<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
NATIONAL R.V. HOLDINGS, INC.
- --------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
- ------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- ------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing is calculated and state how it was determined):
- ------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------
5) Total fee paid:
- ------------------------------------------------------------------<PAGE>
<PAGE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration number, or the Form or Schedule and the date of its
filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
<PAGE>
NATIONAL R.V HOLDINGS, INC.
3411 N. Perris Boulevard
Perris, California 92571
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on May 28, 1997
The Board of Directors of National R.V. Holdings, Inc.,
a Delaware corporation (the "Company"), hereby gives notice that
the 1997 Annual Meeting of Stockholders of the Company will be held
on Wednesday, May 28, 1997, at 9:00 a.m., Eastern Standard Time, at
The Peninsula New York, Sarah Room, 700 Fifth Avenue (at 55th
Street), New York, New York 10019, for the following purposes:
1. To elect two persons to serve on the Company's Board of
Directors as Class III Directors until the 2000 Annual Meeting of
Stockholders or until their successors are duly elected and
qualified as provided in the Company's By-laws.
2. To consider and vote upon a proposal to approve the
Company's 1996 Stock Option Plan.
3. To ratify the selection by the Board of Directors of
Price Waterhouse LLP, as the Company's independent public
accountants for the fiscal year ending December 31, 1997.
4. To transact such other and further business as may
properly come before the meeting or any adjournment(s) thereof.
Stockholders of record at the close of business on April
4, 1996 are entitled to notice of and to vote at the meeting. If
you attend the meeting you may vote in person if you wish, even
though you have previously returned your proxy. A copy of the
Company's Proxy Statement and its 1996 Annual Report to
Stockholders are enclosed herewith.
By Order of The Board of Directors
Stephen M. Davis, Secretary
April 25, 1997
<PAGE>
<PAGE>
NATIONAL R.V. HOLDINGS, INC.
3411 N. Perris Boulevard
Perris, California 92571
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
on May 28, 1997
This Proxy Statement and the accompanying Notice of
Annual Meeting of Stockholders and 1996 Annual Report to
Stockholders are being furnished in connection with the
solicitation by the Board of Directors of National R.V. Holdings,
Inc., a Delaware corporation (the "Company"), of proxies for use at
the 1997 Annual Meeting of Stockholders (the "Annual Meeting") of
the Company to be held on Wednesday, May 28, 1997, at 9:00 a.m.,
Eastern Standard Time, at The Peninsula New York, Sarah Room, 700
Fifth Avenue (at 55th Street), New York, New York 10019, and at any
adjournments thereof. This Proxy Statement and the enclosed proxy
are first being sent to stockholders on or about April 25, 1997.
The close of business on April 4, 1997 has been selected
as the record date (the "Record Date") for determining the holders
of outstanding shares of the Company's common stock, par value $.01
per share (the "Common Stock"), entitled to receive notice of and
vote at the Annual Meeting. On the Record Date, there were
6,243,280 shares of Common Stock outstanding and approximately 73
holders of record. Holders of Common Stock are entitled to one
vote per share.
The presence in person or by properly executed proxy of
the record holders of a majority of the outstanding shares of
Common Stock will constitute a quorum at the Annual Meeting.
Elections of directors will be determined by a plurality of vote of
all shares present in person or by properly executed proxy and
voting at the Annual Meeting. The affirmative vote of the record
holders of a majority of the Common Stock present in person or by
proxy at the Annual Meeting and voting is required to ratify the
selection of the independent public accountants.
Unless proxies have been previously revoked, all shares
represented by properly executed proxies will be voted at the
Annual Meeting in accordance with the directions given on such
proxies. Any person giving a proxy has the power to revoke it, in
writing delivered to the Secretary of the Company at the address
given above, at any time prior to its exercise. If no direction is
given, a properly executed proxy will be voted FOR the election of
the persons named under "Election of Directors," FOR the approval
of the 1996 Stock Option Plan and FOR the ratification of the
selection of Price Waterhouse LLP, as the Company's independent
public accountants. The Board of Directors does not anticipate
that any other matters will be brought before the Annual Meeting. <PAGE>
<PAGE>
If, however, other matters are properly presented, the persons
named in the proxy will have discretion, to the extent allowed by
Delaware law, to vote in accordance with their own judgment on such
matters.
ELECTION OF DIRECTORS
ITEM 1 -- ELECTION OF DIRECTORS
Pursuant to the Company's Bylaws, the Company's Board of
Directors consists of six members and is divided into three classes
of Directors serving three-year terms. One class of directors is
elected by stockholders at each annual meeting to serve until the
third annual meeting following such annual meeting or until their
successors are elected and qualified. At the Annual Meeting,
Stockholders will elect two Class III Directors to serve until the
Annual Meeting of Stockholders to be held in 2000 and until their
successors are elected and qualified.
Nominees for Class III Director
Gary L. Fuhrman and Neil H. Koffler, both incumbent Class
III Directors, have been nominated by management for reelection to
the Board of Directors as Class III Directors at the Annual Meeting
and have consented to serve as such, if elected. Set forth below
is information concerning such nominees for Class III Director:
GARY L. FUHRMAN. Mr. Fuhrman has been a director of the
Company since August 1993. He is a Class III director whose term
expires at the Annual Meeting. Mr. Fuhrman has been a Director and
a Senior Vice President of Arnhold and S. Bleichroeder, Inc. since
March 1995 and January 1993, respectively, and a vice president of
such firm for more than five years prior thereto. Mr. Fuhrman is a
director of Medical Resources, Inc., a provider of diagnostic
imaging services.
NEIL H. KOFFLER. Mr. Koffler has been a director of the
Company since August 1993 and Assistant Secretary since September
1993. He is a Class III director whose term expires at the Annual
Meeting. Mr. Koffler has been employed by Siegler Collery since
June 1989. Mr. Koffler is a director of Medical Resources, Inc.
Vote Required
The affirmative vote of the record holders of a plurality
of the Common Stock present in person or by proxy at the Annual
Meeting and voting is required to elect Directors. The enclosed
proxy provides a means for stockholders to vote for the election of
the nominees or to withhold authority to vote for such nominees.
Abstentions with respect to the election of the nominees for Class
III Directors will have the same effect as a withheld vote and
broker non-votes will have no effect on the election of Directors.<PAGE>
<PAGE>
It is the intention of the persons in the enclosed proxy
to vote FOR the election of Gary L. Fuhrman and Neil H. Koffler to
serve as Class III Directors of the Company. Messrs. Fuhrman and
Koffler, who currently serve as Directors, have consented to be
named in this Proxy Statement and to continue to serve if elected.
Management does not contemplate or foresee that the nominees will
be unable or unwilling to serve or be otherwise unavailable for
election.
Board Recommendation
The Board of Directors recommends that stockholders vote
FOR the election of the nominees for Class III Directors set forth
above.
APPROVAL OF THE COMPANY'S 1996 STOCK OPTION PLAN
ITEM 2 -- PROPOSAL TO APPROVE THE ADOPTION OF THE COMPANY'S 1996
STOCK OPTION PLAN
General
On October 2, 1996, the Company's Board of Directors adopted
the Company's 1996 Stock Option Plan (the "1996 Option Plan"). The
following summary of the provisions of the 1996 Option Plan is
qualified in its entirety by express reference to the text of the
1996 Option Plan attached as Exhibit I hereto. Terms not otherwise
defined in this summary shall have the meaning given to them in the
text of the 1996 Option Plan.
Shares Granted and Reserved
Under the 1996 Option Plan, a total of 450,000 shares of
Common Stock are reserved to be issued upon exercise of options
granted under the plan, subject to adjustment in the event of,
among other things, an increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, stock
dividend, combination or reclassification of the Common Stock of
the Company or the payment of a stock dividend with respect to the
Common Stock. As of December 31, 1996, options for the purchase of
a total of 422,000 shares had been granted and were outstanding
under the 1996 Option Plan. Included within such total are options
granted to the Company's President, Mr. Wayne M. Mertes to purchase
50,000 shares; to the Chairman and Chief Executive Officer of the
Company's Country Coach, Inc. subsidiary ("CCI") and a director of
the Company, Mr. Robert B. Lee to purchase 50,000 shares; to non-
employee directors Messrs. Gary N. Siegler and Neil H. Koffler, to
purchase 92,500 and 22,500 shares, respectively; to the Company's
Chief Financial Officer and Treasurer, Mr. Kenneth W. Ashley, to
purchase 10,000 shares; and to 23 other employees as a group, to
purchase 197,000 shares. The options granted to Messrs. Mertes,<PAGE>
<PAGE>
Lee, Siegler and Koffler vested immediately upon grant and expire
ten years from the date of grant. Options granted to Mr. Ashley
and other employees vest in three equal annual installments and
expire five years from the date of grant. On April 1, 1997 the
closing sales price of one share of Common Stock on The Nasdaq
Stock Market's National Market System (the "Nasdaq Market") was
$12.63.
Plan Description
Purpose. The Purpose of the 1996 Option Plan is to strengthen
the Company by providing an incentive to its employees, consultants
and directors and encouraging them to devote their abilities to the
success of the Company. It is intended that this purpose be
achieved by extending to employees, consultants and directors of
the Company or any subsidiary an added long-term incentive for high
levels of performance and exceptional efforts through the grant of
options to purchase shares of the Common Stock of the Company.
