<PAGE>
As Filed with the Securities and Exchange Commission on
December 10, 1997 Registration No. 333-
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
FORM S-8/S-3
REGISTRATION STATEMENT
under the Securities Act of 1933
-----------------------------------
NATIONAL R.V. HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3584552
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3411 N. Perris Boulevard
Perris, California 92571
(909) 943-6007
(Address including zip code, and telephone number, including
area code, of registrant's principal executive offices and
principal place of business)
1993 STOCK OPTION PLAN
1993 OPTION PLAN
1995 STOCK OPTION PLAN
1996 STOCK OPTION PLAN
1997 STOCK OPTION PLAN
INDIVIDUAL OFFICERS' AND DIRECTORS'
STOCK OPTION AGREEMENTS
(Full Title of the Plans)
---------------------------------------------------
Wayne M. Mertes
President and Principal Executive Officer
3411 N. Perris Boulevard
Perris, California 92571
(909) 943-6007
(Name, address, including zip code, and telephone number
including area code, of agent for service)
-----------------------------------------------------
Copies of Communications to:
Stephen M. Davis, Esq.
Werbel & Carnelutti,
A Professional Corporation
711 Fifth Avenue
New York, New York 10022
(212) 832-8300<PAGE>
<PAGE>
CALCULATION OF REGISTRATION FEES
Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount to Offering Aggregate of
to be be Price Per Offering Registration
Registered Registered Unit (2) Price (2) Fee
- -----------------------------------------------------------------
Common 1,857,750 $30.00 $55,732,500 $16,889
Stock shares
($.01 par
value per
share)
(1) For the sole purpose of calculating the registration fee,
the number of shares to be registered under this Registration
Statement represents the sum of shares issuable upon exercise of
presently outstanding options (options that have been granted as
of the date of this Registration Statement) issued under the
Registrant's 1993 Stock Option Plan (204,000 shares), 1993 Option
Plan (204,000 shares), 1995 Stock Option Plan (113,250 shares),
1996 Stock Option Plan (450,000 shares) and 1997 Stock Option
Plan (600,000 shares) and under certain stock option agreements
entered into by the Registrant and certain of its executive
officers and directors (286,500), which issuances have not
previously been registered under the Securities Act of 1933.
(2) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457 under the Securities
Act of 1933.<PAGE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement contains two parts. The first
part contains a prospectus pursuant to Form S-3 (in accordance
with Section C of the General Instructions to Form S-8) which
covers reoffers and resales by affiliates (as that term is
defined in Rule 405 under the Securities Act of 1933, as amended)
of the Registrant of shares of Common Stock of the Registrant,
issued upon exercise of options granted pursuant to the
Registrant's 1993 Stock Option Plan, 1993 Option Plan, 1995 Stock
Option Plan, 1996 Stock Option Plan and 1997 Stock Option Plan
and pursuant to certain stock option agreements entered into by
the Registrant and certain of its executive officers and
directors. Pursuant to the Note to Part I of Form S-8, the plan
information specified by Part I is not being filed with the
Securities and Exchange Commission. The second part contains
information required in the Registration Statement pursuant to
Part II of Form S-8.
<PAGE>
<PAGE>
NATIONAL R.V. HOLDINGS, INC.
CROSS-REFERENCE SHEET
Showing the Location in the Prospectus of the
Information Required by the Items of Part I of
Form S-3
Item Location in Prospectus
1. Forepart of the Registration
Statement and Outside Front Facing Page, Outside Front
Cover Page of Prospectus Cover Page
2. Inside Front and Outside
Back Cover Pages of
Prospectus Inside Front Cover Page
3. Summary Information,
Risk Factors and Ratio
of Earnings to Fixed Outside Front Cover Page; The
Charges Company; Risk Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Outside Front Cover Page;
Offering Price Plan of Distribution
6. Dilution Not Applicable
7. Selling Security Holders Selling Stockholders
8. Plan of Distribution Outside Front Cover Page;
Plan of Distribution
9. Description of Securities Information Incorporated by
to be Registered Reference; Description of
Capital Stock
10. Interests of Named Experts
and Counsel Not Applicable
11. Material Changes Not Applicable
12. Incorporation of Certain Incorporation of Certain
Information by Reference Documents by Reference
13. Disclosure of Commission
Position on Indemnification
for Securities Act Liabilities Not Applicable<PAGE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual
Information.
The document(s) containing the information specified in this
Part I will be sent or given to participants in the National R.V.
Holdings, Inc. 1993 Stock Option Plan, 1993 Option Plan, 1995
Stock Option Plan, 1996 Stock Option Plan and 1997 Stock Option
Plan to which this Registration Statement relates, as specified
by Rule 428(b) promulgated under the Securities Act of 1933, as
amended, and are not filed as part of this Registration
Statement.<PAGE>
<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 10, 1997
Prospectus
1,342,625 Shares
NATIONAL R.V. HOLDINGS, INC.
Common Stock
($.01 Par Value)
The shares offered hereby (the "Shares") consist of
1,342,625 shares of common stock, par value $.01 per share (the
"Common Stock") of National R.V. Holdings, Inc., a Delaware
corporation (the "Company"). The Shares have been or may be
acquired by certain executive officers and directors of the
Company and others who may be deemed to be affiliates of the
Company identified herein (the "Selling Stockholders") pursuant
to certain stock options granted to such persons by the Company.
See "Selling Stockholders" and "Plan of Distribution." The
Company will not receive any part of the proceeds from the sales
of the shares. All expenses of registration incurred in
connection herewith are being borne by the Company, but all
selling and other expenses incurred by the Selling Stockholders
will be borne by the Selling Stockholders.
The Selling Stockholders have not advised the Company of any
specific plans for the distribution of the Shares covered by this
Prospectus, but it is anticipated that the Shares will be sold
from time to time primarily in transactions (which may include
block transactions) on the National Association of Securities
Dealers Automated Quotation (NASDAQ) System at the market price
then prevailing or at prices related to prevailing prices,
although sales may also be made in negotiated transactions at
negotiated prices or otherwise. See "Selling Stockholders" and
"Plan of Distribution."
