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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
National R.V. Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 134-0371079
(State of incorporation or organization) (I.R.S. Employer Identification No.)
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3411 N. Perris Blvd., Perris, CA 92571
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instructions A(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
Common Stock, $.01 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
The class of securities of National R.V. Holdings, Inc., a Delaware
corporation (the "Company"), to be registered hereby is the Company's Common
Stock, par value $.01 per share (the "Common Stock"). The authorized capital
stock of the Company consists of 25,000,000 shares of Common Stock and 5,000
shares of Preferred Stock, par value $.01 per share ("Preferred Stock"). As of
September 30, 1998, the Company had outstanding 10,185,255 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 Company's Rights Plan, holders of the Common Stock
possess one and one-half rights (the "Rights") to purchase one ten thousandth of
a share of Series B Junior Participating Preferred Stock for each share of
Common Stock owned. The Rights will generally become exercisable ten days
after a person or group acquires 15% of the Company's outstanding voting
securities or ten business days after a person or group commences or
announces an intention to commence a tender or exchange offer that could result
in the acquisition of 15% of any such securities. Ten days after a person
acquires 15% or more of the Company's outstanding voting securities
(unless this time period is extended by the Company's Board of Directors)
each Right would, subject to certain adjustments and alternatives, entitle the
rightholder to purchase Common Stock of the Company or stock of the acquiring
company having a market value of twice the $24.00 exercise price of the Right
(except that the acquiring person or group and other related holders would not
be able to purchase Common Stock of the Company on these terms). The Rights are
nonvoting, expire on 2006 and may be redeemed by the Company at a price of $0.01
per Right at any time prior to the tenth day after an individual or group
acquired 15% of the Company's voting stock, unless extended. The purpose of
the Rights is to encourage potential acquirors to negotiate with the Company's
Board of Directors prior to attempting a takeover and to give the Company's
Board of Directors leverage in negotiating on behalf of the stockholder the
terms of any proposed takeover.
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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.
Item 2. Exhibits
1. Restated Certificate of Incorporation, as amended. (1)
2. Bylaws of the Company. (2)
1. Form of Common Stock certificate. (3)
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4. Rights Agreement, dated as of August 20, 1996, between National
R.V. Holdings, Inc. and Continental Stock Transfer & Trust Company as Rights
Agent which includes: as Exhibit A thereto, Certificate of Designation of Series
B Junior Participating Preferred Stock; as Exhibit B thereto, the Form of Rights
Certificate; and, as Exhibit C thereto, the Summary of Rights to Purchase
Preferred Stock. (4)
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(1) Incorporated by reference from the Company's Registration Statement on Form
S-1 (File No. 33-72954) filed with the Securities and Exchange Commission
("SEC") on December 15, 1993 and the Company's Definitive Proxy Statement on
Schedule 14A filed with the SEC on April 28, 1998.
(2) Incorporated by reference from the Company's Registration Statement on Form
S-1 (File No. 33-72954) filed with the SEC on December 15, 1993.
(3) Incorporated by reference from the Company's Registration Statement on Form
S-1 (File No. 33-67414) filed with the SEC on August 16, 1993, as amended by
Amendments Nos. 1 and 2 thereto filed on September 22, 1993 and
September 29, 1993.
(4) Incorporated by reference from the Company Registration Statement on
Form 8-A filed with the SEC on August 23, 1996.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
National R.V. Holdings, Inc.
By: /s/ Kenneth W. Ashley
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Name: Kenneth W. Ashley
Title: Chief Financial Officer
Dated: October 29, 1998
127989
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Werbel & Carnelutti
711 Fifth Avenue
New York, New York 10022
November 13, 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")
Registration Statement on Form 8-A - Common Stock
Dear Ladies and Gentlemen:
On behalf of the Company, we hereby transmit for filing pursuant
to Securities Exchange Act of 1934 (the "Exchange Act"), the Company's
Registration Statement on Form 8-A for the registration of the Company's
Common Stock under Section 12(b) of the Exchange Act, in connection with the
proposed listing of the Company's Common Stock on the New York Stock Exchange.
If you have any questions or need further information with respect to
the foregoing, please call the undersigned at (212) 832-8300.
Sincerely,
/s/ Peter DiIorio
Peter DiIorio
cc: Mr. Kenneth W. Ashley
New York Stock Exchange, Inc.
