<PAGE>
As filed with the Securities and Exchange Commission on December
13, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NATIONAL R.V. HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0371079
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3411 N. Perris Blvd.
Perris, California 92571
(909) 943-6007
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
- ---------------
WAYNE M. MERTES
3411 N. Perris Blvd.
Perris, California 92571
(909) 943-6007
(Name, address, including zip code and telephone number,
including area code, of agent for service)
- ---------------
Copies of Communications to:
STEPHEN M. DAVIS, ESQ.
Werbel & Carnelutti
A Professional Corporation
711 Fifth Avenue
New York, New York 10022
(212) 832-8300
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Approximate date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement becomes
effective.<PAGE>
<PAGE>
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, check the following box:
[X]
If the registrant elects to deliver its latest annual report
to security holders, or a complete and legible facsimile thereof,
pursuant to Item 11(A) (1) of this Form, check the following box.
[ ]
If this Form is filed to register additional securities for
an offering pursuant to the Rule 462 (b) under the Securities
Act, please check the following box and list the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant
to Rule 462 (c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of Each
Class of Securities
To Be Registered Common Stock, $0.01 par value
Amount To Be
Registered 937,500 shares
Proposed Maximum
Offering Price
Per Share(1) $15.125
Proposed Maximum
Aggregate Offering
Price(1) $14,179,688
Amount of
Registration Fee $4,890
<PAGE>
<PAGE>
(1) Calculated based on the average of the high and low reported
sale prices of a share of the Company's Common Stock as reported
by Nasdaq as of a date within five (5) business days of the date
of this Registration Statement in accordance with the provisions
of Rule 457(c) under the Securities Act of 1933, as amended.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment that
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration
Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 13, 1996
Prospectus
937,500 Shares
NATIONAL R.V. HOLDINGS, INC.
Common Stock
($.01 Par Value)
The shares offered hereby (the "Shares") consist of 937,500
shares of common stock, par value $.01 per share (the "Common
Stock"), of National R.V. Holdings, Inc., a Delaware corporation
(the "Company"). The Shares may be offered from time to time by
certain stockholders (the "Selling Stockholders") identified
herein. See "Selling Stockholders and Plan of Distribution."
The Company will not receive any part of the proceeds from the
sales of the Shares. All expenses of registration incurred in
connection herewith are being borne by the Company, but all
selling and other expenses incurred by the Selling Stockholders
will be borne by the Selling Stockholders.
The Selling Stockholders have not advised the Company of any
specific plans for the distribution of the Shares covered by this
Prospectus, but it is anticipated that the Shares will be sold
from time to time primarily in transactions (which may include
block transactions) on the National Association of Securities
Dealers Automated Quotation ("NASDAQ") System at the market price
then prevailing or at prices related to prevailing prices,
although sales may also be made in negotiated transactions at
negotiated prices or otherwise. See "Selling Stockholders and
Plan of Distribution."
The Company's Common Stock is traded and quoted on the
NASDAQ National Market under the symbol NRVH. On December 11,
1996, the closing sale price of the Common Stock was $15.25 per
share.
THE PURCHASE OF THE SECURITIES OFFERED HEREBY INVOLVE A HIGH
DEGREE OF RISK. SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is December __, 1996
<PAGE>
<PAGE>
No dealer, salesperson or other person has been authorized
to give any information or to make any representations, other
than those contained or incorporated by reference in this
Prospectus, in connection with the offering contained herein and,
if given or made, such information must not be relied upon as
having been authorized by the Company or the Selling
Stockholders. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any of the securities
offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made hereunder shall
under any circumstances create any implication that there has
been no change in the affairs of the Company since the date
hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy and
information statements filed by the Company may be inspected and
copied at the Public Reference Section of the Commission at 450
Fifth Street, N.W. Washington, D.C. 20549, and at the
Commission's Regional Offices at 7 World Trade Center, 13th
Floor, New York, New York 10048 and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511. Copies of such material can also be obtained from the
Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street N.W., Washington D.C. 20549 at
prescribed rates. The Commission maintains a Web site that
contains reports, proxy and information statements and other
information regarding the Company; the address of such site is
http://www.sec.gov.