Administration. The 1996 Option Plan provides that it shall
be administered by a disinterested committee consisting of at least
two persons chosen by the Board of Directors (the "Committee"). The
Committee must consist of at least two directors who are
"disinterested" persons as defined in Rule 16b-3 under the
Securities Exchange Act of 1934 (the "Exchange Act"). Presently,
Messrs. Fuhrman and Davis constitute the Committee administering
the 1996 Option Plan. Subject to the terms of the 1996 Option
Plan, the Committee has full power to select, from among the
employees and directors eligible for option grants, the individual
to whom options will be granted, and to determine the specific
terms and conditions of each option grant in a manner consistent
with the 1996 Option Plan; to waive compliance by participants with
terms and conditions of option grants; to modify or amend option
grants in a manner consistent with the 1996 Option Plan; to
interpret the 1996 Option Plan and decide any questions and settle
all controversies and disputes that may arise in connection
therewith; and to adopt, amend, and rescind rules and regulations
for the administration of the 1996 Option Plan. Determinations of
the Committee on all matters relating to the 1996 Option Plan are
conclusive.
Eligibility. Options may be granted to any employee,
consultant or director of the Company, provided that incentive
stock options (as defined below) may only be granted to employees
and to directors who are also employees. Under Exchange Act Rule
16b-3, a member of the Committee may not participate in the 1996
Option Plan.
Options: Grants and Exercise. The 1996 Option Plan permits
the granting of non-transferable stock options that qualify as
incentive stock options ("ISOs") under Section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code"), and<PAGE>
<PAGE>
non-transferable stock options that do not so qualify ("non-
statutory options"). The option exercise price of each option is
to be determined by the Committee, but it may not be less than 100%
of the fair market value of the shares on the date of grant (110%
in the case of a person who owns stock possessing more than 10% of
the voting power of the Company (a "10% stockholder")). For
purposes of the 1996 Option Plan, "fair market value" on any given
date means the average of the high and low sales price at which
Common Stock is traded on such date as reflected on the Nasdaq
Market.
The term of each option shall be determined by the Committee;
provided, however, in the case of an ISO, the term may not exceed
ten years from the date of grant (five years, in the case of a 10%
stockholder); non-statutory options have a term limited to ten
years (five years, in the case of a 10% stockholder) from the date
of grant.
The Committee determines at what time or times and under what
conditions (including performance criteria) each option may be
exercised. Options may be made exercisable in installments, and
the exercisability of options may be accelerated by the Committee.
The Committee also determines, at the time of grant of each option,
the terms and conditions under which the options granted to a
participant may be exercised in the event of such participant's
termination of service as an employee or director as a result of
death, disability or termination of employment.
To the extent not otherwise provided by the Committee, options
granted to employees become exercisable in three installments, each
equal to one-third of the entire option granted and exercisable on
the first, second and third anniversaries of the grant date,
respectively. In the event of termination of a participant's
service to the Company, vested options may be exercised within one
year following the date of death or following a determination of
disability and within three months following termination for any
other reason; except that, if such termination is for cause, the
options will not be exercisable following such termination. In no
event may an option be exercised later than the date of expiration
of the term of the option as set forth in the agreement evidencing
such option.
In order to exercise an option, the participant must provide
written notice and full payment to the Secretary of the Company.
The option exercise price of options granted under the 1996 Option
Plan must be paid for in cash or other shares of Common Stock upon
such terms and conditions as determined by the Committee. The
Committee may require that upon exercise of an option, certificates
representing shares thereby acquired bear an appropriate
restrictive legend if the sale of the shares has not been
registered under the Securities Act of 1933, as amended.
<PAGE>
<PAGE>
No option may be transferred other than by will or by the laws
of descent and distribution, and during a participant's lifetime an
option may only be exercised by him or her.
Mergers and Consolidations. In the event of a dissolution or
liquidation or merger or consolidation of the Company, the options
shall continue in effect in accordance with their respective terms,
and each participant shall be entitled to receive the same number
and kind of stock, securities, cash, property or other
consideration that each holder of Common Stock was entitled to
receive in the transaction in respect of the Common Stock.
Amendment. The Board may amend the 1996 Option Plan or any
outstanding option for any purpose which may at the time be
permitted by law, except that no amendment or termination of the
1996 Option Plan may adversely affect the rights of any participant
(without his or her consent) under an option previously granted.
Term of Plan. Unless sooner terminated by the Board, the 1996
Option Plan will terminate at the tenth anniversary of the date of
adoption by the Board.
Certain Federal Income Tax Consequences
The following summary generally describes the principal
federal (and not state and local) income tax consequences of
options granted under the 1996 Option Plan. It is general in
nature and is not intended to cover all tax consequences that may
apply to a 1996 Option Plan participant or to the Company. The
provisions of the Code and the regulations thereunder relating to
these matters ("Treasury Regulations") are complex, and their
impact in any one case may depend upon the particular
circumstances. Each holder of an option under the 1996 Option Plan
should consult the holder's own accountant, legal counsel or other
financial advisor regarding the tax consequences of participation
in the 1996 Option Plan. This discussion is based on the Code as
currently in effect.
If an option (whether an ISO or non-statutory) is granted to
a participant in accordance with the terms of the 1996 Option Plan,
no income will be recognized by such participant at the time the
option is granted.
Generally, on exercise of a non-statutory option, the amount
by which the fair market value of the shares of the Common Stock on
the date of exercise exceeds the purchase price of such shares will
be taxable to the participant as ordinary income, and, in the case
of any employee, the Company will be required to withhold tax on
the amount of income recognized by the employee upon exercise of a
non-statutory option. Such amount of employee compensation will be
deductible for tax purposes by the Company in the year in which the
participant recognizes the ordinary income. The disposition of<PAGE>
<PAGE>
shares acquired upon exercise of a non-statutory option will result
in capital gain or loss (long-term or short-term depending on the
applicable holding period) in an amount equal to the difference
between the amount realized on such disposition and the sum of the
purchase price and the amount of ordinary income recognized in
connection with the exercise of the non-statutory option.
Generally, on exercise of an ISO, an employee will not
recognize any income and the Company will not be entitled to a
deduction for tax purposes. However, the difference between the
purchase price and the fair market value of the shares of Common
Stock received ("ISO shares") on the date of exercise will be
treated as a positive adjustment in determining alternative minimum
taxable income, which may subject the employee to the alternative
minimum tax ("AMT"). Upon the disposition of the ISO shares, the
employee will recognize long-term or short-term capital gain or
loss (depending on the applicable holding period) in an amount
equal to the difference between the amount realized on such
disposition and the purchase price of such shares. Generally,
however, if the employee disposes the ISO shares within two years
after the date of option grant or within one year after the date of
option exercise (a "disqualifying disposition"), the employee will
recognize ordinary income, and the Company will be entitled to a
deduction for tax purposes for the taxable year in which the
disqualifying disposition occurs, in the amount of the excess of
the fair market value of the shares on the date of exercise over
the purchase price (or, if less, the amount of the gain on sale).
Any excess of the amount realized by the holder on the
disqualifying disposition over the fair market value of the shares
on the date of exercise of the ISO will ordinarily constitute
capital gain.
If an option is exercised through the use of Common Stock
previously owned by the employee, such exercise generally will not
be considered a taxable disposition of the previously owned shares
and, thus, no gain or loss will be recognized with respect to such
shares upon such exercise. However, proposed Treasury Regulations
would provide that, if the previously owned shares are ISO shares
and the holding period requirement for those shares was not
satisfied at the time they were used to exercise an option, such
use would constitute a disqualifying disposition of such previously
owned ISO shares, resulting in the recognition of ordinary income
(but not any additional capital gain) in the amount described
above. If an otherwise qualifying ISO first becomes exercisable in
any one year for shares having a fair market value, determined as
of the date of the grant, in excess of $100,000, the portion of the
option in respect of such excess shares will be treated as a non-
statutory option.
<PAGE>
<PAGE>
Section 16(b) of the Exchange Act generally requires officers,
directors and 10% stockholders of the Company to disgorge profits
realized by buying and selling the Company's Common Stock within a
six month period. Consequently, by application of Code Section 83
to those participants who are subject to Section 16, generally the
relevant date for recognizing and measuring the amount of ordinary
income in connection with an exercise of a non-statutory option (or
AMT in the case of an ISO), as well as the relevant date for
recognizing and measuring the amount of an employee's ordinary
income and the Company's tax deduction in connection with a
disqualifying disposition of ISO shares as discussed above, will be
the later of: (i) six months following the date of grant, and (ii)
the date of exercise of the option.
Vote Required
The affirmative vote of the record holders of a majority
of the Common Stock present in person or by proxy at the Annual
Meeting is required to approve the 1996 Option Plan. Approval of
the 1996 Option Plan by stockholders is required for ISO options
granted under the 1996 Option Plan to meet the requirements of Code
Section 422 and for options granted under the 1996 Option Plan to
persons potentially liable under Section 16 of the Exchange Act to
be exempt from liability to the extent provided under Exchange Act
Rule 16b-3. Abstentions will have the same effect as a vote
against the approval of the 1996 Option Plan and broker non-votes
will have no effect on such vote.
Board Recommendation
The Board of Directors recommends that stockholders vote
FOR the approval of the 1996 Option Plan.
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
ITEM 3 -- RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the firm of Price
Waterhouse LLP, as the Company's independent public accountants for
the fiscal year ending December 31, 1997. Although the selection
of auditors does not require ratification, the Board has directed
that the appointment of Price Waterhouse LLP be submitted to
stockholders for ratification because management believes this
matter is of such significance as to warrant stockholder
participation. The Company expects representatives of Price
Waterhouse LLP to be present at the Annual Meeting in person or by
telephone conference to respond to appropriate stockholder
questions, and they will be given the opportunity to address the
stockholders, if they so desire.
<PAGE>
<PAGE>
Vote Required
The affirmative vote of the record holders of a majority
of the Common Stock present in person or by proxy at the Annual
Meeting and voting is required to ratify the selection of the
independent public accountants. Abstentions and broker non-votes
will have no effect on the vote for the ratification of the
selection of the independent public accountants.
