SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Monaco Coach Corporation
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
60886R103
(CUSIP Number)
June 7, 2000
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*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
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).
**The total number of shares reported herein is 2,671,200 shares, which
constitutes approximately 14.1% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 18,896,772 shares
outstanding.
<PAGE>
CUSIP No. 60886R103
1. Name of Reporting Person:
Wesley Guylay Capital Management, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 2,522,008 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 2,522,008 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,522,008
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 13.3%
12. Type of Reporting Person: PN
--------------
(1) Power is exercised by its general partner, Wesley Richard Guylay.
<PAGE>
CUSIP No. 60886R103
1. Name of Reporting Person:
Wesley Guylay Capital Management III, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) /X/
3. SEC Use Only
4. Citizenship or Place of Organization: Texas
5. Sole Voting Power: 149,192 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 149,192 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
149,192
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 0.8%
12. Type of Reporting Person: PN
--------------
(1) Power is exercised by its general partner, Wesley Richard Guylay.
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13G Statement dated February 28,
2000 (the "Schedule 13G"), relating to the Common Stock, par value $0.01 per
share (the "Stock"), of Monaco Coach Corporation (the "Issuer"). Unless
otherwise indicated, all defined terms used herein shall have the same meanings
as those set forth in the Schedule 13G.
Item 4. Ownership.
Item 4 is hereby amended and restated in its entirety as follows:
(a) - (b)
Reporting Persons
WGCM
The aggregate number of shares of the Stock that WGCM owns beneficially,
pursuant to Rule 13d-3 of the Act, is 2,522,008, which constitutes approximately
13.3% of the outstanding shares of the Stock.
WGCM III
The aggregate number of shares of the Stock that WGCM III owns
beneficially, pursuant to Rule 13d-3 of the Act, is 149,192, which constitutes
approximately 0.8% of the outstanding shares of the Stock.
Controlling Person
Guylay
Because of his position as general partner of WGCM and WGCM III, Guylay
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,671,200 shares of the Stock, which constitutes approximately 14.1% of the
outstanding shares of the Stock.
To the best of the knowledge of each of the Item 2 Persons, other than as
set forth above, none of the persons named in Item 2 herein is the beneficial
owner of any shares of the Stock.
(c)
Reporting Persons
WGCM
Acting through its general partner, WGCM has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of an aggregate
of 2,522,008 shares of the Stock.
WGCM III
Acting through its general partner, WGCM III has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of an
aggregate of 149,192 shares of the Stock.
Controlling Person
Guylay
As the general partner of WGCM and WGCM III, Guylay has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
2,671,200 shares of the Stock.
<PAGE>
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
DATED: June 9, 2000
WESLEY GUYLAY CAPITAL MANAGEMENT, L.P.
By: /s/ Wesley Richard Guylay
Wesley Richard Guylay,
General Partner
WESLEY GUYLAY CAPITAL MANAGEMENT III, L.P.
By: /s/ Wesley Richard Guylay
Wesley Richard Guylay,
General Partner
