<PAGE>
As filed with the Securities and Exchange Commission on
December 10, 1997
Registration No. 333-
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
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
---------------
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 Proposed Proposed
Each Class Maximum Maximum
of Securities Amount Offering Aggregate Amount of
To Be To Be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
- -------------------------------------------------------------------
Common 878,151 $30.00 $26,344,530 $ 7,984
Stock, shares
$0.01 par
Amount value
(1) Calculated based on the average of the high and low reported
sale prices of a share of the Company's Common Stock as reported by
Nasdaq as of a date within five (5) business days of the date of
this Registration Statement in accordance with the provisions of
Rule 457(c) under the Securities Act of 1933, as amended.
----------------------
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment that
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration
Statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may
determine.<PAGE>
<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 10, 1997
Prospectus
878,151 Shares
NATIONAL R.V. HOLDINGS, INC.
Common Stock
($.01 Par Value)
The shares offered hereby (the "Shares") consist of 878,151
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 Companys Common Stock is traded and quoted on the NASDAQ
National Market under the symbol NRVH. On December 8, 1997, the
closing sale price of the Common Stock was $30.00 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 , 1997<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.
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 Companys 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.<PAGE>
<PAGE>
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 Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
(b) The Companys Quarterly Report on Form 10-Q for the fiscal
quarters ended March 31, 1997, June 30, 1997 and September 30,
1997;
(c) The Company Proxy Statement dated April 25, 1997 relating to
its 1997 Annual Meeting of Stockholders; and
(d) All other reports pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the Companys fiscal period ended
December 31, 1996.
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.
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.
<PAGE>
<PAGE>
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
acquired in November 1996, 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. Country Coach is
the fourth largest manufacturer of Highline motorhomes in the
United States with a 11.2% share of the Highline segment of the
Class A motorhome market. 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 7.7% market
share.
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.
<PAGE>
<PAGE>
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
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 Companys 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. <PAGE>
<PAGE>
Expansion of Manufacturing Facilities. In 1997, the
Company's National RV subsidiary expanded 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 recently expanded its Junction City, Oregon location.
There can be no assurance that such facilities or future additional
facilities will be able to meet the manufacturing 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.
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 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
1997, the Company's top ten dealers accounted for approximately 38%
of the Company's sales during the nine months ended September 30,
1997. 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, arrangements with such<PAGE>
<PAGE>
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 $54 million as of September
30, 1997.
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 44.3% and
45.8% of total industry-wide retail unit sales of Class A
motorhomes for the year ended December 31, 1996 and the nine months
ended September 30, 1997, 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. The Company is also
subject to numerous state consumer protection laws and regulations
relating to the operation of motor vehicles, including so-called
"Lemon Laws."
<PAGE>
<PAGE>
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 $11 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 November 15, 1997,
affiliates of Siegler, Collery & Co., a New York-based investment
firm ("Siegler Collery"), beneficially owned approximately 22.3% 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 November 15, 1997, the executive
officers and directors of the Company as a group beneficially own
approximately 35.3% 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. 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<PAGE>
<PAGE>
"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 878,151 Shares offered includes 106,250 shares of
Common Stock underlying certain outstanding warrants to purchase
Common Stock held by the Selling Stockholders.
The following table sets forth as of November 15, 1997,
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.
<TABLE>
<CAPTION>
Total Number
of Shares to
Name of Shares Owned be Offered For Total Shares to be
Selling Prior to this Selling Stock- Owned Upon Completion
Stockholder Offering (1) holder's Account of this Offering (2)
Number Percent
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
Gary N.
Siegler 1,769,557(3) 150,000 1,619,557(3) 25.9%
The SC
Fundamental
Value Fund,
L.P. 494,578(3) 227,500 267,078 4.3%
SC Fundamental
Value BVI, Ltd. 256,581(3) 122,500 134,081 2.1%
Robert B.
Lee 407,441(4) 178,720 228,721(4) 3.7%<PAGE>
<PAGE>
Jack L.
Courtemanche 67,352(5) 8,676 58,676(5) 0.9%
Terry N.
Lee 101,647 50,823 50,824 0.8%
Kenda M.
Mason 33,683 16,841 16,842 0.3%
Brenda J.