<PAGE>
<PAGE>
The Company has filed with the Commission a Registration
Statement on Form S-3 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"), with respect to
the Common Stock offered hereby. This Prospectus, which
constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration
Statement certain parts of which are omitted in accordance with
the rules and regulations of the Commission. Copies of the
Registration Statement, including all exhibits thereto, may be
obtained from the Commission's principal office in Washington
D.C. upon payment of the fees prescribed by the Commission or may
be examined without charge at the offices of the Commission as
described above.
The Company's securities are quoted on the NASDAQ National
Market. Reports and other information about the Company may be
inspected at the offices maintained by the National Association
of Securities Dealers, Inc., NASDAQ Reports Section, 1735 K
Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions of documents
filed by the Company with the Commission are incorporated by
reference in this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal
period ended December 31, 1995;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarters ended March 31, 1996, June 30, 1996 and September 30,
1996;
(c) The Company's Current Reports on Form 8-K dated October 22,
1996 and November 6, 1996 (as amended on Form 8-K/A dated
November 14, 1996);
(d) The Company Proxy Statement dated April 8, 1996 relating
to its 1996 Annual Meeting of Stockholders; and
(e) All other reports pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the Company's fiscal period
ended December 31, 1995.
Each document filed subsequent to the date of this
Prospectus by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of
such reports and documents.
<PAGE>
Any statement contained in a document, all or a portion of
which is incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained or incorporated by reference
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to
each person to whom a copy of this Prospectus has been delivered,
upon the written or oral request of any such person, a copy of
any or all such documents which are incorporated herein by
reference (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into the
documents that this Prospectus incorporates). Written or oral
requests for copies should be directed to: Investor Relations,
National R.V. Holdings, Inc., 3411 N. Perris Blvd. Perris,
California 92571, telephone number:
(909) 943-6007.
THE COMPANY
National R.V. Holdings, Inc. is one of the nation's leading
manufacturers of Class A motorhomes. Through its wholly-owned
subsidiary, National R.V., Inc. ("National RV"), the Company
designs, manufactures and markets Class A motorhomes and fifth-
wheel travel trailers under brand names including Dolphin, Sea
Breeze and Tropi-Cal. Through its wholly-owned subsidiary,
Country Coach, Inc. ("Country Coach"), the Company designs,
manufactures and markets high-end (Highline) Class A motorhomes
and bus conversions under brand names including Concept,
Affinity, Magna, Intrigue and Allure. The Company, which began
manufacturing recreational vehicles ("RVs") in 1964, sells its
motorhomes through a network of independent dealers located in
the United States, Canada and Europe. The Company is the fifth
largest manufacturer of Class A motorhomes in the United States
with a 6.0% market share.
In November 1996, the Company acquired Country Coach, a
leading manufacturer of Highline Class A motorhomes and bus
conversions, through the issuance of $9.0 million of Common Stock
and the assumption of $10.1 million of debt (the "Acquisition").
The Company believes that the Acquisition provides the Company
with a leading presence in the Highline market, a broader range
of products, an expanded dealer network and an opportunity to
achieve certain cost savings and other synergies.
Net sales of the Company's National RV subsidiary increased
44.3% to $95.0 million for the nine months ended September 30,
1996 from $65.8 million for the comparable period during 1995.
National RV's Class A motorhome market share grew from 1.9% in
1992 to 5.3% for the first eight months of 1996. The Company
<PAGE>
believes that National RV's increasing sales and share of the
Class A motorhome market reflect consumer recognition of its
ability to consistently deliver high-quality products that offer
excellent value. Net sales of the Company's Country Coach
subsidiary increased 21.1% to $59.3 million for the nine months
ended September 30, 1996 from $49.0 million for the nine months
ended September 30, 1995. Country Coach has achieved
uninterrupted growth in revenues and net income since 1990 and is
the fourth largest manufacturer of Highline motorhomes in the
United States with a 10.8% share of the Highline segment of the
Class A motorhome market and a 0.8% share of the overall Class A
market.
Motorhomes are self-powered RVs built on a motor vehicle
chassis. The interior typically includes a driver's area and
kitchen, bathroom, dining and sleeping areas. Motorhomes are
self-contained, with their own power generation, heating,
cooking, refrigeration, sewage holding and water storage
facilities, so that they can be lived in without being attached
to utilities. Fifth-wheel travel trailers, similar to motorhomes
in features and use, are constructed with a raised forward
section that attaches to the bed of a pick-up truck.
