoch Hutchcraft, Gary Smith,
John Nepute, Miki Scheer and C.D. Smith.
10.2* Form of Indemnification Agreement for directors and executive officers.
10.3*+ 1993 Incentive Stock Option Plan and form of option agreement thereunder.
10.4*+ 1993 Director Option Plan.
10.5*+ 1993 Employee Stock Purchase Plan and form of subscription agreement thereunder.
10.6* Amended and Restated Management Agreement dated August 10, 1993 between the Registrant and Cariad
Capital, Inc.
10.7* Registration Agreement dated March 5, 1993 between the Registrant, Liberty Investment Partners, II
and SBA.
10.8* Registration Agreement dated March 5, 1993 among the Registrant, Monaco Capital Partners, Tucker
Anthony Holding Corporation and certain other stockholders of the Registrant.
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10.9* Credit Agreement dated as of March 5, 1996 among BT Commercial Corporation, Deutsche Financial
Services Corporation, Nationsbank of Texas, N.A., LaSalle National Bank and Monaco Coach Corporation.
10.10* Registration Rights Agreement dated as of March 4, 1996 among Holiday Rambler LLC and Monaco Coach
Corporation.
10.11(1) Agreement of Lease dated March 4, 1996, with First Amendment dated as of March 4, 1996, pertaining to
3 State Road 19, Wakarusa, Indiana 46573.
10.12(1) Agreement of Lease dated March 4, 1996, with First Amendment dated as of March 4, 1996, pertaining to
5 State Road 19, Wakarusa, Indiana 46573.
10.13(1) Agreement of Lease dated March 4, 1996, with First Amendment dated as of March 4, 1996, pertaining to
6 State Road 19, Wakarusa, Indiana 46573.
10.14(1) Agreement of Lease dated March 4, 1996, with First Amendment dated as of March 4, 1996, pertaining to
7 State Road 19, Wakarusa, Indiana 46573.
10.15(1) Agreement of Lease dated March 4, 1996 pertaining to 8 State Road 19, Wakarusa, Indiana 46573.
10.16(1) Form of Lease dated April 1, 1997 pertaining to 5280 High Banks Road, Springfield, Oregon.
10.17(1) Lease Agreement dated April 1, 1995 pertaining to 1330 Wade Drive, Elkhart, Indiana.
11.1* Computation of earnings per share (see Note 11 of Notes to Consolidated Financial Statements included
in Item 8 hereto).
21.1* Subsidiaries of Registrant.
23.1* Consent of Independent Accountants.
24.1* Power of Attorney (included on the signature pages hereof).
27* Financial Data Schedule
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(1) Incorporated by reference to exhibits filed in response to Item 16(a),
"Exhibits," of the Company's Registration Statement on Form S-2 (File No.
333-23591) declared effective on June 17, 1997.
* Previously filed.
+ The item listed is a compensatory plan.
