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. )*
Monaco Coach Corporation
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
60886R103
(CUSIP Number)
February 18, 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 1,110,000 shares, which
constitutes approximately 5.9% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 18,861,529 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: 960,808 (1)
Number of
Shares
Beneficially 6. Shared Voting Power: -0-
Owned By
Each
Reporting 7. Sole Dispositive Power: 960,808 (1)
Person
With
8. Shared Dispositive Power: -0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
960,808
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:
/ /
11. Percent of Class Represented by Amount in Row (9): 5.1%
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>
Item 1(a). Name of Issuer.
The name of the issuer is Monaco Coach Corporation (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices.
The principal executive offices of the Issuer are located at 91320
Industrial Way, Coburg, Oregon 97408.
Item 2(a). Names of Persons Filing.
Pursuant to Regulation 13D-G of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby
file this Schedule 13G Statement on behalf of Wesley Guylay Capital Management,
L.P., a Texas limited partnership ("WGCM"), and Wesley Guylay Capital Management
III, L.P., a Texas limited partnership ("WGCM III") (the "Reporting Persons").
Additionally, information is included herein with respect to the following
person (the "Controlling Person"): Wesley Richard Guylay ("Guylay"). The
Reporting Persons and the Controlling Person are sometimes hereinafter
collectively referred to as the "Item 2 Persons." The Item 2 Persons are making
this single, joint filing because they may be deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Act, although neither the fact of
this filing nor anything contained herein shall be deemed to be an admission by
the Item 2 Persons that such a group exists.
Item 2(b). Address of Principal Business Office, or if None, Residence.
The address of the principal business office or residence of all of the
Item 2 Persons is as follows:
30 Rockefeller Plaza, Suite 4535
New York, New York 10112
Item 2(c). Citizenship.
All of the natural persons listed in Item 2(a) are citizens of the United
States of America.
Item 2(d). Title of Class of Securities.
This Schedule 13G Statement relates to the Common Stock, par value $0.01
per share, of the Issuer (the "Stock").
Item 2(e). CUSIP Number.
The CUSIP number of the Stock is 60886R103.
Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b).
This Schedule 13G Statement is not being filed pursuant to Rule 13d-1(b) or
Rule 13d-2(b) or (c).
Item 4. Ownership.
(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 960,808, which constitutes approximately
5.1% 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
1,110,000 shares of the Stock, which constitutes approximately 5.9% 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 960,808 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
1,110,000 shares of the Stock.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No person other than the Item 2 Persons has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of the Stock owned by them.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
This Schedule 13G Statement is being filed on behalf of each of the
Item 2 Persons pursuant to Rules 13d-1(c) and 13d-1(k)(1)(iii). The identity of
each of the Item 2 Persons is set forth in Item 2(a) hereof.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<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: February 28, 2000
WESLEY GUYLAY CAPITAL MANAGEMENT, L.P.
By: /s/ Wesley Richard Guylay
Wesley Richard Guylay,
General Partner
Jeffrey J. Brown,
President
WESLEY GUYLAY CAPITAL MANAGEMENT III, L.P.
By: /s/ Wesley Richard Guylay
Wesley Richard Guylay,
General Partner