Board Recommendation
The Board of Directors recommends that stockholders vote
FOR ratification of the selection of Price Waterhouse LLP, as the
Company's independent public accountants for the fiscal year ending
December 31, 1997.
<PAGE>
<PAGE>
MANAGEMENT OF THE COMPANY
The executive officers, directors and other key employees
of the Company are as follows:
<TABLE>
<S> <C> <C>
Name Age Position
- ------------------------------------------------------------------
Gary N. Siegler 35 Chairman of the Board
Wayne M. Mertes 60 President, Chief Executive
Officer and Director
Robert B. Lee 58 Director
Stephen M. Davis 42 Director and
Secretary(1)(2)
Gary L. Fuhrman 35 Director(1)(2)
Neil H. Koffler 30 Director and Assistant
Secretary(1)
Kenneth W. Ashley 51 Chief Financial Officer and
Treasurer
Other Key Employees
Jack L. Courtemanche 62 President of CCI
Lewis E. Howard 63 General Manager of NRV
Edward Read 46 Vice President of
Manufacturing of CCI
J. Raul Gimenez 42 Director of Engineering of
NRV
Michael K. Woods 57 National Sales Director of
NRV
</TABLE>
- ----------------------------------
(1) Member of the Audit Committee.
(2) Member of Compensation Committee.
<PAGE>
<PAGE>
Executive Officers and Directors
GARY N. SIEGLER. Mr. Siegler has served as Chairman of
the Board of Directors of the Company since April 1989 and as Vice
President and Secretary from April 1989 to August 1993. Mr.
Siegler is a Class I director whose term expires in 1999. Mr.
Siegler is a co-founder and, since January 1989, has been President
of Siegler, Collery & Co., a New York-based investment firm
("Siegler Collery"). Mr. Siegler is an executive officer of the
general partner of The SC Fundamental Value Fund, L.P., a fund
investing in marketable securities, and an executive officer of SC
Fundamental Value BVI, Inc., the investment advisor to an off-shore
fund investing in marketable securities. Mr. Siegler also serves
as the Chairman of the Board of Directors of Medical Resources,
Inc., a provider of diagnostic imaging services.
WAYNE M. MERTES. Mr. Mertes has been a director of the
Company since October 1991 and President and Chief Executive
Officer of the Company since August 1993. Mr. Mertes is a Class I
director whose term expires in 1999. Mr. Mertes co-founded the
predecessor of National R.V., Inc., the Company's wholly-owned
operating subsidiary ("NRV") in 1964 under the name Dolphin Trailer
Company and has continuously served as an executive officer of such
predecessor and, subsequently, NRV since such time.
ROBERT B. LEE. Mr. Lee has been a director of the
Company since November 1996. Mr. Lee is a Class II director whose
term expires in 1998. Mr. Lee founded CCI in 1973 and has
continuously served as Chairman and Chief Executive Officer of CCI
since such time.
STEPHEN M. DAVIS. Mr. Davis has been a director and
Secretary of the Company since August 1993 and Assistant Secretary
and Assistant Treasurer from May 1989 to August 1993. Mr. Davis is
a Class II director whose term expires in 1998. For more than the
last five years, Mr. Davis has been a partner of the law firm
Werbel & Carnelutti, A Professional Corporation. Mr. Davis is also
a director of Medical Resources, Inc.
GARY L. FUHRMAN. Mr. Fuhrman is a Class III director
whose term expires at the Annual Meeting. See "Election of
Directors -- Nominees for Class III Director."
NEIL H. KOFFLER. Mr. Koffler is a Class III director
whose term expires at the Annual Meeting. See "Election of
Directors -- Nominees for Class III Director."
KENNETH W. ASHLEY. Mr. Ashley has been Chief Financial
Officer and Treasurer of the Company since August 1993. Mr.
Ashley has served as NRV's Chief Financial Officer since 1989 and
served as its Controller from 1987 to 1989. Mr. Ashley is a
certified public accountant. <PAGE>
<PAGE>
Other Key Employees
JACK L. COURTEMANCHE. Mr. Courtemanche is the President
of CCI and has served in such capacity since 1990. From 1982 to
1989, Mr. Courtemanche served as Assistant to the President of the
United States in the Reagan Administration. Prior to 1982, Mr.
Courtemanche was owner and President of Crown Coach Corporation, a
California manufacturer of school and transit buses and fire
trucks.
LEWIS E. HOWARD. Mr. Howard is General Manager of the
Company and has served as General Manager of NRV since 1976.
EDWARD READ. Mr. Read is the Vice President of
Manufacturing of CCI and has served in such capacity since 1989.
J. RAUL GIMENEZ. Mr. Gimenez has been Director of
Engineering for NRV since October 1996 and was employed by
Fleetwood Enterprises for four years prior thereto.
MICHAEL K. WOODS. Mr. Woods is National Sales Director
of the Company and has served as National Sales Director of NRV
since 1990. From 1987 to 1990, Mr. Woods served as a sales
executive of NRV.
Board of Directors and Committees
Pursuant to the Company's Bylaws, the Company's Board of
Directors is divided into three classes of Directors serving three-
year terms. One class of directors is elected by stockholders at
each annual meeting to serve until the third annual meeting
following such annual meeting or until their successors are elected
and qualified. In the case of a vacancy, a director will be
appointed by a majority of the remaining directors then in office
to serve the remainder of the term left vacant. Directors do not
receive any fees for attending Board meetings. Directors are
entitled to receive reimbursement for travelling costs and other
out-of-pocket expenses incurred in attending Board meetings.
During the year ended December 31, 1996, the Board of Directors
held nine meetings (six of which were by written consent). All
incumbent directors attended at least 75 percent of those meetings
and of its committees of which they were members that were held
while they were serving on the Board or such committee.
The Board of Directors has designated a Stock Option
Committee, consisting of Stephen M. Davis and Gary L. Fuhrman,
which makes all decisions with respect to the grant of stock
options and administration of the Company's 1993 Stock Option Plan,
1995 Stock Option Plan and 1996 Stock Option Plan. The Stock
Option Committee held two meetings during the year ended December
31, 1996. The Board of Directors has also established an Audit<PAGE>
<PAGE>
Committee, consisting of Messrs. Davis, Fuhrman and Koffler, and a
Compensation Committee, consisting of Messrs. Davis and Fuhrman.
The Audit Committee reviews the performance of the independent
accountants as auditors for the Company, discusses and reviews the
scope and the fees of the prospective annual audit and reviews the
results with the auditors. The Audit Committee held one meeting
during the year ended December 31, 1996. The Compensation
Committee reviews and makes recommendations to the Board regarding
salaries, compensation and benefits of executive officers and key
employees of the Company. The Compensation Committee held one
meeting during the year ended December 31, 1996. The Company does
not have a standing nominating committee.
Pursuant to the Company's Bylaws, officers of the Company
hold office until the first meeting of directors following the next
annual meeting of stockholders and until their successors are
chosen and qualified. It is anticipated that immediately following
the Annual Meeting, the Board of Directors elected at the Annual
Meeting will hold the 1996 Annual Meeting of the Board of
Directors. At such meeting, it is anticipated that the current
officers of the Company will be re-elected to serve in the
capacities set forth above until the next Annual Meeting of the
Board of Directors or until their respective successors are duly
elected and qualified.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of the copies of the forms
furnished to the Company, or written representations from certain
reporting persons, the Company believes that during the year ended
December 31, 1996, all filing requirements applicable to its
officers and directors were complied with by such individuals.
<PAGE>
<PAGE>
Compensation of Executive Officers
The following table sets forth all compensation awarded
to, earned by or paid to each of the Company's executive officers
for the Company's fiscal periods as specified below:
<TABLE>
Annual Compensation
<S> <C> <C> <C>
Name and
Principal Position Year(1) Salary Bonus
Wayne M. Mertes Twelve Months
President and CEO Ended 12/31/96 $233,073 $200,000
Seven Months
Ended 12/31/95 $128,333 $87,500
Twelve Months
Ended 5/31/95 $220,000 $150,000
Kenneth W. Ashley
Chief Financial Twelve Months
Officer Ended 12/31/96 $89,362 $61,816
Seven Months
Ended 12/31/95 $43,888 $41,805
Twelve Months
Ended 5/31/95 $73,249 $53,924
</TABLE>
(table continued)
Annual Compensation
<TABLE>
<S> <C>
Long Term
Compensation
Other Annual Compensation(2) Options/SARs
---- 50,000
---- 30,000
---- 22,500
---- 25,000
---- 21,000
---- 5,625
/TABLE
<PAGE>
<PAGE>
(1) On December 26, 1995, the Company changed its fiscal year end
from May 31 to December 31.
(2) The aggregate amount of all perquisites and other personal
benefits paid to each named executive is not greater than either
$50,000 or 10% of the total of the annual salary and bonus reported
for either such executive.<PAGE>
<PAGE>
Compensation Committee Interlock and Insider Participation
Compensation decisions during the fiscal year ended
December 31, 1996 were made by the Company's Board of Directors,
which included Wayne M. Mertes, President of the Company. Mr.
Mertes did not participate in Board deliberations or voting
concerning his compensation, which has been established by his
employment agreement. The Board of Directors acted upon the
recommendations of the Compensation Committee which was established
in May 1994 to review and make recommendations to the Board
regarding remuneration arrangements for executive officers and key
employees of the Company. Messrs. Davis and Fuhrman, directors of
the Company, serve on the Compensation Committee. Mr. Davis, also
Secretary of the Company, is a member of Werbel & Carnelutti, A
Professional Corporation, corporate counsel to the Company.