The Companys Common Stock is traded and quoted on the
NASDAQ National Market System under the symbol NRVH. On December
8, 1997, the closing sale price of the Common Stock was $30.00
per share.
THE PURCHASE OF THE SECURITIES OFFERED HEREBY INVOLVE A HIGH
DEGREE OF RISK. SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1997.<PAGE>
<PAGE>
No dealer, salesperson or other person has been
authorized to give any information or to make any
representations, other than those contained or incorporated by
reference in this Prospectus, in connection with the offering
contained herein and, if given or made, such information must not
be relied upon as having been authorized by the Company or the
Selling Stockholders. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to
whom it is unlawful to make such offer in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication
that there has been no change in the affairs of the Company since
the date hereof.
AVAILABLE INFORMATION
A registration statement on Form S-8/S-3 in respect
of the Shares offered by this Prospectus (the "Registration
Statement") has been filed with the Securities and Exchange
Commission (the "Commission"), 450 Fifth Street, N.W.,
Washington, D.C. 20549, under the Securities Act of 1933, as
amended (the "Act"). This Prospectus does not contain all of the
information contained in such Registration Statement, certain
portions of which have been omitted herefrom pursuant to the
rules and regulations of the Commission. The Company is subject
to the information requirements of the Securities Exchange Act of
1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the
Commission. These reports, proxy statements and other
information may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549; and at the
regional offices of the Commission at 7 World Trade Center, New
York, New York 10007; and Suite 1400, Northwestern Atrium Center,
500 West Madison Street, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
The Companys securities are quoted on the NASDAQ
system. Reports and other information about the Registrant may
be inspected at the offices maintained by the National
Association of Securities Dealers, Inc., NASDAQ Reports Section,
at 1735 K Street, N.W., Washington, D.C. 20006.<PAGE>
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions of documents
filed by the Company with the Commission are incorporated by reference
in this Prospectus:
(a) The Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
(b) The Companys Quarterly Report on Form 10-Q for the fiscal
quarters ended March 31, 1997, June 30, 1997 and September
30, 1997;
(c) The Company Proxy Statement dated April 25, 1997 relating to
its 1997 Annual Meeting of Stockholders; and
(d) All other reports pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the Companys fiscal period
ended December 31, 1996.
Each document filed subsequent to the date of the
Prospectus by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of
such reports and documents.
Any statement contained in a document, all or a
portion of which is incorporated by reference herein, shall be deemed to
be modified or superseded for purposes of this Prospectus to the
extent that a statement contained or incorporated by reference
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without
charge to each person to whom a copy of this Prospectus has been
delivered, upon the written or oral request of any such person, a
copy of any or all such documents which are incorporated herein
by reference (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into the
documents that this Prospectus incorporates). Written or oral
requests for copies should be directed to: Investor Relations,
National R.V. Holdings, Inc., 3411 N. Perris Blvd. Perris,
California 92571, telephone number: (909) 943-6007.<PAGE>
<PAGE>
THE COMPANY
National R.V. Holdings, Inc. is one of the nation's
leading manufacturers of Class A motorhomes. Through its wholly-
owned subsidiary, National R.V., Inc. ("National RV"), the
Company designs, manufactures and markets Class A motorhomes and
fifth-wheel travel trailers under brand names including Dolphin,
Sea Breeze and Tropi-Cal. Through its wholly-owned subsidiary
acquired in November 1996, Country Coach, Inc. ("Country Coach"),
the Company designs, manufactures and markets high-end (Highline)
Class A motorhomes and bus conversions under brand names
including Concept, Affinity, Magna, Intrigue and Allure. Country
Coach is the fourth largest manufacturer of Highline motorhomes
in the United States with a 11.2% share of the Highline segment
of the Class A motorhome market. The Company, which began
manufacturing recreational vehicles ("Rvs") in 1964, sells its
motorhomes through a network of independent dealers located in
the United States, Canada and Europe. The Company is the fifth
largest manufacturer of Class A motorhomes in the United States
with a 7.7% market share.
Motorhomes are self-powered RVs built on a motor
vehicle chassis. The interior typically includes a driver's area
and kitchen, bathroom, dining and sleeping areas. Motorhomes are
self-contained, with their own power generation, heating,
cooking, refrigeration, sewage holding and water storage
facilities, so that they can be lived in without being attached
to utilities. Fifth-wheel travel trailers, similar to motorhomes
in features and use, are constructed with a raised forward
section that attaches to the bed of a pick-up truck.
RVs are purchased for a variety of purposes,
including camping, visiting family and friends, sightseeing, vacationing
and enjoying outdoor activities and sporting events. According
to a University of Michigan study, approximately 8.2 million
households (or 9.6% of all households) in the United States owned
RVs in 1993, up from 7.7 million households in 1988 and 5.8
million households in 1980. Ownership of RVs reaches its highest
level among those Americans aged 55 to 64, with 16.0% of
households in this category owning RVs. The number of Americans
in this group, which constitutes the Company's primary target
market, is projected to grow 38.7% from 1996 to 2005 as compared
to 7.8% for the overall population.<PAGE>
<PAGE>
National R.V. Holdings, Inc. was incorporated in
Delaware in August 1988 and has its headquarters at 3411 N.
Perris Boulevard, Perris, California 92571. Its telephone number
is (909) 943-6007. National R.V., was incorporated in California
in January 1970. National RV's predecessor was organized in
1964. Country Coach was incorporated in Oregon in July 1974. As
used in this Prospectus, the term "Company" refers to National
R.V. Holdings, Inc., National RV and Country Coach, unless the
context otherwise requires.
RISK FACTORS
The following information, in addition to the other
information contained in this Prospectus, should be considered
carefully by prospective purchasers of the Common Stock in
evaluating the Company, its business and an investment in the
shares of Common Stock offered hereby.