Lee-Thomson 33,683 16,841 16,842 0.3%
Ladenburg
Thalmann &
Co. Inc. 18,750(6) 18,750 0 0%
Allen &
Company
Incorporated 25,000(6) 25,000 0 0%
Brean Murray
& Co., Inc. 37,500(6) 37,500 0 0%
Jordan Berlin 95(6) 95 0 0%
David C. Berman 800(6) 800 0 0%
Mark Biderman 197(6) 197 0 0%
Carl Chaleff 95(6) 95 0 0%
Laura Dopman 300(6) 300 0 0%
Thomas Dwan 79(6) 79 0 0%
Roger Einiger 1,243(6) 1,243 0 0%
Steven Eisenberg 1,500(6) 1,500 0 0%
Dennis Feerey 103(6) 103 0 0%
Antonio Fernandez 592(6) 592 0 0%
Thomas Fritzlen, Jr. 79(6) 79 0 0%
Thomas Gallagher 629(6) 629 0 0%
Nathan Gantcher 2,437(6) 2,437 0 0%
Jack Goldenthal 221(6) 221 0 0%
Mark Harms 1,600(6) 1,600 0 0%<PAGE>
<PAGE>
Melvin Herman 79(6) 79 0 0%
Robert Hord 79(6) 79 0 0%
Frank James 258(6) 258 0 0%
Robert Kleinberg 472(6) 472 0 0%
Joyce Kramer 79(6) 79 0 0%
Matthew Maryles 299(6) 299 0 0%
Stephen McGrath 626(6) 626 0 0%
Joseph Missett III 163(6) 163 0 0%
Patricia Navarro 1,000(6) 1,000 0 0%
Seth Novatt 95(6) 95 0 0%
Thomas O'Donnell 373(6) 373 0 0%
Robert Okin 79(6) 79 0 0%
Oppenheimer & Co.
Inc. 6,175(6) 6,175 0 0%
Thomas Ortwein 79(6) 79 0 0%
Alex R. Picou 800(6) 800 0 0%
Alan Rappaport 175(6) 175 0 0%
Stephen Robert 2,437(6) 2,437 0 0%
Gerald Rothstein 254(6) 254 0 0%
Jeffery Stern 336(6) 336 0 0%
O. Lee Tawes, III 541(6) 541 0 0%
David Tufts 286(6) 286 0 0%
Richard White 232(6) 232 0 0%
Richard Wiseley 113(6) 113 0 0%
</TABLE>
- --------------------
(*) Less than one percent
<PAGE>
<PAGE>
(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) Mr. Siegler is Chairman of the Board of Directors of the
Company. Mr. Siegler is a controlling stockholder of the general
partner and investment manager of The SC Fundamental Value Fund,
L.P. and SC Fundamental BVI, Ltd., respectively. In addition, Mr.
Siegler may be deemed to control other entities which beneficially
own shares of Common Stock. All such shares are included in the
table. The amounts for Mr. Siegler also include 313,750 shares
underlying presently exercisable stock options.
(4) Mr. Lee is a director of the Company and Chairman and Chief
Executive Officer of Country Coach. The amounts for Mr. Lee
include 50,000 shares underlying presently exercisable stock
options.
(5) Mr. Courtemanche is the President of Country Coach. The
amounts for Mr. Courtemanche include 50,000 shares underlying
presently exercisable stock options.
(6) Represents shares issuable upon the exercise of certain
warrants to purchase Common Stock held by such Selling
Stockholders.
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 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<PAGE>
<PAGE>
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 certain rules 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
("Preferred Stock"). As of November 15, 1997, the Company had
outstanding 6,254,133 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<PAGE>
<PAGE>
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.
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<PAGE>
<PAGE>
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,
1996 and 1995 and for the year ended December 31, 1996, the seven
months ended December 31, 1995 and the years ended May 31, 1995 and
1994 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 *
Securities and Exchange Commission registration fee $ 7,984
Accounting fees and expenses 5,000
Legal fees and expenses 10,000
Blue Sky fees and expenses 1,000
Miscellaneous 1,000
Total $ 24,984
========
* 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.
The Companys 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.
<PAGE>
<PAGE>
Article Ninth of the Companys 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
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<PAGE>
<PAGE>
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 registrants annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit
plans 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, 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.
<PAGE>
<PAGE>
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 10, 1997.
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 10, 1997.
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
<PAGE>
<PAGE>
/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 10, 1997
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 878,151 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 10, 1997 (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 13, 1997 appearing on page F-
1 of National R.V. Holdings, Inc. Annual Report on Form 10-K for
the year ended December 31, 1996. We also consent to the reference
to us under the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
Los Angeles, California
December 9, 1997
<PAGE>
<PAGE>
<Corresp>
December 10, 1997
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: National R.V. Holdings, Inc. (the " Company")
Registration Statement on Form S-3
Dear Ladies and Gentlemen:
Accompanying this letter for filing pursuant to the
Securities Act of 1933, as amended, is a conformed copy of the
above-captioned Registration Statement on Form S-3 filed on behalf
of the Company. Manually executed signature pages have been
executed prior to the time of this electronic filing. The filing
fee of $ 7,984 is being transmitted by wire transfer to the
Commission's account at Mellon Bank.
If we can respond to any comments or questions, please do
not hesitate to contact the undersigned collect, at (212) 832-8300.
Sincerely,
/s/ Peter DiIorio
---------------------
Peter DiIorio
Enclosure
cc: Mr. Kenneth W. Ashley
108510