Employment Agreements
The Company is a party to an employment agreement with
Mr. Mertes (the "Employment Agreement") which expires on October
31, 1998. Pursuant to the Employment Agreement, Mr. Mertes acts as
President and Chief Executive Officer of the Company, for which he
currently receives an annual salary of $220,000 and is prohibited
from competing with the Company for a period of 18 months following
the term of the agreement. Mr. Mertes is entitled to receive a
bonus equal to 20% of the Company's annual "Defined Income"
(defined as the Company's net income, after eliminating all
extraordinary or non-recurring items of income and expense, before
deduction of taxes and interest) in excess of $5,392,000, with a
maximum annual bonus limit of $200,000.
In November 1996, CCI entered into three year employment
agreements with Robert L. Lee, CCI Chairman and CEO, and Jack L.
Courtemanche, CCI President, for which they receive an annual
salary of $200,000 and $175,000, respectively, and bonus potential,
based on CCI operating profits, of $75,000 and $50,000,
respectively.
Stock Option Plans
1993 Stock Option Plan
In August 1993, the Company adopted and approved the 1993
Stock Option Plan (the "Plan"). The Plan is designed to serve as
an incentive for retaining qualified and competent directors,
employees and consultants. The Plan provides for the award of
options to purchase up to 300,000 shares of Common Stock, of which
234,703 were subject to outstanding options as of December 31,
1996. The Plan is administered by the Stock Option Committee of
the Board of Directors.<PAGE>
<PAGE>
The Stock Option Committee has, subject to the provisions
of the Plan, full authority to select Company individuals eligible
to participate in the Plan, including officers, directors (whether
or not employees) and consultants (the "Plan Participants"). The
Plan provides for the awarding of incentive stock options (as
defined in Section 422 of the Internal Revenue Code of 1986) and
non-incentive stock options. Options granted pursuant to the Plan
will have such vesting schedules and expiration dates as the Stock
Option Committee shall establish in connection with each Plan
Participant, which terms shall be reflected in an option agreement
executed in connection with the granting of the option. During the
year ended December 31, 1996, no options were granted under the
Plan.
1993 Option Plan
In November 1993, the Company adopted and approved the
1993 Option Plan (the "Option Plan"). The Option Plan is designed
to serve as an incentive for retaining qualified and competent
directors, employees and consultants. The Option Plan provides for
the award of options to purchase up to 232,500 shares of the
Company's Common Stock, of which 228,150 were subject to
outstanding options as of December 31, 1996. The Option Plan is
administered by the Company's Board of Directors, which has,
subject to the provisions of the Option Plan, full authority to
select Company individuals eligible to participate in the Option
Plan, including officers, directors (whether or not employees) and
consultants (the "Option Plan Participants"). The Option Plan
provides for the awarding of incentive stock options (as defined in
Section 422 of the Internal Revenue Code of 1986) and non-qualified
stock options. Options granted pursuant to the Option Plan have
such vesting schedules and expiration dates as the Board of
Directors established in connection with each Option Plan
Participant, which terms are reflected in an option agreement
executed in connection with the granting of the option. During the
year ended December 31, 1996, no options were granted under the
Option Plan.
1995 Stock Option Plan
In September 1995, the Company adopted and approved the
1995 Stock Option Plan (the "1995 Option Plan"). The 1995 Option
Plan is designed to serve as an incentive for retaining qualified
and competent directors, employees and consultants. The 1995
Option Plan provides for the award of options to purchase up to
150,000 shares of Common Stock, of which 138,000 shares were
awarded in September 1995 and were subject to outstanding options
as of December 31, 1996. The 1995 Option Plan is administered by
the Stock Option Committee of the Board of Directors. The Stock
Option Committee has, subject to the provisions of the 1995 Option
Plan, full authority to select Company individuals eligible to
participate in such plan, including officers, directors (whether or<PAGE>
<PAGE>
not employees) and consultants. The 1995 Option Plan provides for
the awarding of incentive stock options (as defined in Section 422
of the Internal Revenue Code of 1986) and non-incentive stock
options. Options granted pursuant to the 1995 Option Plan will
have such vesting schedules and expiration dates as the Stock
Option Committee shall establish in connection with each
participant in the 1995 Option Plan, which terms shall be reflected
in an option agreement executed in connection with the granting of
the option. During the year ended December 31, 1996, no options
were granted under the 1995 Option Plan.
1996 Stock Option Plan
In October 1996, the Company's Board of Directors adopted
and approved the 1996 Stock Option Plan. The Option Plan is
designed to serve as an incentive for retaining qualified and
competent directors, employees and consultants. See "Approval of
the Company's 1996 Stock Option Plan."
Other Grants of Stock Options
In May 1996, options were granted to Kenneth W. Ashley, Chief
Financial Officer of the Company, with respect to 15,000 shares at
an exercise price of $13.67 per share. Options granted to such
officer vest in three equal annual installments and expire five
years from the date of grant.
In October 1996, the Company granted to two directors of the
Company outside of the 1996 Option Plan options to purchase 5,000
shares each, at $14.00 per share.
Options Granted During Fiscal Year Ended December 31, 1996
The following table sets forth certain information
concerning options granted during the fiscal year ended December
31, 1996 to the executive officers named in the summary
compensation table above.
<PAGE>
<PAGE>
Individual Grants
<TABLE>
<S> <C> <C> <C>
Percent of total
options/SARs granted Exercise or
Options to employees in base price
Name Granted fiscal year ($/Sh)
- -------------------------------------------------------------------
Wayne M.
Mertes 50,000 11.2% $14.00
Kenneth 10,000 2.3% $14.00
Ashley 15,000 3.4% $13.67
</TABLE>
(table continued)
Potential realizable value
at assumed annual rates of
stock price appreciation
option term (1)
<TABLE>
<S> <C> <C>
Expiration
date 5%($) 10%($)
- -------------------------------------------------------------------
10/02/06 $440,230 $1,115,590
10/02/01 $38,682 $85,470
05/10/01 $56,655 $125,183
</TABLE>
(1) The 5% and 10% assumed annual rates of appreciation are
mandated by rules of the Securities and Exchange Commission
and do not reflect estimates or projections of future Common
Stock prices. There can be no assurance that the amounts
reflected in this table will be achieved.
Option Values
The following table sets forth, as of December 31, 1996, the
number of options and the value of unexercised options held by the
executive officers of the Company named in the summary compensation
table above.
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
Shares
Acquired in Value
Name Exercise (#) Realized ($)
- -----------------------------------------------------------------
Wayne M. Mertes ----- -----
Kenneth W. Ashley ----- -----
</TABLE>
(table continued)
<TABLE>
Value of unexercised
Number of unexercised in-the-money options
options at Dec. 31, 1996 at Dec. 31, 1996
<S> <C> <C> <C>
Exercisable Unexercisable Exercisable Unexercisable
- -----------------------------------------------------------------
222,500 ----- $1,661,548 -----
26,500 40,875 $244,038 $159,202
</TABLE>
(1) On December 31, 1996, the last reported sales price for the
Common Stock on the Nasdaq National Market was $14.625.
Compensation Committee Report on Executive Compensation
The Board of Directors established a Compensation Committee in
May 1994, consisting of Board members Messrs. Davis and Fuhrman,
whose duty it is to review and make recommendations to the Board
regarding salaries, compensation and benefits of executive officers
and key employees of the Company. During the year ended December
31, 1996, the Board of Directors made all decisions regarding the
compensation of the Company's executive officers and employees
based, in part, upon the recommendations of the Compensation
Committee.
Compensation of the Company's executive officers and key
employees has historically consisted of three components: base
salary, monthly incentive awards and annual bonuses. Base
compensation levels have been developed in order to attract and
retain executives and key employees based on their level of
responsibility within the Company. Generally, the Company has
positioned salaries, together with some anticipated level of
monthly incentive awards, at median compensation levels for
comparable positions and responsibilities in the market. <PAGE>
<PAGE>
Individual salaries may be higher or lower based on the
qualifications and experience of the individual as well as Company
performance. Base salaries have been subject to periodic review
and adjustment and annual salary adjustments have been made based
on the factors described above. Monthly incentive awards and
annual bonuses closely link executive pay with performance in areas
key to the Company's short term operating success. The Company has
granted monthly incentive awards and annual bonuses to executives
and employees based upon subjective and objective performance
criteria relating to both the Company and the individual, including
the level of Company revenues and earnings, a person's
responsibility level and other performance targets.
During the year ended December 31, 1996, the compensation of
the Company's Chief Executive Officer, Mr. Mertes was established
pursuant to a written employment agreement which expires October
31, 1998. Mr. Mertes currently receives an annual salary of
$220,000 and is entitled to receive a bonus equal to 20% of the
Company's annual "Defined Income" (defined as the Company's net
income, after eliminating all extraordinary or non-recurring items
of income and expense, before deduction of taxes and interest) in
excess of $5,392,000, with a maximum annual bonus limit of
$200,000. See "Management of the Company -- Employment
Agreements."
The Board of Directors has instituted the 1993 Stock Option
Plan, 1995 Stock Option Plan and 1996 Stock Option Plan, which are
administered by the Stock Option Committee, and the 1993 Option
Plan, which is administered by the Board. See "Management of the
Company -- Stock Option Plans." The Company has adopted these
stock option plans in order to create incentives for retaining
qualified and competent employees and maximizing long-term
stockholder values. For the year ending December 31, 1996, the
Compensation Committee intends to continue to examine and evaluate
the performance of the Company's officers and employees, through
discussions with senior management and otherwise, and make
recommendations to the Board of Directors with respect to base
salary, monthly incentive awards, annual bonuses and any other
elements of compensation in light of an overriding Company
philosophy linking pay and performance.