Cyclical Nature of the RV Industry, Seasonality and
Potential Fluctuations in Operating Results. The RV industry has
been characterized by cycles of growth and contraction in
consumer demand, reflecting prevailing economic conditions which
affect disposable income for leisure-time activities. Concerns
about the availability and price of gasoline, decreases in
consumer confidence, increases in interest rates and reductions
in available financing have had, and may in the future have, an
adverse impact on RV sales. In addition, because of the
relatively high selling price of the Company's Highline
motorhomes, a small variation in the number of motorhomes sold in
any quarter could have a significant effect on sales and
operating results for that quarter. Seasonal factors, over which
the Company has no control, also have an effect on the demand
for the Company's products. Demand in the RV industry declines
over the winter season, while sales are generally highest during
the spring and summer months.
Integration of Acquired Businesses; Management of
Growth. One of the Company's objectives is to acquire businesses
in the RV industry or related areas. Successfully accomplishing
this goal depends upon a number of factors, including the
Company's ability to find suitable acquisition candidates,
negotiate acquisitions on acceptable terms, retain key personnel
of the acquired entities, hire and train other competent
managers, and effectively and profitably integrate the operations
of the acquired businesses into the Companys existing
operations. The process of integrating acquired businesses,
including Country Coach, may require a significant amount of
resources and management attention which will temporarily detract
attention from the day-to-day business of the Company. The
Company's ability to manage its growth effectively will require
it to continue to improve its operational, financial and
management information systems and controls, and to attract,
retain, motivate and manage employees effectively. The failure<PAGE>
<PAGE>
of the Company to manage growth in its business effectively could
have a material adverse effect on the financial condition and
results of operations of the Company.
Expansion of Manufacturing Facilities. In 1997, the
Company's National RV subsidiary expanded its current production
capacity of 200,000 square feet through the construction of a
154,000 square foot manufacturing facility on its property in
Perris, California. In addition, the Company's Country Coach
subsidiary recently expanded its Junction City, Oregon location.
There can be no assurance that such facilities or future
additional facilities will be able to meet the manufacturing
needs of the Company or that the Company will be able to attract
and retain qualified technical, supervisory and manufacturing
personnel required in order to operate such facility in an
effective and efficient manner.
Dependence on Key Personnel. The Company's growth
and continued success depend to a substantial degree on Wayne M.
Mertes, a founder of National RV and President, Chief Executive
Officer and a director of the Company, Robert B. Lee, a founder
and Chief Executive Officer of Country Coach and a director of
the Company and other key personnel. The Company has employment
agreements which expire in October 1998 and November 1999 with
Mr. Mertes and Mr. Lee, respectively. In addition, the Company
has obtained key-man insurance on the life of Mr. Mertes and Mr.
Lee in the amounts of $2.0 and $3.0 million, respectively. The
loss to the Company of the services of Mr. Mertes, Mr. Lee or any
of its other key personnel could have a material adverse effect
on the business of the Company.
Dependence on Certain Dealers; Concentration of
Dealers in Certain Regions. Although no one dealer accounted for more
than 10% of the Company's net sales during the first nine months
of 1997, the Company's top ten dealers accounted for
approximately 38% of the Company's sales during the nine months
ended September 30, 1997. The loss by the Company of one or more
of these dealers could have a material adverse effect on the
Company's financial condition and results of operations. In
addition, as is typical in the RV industry, a significant portion
of the Company's sales are from dealers located in states in the
western part of the United States. Consequently, the Company's
sales could be materially adversely affected by a general
downturn in economic conditions or other material events in such
region.
Dependence on Chassis Suppliers. One of the
principal components used in the manufacture of motorhomes and bus
conversions is the chassis and bus shell, respectively, which
include the engine, drive train and other operating components.
Although Country Coach manufactures chassis used in certain of
its products, the Company obtains the required chassis for most<PAGE>
<PAGE>
of its Class A motorhomes from a limited number of manufacturers
and the required bus shells from Prevost Corporation. Prevost is
the only manufacturer of bus shells used in the Company's bus
conversions and there is only one other manufacturer of bus
shells in North America. As is standard in the industry,
arrangements with such suppliers permit them to terminate their
relationship with the Company at any time. Lead times for the
delivery of chassis frequently exceed five weeks, and the RV
industry as a whole has from time to time experienced temporary
shortages of chassis. If any of the Company's suppliers were to
discontinue the manufacture of chassis utilized by the Company in
the manufacture of its Class A motorhomes, materially reduce
their availability to the RV industry in general or limit or
terminate their availability to the Company in particular, the
business and financial condition of the Company could be
materially and adversely affected.
Potential Liabilities Under Repurchase Agreements.
As is common in the industry, the Company enters into repurchase
agreements with the financing institutions used by its dealers to
finance their purchases. These agreements obligate the Company
to purchase a dealer's inventory under certain circumstances in
the event of a default by the dealer to its lender. The risk of
loss, however, is spread over many dealers and is further reduced
by the resale value of the RVs that the Company would be required
to repurchase. Although losses under these agreements have not
been significant in the past, if the Company were obligated to
repurchase a significant number of RVs in the future, it could
result in losses and a reduction in new RV sales. The Company's
contingent obligations under repurchase agreements vary from
period to period and totalled approximately $54 million as of
September 30, 1997.
Competition. The Company competes with numerous
manufacturers, many of which have multiple product lines of RVs,
are larger and have substantially greater financial and other
resources than the Company. According to an industry source, the
two largest motorhome manufacturers had sales aggregating 44.3%
and 45.8% of total industry-wide retail unit sales of Class A
motorhomes for the year ended December 31, 1996 and the nine
months ended September 30, 1997, respectively. In addition,
sales of used RVs provide competition to RV manufacturers.
Government Regulation. The Company is subject to the
provisions of the National Traffic and Motor Vehicle Safety Act
(the "Motor Vehicle Act") and the safety standards for RVs and
components which have been promulgated thereunder by the
Department of Transportation. The Motor Vehicle Act authorizes
the National Highway Traffic Safety Administration ("NHTSA") to
require a manufacturer to recall and repair vehicles which
contain certain hazards or defects. The Company has from time to
time instituted voluntary recalls of certain motorhome units,<PAGE>
<PAGE>
none of which had a material adverse effect on the Company. The
Company is also subject to numerous state consumer protection
laws and regulations relating to the operation of motor vehicles,
including so-called "Lemon Laws."