RVs are purchased for a variety of purposes, including
camping, visiting family and friends, sightseeing, vacationing
and enjoying outdoor activities and sporting events. According
to a University of Michigan study, approximately 8.2 million
households (or 9.6% of all households) in the United States owned
RVs in 1993, up from 7.7 million households in 1988 and 5.8
million households in 1980. Ownership of RVs reaches its highest
level among those Americans aged 55 to 64, with 16.0% of
households in this category owning RVs. The number of Americans
in this group, which constitutes the Company's primary target
market, is projected to grow 38.7% from 1996 to 2005 as compared
to 7.8% for the overall population.
National R.V. Holdings, Inc. was incorporated in Delaware in
August 1988 and has its headquarters at 3411 N. Perris Boulevard,
Perris, California 92571. Its telephone number is (909) 943-
6007. National R.V., was incorporated in California in January
1970. National RV's predecessor was organized in 1964. Country
Coach was incorporated in Oregon in July 1974. As used in this
Prospectus, the term "Company" refers to National R.V. Holdings,
Inc., National RV and Country Coach, unless the context otherwise
requires.
RISK FACTORS
The following information, in addition to the other
information contained in this Prospectus, should be considered
carefully by prospective purchasers of the Common Stock in
<PAGE>
evaluating the Company, its business and an investment in the
shares of Common Stock offered hereby.
Cyclical Nature of the RV Industry, Seasonality and
Potential Fluctuations in Operating Results. The RV industry has
been characterized by cycles of growth and contraction in
consumer demand, reflecting prevailing economic conditions which
affect disposable income for leisure-time activities. Concerns
about the availability and price of gasoline, decreases in
consumer confidence, increases in interest rates and reductions
in available financing have had, and may in the future have, an
adverse impact on RV sales. In addition, because of the
relatively high selling price of the Company's Highline
motorhomes, a small variation in the number of motorhomes sold in
any quarter could have a significant effect on sales and
operating results for that quarter. Seasonal factors, over which
the Company has no control, also have an effect on the demand
for the Company's products. Demand in the RV industry declines
over the winter season, while sales are generally highest during
the spring and summer months.
Integration of Acquired Businesses; Management of Growth.
One of the Company's objectives is to acquire businesses in the
RV industry or related areas. Successfully accomplishing this
goal depends upon a number of factors, including the Company's
ability to find suitable acquisition candidates, negotiate
acquisitions on acceptable terms, retain key personnel of the
acquired entities, hire and train other competent managers, and
effectively and profitably integrate the operations of the
acquired businesses into the Company's existing operations. The
process of integrating acquired businesses, including Country
Coach, may require a significant amount of resources and
management attention which will temporarily detract attention
from the day-to-day business of the Company. The Company's
ability to manage its growth effectively will require it to
continue to improve its operational, financial and management
information systems and controls, and to attract, retain,
motivate and manage employees effectively. The failure of the
Company to manage growth in its business effectively could have a
material adverse effect on the financial condition and results of
operations of the Company.
Expansion of Manufacturing Facilities. The Company's
National RV subsidiary is expanding its current production
capacity of 200,000 square feet through the construction of a
154,000 square foot manufacturing facility on its property in
Perris, California. In addition, the Company's Country Coach
subsidiary is expanding and may in the future further expand its
capacity in its Junction City, Oregon location. Although the
Perris facility is scheduled to become operational in February
1997, there can be no assurance that such facility or future
additional facilities will be able to meet the manufacturing
<PAGE>
needs of the Company or that the Company will be able to attract
and retain qualified technical, supervisory and manufacturing
personnel required in order to operate such facility in an
effective and efficient manner. If any such expansion cannot be
implemented in a timely manner, the Company may experience
capacity constraints that could cause production or shipping
delays during the Company's peak manufacturing season. Any such
capacity constraints or delays could have a material adverse
effect on the Company's financial condition and results of
operations.
Dependence on Key Personnel. The Company's growth and
continued success depend to a substantial degree on Wayne M.
Mertes, a founder of National RV and President, Chief Executive
Officer and a director of the Company, Robert B. Lee, a founder
and Chief Executive Officer of Country Coach and a director of
the Company and other key personnel. The Company has employment
agreements which expire in October 1998 and November 1999 with
Mr. Mertes and Mr. Lee, respectively. In addition, the Company
has obtained key-man insurance on the life of Mr. Mertes and has
applied for key-man insurance on the life of Mr. Lee in the
amounts of $2.0 and $3.0 million, respectively. The loss to the
Company of the services of Mr. Mertes, Mr. Lee or any of its
other key personnel could have a material adverse effect on the
business of the Company.