COMPENSATION COMMITTEE
Stephen M. Davis and Gary L. Fuhrman
Performance Graph
Set forth below is a graph comparing cumulative total
stockholder returns (assuming reinvestment of dividends) of the
Company; the CRSP Total Return Index for The Nasdaq Stock Market
(US), comprising all domestic shares traded in the Nasdaq National
Market and the Nasdaq SmallCap Market; and a self-determined peer<PAGE>
<PAGE>
group of seven companies. The graph assumes $100 invested on
September 30, 1993 (the date of the Company's initial public
offering) in the Company (using the initial public offering price
of $6.00 per share) and in each of the indices. The performance
shown in the graph is not necessarily indicative of future
performance.
[PERFORMANCE GRAPH APPEARS HERE]
Certain Relationships and Related Party Transactions
NRV has management consulting agreements with affiliates
of Mr. Gary N. Siegler, the Chairman of the Company. Pursuant to
such agreements, such affiliates have agreed to provide advice and
consultation on matters relating to, among other things, private
financings, public offerings, acquisitions, commercial banking
relations and other business ventures. Fees paid under such
agreement totaled $330,000 for the year ended December 31, 1996,
$75,000 for the seven months ended December 31, 1995 and $150,000
in each of the 1995 and 1994 fiscal years. The agreements call for
$280,000 annually to be paid through 1998, and then $130,000
annually through 2001.<PAGE>
<PAGE>
During 1996, an additional $385,000 was paid to such affiliates for
financial advisory services rendered in connection with the
Company's acquisition of CCI.
In connection with the Company's acquisition of CCI in
November 1996, the Company issued 357,441 shares of Common Stock to
Mr. Robert B. Lee, a director of the Company and the Chairman and
Chief Executive Officer of CCI, in exchange for his shares of
common stock of CCI. Mr. Lee is also a partner in two joint
ventures which are parties to lease agreements with CCI. Pursuant
to these agreements, CCI leases from the joint ventures two parcels
of property constituting CCI's entire manufacturing facilities.
The aggregate monthly rental payments by CCI under such leases are
$118,389.
Werbel & Carnelutti, a law firm in which Mr. Stephen M.
Davis, the Secretary and a director of the Company, is a partner,
performed legal services for the Company during the year ended
December 31, 1996.
<PAGE>
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table set forth as of March 27, 1997 the
number and percentage of shares of Common Stock held by (i) each of
the executive officers and directors of the Company, (ii) all
persons who are known by the Company to be the beneficial owners
of, or who otherwise exercise voting or dispositive control over,
five percent or more of the Company's outstanding Common Stock and
(iii) all of the Company's present executive officers and directors
as a group:
<TABLE>
<S> <C> <C>
Name and Address Common Stock Percentage of
of Beneficial Owner Owned (1) Outstanding
- -------------------------------------------------------------------
Gary N. Siegler(2)(3)
c/o Siegler, Collery & Co.
712 Fifth Avenue
New York, NY 10019 1,783,606 27.2%
Wayne M. Mertes (4)
c/o National R.V., Inc.
3411 N. Perris Blvd.
Perris, CA 92571 526,407 8.1%
Robert B. Lee (5)
c/o National R.V., Inc.
3411 N. Perris Blvd.
Perris, CA 92571 407,441 6.5%
Stephen M. Davis (6)
c/o Werbel & Carnelutti
711 Fifth Avenue
New York, NY 10022 24,500 X<PAGE>
<PAGE>
<S> <C> <C>
Neil H. Koffler (7)
c/o Siegler, Collery & Co.
712 Fifth Avenue
New York, NY 10019 60,028 X
Gary L. Fuhrman (8)
c/o Arnhold and
S. Bleichroeder, Inc.
45 Broadway
New York, NY 10006 279,566 4.4%
Kenneth W. Ashley (9)
c/o National R.V., Inc.
3411 N. Perris Blvd.
Perris, CA 92571 33,022 X
Peter M. Collery (2)(10)
c/o Siegler, Collery & Co.
712 Fifth Avenue
New York, NY 10019 1,376,838 21.7%
The SC Fundamental Value
Fund, L.P. (2)(10)
c/o Siegler, Collery & Co.
712 Fifth Avenue
New York, NY 10019 598,893 9.6%
The SC Fundamental Value
BVI, Ltd. (2)(11)
c/o Siegler, Collery & Co.
712 Fifth Avenue
New York, NY 10019 313,750 5.0%
All officers and directors
as a group (7 in number)
(2)(3)(4)(5)(6)(7)(8)(9) 3,114,570 44.2%
</TABLE>
X Less than one percent.
(1) Except as otherwise indicated, the persons named in the table
have sole voting and investment power with respect to the shares of
Common Stock shown as beneficially owned by them.
(2) Messrs. Siegler and Collery, due to their joint ownership of
Siegler Collery and other affiliates which control each of The SC
Fundamental Value Fund, L.P. and SC Fundamental Value BVI, Ltd.
(each listed in the table) and certain other entities which
beneficially own an aggregate of 383,695 shares of Common Stock, <PAGE>
<PAGE>
are each deemed to beneficially own all of the shares of Common
Stock owned of record by all such entities.
(3) Includes 313,750 shares underlying outstanding options.
(4) Includes 222,500 shares underlying outstanding options.
(5) Includes 50,000 shares underlying outstanding options.
(6) Includes 20,750 shares underlying outstanding options.
(7) Includes 56,250 shares underlying outstanding options.
(8) Includes 114,500 shares underlying outstanding options.
(9) Includes 21,500 shares underlying outstanding options.
(10) Includes 82,500 shares underlying outstanding options.
OTHER MATTERS
The Board of Directors is not currently aware of any
other matters to be transacted at the Annual Meeting. However, if
any other matter should properly come before the Annual Meeting or
any adjournment thereof, the persons named in the accompanying
proxy intend to vote on such matters as they, in their discretion,
may determine, subject, in any event, to the requirements of
Delaware Law.
The Company will bear all costs of soliciting proxies in
the accompanying form. Solicitation will be made by mail, and
officers of the Company may also solicit proxies by telephone or
personal interview. In addition, the Company expects to request
persons who hold shares in their names for others to forward copies
of this proxy soliciting material to them and to request authority
to execute proxies in the accompanying form, and the Company will
reimburse such persons for their out-of-pocket and reasonable
clerical expenses in doing this.
FINANCIAL STATEMENTS
The Company's audited financial statements for the year
ended December 31, 1996 and certain other related financial and
business information of the Company are contained in the 1996
Annual Report to Stockholders mailed with this Proxy Statement.
<PAGE>
<PAGE>
STOCKHOLDERS' PROPOSALS
Any proposal which an eligible stockholder wishes to
include in the proxy or information statement for the 1998 Annual
Meeting of Stockholders must be received by the Company at its
principal executive offices at 3411 N. Perris Boulevard, Perris,
California 92571, not later than January 26, 1998.
By Order of the Board of Directors
Stephen M. Davis, Secretary
Dated: April 25, 1997
<PAGE>
<PAGE>
<EX.1>
Exhibit I
to
Proxy Statement
NATIONAL R.V. HOLDINGS, INC.
1996 STOCK OPTION PLAN
<PAGE>
<PAGE>
1. Purpose. The purpose of this Plan is to strengthen
National R.V. Holdings, Inc. by providing an incentive to its
employees, consultants and directors, encouraging them to devote
their abilities to the success of the Company. It is intended that
this purpose be achieved by extending to employees, consultants and
directors of the Company an added long-term incentive for high
levels of performance and exceptional efforts through the grant of
options to purchase shares of the Company's common stock under this
National R.V. Holdings, Inc. 1996 Stock Option Plan.
2. Definitions. For purposes of the Plan:
2.1. "Agreement" means the written agreement
between the Company and an Optionee evidencing the grant of an
Option and setting forth the terms and conditions thereof.
2.2. "Board" means the Board of Directors of the
Company.
2.3. "Cause" means (i) intentional failure to
perform reasonably assigned duties (including, for example, with
respect to an employee, such employee voluntarily leaving the
employ of the Company or a Subsidiary); (ii) dishonesty or willful
misconduct in the performance of an Optionee's duties; (iii) an
Optionee's engaging in a transaction in connection with the
performance of such Optionee's duties to the Company or any of its
Subsidiaries thereof which transaction is adverse to the interest
of the Company or any of its Subsidiaries and which is engaged in
for personal profit to the Optionee; or (iv) willful violation of
any law, rule or regulation in connection with the performance of
an Optionee's duties (other than traffic violations or similar
offenses).
2.4. "Change in Capitalization" means any increase
or reduction in the number of Shares, or any change (including, but
not limited to, a change in value) in the Shares or exchange of
Shares for a different number or kind of shares or other securities
of the Company, by reason of a reclassification, recapitalization,
merger, consolidation, reorganization, spin-off, split-up, issuance
of warrants or rights or debentures, stock dividend, stock split or
reverse stock split, cash dividend, property dividend, combination
or exchange of shares, repurchase of shares, public offering,
private placement, change in corporate structure or otherwise.
2.5. "Code" means the Internal Revenue Code of
1986, as amended.
2.6. "Committee" means a committee consisting of at
least two (2) non-employee directors appointed by the Board to
administer the Plan and to perform the functions set forth herein.
2.7. "Company" means National R.V. Holdings, Inc.<PAGE>
<PAGE>
2.8. "Consultant Option" means an Option granted to
a consultant pursuant to Section 7.
2.9. "Director Option" means an Option granted to
a Nonemployee Director pursuant to Section 5.
2.10. "Disability" means a physical or mental
infirmity which impairs the Optionee's ability to perform
substantially his or her duties for a period of one hundred eighty
(180) consecutive days.
2.11. "Eligible Employee" means an officer or other
key employee of the Company or a Subsidiary who is designated by
the Committee as eligible to receive Options subject to the
conditions set forth herein.
2.12. "Employee Options" means an Option granted to
an Eligible Employee pursuant to Section 6.
2.13. "Exchange Act" means the Securities Exchange
Act of 1934, as amended.
