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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
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
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
Preferred Stock Purchase RightsNew 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
On August 20, 1996, the Board of Directors of National R.V.
Holdings, Inc. (the "Company") declared a dividend distribution of one right (a
"Right") for each outstanding share of common stock, $.01 par value (the
"Common Stock"), of the Company to the holders of record of Common Stock at the
close of business on, September 4, 1996 (the "Record Date"). Each Right
entitles the registered holder to purchase from the Company one ten-thousandth
of a share of Series B Junior Participating Preferred Stock, $.01 par value (the
"Preferred Shares"), at an exercise price of $30.00 per one ten-thousandth of a
Preferred Share (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement dated as of August
20, 1996 (the "Rights Agreement"), between the Company and Continental Stock
Transfer & Trust Company, as Rights Agent (the "Rights Agent").
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate certificates
evidencing Rights (the "Right Certificates") will be distributed. Until the
earlier to occur of (i) 10 days following a public announcement that a person or
group of affiliated or associated persons (other than the Company, any
subsidiary of the Company, or their employee benefit plans, or a person who
acquires his shares in a Sanctioned Tender Offer, as defined below) (an
"Acquiring Person"), acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock and (ii)
10 business days (or such later date as may be determined by action of the Board
of Directors) following the commencement of (or the announcement of an intention
to make) a tender offer or exchange offer (other than a Sanctioned Tender
Offer) the consummation of which would result in the beneficial ownership by a
person or group of 15% or more of the outstanding shares of Common Stock, the
Rights will be evidenced, with respect to any of the Common Stock
certificates outstanding as of the Record Date, by such Common Stock
certificate. The earlier of the dates described in clauses (i) and (ii) above is
referred to as the "Distribution Date." A "Sanctioned Tender Offer" is a tender
or exchange offer for all outstanding shares of Common Stock at a price and on
terms which a majority of the Board of Directors which are not Acquiring Persons
or affiliates or associates thereof determines to be fair and in the best
interests of the Company and its shareholders, other than the person making
such offer and his affiliates and associates.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Stock. As long as the
Rights are attached to the Common Stock, the Company will issue one Right with
each share of Common Stock that becomes outstanding so that all outstanding
shares will have attached Rights.
Until the Distribution Date (or earlier redemption or expiration of
the Rights), (i) Common Stock certificates issued after the Record Date upon
transfer or new issuance of Common Stock will contain a notation incorporating
the Rights Agreement by reference and (ii) the surrender for transfer of any
certificates evidencing Common Stock will also constitute the transfer of the
Rights associated with the Common Stock represented by such certificate.
As soon as practicable following the Distribution Date, Right Certificates will
be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and such separate Right Certificates alone
will evidence the Rights.
The Rights are not exercisable until the Distribution Date and until
all necessary regulatory approvals have been obtained. The Rights will expire
at the earliest of (i) August 19, 2006, (ii) upon consummation of certain
approved merger or exchange transactions as described below, and (iii) upon
redemption by the Company as described below.
In the event that any person becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right (except as provided
below) will thereafter have the right, provided that all necessary regulatory
approvals have been obtained, to receive upon exercisethat number of shares of
Common Stock of the Company having a market value of two times the exercise
price of the Right.
In the event that, at any time following the Distribution Date, the
Company is acquired in a merger or other business combination transaction, or
more than 50% of its assets or earning power is sold, proper provision shall be
made so that each holder of a Right (except as provided below) will
thereafter have the right to receive, upon the exercise at the then current
exercise price of the Right, that number of shares of common stock of the
acquiring or surviving company having a market value of two times the exercise
price of the Right. The Rights will expire in connection with a merger or other
business combination transaction following a Sanctioned Tender Offer if
shareholders are offered the same price and form of consideration in the
merger or other business combination transaction as that paid in the Sanctioned
Tender Offer.
Following the occurrence of any of the events described in the
preceding two paragraphs, any Rights that are or (under certain circumstances
specified in the Rights Agreement) were beneficially owned by any Acquiring
Person shall immediately become null and void.
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution.
No fractional Preferred Shares other than fractions in multiples of
one ten-thousandth of a share will be issued and, in lieu thereof, an adjustment
in cash will be made based on the market price of the Preferred Shares on the
last trading date prior to the date of exercise.
At any time prior to the tenth day following the first public
announcement of the existence of an Acquiring Person, the Company may redeem the
Rights in whole, but not in part, at a price of $.001 per Right (the "Redemption
Price"). Subject to certain conditions, the Company's right of redemption may
be reinstated after the expiration of the ten-day redemption period if each
Acquiring Person reduces its beneficial ownership to 10% or less of the
outstanding shares of Common Stock in a transaction or series of transactions
not involving the Company or any subsidiary of the Company. Immediately upon
the action of the Board of Directors ordering the redemption of the Rights
(or at such time and date thereafter as the Board of Directors may
specify), the right to exercise the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price.
At any time after a person becomes an Acquiring Person and prior to
the acquisition by such Acquiring Person of 50% or more of the outstanding
shares of Common Stock, the Company may, provided that all necessary regulatory
approvals have been obtained, exchange the Rights (other than Rights
beneficially owned by such Acquiring Person which became null and void), in
whole or in part, for Common Stock at the rate of one share per
Right, subject to adjustment.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company including, without limitation, the
right to vote or to receive dividends.
The provisions of the Rights Agreement may be amended in any manner
prior to the Distribution Date. After the Distribution Date, the provisions of
the Rights Agreement may be amended in order to cure any ambiguity, defect or
inconsistency, to make changes which do not adversely affect the interests of
holders of Rights (excluding the interest of any Acquiring Person), or to
shorten or lengthen any time period under the Rights Agreement; provided,
however, that no amendment to adjust the time period governing redemption
shall be made at such time as the Rights are not redeemable.
A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an exhibit to a Registration Statement on Form 8-A
copy of the Rights Agreement is available free of charge from the Company. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference.
Item 2. Exhibits
1. 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. (1)
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(1) 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
129494
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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 - Preferred
Stock Purchase Rights
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
Preferred Stock Purchase Rights under Section 12(b) of the Exchange Act, in
connection with the proposed listing of the Company's Common Stock
and Rights 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.