Dependence on Certain Dealers; Concentration of Dealers in
Certain Regions. Although no one dealer accounted for more than
10% of the Company's net sales during the first nine months of
1996, the Company's top ten dealers accounted for approximately
37.2% of the Company's sales during the nine months ended
September 30, 1996 (36.6% on a pro forma basis for the
Acquisition). The loss by the Company of one or more of these
dealers could have a material adverse effect on the Company's
financial condition and results of operations. In addition, as
is typical in the RV industry, a significant portion of the
Company's sales are from dealers located in states in the western
part of the United States. Consequently, the Company's sales
could be materially adversely affected by a general downturn in
economic conditions or other material events in such region.
Dependence on Chassis Suppliers. One of the principal
components used in the manufacture of motorhomes and bus
conversions is the chassis and bus shell, respectively, which
include the engine, drive train and other operating components.
Although Country Coach manufactures chassis used in certain of
its products, the Company obtains the required chassis for most
of its Class A motorhomes from a limited number of manufacturers
and the required bus shells from Prevost Corporation. Prevost is
the only manufacturer of bus shells used in the Company's bus
conversions and there is only one other manufacturer of bus
shells in North America. As is standard in the industry,
<PAGE>
arrangements with such suppliers permit them to terminate their
relationship with the Company at any time. Lead times for the
delivery of chassis frequently exceed five weeks, and the RV
industry as a whole has from time to time experienced temporary
shortages of chassis. If any of the Company's suppliers were to
discontinue the manufacture of chassis utilized by the Company in
the manufacture of its Class A motorhomes, materially reduce
their availability to the RV industry in general or limit or
terminate their availability to the Company in particular, the
business and financial condition of the Company could be
materially and adversely affected.
Potential Liabilities Under Repurchase Agreements. As is
common in the industry, the Company enters into repurchase
agreements with the financing institutions used by its dealers to
finance their purchases. These agreements obligate the Company
to purchase a dealer's inventory under certain circumstances in
the event of a default by the dealer to its lender. The risk of
loss, however, is spread over many dealers and is further reduced
by the resale value of the RVs that the Company would be required
to repurchase. Although losses under these agreements have not
been significant in the past, if the Company were obligated to
repurchase a significant number of RVs in the future, it could
result in losses and a reduction in new RV sales. The Company's
contingent obligations under repurchase agreements vary from
period to period and totalled approximately $26.0 million as of
December 31, 1995, and $36.9 million as of September 30, 1996,
pro forma for the Acquisition.
Competition. The Company competes with numerous
manufacturers, many of which have multiple product lines of RVs,
are larger and have substantially greater financial and other
resources than the Company. According to an industry source, the
two largest motorhome manufacturers had sales aggregating 45.1%
and 43.9% of total industry-wide retail unit sales of Class A
motorhomes for the year ended December 31, 1995 and the eight
months ended August 31, 1996, respectively. In addition, sales
of used RVs provide competition to RV manufacturers.
Government Regulation. The Company is subject to the
provisions of the National Traffic and Motor Vehicle Safety Act
(the "Motor Vehicle Act") and the safety standards for RVs and
components which have been promulgated thereunder by the
Department of Transportation. The Motor Vehicle Act authorizes
the National Highway Traffic Safety Administration ("NHTSA") to
require a manufacturer to recall and repair vehicles which
contain certain hazards or defects. The Company has from time to
time instituted voluntary recalls of certain motorhome units,
none of which had a material adverse effect on the Company and
the Company participated in one industry-wide recall commenced in
1991 which has resulted in an aggregate cost to the Company of
$1.5 million. The Company is also subject to numerous state
<PAGE>
consumer protection laws and regulations relating to the
operation of motor vehicles, including so-called "Lemon Laws."
The Company's manufacturing operations are subject to a
variety of federal and state environmental regulations relating
to the use, generation, storage, treatment, emissions, and
disposal of hazardous material sand wastes and noise pollution.