2.14. "Fair Market Value" on any date means the
average of the high and low sales prices of the Shares on such date
on the principal national securities exchange on which such Shares
are listed or admitted to trading, or if such Shares are not so
listed or admitted to trading, the arithmetic mean of the per Share
closing bid price and per Share closing asked price on such date as
quoted on the National Association of Securities Dealers Automated
Quotation System or such other market in which such prices are
regularly quoted, or, if there have been no published bid or asked
quotations with respect to Shares on such date, the Fair Market
Value shall be the value established by the Board in good faith and
in accordance with Section 422 of the Code.
2.15. "Incentive Stock Option" means an Option
satisfying the requirements of Section 422 of the Code and
designated by the Committee as an Incentive Stock Option.
2.16. "Nonqualified Stock Option" means an Option
which is not an Incentive Stock Option.
2.17. "Nonemployee Director" means a director of
the Company who is not a full time employee of the Company or any
Subsidiary.
2.18. "Option" means an Employee Option, a Director
Option, a Consultant Option or any or all of them.
2.19. "Optionee" means a person to whom an Option
has been granted under the Plan.<PAGE>
<PAGE>
2.20. "Parent" means any corporation which is a
parent corporation (within the meaning of Section 424(e) of the
Code) with respect to the Company.
2.21. "Plan" means the National R.V. Holdings, Inc.
1996 Stock Option Plan.
2.22. "Shares" means the common stock, par value
$.01 per share, of the Company.
2.23. "Subsidiary" means any corporation which is
a subsidiary corporation (within the meaning of Section 424(f) of
the Code) with respect to the Company.
2.24. "Successor Corporation" means a corporation,
or a parent or subsidiary thereof within the meaning of Section
424(a) of the Code, which issues or assumes a stock option in a
transaction to which Section 424(a) of the Code applies.
2.25. "Ten-Percent Stockholder" means an Eligible
Employee or other eligible Plan participant, who, at the time an
Incentive Stock Option is to be granted to him or her, owns (within
the meaning of Section 422(b)(6) of the Code) stock possessing more
than ten percent (10%) of the total combined voting power of all
classes of stock of the Company, or of a Parent or a Subsidiary.
3. Administration.
3.1. The Plan shall be administered by the
Committee which shall hold meetings at such times as may be
necessary for the proper administration of the Plan. The Committee
shall keep minutes of its meetings. A quorum shall consist of not
less than two members of the Committee and a majority of a quorum
may authorize any action. Any decision or determination reduced to
writing and signed by a majority of all of the members of the
Committee shall be as fully effective as if made by a majority vote
at a meeting duly called and held. Each member of the Committee
shall be a director of the Company. No member of the Committee
shall be liable for any action, failure to act, determination or
interpretation made in good faith with respect to this Plan or any
transaction hereunder, except for liability arising from his or her
own willful misfeasance, gross negligence or reckless disregard of
his or her duties. The Company hereby agrees to indemnify each
member of the Committee for all costs and expenses and, to the
extent permitted by applicable law, any liability incurred in
connection with defending against, responding to, negotiation for
the settlement of or otherwise dealing with any claim, cause of
action or dispute of any kind arising in connection with any action
or failure to act in administering this Plan or in authorizing or
denying authorization to any transaction hereunder.
<PAGE>
<PAGE>
3.2. Subject to the express terms and conditions
set forth herein, the Committee shall have the power from time to
time to determine those Eligible Employees to whom Employee Options
shall be granted under the Plan and the number of Incentive Stock
Options and/or Nonqualified Stock Options to be granted to each
Eligible Employee and to prescribe the terms and conditions (which
need not be identical) of each Employee Option, including the
purchase price per Share subject to each Employee Option, and make
any amendment or modification to any Agreement consistent with the
terms of the Plan.
3.3. Subject to the express terms and conditions
set forth herein, the Committee shall have the power from time to
time:
(a) to construe and interpret the Plan and the
Options granted thereunder and to establish, amend and revoke rules
and regulations for the administration of the Plan, including, but
not limited to, correcting any defect or supplying any omission, or
reconciling any inconsistency in the Plan or in any Agreement, in
the manner and to the extent it shall deem necessary or advisable
to make the Plan fully effective, and all decisions and
determinations by the Committee in the exercise of this power shall
be final, binding and conclusive upon the Company, its
Subsidiaries, the Optionees and all other persons having any
interest therein;
(b) to determine the duration and purposes for
leaves of absence which may be granted to an Optionee on an
individual basis without constituting a termination of employment
or service for purposes of the Plan;
(c) to exercise its discretion with respect to
the powers and rights granted to it as set forth in the Plan;
(d) generally, to exercise such powers and to
perform such acts as are deemed necessary or advisable to promote
the best interests of the Company with respect to the Plan.
4. Stock Subject to Plan.
4.1. The maximum number of Shares that may be made
the subject of Options granted under the Plan is 450,000 Shares (or
the number and kind of shares of stock or other securities to which
such Shares are adjusted upon a Change in Capitalization pursuant
to Section 9) and the Company shall reserve for the purposes of the
Plan, out of its authorized but unissued Shares or out of Shares
held in the Company's treasury, or partly out of each, such number
of Shares as shall be determined by the Board.
<PAGE>
<PAGE>
4.2. Whenever any outstanding Option or portion
thereof expires, is canceled or is otherwise terminated for any
reason, the Shares allocable to the canceled or otherwise
terminated Option or portion thereof may again be the subject of
Options granted hereunder.
5. Option Grants for Nonemployee Directors.
5.1. Authority of Committee. Subject to the
provisions of the Plan, the Committee shall have full and final
authority to select those Nonemployee Directors who will receive
Director Options, the terms and conditions of which shall be set
forth in an Agreement.
5.2. Purchase Price. The amount or nature and type
of the purchase price or the manner in which the purchase price is
to be determined for Shares under each Director Option shall be
determined by the Committee and set forth in the Agreement
evidencing the Option, provided that the purchase price per Share
under each Director Option shall be not less than the Fair Market
Value of a Share on the date the Director Option is granted.
5.3. Duration. Director Options shall be for a
term as may be designated by the Committee and set forth in the
Agreement evidencing the Option. To the extent not otherwise
provided by the Committee, the term of Director Options shall be
ten (10) years.
5.4. Vesting. Each Director Option shall,
commencing not earlier than the date of its grant, become
exercisable in such installments (which need not be equal) and at
such times as may be designated by the Committee and set forth in
the Agreement evidencing the Option. To the extent not otherwise
provided by the Committee and set forth in the Agreement, Director
Options shall be exercisable in three (3) equal installments, each
equal to one-third of the entire Option granted, the first of which
shall become exercisable on the first anniversary of the date of
grant of the Director Options, the second installment of which
shall become exercisable on the second anniversary of the date of
grant, and the final installment of which shall become exercisable
on the third anniversary of the date of grant. To the extent not
exercised, installments shall accumulate and be exercisable, in
whole or part, at any time after becoming exercisable, to not later
than the date the Director Option expires. The Committee may
accelerate the exercisability of any Option or portion thereof at
any time.
<PAGE>
<PAGE>
5.5. Modification or Substitution. The Committee
may, in its discretion, modify outstanding Director Options or
accept the surrender of outstanding Director Options (to the extent
not exercised) and grant new Options in substitution for them.
Notwithstanding the foregoing, no modification of a Director Option
shall adversely alter or impair any rights or obligations under the
Director Option without the Optionee's consent.
6. Option Grants for Eligible Employees.
6.1. Authority of Committee. Subject to the
provisions of the Plan, the Committee shall have full and final
authority to select those Eligible Employees who will receive
Employee Options, the terms and conditions of which shall be set
forth in an Agreement; provided, however, that no Eligible Employee
shall receive an Incentive Stock Option unless he is an employee of
the Company, a Parent or a Subsidiary at the time the Incentive
Stock Option is granted.
6.2. Purchase Price. The amount, nature and type
of purchase price or the manner in which the purchase price is to
be determined for Shares under each Employee Option shall be
determined by the Committee and set forth in the Agreement
evidencing the Option, provided that the purchase price per Share
under each Employee Option shall be (i) except as provided in
clause (ii) of this Section 6.2, not less than the Fair Market
Value of a Share on the date the Employee Option is granted; and
(ii) with respect to any Incentive Stock Option granted to a Ten
Percent Stockholder, not less than 110% of the Fair Market Value of
a Share on the date the Option is granted.
6.3. Duration. Employee Options granted hereunder
shall be for such term as the Committee shall determine, provided
that no Employee Option shall be exercisable after the expiration
of ten (10) years from the date it is granted (five (5) years in
the case of an Incentive Stock Option granted to a Ten-Percent
Stockholder). The Committee may, subsequent to the granting of any
Employee Option, extend the term thereof but in no event shall the
term as so extended exceed the maximum term provided for in the
preceding sentence.
6.4. Vesting. Each Employee Option shall,
commencing not earlier then the date of its grant, become
exercisable in such installments (which need not be equal) and at
such times as may be designated by the Committee and set forth in
the Agreement evidencing the Option. To the extent not otherwise
provided by the Committee set forth in the Agreement, Employee
Options shall be exercisable in three (3) equal installments, each
equal to one-third of the entire Option granted, the first of which
shall become exercisable on the first anniversary of the date of
the grant of the Employee Option, the second installment of which
shall become exercisable on the second anniversary of the date of<PAGE>
<PAGE>
grant of the Employee Option, and the final installment of which
shall become exercisable on the third anniversary of the date of
grant. To the extent not exercised, installments shall accumulate
and be exercisable, in whole or part, at any time after becoming
exercisable, to not later than the date the Employee Option
expires. The Committee may accelerate the exercisability of any
Option or portion thereof at any time.
6.5. Modification or Substitution. The Committee
may, in its discretion, modify outstanding Employee Options or
accept the surrender of outstanding Employee Options (to the extent
not exercised) and grant new Options in substitution for them.