The Company's manufacturing operations are subject
to a variety of federal and state environmental regulations relating
to the use, generation, storage, treatment, emissions, and
disposal of hazardous material sand wastes and noise pollution.
Such laws and regulations are becoming more stringent, and it is
likely that future amendments to these environmental statutes and
additional regulations promulgated thereunder will be applicable
to the Company, its manufacturing operations and its products in
the future. The failure of the Company to comply with present or
future regulations could result in fines being imposed on the
Company, potential civil and criminal liability, suspension of
production or operations, alterations to the manufacturing
process or costly cleanup or capital expenditures.
Product Liability. The Company maintains product
liability insurance with coverage in amounts which management
believes is reasonable. To date, the Company has been successful
in obtaining product liability insurance on terms the Company
considers acceptable. The Company's current policy provides
coverage against claims based on occurrences within the policy
periods up to a maximum of $11 million. Given the nature of the
Company's business, product liability in excess of the Company's
insurance coverage, if incurred, could have a material adverse
effect on the Company.
Control by Affiliates. As of November 15, 1997,
affiliates of Siegler, Collery & Co., a New York-based investment
firm ("Siegler Collery"), beneficially owned approximately 22.3%
of the outstanding shares of Common Stock. Gary N. Siegler,
Chairman of the Board and a director of the Company, controls
each of these affiliates. In addition, as of November 15, 1997,
the executive officers and directors of the Company as a group
beneficially own approximately 35.3% of the outstanding shares of
Common Stock. As a result of such ownership, Mr. Siegler,
individually, and the executive officers and directors, as a
group, have the ability to exert significant influence on the
Company's policies, the election of directors and the
authorization of certain transactions that require stockholder
approval.
Antitakeover Provisions. Certain provisions of the
Company's Certificate of Incorporation, as well as Delaware
corporate law and the Company's Stockholder Rights Plan (the
"Rights Plan"), may be deemed to have anti-takeover effects and
may delay, defer or prevent a takeover attempt that a stockholder
might consider in its best interest. Such provisions also may
adversely affect prevailing market prices for the Common Stock. <PAGE>
<PAGE>
Certain of such provisions allow the Company's Board of Directors
to issue, without additional stockholder approval, preferred
stock having rights senior to those of the Common Stock. In
addition, the Company is subject to the anti-takeover provisions
of Section 203 of the Delaware General Corporation Law, which
prohibits the Company from engaging in a "business combination"
with an "interested stockholder" for a period of three years
after the date of the transaction in which the person became an
interested stockholder, unless the business combination is
approved in a prescribed matter. In August 1996, the Company
adopted the Rights Plan, pursuant to which holders of the Common
Stock received a distribution of rights to purchase additional
shares of Common Stock, which rights become exercisable upon the
occurrence of certain events.
USE OF PROCEEDS
The Company will not receive any proceeds from the
sale of the Shares by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth the name of each
present Selling Stockholder and the number of shares of Common Stock
which each such Selling Stockholder (1) beneficially owned of
record as of November 15, 1997 (including shares of Common Stock
underlying exercisable options); (2) may acquire pursuant to the
exercise of a previously granted option or options under the
Company's 1993 Stock Option Plan, 1993 Option Plan, 1995 Stock
Option Plan, 1996 Stock Option Plan and 1997 Stock Option Plan
and under certain stock option agreements entered into by the
Company and certain of its executive officers and directors
(collectively, the "Plans"), all of which shares may be sold
pursuant to this Prospectus; (3) the amount of Common Stock to be
beneficially owned by each Selling Stockholder assuming the sale
of all shares acquired upon the exercise of such options granted
under the Plans; and (4) the percentage of shares to be
beneficially owned by each Selling Stockholder after the exercise
of the options granted and the sale thereof.
<TABLE>
<CAPTION>
Expected to
Common Stock Amount of
Pursuant to Outstanding Percentage of
the Plans to be Common Stock
Shares and Offered Beneficially Beneficially
Acquire Pursuant Owned After Owned Upon
Beneficially to the Exercise and Exercise and
Name Owned (1) Prospectus (2) Sales Sales
- ----------------------------------------------------------------
<S> <C> <C> <C> <C>
Gary N.
Siegler,
Chairman 1,769,557(3)(4) 501,250 1,455,807(3) 21.6%<PAGE>
<PAGE>
Wayne. M.
Mertes,
President
and Chief
Executive
Officer
and
Director 516,407(5) 317,500 293,907 4.5%
Kenneth W.
Ashley,
Chief
Financial
Officer 48,355(6) 97,375 11,522 *
Neil H.
Koffler,
Director 60,028(7) 68,750 3,778 *
Gary L.
Fuhrman,
Director 279,566(8) 127,000 165,066 2.6%
Robert B.
Lee,
Director 407,441(9) 115,000 357,441 5.6%
Stephen M.
Davis,
Director 24,500(10) 33,250 3,750 *
Peter M.
Collery 1,233,083(3)(11) 82,500 1,150,583(3) 18.4%
</TABLE>
- ------------------------
* Less than one percent
<PAGE>
<PAGE>
(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) Shares shown in this column represent shares underlying both
vested and unvested stock options granted to the individuals
listed in the table.
(3) Messrs. Siegler and Collery, due to their ownership of
Siegler Collery and other affiliates which own an aggregate of
1,125,083 shares of Common Stock, are deemed to beneficially own
all of the shares of Common Stock owned of record by all such
entities.
(4) Includes 313,750 shares underlying outstanding options which
are exercisable immediately or within 60 days.
(5) Includes 222,500 shares underlying outstanding options which
are exercisable immediately or within 60 days.
(6) Includes 36,833 shares underlying outstanding options which
are exercisable immediately or within 60 days.