Such laws and regulations are becoming more stringent, and it is
likely that future amendments to these environmental statutes and
additional regulations promulgated thereunder will be applicable
to the Company, its manufacturing operations and its products in
the future. The failure of the Company to comply with present or
future regulations could result in fines being imposed on the
Company, potential civil and criminal liability, suspension of
production or operations, alterations to the manufacturing
process or costly cleanup or capital expenditures.
Product Liability. The Company maintains product liability
insurance with coverage in amounts which management believes is
reasonable. To date, the Company has been successful in
obtaining product liability insurance on terms the Company
considers acceptable. The Company's current policy provides
coverage against claims based on occurrences within the policy
periods up to a maximum of $6 million. Given the nature of the
Company's business, product liability in excess of the Company's
insurance coverage, if incurred, could have a material adverse
effect on the Company.
Control by Affiliates. As of December 10, 1996, affiliates
of Siegler, Collery & Co., a New York-based investment firm
("Siegler Collery"), beneficially owned approximately 24.9% of
the outstanding shares of Common Stock. Gary N. Siegler,
Chairman of the Board and a director of the Company, controls
each of these affiliates. In addition, as of December 10, 1996,
the executive officers and directors of the Company as a group
beneficially own approximately 38.5% of the outstanding shares of
Common Stock. As a result of such ownership, Mr. Siegler,
individually, and the executive officers and directors, as a
group, have the ability to exert significant influence on the
Company's policies, the election of directors and the
authorization of certain transactions that require stockholder
approval.
Antitakeover Provisions. Certain provisions of the
Company's Certificate of Incorporation, as well as Delaware
corporate law and the Company's Stockholder Rights Plan (the
"Rights Plan"), may be deemed to have anti-takeover effects and
may delay, defer or prevent a takeover attempt that a stockholder
might consider in its best interest. Such provisions also may
adversely affect prevailing market prices for the Common Stock.
<PAGE>
Certain of such provisions allow the Company's Board of Directors
to issue, without additional stockholder approval, preferred
stock having rights senior to those of the Common Stock. In
addition, the Company is subject to the anti-takeover provisions
of Section 203 of the Delaware General Corporation Law, which
prohibits the Company from engaging in a "business combination"
with an "interested stockholder" for a period of three years
after the date of the transaction in which the person became an
interested stockholder, unless the business combination is
approved in a prescribed matter. In August 1996, the Company
adopted the Rights Plan, pursuant to which holders of the Common
Stock received a distribution of rights to purchase additional
shares of Common Stock, which rights become exercisable upon the
occurrence of certain events.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of
the Shares by the Selling Stockholders.
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION
The 937,500 Shares offered hereby consist of 900,000 shares
of Common Stock sold by the Company to certain Selling
Stockholders in a private placement completed by the Company in
December 1996 and 37,500 shares of Common Stock underlying
certain outstanding warrants to purchase Common Stock held by a
Selling Stockholder.
The following table sets forth as of December 2, 1996,
information regarding the beneficial ownership of the Company's
Common Stock held by each Selling Stockholder who may sell the
Shares pursuant to this Prospectus as of such date, the number of
Shares offered hereunder by each such Selling Stockholder and the
net ownership of shares of Common Stock, if all such Shares so
offered are sold by each Selling Stockholder.
Name of Selling Shares Owned
Stockholder Prior to This Offering(1)
Eran Ashany 2,000
Steven R. Berrard 75,000
Connecticut Capital
Associates L.P. 70,000
Michael Gilfillan 500
John Josephson 2,500
Kaveh Khosrowshahi 1,000
Lee Skoblow (3) 37,500
John Guy McMillan 7,500
MGD Holdings, Ltd. 150,000
Network Fund III, Ltd. 150,000
<PAGE>
Oppenheimer Enterprise Fund 70,000
Patrick Perry 500
Robert Fleming Nominees Ltd. 225,000
John A. Schneider 1,000
Warburg Pincus Emerging
Growth Fund, Inc. 150,000
Total Number of Shares to be Total Shares to be
Offered For Selling Owned Upon Completion
Stockholder's Account of this Offering (2)
Number Percent
2,000 0 x
75,000 0 x
70,000 0 x
500 0 x
2,500 0 x
1,000 0 x
37,500 0 x
7,500 0 x
150,000 0 x
150,000 0 x
70,000 0 x
500 0 x
220,000 5,000 x
1,000 0 x
150,000 0 x
(x) Less than one percent
(1) Except as otherwise noted, all shares are beneficially owned
and sole voting and investment power is held by the party named.