Notwithstanding the foregoing, no modification of an Employee
Option shall adversely alter or impair any rights or obligations
under the Employee Option without the Optionee's consent.
7. Option Grants for Consultants.
7.1. Authority of Committee. Subject to the
provisions of the Plan, the Committee shall have full and final
authority to select those consultants to the Company or a
Subsidiary who will receive Consultant Options, the terms and
conditions of which shall be set forth in an Agreement.
7.2. Purchase Price. The amount, nature and type
of the purchase price or the manner in which the purchase price is
to be determined for Shares under each Consultant Option shall be
determined by the Committee and set forth in the Agreement
evidencing the Option, provided that the purchase price per Share
under each Consultant Option shall be not less than the Fair Market
Value of a Share on the date the Consultant Option is granted.
7.3. Duration. Consultant Options granted
hereunder shall be for such term as the Committee shall determine,
provided that no Consultant Option shall be exercisable after the
expiration of ten (10) years from the date it is granted. The
Committee may, subsequent to the granting of any Consultant Option,
extend the term thereof but in no event shall the term as so
extended exceed the maximum term provided for in the preceding
sentence.
7.4. Vesting. Each Consultant Option shall,
commencing not earlier then the date of its grant, become
exercisable in such installments (which need not be equal) and at
such times as may be designated by the Committee and set forth in
the Agreement evidencing the Option. To the extent not otherwise
provided by the Committee and set forth in the Agreement,
Consultant Options shall be exercisable in three (3) equal
installments, each equal to one-third of the entire Option granted,
the first of which shall become exercisable on the first
anniversary of the date of grant of the Consultant Options, the
second installment of which shall become exercisable on the second<PAGE>
<PAGE>
anniversary of the date of grant, and the final installment of
which shall become exercisable on the third anniversary of the date
of grant. To the extent not exercised, installments shall
accumulate and be exercisable, in whole or part, at any time after
becoming exercisable, to not later than the date the Consultant
Option expires. The Committee may accelerate the exercisability of
any Option or portion thereof at any time.
8. Terms and Conditions Applicable to All Options
8.1. Non-transferability. No Option granted
hereunder shall be transferable by the Optionee to whom granted
otherwise than by will or the laws of descent and distribution,
and an Option may be exercised during the lifetime of such
Optionee only by the Optionee or his or her guardian or legal
representative. The terms of each Option shall be final, binding
and conclusive upon the beneficiaries, executors, administrators,
heirs and successors of the Optionee.
8.2. Method of Exercise. The exercise of an Option
shall be made only by a written notice delivered in person or by
mail to the Secretary of the Company at the Company's principal
executive office, specifying the number of Shares to be purchased
and accompanied by payment therefor and otherwise in accordance
with the Agreement pursuant to which the Option was granted. The
purchase price for any Shares purchased pursuant to the exercise of
an Option shall be paid in full upon such exercise, as determined
by the Committee in its discretion, by any one or a combination of
the following: (i) cash; (ii) transferring Shares to the Company
upon such terms and conditions as determined by the Committee;
(iii) on a "cashless" exercise basis upon such terms and conditions
as determined by the Committee; or (iv) on any other basis which
the Committee believes supports the purpose of the Plan. At the
Optionee's request and subject to the consent of the Committee,
Shares to be acquired upon the exercise of a portion of an Option
will be applied automatically to pay the purchase price in
connection with the exercise of additional portions of the Option
then being exercised. The written notice pursuant to this Section
8.2 may also provide instructions from the Optionee to the Company
that upon receipt of the purchase price in cash from the Optionee's
broker or dealer, designated as such on the written notice, in
payment for any Shares purchased pursuant to the exercise of an
Option, the Company shall issue such Shares directly to the
designated broker or dealer. Any Shares transferred to the Company
as payment of the purchase price under an Option shall be valued at
their Fair Market Value on the day preceding the date of exercise
of such Option. If requested by the Committee, the Optionee shall
deliver the Agreement evidencing the Option to the Secretary of the
Company who shall endorse thereon a notation of such exercise and
return such Agreement to the Optionee.<PAGE>
<PAGE>
No fractional shares (or cash in lieu thereof) shall be
issued upon exercise of an Option and the number of Shares that may
be purchased upon exercise shall be rounded to the nearest number
of whole Shares.
8.3. Rights of Optionees. No Optionee shall be
deemed for any purpose to be the owner of any Shares subject to any
Option unless and until (i) the Option shall have been exercised
pursuant to the terms thereof; (ii) the Company shall have issued
and delivered the Shares to the Optionee; and (iii) the Optionee's
name shall have been entered as a stockholder of record on the
books of the Company. Thereupon, the Optionee shall have full
voting, dividend and other ownership rights with respect to such
Shares.
8.4. Termination of Employment. Unless otherwise
provided in the Agreement evidencing the Option, an Option (other
than an Option granted to a consultant or a Nonemployee Director)
shall terminate upon an Optionee's termination of employment with
the Company and its Subsidiaries as follows:
(a) if an Optionee's employment terminates for
any reason other than death, Disability or Cause, the Optionee may
at any time within three (3) months after his or her termination of
employment or service as a director, exercise an Option to the
extent, and only to the extent, that the Option or portion thereof
was exercisable on the date of termination;
(b) in the event the Optionee's employment
terminates as a result of Disability, the Optionee may at any time
within one (1) year after such termination exercise such Option;
provided, however, that the Option may be exercised to the extent,
and only to the extent, that, the Option or portion thereof was
exercisable at the date of such termination.
(c) if an Optionee's employment terminates for
Cause, the Option shall terminate immediately and no rights
thereunder may be exercised;
(d) if an Optionee dies while an employee of
the Company or any Subsidiary or within three months after
termination as described in clause (a) of this Section 8.4 or
within one (1) year after termination as a result of Disability as
described in clause (b) of this Section 8.4, the Option may be
exercised at any time within one (1) year after the Optionee's
death by the person or persons to whom such rights under the Option
shall pass by will or by the laws of descent and distribution;
provided, however, that an Option may be exercised to the extent,
and only to the extent, that the Option or portion thereof was
exercisable on the date of death or earlier termination.
<PAGE>
<PAGE>
Notwithstanding the foregoing, in no event may any
Option be exercised by anyone after the expiration of the term of
the Option.
8.5. Termination of Consultant and Nonemployee
Director Options. Options granted to Nonemployee Directors and
Consultant Options granted to consultants to the Company or a
Subsidiary shall terminate under such circumstances as are provided
in the Agreement evidencing the Option, but in no event may such an
Option be exercised by anyone after the expiration of the term of
the Option.
9. Adjustment Upon Changes in Capitalization.
9.1. Subject to Section 10, in the event of a
Change in Capitalization, the Committee shall conclusively
determine the appropriate adjustments, if any, to the maximum
number or class of Shares or other stock or securities with respect
to which Options may be granted under the Plan, the number and
class of Shares or other stock or securities which are subject to
outstanding Options granted under the Plan, and the purchase price
therefor, if applicable.
9.2. Any such adjustment in the Shares or other
stock or securities subject to outstanding Incentive Stock Options
(including any adjustments in the purchase price) shall be made in
such manner as not to constitute a modification as defined by
Section 424(h)(3) of the Code and only to the extent otherwise
permitted by Sections 422 and 424 of the Code.
9.3. If, by reason of a Change in Capitalization,
an Optionee shall be entitled to exercise an Option with respect to
new, additional or different shares of stock or securities, such
new, additional or different shares shall thereupon be subject to
all of the conditions which were applicable to the Shares subject
to the Option, as the case may be, prior to such Change in
Capitalization.
10. Effect of Certain Transactions. In the event of (i)
the liquidation or dissolution of the Company; (ii) a merger or
consolidation of the Company; (iii) a sale of all or substantially
all of the assets of the Company; or (iv) any similar transaction
(a "Transaction"), the Plan and the Options issued hereunder shall
continue in effect in accordance with their respective terms and
each Optionee shall be entitled to receive in respect of each Share
subject to any outstanding Options, as the case may be, upon
exercise of any Option, the same number and kind of stock,
securities, cash, property, or other consideration that each holder
of a Share was entitled to receive in the Transaction in respect of
a Share.<PAGE>
<PAGE>
In the event that, after a Transaction, there occurs any
change of a type described in Section 2.4 hereof with respect to
the shares of the surviving or resulting corporation, then
adjustments similar to, and subject to the same conditions as,
those in Section 9 hereof shall be made by the Committee.
11. Termination and Amendment of the Program.
11.1. The Plan shall terminate on the day preceding
the tenth anniversary of the date of its adoption by the Board and
no Option may be granted thereafter. The Board may sooner
terminate or amend the Plan at any time and from time to time.
11.2. Except as provided in Sections 9 and 10
hereof, rights and obligations under any Option granted before any
amendment or termination of the Plan shall not be adversely altered
or impaired by such amendment or termination, except with the
consent of the Optionee, nor shall any amendment or termination
deprive any Optionee of any Shares which he may have acquired
through or as a result of the Plan.
12. Non-Exclusivity of the Plan. The adoption of the
Plan by the Board shall not be construed as amending, modifying or
rescinding any previously approved incentive arrangement or as
creating any limitations on the power of the Board to adopt such
other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise than
under the Plan, and such arrangements may be either applicable
generally or only in specific cases.
13. Limitation of Liability. As illustrative of the
limitations of liability of the Company, but not intended to be
exhaustive thereof, nothing in the Plan shall be construed to:
(i) give any person any right to be granted an
Option other than at the sole discretion of the Committee;
(ii) give any person any rights whatsoever with
respect to Shares except as specifically provided in the Plan;
(iii) limit in any way the right of the Company
to terminate the employment of any person at any time; or
(iv) be evidence of any agreement or understanding,
expressed or implied, that the Company will employ any person at
any particular rate of compensation or for any particular period of
time.