(7) Includes 56,250 shares underlying outstanding options which
are exercisable immediately or within 60 days.
(8) Includes 114,500 shares underlying outstanding options which
are exercisable immediately or within 60 days.
(9) Includes 50,000 shares underlying outstanding options which
are exercisable immediately or within 60 days.
(10) Includes 20,750 shares underlying outstanding options which
are exercisable immediately or within 60 days.
(11) Includes 82,500 shares underlying outstanding options which
are exercisable immediately or within 60 days.
<PAGE>
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholders may sell some or all of the
Shares in transactions involving broker/dealers, who may act as
agent or acquire the Shares as principal. Any broker/dealer
participating in such transactions as agent may receive a
commission from the Selling Stockholders (and, if they act as
agent for the purchaser of such Shares, from such purchaser).
Usual and customary brokerage fees will be paid by the Selling
Stockholders. Broker/dealers may agree with the Selling
Stockholders to sell a specified number of Shares at a stipulated
price per Share and, to the extent such broker/dealer is unable
to do so acting as agent for the Selling Stockholders, to
purchase as principal any unsold Shares at the price required to
fulfill the respective broker/dealers commitment to the Selling
Stockholders. Broker/dealers who acquire Shares as principals
may thereafter resell such Shares from time to time in
transactions (which may involve cross and block transactions and
which may involve sales to and through other broker/dealers,
including transactions of the nature described above) in the
over-the-counter market, in negotiated transactions or otherwise,
at market prices prevailing at the time of sale or at negotiated
prices, and in connection which such resales may pay to or
receive commissions from the purchasers of such Shares. The
Selling Stockholders also may sell some or all of the Shares
directly to purchasers without the assistance of any
broker/dealer.
The Company is bearing all costs relating to the
registration of the Shares, provided that, any commissions or
other fees payable to broker/dealers in connection with any sale
of the Shares will be borne by the Selling Stockholders or other
party selling such Shares.
The Selling Stockholders must comply with the
requirements of the Act and the Exchange Act and the rules and
regulations thereunder in the offer and sale of the Shares. In
particular, during such times as the Selling Stockholders may be
deemed to be engaged in a distribution of the Common Stock, and
therefore be deemed to be an underwriter under the Act, it must
comply with the rules under the Exchange Act, as amended, and
will, among other things:
(a)not engage in any stabilization activities in connection
with the Companys securities;
(b)furnish each broker/dealer through which Shares may be
offered such copies of this Prospectus, as amended from time to
time, as may be required by such broker/dealer; and
(c)not bid for or purchase any securities of the Company or
attempt to induce any person to purchase any securities of the
Company other than as permitted under the Exchange Act.<PAGE>
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists
of 10,000,000 shares of Common Stock, par value $.01 per share, and
5,000 shares of Preferred Stock, par value $.01 per share
("Preferred Stock"). As of November 15, 1997, the Company had
outstanding 6,254,133 shares of Common Stock and 4,000 shares of
Series A Preferred Stock.
Common Stock
The holders of outstanding shares of Common Stock are
entitled to receive dividends out of assets legally available
therefor at such times and in such amounts as the Board of
Directors may, from time to time, determine. Each stockholder is
entitled to one vote for each share of Common Stock held by such
stockholder. The Company's Restated Certificate of Incorporation
does not provide for cumulative voting. Therefore, the holders
of a majority of the Company's Common Stock could elect all of
the Company's directors. The Common Stock is not entitled to
preemptive rights and is not subject to redemption. Upon
liquidation, dissolution or winding-up of the Company, the assets
legally available for distribution to stockholders are
distributable ratably among the holders of the Common Stock
outstanding at that time after payment of liquidation
preferences, if any, on any outstanding Preferred Stock. Each
outstanding share of Common Stock is fully paid and
nonassessable.
Pursuant to the Rights Plan, holders of the Common
Stock received a distribution of one right (the "Rights") to
purchase one ten thousandth of a share of Series B Junior
Participating Preferred Stock for each share of Common Stock
owned. The Rights will generally become exercisable ten days
after a person or group acquires 15% of the Company's outstanding
voting securities or ten business days after a person or group
commences or announces an intention to commence a tender or
exchange offer that could result in the acquisition of 15% of any
such securities. Ten days after a person acquires 15% or more of
the Company's outstanding voting securities (unless this time
period is extended by the Company's Board of Directors) each
Right would, subject to certain adjustments and alternatives,
entitle the rightholder to purchase Common Stock of the Company
or stock of the acquiring company having a market value of twice
the $24.00 exercise price of the Right (except that the acquiring
person or group and other related holders would not be able to
purchase Common Stock of the Company on these terms). The Rights
are nonvoting, expire on 2006 and may be redeemed by the Company
at a price of $0.01 per Right at any time prior to the tenth day
after an individual or group acquired 15% of the Company's voting
stock, unless extended. The purpose of the Rights is to
encourage potential acquirors to negotiate with the Company's<PAGE>
<PAGE>
Board of Directors prior to attempting a takeover and to give the
Company's Board of Directors leverage in negotiating on behalf of
the stockholder the terms of any proposed takeover.
Preferred Stock
The Company's Restated Certificate of Incorporation
provides that the Company may, without further action by the
Company's stockholders, issue up to an aggregate of 5,000 shares
of Preferred Stock in one or more series. The Board of Directors
is authorized to establish from time to time the number of shares
to be included in any such series and to fix the relative rights
and preferences of the shares of any such series, including
without limitation dividend rights, dividend rate, voting rights,
redemption rights and terms, liquidation preferences and sinking
fund provisions. The Board of Directors may authorize and issue
Preferred Stock with voting or conversion rights that could
adversely affect the voting power or other rights of the holders
of Common Stock. In addition, the issuance of Preferred Stock
could have the effect of delaying, deferring or preventing a
change in control of the Company.