(2) Assumes the sale of all shares listed in the "Total Number
of Shares to be Offered for the Selling Stockholder's Account"
column. Also assumes that none of the Selling Stockholders sells
shares of Common Stock not being offered hereunder or purchases
additional shares of Common Stock.
(3) Represents shares issuable upon the exercise of certain
warrants to purchase Common Stock held by the Selling
Stockholder.
The Selling Stockholders may sell some or all of the Shares
in transactions involving broker/dealers, who may act as agent or
acquire the Shares as principal. Any broker/dealer participating
in such transactions as agent may receive a commission from the
<PAGE>
Selling Stockholders (and, if they act as agent for the purchaser
of such Shares, from such purchaser). Usual and customary
brokerage fees will be paid by the Selling Stockholders.
Broker/dealers may agree with the Selling Stockholders to sell a
specified number of Shares at a stipulated price per Share and,
to the extent such broker/dealer is unable to do so acting as
agent for the Selling Stockholders, to purchase as principal any
unsold Shares at the price required to fulfill the respective
broker/dealer's commitment to the Selling Stockholders.
Broker/dealers who acquire Shares as principals may thereafter
resell such Shares from time to time in transactions (which may
involve cross and block transactions and which may involve sales
to and through other broker/dealers, including transactions of
the nature described above) in the over-the-counter market, in
negotiated transactions or otherwise, at market prices prevailing
at the time of sale or at negotiated prices, and in connection
which such resales may pay to or receive commissions from the
purchasers of such Shares. The Selling Stockholders also may
sell some or all of the Shares directly to purchasers without the
assistance of any broker/dealer.
The Company is bearing all costs relating to the
registration of the Shares. Any commissions or other fees
payable to broker/dealers in connection with any sale of the
Shares will be borne by the Selling Stockholders or other party
selling such Shares.
The Selling Stockholders must comply with the requirements
of the Act and the Exchange Act and the rules and regulations
thereunder in the offer and sale of the Shares. In particular,
during such times as the Selling Stockholders may be deemed to be
engaged in a distribution of the Common Stock, and therefore be
deemed to be "underwriters" under the Act, they must comply with
Rules 10b-6 and 10b-7 under the Exchange Act, and will, among
other things:
(a) not engage in any stabilization activities in connection
with the Company's securities;
(b) furnish each broker/dealer through which Shares may be
offered such copies of this Prospectus, as amended from time to
time, as may be required by such broker/dealer; and
(c) not bid for or purchase any securities of the Company or
attempt to induce any person to purchase any securities of the
Company other than as permitted under the Exchange Act.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of
10,000,000 shares of Common Stock, par value $.01 per share, and
5,000 shares of Preferred Stock, par value $.01 per share
<PAGE>
("Preferred Stock"). As of December 10, 1996, the Company had
outstanding 6,193,579 shares of Common Stock and 4,000 shares of
Series A Preferred Stock.
Common Stock
The holders of outstanding shares of Common Stock are
entitled to receive dividends out of assets legally available
therefor at such times and in such amounts as the Board of
Directors may, from time to time, determine. Each stockholder is
entitled to one vote for each share of Common Stock held by such
stockholder. The Company's Restated Certificate of Incorporation
does not provide for cumulative voting. Therefore, the holders
of a majority of the Company's Common Stock could elect all of
the Company's directors. The Common Stock is not entitled to
preemptive rights and is not subject to redemption. Upon
liquidation, dissolution or winding-up of the Company, the assets
legally available for distribution to stockholders are
distributable ratably among the holders of the Common Stock
outstanding at that time after payment of liquidation
preferences, if any, on any outstanding Preferred Stock. Each
outstanding share of Common Stock is fully paid and
nonassessable.