<PAGE>
<PAGE>
14. Regulations and Other Approvals; Governing Law.
14.1. This Plan and the rights of all persons
claiming hereunder shall be construed and determined in accordance
with the laws of the State of New York.
14.2. The obligation of the Company to sell or
deliver Shares with respect to Options granted under the Plan shall
be subject to all applicable laws, rules and regulations, including
all applicable federal and state securities laws, and the obtaining
of all such approvals by governmental agencies as may be deemed
necessary or appropriate by the Committee.
14.3. The Plan is intended to comply with Rule 16b-
3 promulgated under the Exchange Act and the Committee shall
interpret and administer the provisions of the Plan or any
Agreement in a manner consistent therewith. Any provisions
inconsistent with such Rule shall be inoperative and shall not
affect the validity of the Plan.
14.4. The Board may make such changes as may be
necessary or appropriate to comply with the rules and regulations
of any government authority, or to obtain for Eligible Employees
granted Incentive Stock Options the tax benefits under the
applicable provisions of the Code and regulations promulgated
thereunder.
14.5. Each Option is subject to the requirement
that, if at any time the Committee determines, in its discretion,
that the listing, registration or qualification of Shares issuable
pursuant to the Plan is required by any securities exchange or
under any state or federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the grant of an Option or the
issuance of Shares, no Options shall be granted or payment made or
Shares issued, in whole or in part, unless listing, registration,
qualification, consent or approval has been effected or obtained
free of any conditions, or as otherwise determined to be acceptable
to the Committee.
14.6. Notwithstanding anything contained in the
Plan to the contrary, in the event that the disposition of Shares
acquired pursuant to the Plan is not covered by a then current
registration statement under the Securities Act of 1933, as
amended, and is not otherwise exempt from such registration, such
Shares shall be restricted against transfer to the extent required
by the Securities Act of 1933, as amended, and Rule 144 or other
regulations thereunder. The Committee may require any individual
receiving Shares pursuant to the Plan, as a condition precedent to
receipt of such Shares upon exercise of an Option, to represent and
warrant to the Company in writing that the Shares acquired by such
individual are acquired without a view to any distribution thereof<PAGE>
<PAGE>
and will not be sold or transferred other than pursuant to an
effective registration thereof under said act or pursuant to a
exemption applicable under the Securities Act of 1933, as amended,
or the rules and regulations promulgated thereunder. The
certificates evidencing any of such Shares shall be appropriately
amended to reflect their status as restricted securities as
aforesaid.
15. Miscellaneous.
15.1. Multiple Agreements. The terms of each
Option may differ from other Options granted under the Plan at the
same time, or at some other time. The Committee may also grant
more than one Option to a given Eligible Employee during the term
of the Plan, either in addition to, or in substitution for, one or
more Options previously granted to that Eligible Employee.
15.2. Withholding of Taxes. (a) The Company shall
have the right to deduct from any distribution of cash to any
Optionee an amount equal to the federal, state and local income
taxes and other amounts as may be required by law to be withheld
(the "Withholding Taxes") with respect to any Option. If an
Optionee is entitled to receive Shares upon exercise of an Option,
the Optionee shall pay the Withholding Taxes to the Company prior
to the issuance of such Shares. In satisfaction of the Withholding
Taxes, the Optionee may make a written election (the "Tax
Election"), which may be accepted or rejected in the discretion of
the Committee, to have withheld a portion of the Shares issuable to
him or her upon exercise of the Option having an aggregate Fair
Market Value, on the date preceding the date of exercise, equal to
the Withholding Taxes, provided that in respect of an Optionee who
may be subject to liability under Section 16(b) of the Exchange
Act, either (i) (A) the Optionee makes the Tax Election at least
six (6) months after the date the Option was granted; (B) the
Option is exercised during the ten day period beginning on the
third business day and ending on the twelfth business day following
the release for publication of the Company's quarterly or annual
statements of earnings (a "Window Period"); and (C) the Tax
Election is made during the Window Period in which the Option is
exercised or prior to such Window Period and subsequent to the
immediately preceding Window Period; or (ii) (A) the Tax Election
is made at least six months prior to the date the Option is
exercised; and (B) the Tax election is irrevocable with respect to
the exercise of all Options which are exercised prior to the
expiration of six months following an election to revoke the Tax
Election. Notwithstanding the foregoing, the Committee may, by the
adoption of rules or otherwise, (i) modify the provisions in the
preceding sentence or impose such other restrictions or limitations
on Tax Elections as may be necessary to ensure that the Tax
Elections will be exempt transactions under Section 16(b) of the
Exchange Act; and (ii) permit Tax Elections to be made at such<PAGE>
<PAGE>
other times and subject to such other conditions as the Committee
determines will constitute exempt transactions under Section 16(b)
of the Exchange Act.
(b) If an Optionee makes a disposition, within
the meaning of Section 424(c) of the Code and regulations
promulgated thereunder, of any Share or Shares issued to such
Optionee pursuant to the exercise of an Incentive Stock Option
within the two-year period commencing on the day after the date of
transfer of such Share or Shares to the Optionee pursuant to such
exercise, the Optionee shall, within ten (10) days of such
disposition, notify the Company thereof, by delivery of written
notice to the Company at its principal executive office, and
immediately deliver to the Company the amount of Withholding Taxes.
15.3. Designation of Beneficiary. Each Optionee
may designate a person or persons to receive, in the event of his
or her death, any Option or any amount payable pursuant thereto, to
which he or she would then be entitled. Such designation will be
made upon forms supplied by and delivered to the Company and may be
revoked in writing. If an Optionee fails effectively to designate
a beneficiary, then his or her estate will be deemed to be the
beneficiary.
16. Effective Date. The effective date of the Plan
shall be the date of its adoption by the Board, subject only to the
approval by the affirmative votes of the holders of a majority of
the securities of the Company present, or represented, and entitled
to vote at a meeting of stockholders duly held in accordance with
the applicable laws of the State of Delaware within twelve (12)
months of such adoption.
<PAGE>
<PAGE>
NATIONAL R.V. HOLDINGS, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 28, 1997
The undersigned hereby appoints Kenneth W. Ashley and Stephen
M. Davis proxies of the undersigned, with full power of
substitution, to vote all shares of Common Stock, par value $.01
per share, of National R.V. Holdings, Inc., a Delaware Corporation
(the "Company"), the undersigned is entitled to vote at the Annual
Meeting of Stockholders of the Company to be held on Wednesday, May
28, 1997 at 9:00 a.m., Eastern Standard Time, at The Peninsula New
York, Sarah Room, 700 Fifth Avenue (at 55th Street), New York, New
York 10019, or any adjournments or postponements thereof, with all
the powers the undersigned would have if personally present on the
following matters:
1. Election of the following WITHHOLD
nominees to serve as AUTHORITY
Class III Directors until FOR to vote
the 2000 Annual Meeting of all for all
Stockholders. nominees nominees
[ ] [ ]
NOMINEES: Gary L. Fuhrman and Neil H. Koffler
INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write that nominee's name
in the space provided below.
-------------------------------------------------------------
2. Proposal to approve the FOR AGAINST ABSTAIN
Company's 1996 Option Plan. [ ] [ ] [ ]
3. Proposal to ratify and
approve the selection by the
Board of Directors of Price
Waterhouse LLP, as the FOR AGAINST ABSTAIN
Company's independent public [ ] [ ] [ ]
accountants for the fiscal
year to end December 31, 1997.
4. In their discretion, the above-named
proxies are authorized to vote in
accordance with their own judgment
upon such other matters as may properly
come before the Annual Meeting or any
adjournments or postponements thereof.
<PAGE>
<PAGE>
This proxy when properly executed, will be voted in the manner
directed herein by the undersigned stockholder(s). If no direction
is indicated, this proxy will be voted "FOR" the election of all
nominees for Directors in Item 1 and "FOR" Items 2 and 3 and the
proxies will use their discretion with respect to any matters
referred to in Item 4.
The undersigned stockholder(s) acknowledges receipt of an
accompanying Notice of Annual Meeting of Stockholders and
accompanying Proxy Statement dated April 25, 1997.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Dated:
----------------------, 1997
Signature(s):
------------------------------------------------
(Note: Please complete, date and sign exactly as your name appears
hereon. When signing as attorney, administrator, executor,
guardian, trustee or corporate official, please add your title. If
shares are held jointly, each holder should sign.)
RETURN THIS PROXY IN THE ENCLOSED ENVELOPE
<PAGE>
<PAGE>
<CORRESP>
WERBEL & CARNELUTTI
A Professional Corporation
711 Fifth Avenue
New York, New York 10022
April 30, 1997
VIA EDGAR
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: National R.V. Holdings, Inc.
Definitive Proxy Statement
Dear Ladies and Gentlemen:
On behalf of National R.V. Holdings, Inc., a Delaware
corporation (the "Company"), I enclose for filing with the
Securities and Exchange Commission (the "Commission") pursuant to
Rule 14a-6(b) under the Securities Exchange Act of 1934 (the
"Exchange Act") a definitive copy of (1) the Company's Proxy
Statement relating to its 1997 Annual Meeting, (2) a Notice of
Annual Meeting and (3) the Proxy Card. No fee is required in
connection with this filing.
Pursuant to Rule 14a-6(d) under the Exchange Act, I
hereby advise you that the Company anticipates releasing definitive
copies of the proxy materials to its stockholders on or about April
30, 1997.
If we can respond to any comments or questions, please do
not hesitate to contact the undersigned or Stephen M. Davis of this
firm, collect, at (212) 832-8300.
Sincerely,
Peter DiIorio
Enclosures
94139