As part of the total of 5,000 shares of authorized
Preferred Stock, the Company's Restated Certificate of
Incorporation designates 4,000 of such shares as Series A
Preferred Stock (the "Series A Preferred Stock"), all of which
were issued in May 1989. The Series A Preferred Stock is not
entitled to any dividends and the holders thereof have no voting
rights except as otherwise may be provided by law. Upon the
liquidation, dissolution or winding up of the Company, the
holders of Series A Preferred Stock are entitled to receive out
of the assets of the Company available for distribution to the
stockholders, before any distribution is made to the holders of
shares of Common Stock or any other series of Preferred Stock, an
amount equal to $.01 per share of Series A Preferred Stock (the
"Series A Liquidation Preference"). The Series A Preferred Stock
is redeemable, in whole or in part, at the option of the Company,
at any time or from time to time at a redemption price per share
equal to the Series A Liquidation Preference. The Company has no
present plans to issue any additional shares of Preferred Stock,
including additional shares of Series A Preferred Stock.
Transfer Agent
The Transfer Agent and registrar for the Common Stock
is Continental Stock Transfer and Trust Company, New York, New
York.
<PAGE>
<PAGE>
LEGAL MATTERS
The validity of the Common Stock offered hereby
will be passed upon for the Company by Werbel & Carnelutti, A
Professional Corporation, New York, New York. Members of such
firm have a pecuniary interest in 3,750 shares of the Common
Stock and Stephen M. Davis, a member of such firm, is a director
of the Company.
EXPERTS
The consolidated financial statements at December 31,
1996 and 1995 and for the year ended December 31, 1996, the seven
months ended December 31, 1995 and the years ended May 31, 1995
and 1994 incorporated by reference in this Prospectus have been
so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm
as experts in accounting and auditing.
<PAGE>
<PAGE>
NATIONAL R.V. HOLDINGS, INC.
REGISTRATION STATEMENT ON FORM S-8/S-3
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the
Securities and Exchange Commission are incorporated in this
Registration Statement by reference:
(a) The Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
(b) The Companys Quarterly Report on Form 10-Q for the fiscal
quarters ended March 31, 1997, June 30, 1997 and September
30, 1997;
(c) The Company Proxy Statement dated April 25, 1997 relating to
its 1997 Annual Meeting of Stockholders; and
(d) All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to
be incorporated by reference in the Registration Statement
and to be part thereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware ("DGCL") empowers the Company to, and the Certificate of
Incorporation of the Company provides that it shall, indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding by any reason of the fact that he is or was a
director, officer, employee or agent of the Company, or is or was
serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments,<PAGE>
<PAGE>
fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful; except that, in the case of an action or
suit by or in the right of the Company, no indemnification may be
made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless
and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine that such
person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall
deem proper.
The Company's Certificate of Incorporation provides,
pursuant to Section 145 of the General Corporation Law of the
State of Delaware, for indemnification of officers, directors,
employees and agents of the Company and persons serving at the
request of the Company in such capacities within other business
organizations against certain losses, costs, liabilities and
expenses incurred by reason of their position with the Company or
such other business organizations.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The Company hereby incorporates by reference the
following list of exhibits filed as part of this Registration
Statement.
Exhibit
Number Document
4.1 1993 Stock Option Plan. (1)
4.2 1993 Option Plan. (2)
4.3 1995 Stock Option Plan. (3)
4.4 1996 Stock Option Plan. (4)
4.5 1997 Stock Option Plan.
<PAGE>
<PAGE>
4.6 Form of Key Employee Stock Option Agreement between
the Company and each of various executive officers
of the Company. (5)
4.7 Form of Stock Option Agreement between the Company
and each of various directors of the Company. (5)
5.1 Opinion of Werbel & Carnelutti, a Professional
Corporation.
23.1 Consent of Werbel & Carnelutti (included in Exhibit
5.1).
23.2 Consent of Price Waterhouse LLP.
24.1 Power of Attorney (Reference is made to the
signature page of the Registration Statement).
- -------------------
(1) Incorporated by reference from the Company's Registration
Statement on Form S-1 filed with the Securities and Exchange
Commission on August 16, 1993, as amended (File No. 33-67414).
(2) Incorporated by reference from the Company's Registration
Statement on Form S-1 filed with the Securities and Exchange
Commission on December 15, 1993 (File No. 33-72954).
(3) Incorporated by reference from the Company's Annual Report
on Form 10-K for the year ended December 31, 1995 and filed with
the Securities and Exchange Commission on March 27, 1996.
(4) Incorporated by reference from the Company's Annual Report
on Form 10-K for the year ended December 31, 1996 and filed with
the Securities and Exchange Commission on March 28, 1997.
(5) Incorporated by reference from the Company's Registration
Statement on Form S-8 filed with the Securities and Exchange
Commission on July 18, 1996 (File No. 333-08359).
<PAGE>
<PAGE>
Item 9. Undertaking.
The Company hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in the Registration Statement including (but not limited to) any
addition of a managing underwriter, provided, however, that the
undertakings set forth in paragraphs (i) and (ii) above do not
apply if the information required to be included in a post-
effective amendment by those paragraphs if contained in periodic
reports filed by the Company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended, that
are incorporated by reference in this Registration Statement.
2. That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offer herein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which
remain unsold at the termination of the offering.
The Company hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, as
amended, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, as amended (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934, as amended) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.<PAGE>
<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to
directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933, as amended, and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933, as amended, and will be
governed by the final adjudication of such issue.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto
duly authorized in the City of Perris, State of California on
December 10, 1997.
NATIONAL R.V. HOLDINGS, INC.
By: /s/ Wayne M. Mertes
--------------------------
Wayne M. Mertes, President and
Chief Executive Officer (Principal
Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gary N. Siegler
and Stephen M. Davis, or either of them, his true and lawful
attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities to sign any or all amendments (including post-
effective amendments) to this registration statements and any
related registration statement filed under Rule 462(b), and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully for all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting along, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on December 10, 1997.