Pursuant to the Rights Plan, holders of the Common Stock
received a distribution of one right (the "Rights") to purchase
one ten thousandth of a share of Series B Junior Participating
Preferred Stock for each share of Common Stock owned. The Rights
will generally become exercisable ten days after a person or
group acquires 15% of the Company's outstanding voting securities
or ten business days after a person or group commences or
announces an intention to commence a tender or exchange offer
that could result in the acquisition of 15% of any such
securities. Ten days after a person acquires 15% or more of the
Company's outstanding voting securities (unless this time period
is extended by the Company's Board of Directors) each Right
would, subject to certain adjustments and alternatives, entitle
the rightholder to purchase Common Stock of the Company or stock
of the acquiring company having a market value of twice the
$24.00 exercise price of the Right (except that the acquiring
person or group and other related holders would not be able to
purchase Common Stock of the Company on these terms). The Rights
are nonvoting, expire on 2006 and may be redeemed by the Company
at a price of $0.01 per Right at any time prior to the tenth day
after an individual or group acquired 15% of the Company's voting
stock, unless extended. The purpose of the Rights is to
encourage potential acquirors to negotiate with the Company's
Board of Directors prior to attempting a takeover and to give the
Company's Board of Directors leverage in negotiating on behalf of
the stockholder the terms of any proposed takeover.<PAGE>
<PAGE>
Preferred Stock
The Company's Restated Certificate of Incorporation provides
that the Company may, without further action by the Company's
stockholders, issue up to an aggregate of 5,000 shares of
Preferred Stock in one or more series. The Board of Directors is
authorized to establish from time to time the number of shares to
be included in any such series and to fix the relative rights and
preferences of the shares of any such series, including without
limitation dividend rights, dividend rate, voting rights,
redemption rights and terms, liquidation preferences and sinking
fund provisions. The Board of Directors may authorize and issue
Preferred Stock with voting or conversion rights that could
adversely affect the voting power or other rights of the holders
of Common Stock. In addition, the issuance of Preferred Stock
could have the effect of delaying, deferring or preventing a
change in control of the Company.
As part of the total of 5,000 shares of authorized Preferred
Stock, the Company's Restated Certificate of Incorporation
designates 4,000 of such shares as Series A Preferred Stock (the
"Series A Preferred Stock"), all of which were issued in May
1989. The Series A Preferred Stock is not entitled to any
dividends and the holders thereof have no voting rights except as
otherwise may be provided by law. Upon the liquidation,
dissolution or winding up of the Company, the holders of Series A
Preferred Stock are entitled to receive out of the assets of the
Company available for distribution to the stockholders, before
any distribution is made to the holders of shares of Common Stock
or any other series of Preferred Stock, an amount equal to $.01
per share of Series A Preferred Stock (the "Series A Liquidation
Preference"). The Series A Preferred Stock is redeemable, in
whole or in part, at the option of the Company, at any time or
from time to time at a redemption price per share equal to the
Series A Liquidation Preference. The Company has no present
plans to issue any additional shares of Preferred Stock,
including additional shares of Series A Preferred Stock.
Transfer Agent
The Transfer Agent and registrar for the Common Stock is
Continental Stock Transfer and Trust Company.
EXPERTS
The consolidated financial statements at December 31, 1995
and May 31, 1994 and 1995 and for the seven month periods ended
December 31, 1995 and December 31, 1994 and the fiscal years
ended May 31, 1995, 1994 and 1993 incorporated by reference in
this Prospectus have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on
the authority of said firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be
passed upon for the Company by Werbel & Carnelutti, A
Professional Corporation, New York, New York. Members of such
firm have a pecuniary interest in 3,750 shares of the Common
Stock and Stephen M. Davis, a member of such firm, is a director
of the Company.<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution (1)
Securities and Exchange Commission registration fee:$ 4,890
Accounting fees and expenses: 5,000
Legal fees and expenses: 10,000
Blue Sky fees and expenses: 1,000
Miscellaneous: 1,000
Total: $21,890
(1) All amounts are estimates other than the Commission's
registration fee. No portion of these expenses will be borne by
the Selling Stockholders.
Item 15. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of
Delaware ("DGCL") empowers the Company to, and the Certificate of
Incorporation of the Company provides that it shall, indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding by any reason of the fact that he is or was a
director, officer, employee or agent of the Company, or is or was
serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments,
fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful; except that, in the case of an action or
suit by or in the right of the Company, no indemnification may be
made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless
and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine that such
person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall
deem proper.
<PAGE>
<PAGE>
The Company's Certificate of Incorporation provides,
pursuant to Section 145 of the DGCL, for indemnification of
officers, directors, employees and agents of the Company and
persons serving at the request of the Company in such capacities
within other business organizations against certain losses,
costs, liabilities and expenses incurred by reason of their
position with the Company or such other business organizations.
