<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 25, 1998
NATIONAL R.V. HOLDINGS, INC.
- ------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-22268 33-0371079
- ----------------------------------------------------------------
(State or other (Commission (I.R.S. Employer
jurisdiction) File Number) Identification No.)
3411 N. Perris Blvd., Perris, California 92571
- -------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (909) 943-6007
N/A
- -------------------------------------------------------------------
(Former name and former address, if changed since last report)
<PAGE>
<PAGE>
Item 5. Other Events.
----------------
On February 25, 1998, the Board of Directors of National
R.V. Holdings, Inc. (the "Company") appointed Mr. Doy B. Henley as
a Class III director to fill the vacancy left by the recent
resignation of Gary L. Fuhrman. In addition, the Board expanded
the size of the Class II class of directors from two to three and
appointed Mr. Greg McCaffery as a Class II director.
Mr. Henley, 68, a private investor, was Chairman of the
Board of Directors, Chief Executive Officer and a founder of
Aeromil Engineering Company, a manufacturer of track systems and
structural components for the aerospace industry, from 1966 to its
sale in November, 1997. In addition, Mr. Henley was Chairman of
the Board of Directors of Cox Hobbies Incorporated from 1980 to its
sale in January, 1996. Mr. Henley also serves as a director of
Fleetwood Credit Corporation, a subsidiary of Ford Motor Company.
Mr. McCaffery, 45, is the owner of McCaffery
Homebuilders, a Southern California builder of estate homes, which
he founded in 1984.
<PAGE>
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
NATIONAL R.V. HOLDINGS, INC.
By: /s/ Kenneth W. Ashley
-----------------------
Name: Kenneth W. Ashley
Title: Chief Financial Officer
Dated: March 4, 1998
<PAGE>
WERBEL & CARNELUTTI
A Professional Corporation
711 Fifth Avenue
New York, New York 10022
March 6, 1998
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")
Form 8-K
Date of Event: February 25, 1998
File No. 0-22268
Dear Ladies and Gentlemen:
On behalf of the Company, we hereby transmit for filing
pursuant to the Securities Act of 1934, the Company's Form 8-K.
If you have any questions or need further information
with respect to the foregoing, please call the undersigned at
(212) 832-8300.
Sincerely,
/s/ Stephen M. Davis
Stephen M. Davis
Attachment
114155