Signature Capacity in Which Signed
- ---------- --------------------------
/s/ Gary N. Siegler Chairman of the
- ----------------------- Board of Directors
Gary N. Siegler
<PAGE>
<PAGE>
/s/ Wayne M. Mertes President, Chief Executive
- ------------------- Officer (Principal Executive
Wayne M. Mertes Officer) and Director
/s/ Robert B. Lee Director
- -------------------
Robert B. Lee
/s/ Neil H. Koffler Director
- --------------------
Neil H. Koffler
/s/ Stephen M. Davis Director
- --------------------
Stephen M. Davis
/s/ Gary Fuhrman Director
- --------------------
Gary Fuhrman
/s/ Kenneth W. Ashley Treasurer and Chief
- --------------------- Financial Officer
Kenneth W. Ashley (Principal Financial
Officer and Accounting
Officer)
108430
<PAGE>
<PAGE>
<Ex. 4.5>
NATIONAL R.V. HOLDINGS, INC.
1997 STOCK OPTION PLAN
<PAGE>
<PAGE>
NATIONAL R.V. HOLDINGS, INC.
1997 STOCK OPTION PLAN
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 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 Company's common stock under this National R.V.
Holdings, Inc. 1997 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 with respect to an Eligible Employee,
including an Eligible Employee who is a director of the Company,
(i) the voluntary termination of employment by such Eligible
Employee, (ii) intentional failure to perform, or habitual
neglect of, reasonably assigned duties, (iii) dishonesty or
willful misconduct in the performance of an Optionee's duties,
(iv) 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
interests of the Company or any of its Subsidiaries and which is
engaged in for personal profit to the Optionee, (v) willful
violation of any law, rule or regulation in connection with the
performance of an Optionee's duties, (vi) willful violation of
any policy adopted by the Company relating to the performance or
behavior of employees or (vii) acts of carelessness or misconduct
which have in the reasonable judgment of the Company's Board of
Directors, an adverse effect on the Company.
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.
<PAGE>
<PAGE>
2.5. "Code" means the Internal Revenue Code of 1986, as
amended.
2.6. "Company" means National R.V. Holdings, Inc.
2.7. "Consultant Option" means an Option granted to a
consultant pursuant to Section 7.
2.8. "Director Option" means an Option granted to a
Nonemployee Director pursuant to Section 5.
2.9. "Disability" means a physical or mental infirmity
which impairs the Optionee's ability to perform substantially his
or her duties for a period of sixty (60) consecutive days.
2.10. "Eligible Employee" means any officer or other
employee of the Company or a Subsidiary who is designated by the
Board as eligible to receive Options subject to the conditions
set forth herein.
2.11. "Employee Options" means an Option granted to an
Eligible Employee pursuant to Section 6.
2.12. "Exchange Act" means the Securities Exchange Act of
1934, as amended.
2.13. "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.
2.14. "Incentive Stock Option" means an Option satisfying
the requirements of Section 422 of the Code and designated by the
Board as an Incentive Stock Option.
2.15. "Nonqualified Stock Option" means an Option which
is not an Incentive Stock Option.
2.16. "Nonemployee Director" means a director of the
Company who is not a full-time employee of the Company or any
Subsidiary.
<PAGE>
<PAGE>
2.17. "Option" means an Employee Option, a Director
Option, a Consultant Option or any or all of them.
2.18. "Optionee" means a person to whom an Option has
been granted under the Plan.
2.19. "Parent" means any corporation which is a parent
corporation (within the meaning of Section 424(e) of the Code)
with respect to the Company.
2.20. "Plan" means the National R.V. Holdings, Inc. 1997
Stock Option Plan.
2.21. "Shares" means the common stock, par value $.01 per
share, of the Company.
2.22. "Subsidiary" means any corporation which is a
subsidiary corporation (within the meaning of Section 424(f) of
the Code) with respect to the Company.
2.23. "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.
2.24. "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 Board which
shall hold meetings at such times as may be necessary for the
proper administration of the Plan. The Board shall keep minutes
of its meetings. A quorum shall consist of not less than a
majority of the Board 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 Board shall be
as fully effective as if made by a majority vote at a meeting
duly called and held. No member of the Board 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, fraud or bad faith. The Company hereby
agrees to indemnify each member of the Board 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<PAGE>
<PAGE>
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.
3.2. Subject to the express terms and conditions set
forth herein, the Board shall have the power from time to time to
determine those Optionees to whom Options shall be granted under
the Plan and the number of Incentive Stock Options and/or
Nonqualified Stock Options to be granted to such Optionee and to
prescribe the terms and conditions (which need not be identical)
of each Option, including the purchase price per Share subject to
each 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 Board 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 Board 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.
3.4 Notwithstanding anything to the
contrary contained herein, the Board may designate a committee which shall
have and may exercise all the powers and authority of the Board in
administering this Plan. Any action specified herein to be taken
by the Board, shall, if a committee is formed to administer the
Plan, be satisfied by the action of the committee.
<PAGE>
<PAGE>
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 600,000 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.
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 Board. Subject to the provisions of
the Plan, the Board 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 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 Board 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 to
be designated by the Board and set forth in the Agreement
evidencing the Option.
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 or may be one
installment) and at such times as may be designated by the Board
and set forth in the Agreement evidencing the Option. 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 Board may accelerate the exercisability of any
Option or portion thereof at any time.
6. Option Grants for Eligible Employees.
6.1. Authority of Board. Subject to the provisions of
the Plan, the Board shall have full and final authority to select
those Eligible Employees who will receive Employee Options, the<PAGE>
<PAGE>
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 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 Board 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 Board 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 Board 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 or may be in one
installment) and at such times as may be designated by the Board
and set forth in the Agreement evidencing the Option. To the
extent not otherwise provided by the Board, 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
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 Board may accelerate the
exercisability of any Option or portion thereof at any time.
7. Option Grants for Consultants.
7.1. Authority of Board. Subject to the provisions of
the Plan, the Board shall have full and final authority to select
those consultants to the Company or a Subsidiary who will receive<PAGE>
<PAGE>
Consultant Options, the terms and conditions of which shall be
set forth in an Agreement. An employee or officer of the Company
shall not be deemed a consultant.