Article Ninth of the Company's Certificate of Incorporation
limits a director's liability in accordance with Section 102(b)
of the DGCL. Specifically, Article Ninth provides that no
director of the Company shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal
benefit. Article Ninth also provides that if the DGCL is further
amended to authorize corporate action further eliminating or
limiting the personal liability of directors, the liability of a
director of the Company shall be eliminated or limited to the
fullest extent permitted by the DGCL.
Item 16. Exhibits.
Exhibit
Number Description
5.1 Opinion of Werbel & Carnelutti, A Professional
Corporation.
23.1 Consent of Werbel & Carnelutti (included in Exhibit
5.1).
23.2 Consent of Price Waterhouse LLP.
24.1 Power of Attorney (Reference is made to the signature
page of the Registration Statement).
Item 17. Undertaking.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
<PAGE>
<PAGE>
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in the Registration Statement; provided, however, that the
undertakings set forth in paragraphs (i) and (ii) above do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") that are incorporated by reference in this
Registration Statement.
2. That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which
remain unsold at the termination of the offering.
4. That, for the purpose of determining any liability under
the Securities Act each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnifications for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described under Item 15 above, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act, and is, therefore,<PAGE>
<PAGE>
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act, and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Perris, State of California, on December 13, 1996.
NATIONAL R.V. HOLDINGS, INC.
By: /s/ Wayne M. Mertes
----------------------------------
Wayne M. Mertes,
President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen M. Davis and Gary
N. Siegler, and each of them, his true and lawful attorneys-in-
fact and agents, with full power of substitution, for him and in
his name, in any and all capacities, to sign all amendments
(including post-effective amendments) to the Registration
Statement to which this power-of-attorney is attached, and to
file all those amendments and all exhibits to them and other
documents to be filed in connection with them, with the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities indicated on December 13,
1996.
<PAGE>
<PAGE>
Signature Capacity in Which Signed
/s/ Gary N. Siegler
- ----------------------------
Gary N. Siegler Chairman of the Board
/s/ Wayne M. Mertes
- -----------------------------
Wayne M. Mertes Chief Executive Officer and
Director(Principal Executive
Officer)
/s/ Robert B. Lee
- -----------------------------
Robert B. Lee Director and Chairman of
Country Coach
/s/ Kenneth W. Ashley
- ------------------------------
Kenneth W. Ashley Chief Financial Officer
(Principal Accounting and
Financial Officer)
/s/ Stephen M. Davis
- ------------------------------
Stephen M. Davis Director and Secretary
/s/ Gary L. Fuhrman
- -------------------------------
Gary L. Fuhrman Director
/s/ Neil H. Koffler
- -------------------------------
Neil H. Koffler Director and Assistant
Secretary
<PAGE>
<PAGE>
<Ex. 5.1>
December 13, 1996
National R.V. Holdings, Inc.
3411 N. Perris Blvd.
Perris, California 92571
Gentlemen:
You have requested our opinion as counsel for National
R.V. Holdings, Inc., a Delaware corporation (the "Company"), in
connection with the registration under the Securities Act of
1933, as amended, and the rules and regulations promulgated
thereunder, and the public offering by certain selling
stockholders (the "Selling Stockholders") of 937,500 shares of
the Company's common stock (the "Shares").
We have examined the Company's Registration Statement
on Form S-3 in the form to be filed with the Securities and
Exchange Commission on or about December 13, 1996 (the
"Registration Statement"). We further have examined the
Certificate of Incorporation of the Company as certified by the
Secretary of State of the State of Delaware, the By-laws, the
minute books and other agreements of the Company as a basis for
the opinion hereafter expressed.
Based on the foregoing examination, we are of the
opinion that when the Shares have been issued, delivered and paid
for as contemplated in the Prospectus forming a part of the
Registration Statement and upon issuance by the Company and sale
by the Selling Stockholders in the manner described in the
Registration Statement, the Shares will be legally issued, fully
paid and non-assessable.
We consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
WERBEL & CARNELUTTI
/s/ Werbel & Carnelutti
----------------------------
<PAGE>
<PAGE>
<Ex. 23.2>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting a part of this Registration Statement on
Form S-3 of our report dated February 12, 1996 appearing on page
F-1 of National R.V. Holdings, Inc. Annual Report on Form 10-K
for the period ended December 31, 1995. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
Los Angeles, California
December 12, 1996
86812