7.2. Purchase Price. 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 Board 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 Board shall determine, provided
that no Consultant Option shall be exercisable after the
expiration of ten (10) years from the date it is granted. The
Board 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 or may be in one
installment) and at such times as may be designated by the Board
and set forth in the Agreement evidencing the Option. To the
extent not otherwise provided by the Board, 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 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 Board 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.
<PAGE>
<PAGE>
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 Board 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 Board; or (iii) as otherwise determined by the Board. At the
Optionee's request and subject to the consent of the Board,
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 Board, 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. 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 or Services. 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 (or similar arrangement) with the
Company and its Subsidiaries as follows:
<PAGE>
<PAGE>
(a) in the event the Optionee's
employment terminates as a result of Disability, the Optionee may at any
time within three (3) months after such event exercise the Option or portion
thereof that was exercisable on the date of such termination;
(b) if an Optionee's employment
terminates for Cause, the Option shall terminate immediately and no rights
thereunder may be exercised;
(c) if an Optionee's employment
terminates without Cause, the Optionee may at any time within one (1)
month after such event exercise the Option or portion thereof that was
exercisable on the date of such termination; and
(d) if an Optionee dies while an
employee of the Company or any Subsidiary or within six (6) months after
termination as a result of Disability as described in clause (a)
of this Section 8.4, the Option may be exercised at any time
within six (6) months 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.
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 Nonemployee Director Options and
Consultant Options. Nonemployee Director Options and Consultant
Options granted to Nonemployee Directors and consultants to the
Company or a Subsidiary shall terminate under such circumstances
as are provided in the Agreement evidencing the Option, and if
not expressly specified, as of the close of business on the last
day of the term of the Option, but in no event may such an Option
be exercised by anyone after the expiration of the term of the
Option.
8.6. Modification or Substitution. The Board may, in its
discretion, modify outstanding Options or accept the surrender of
outstanding Options (to the extent not exercised) and grant new
Options in substitution for them. Notwithstanding the foregoing,
no modification of an Option shall adversely alter or impair any
rights or obligations under the Option without the Optionee's
consent.
9. Adjustment Upon Changes in Capitalization.
9.1. Subject to Section 10, in the event of a Change in
Capitalization, the Board 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<PAGE>
<PAGE>
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 or (ii) a merger or consolidation of the Company (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. 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
Board.
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; provided,
however, that to the extent necessary under Section 16(b) of the
Exchange Act and the rules and regulations promulgated thereunder
or other applicable law, no amendment shall be effective unless
approved by the stockholders of the Company in accordance with
applicable law and regulations at an annual or special meeting
held within twelve (12) months after the date of adoption of such
amendment.<PAGE>
<PAGE>
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 Board;
(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.
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 Delaware.
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 Board.
14.3. The Plan is intended to comply with Rule 16b-3
promulgated under the Exchange Act and the Board shall interpret
and administer the provisions of the Plan or any Agreement in a
manner consistent therewith. Any provisions inconsistent with<PAGE>
<PAGE>
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 Board 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 Board.
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 Board 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 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 Board 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.
<PAGE>
<PAGE>
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 Board, 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 Board 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 other times and subject
to such other conditions as the Board 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.
<PAGE>
<PAGE>
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>
<Ex 5.1>
December 10, 1997
National R.V. Holdings, Inc.
3411 N. Perris Blvd.
Perris, California 92571
Re: Registration Statement on Form S-8/S-3
National R.V. Holdings, Inc.
Gentlemen:
We have acted as counsel to National R.V. Holdings, Inc., a
Delaware corporation (the "Company"), in connection with the
Registration Statement on Form S-8/S-3 of the Company (the
"Registration Statement") under the Securities Act of 1933, as
amended, of an aggregate of 1,857,750 shares (the "Shares") of
the Company's Common Stock, par value $.01 per share (the "Common
Stock"), reserved for issuance under certain of the Company's
stock option plans (the "Plans") and certain stock option
agreements entered into by the Company and certain of its
executive officers and directors (the "Agreements").
We have examined the proceedings taken by you in connection
with the sale and issuance of the Shares of Common Stock of the
Company under the Plans and the Agreements. In such
examinations, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals,
the conformity to the originals thereof of all documents
submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents. As to
any facts material to our opinion, we have relied on the
representations of executive officers and other representatives
of the Company.
It is our opinion that, when issued and sold in the manner
referred to in the Plans and pursuant to the agreements which
accompany the Plans and pursuant to the Agreements, the Shares
will be legally and validly issued, fully paid and non-assessable
shares of Common Stock of the Company.
This opinion is rendered solely for your benefit in
connection with the transaction described above. This opinion
may not be used or relied upon by any other person without our
prior written consent.
<PAGE>
<PAGE>
We hereby consent to the use of this opinion as Exhibit 5.1
to the Registration Statement.
Very truly yours,
WERBEL & CARNELUTTI
A Professional Corporation
By: /s/ Werbel & Carnelutti
-----------------------------
<PAGE>
<PAGE>
<Ex 23.2>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8/S-3 of our report dated
February 13, 1997, which appears on page F-1 of the National R.V.
Holdings, Inc. Annual Report on Form 10-K for the year ended
December 31, 1996. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Los Angeles, California
December 9, 1997
<PAGE>
<PAGE>
<corresp>
December 10, 1997
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: National R.V. Holdings, Inc. (the " Company")
Registration Statement on Form S-8/S-3
Dear Ladies and Gentlemen:
Accompanying this letter for filing pursuant to the
Securities Act of 1933, as amended, is a conformed copy of the
above-captioned Registration Statement on Form S-8/S-3 filed on
behalf of the Company. Manually executed signature pages have
been executed prior to the time of this electronic filing. The
filing fee of $16,889 is being transmitted by wire transfer to
the Commission's account at Mellon Bank.
If we can respond to any comments or questions, please do
not hesitate to contact the undersigned collect, at (212) 832-
8300.
Sincerely,
/s/ Peter DiIorio
----------------------
Peter DiIorio
Enclosure
cc: Mr. Kenneth W. Ashley
108430
