<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
NATIONAL R.V. HOLDINGS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing is calculated and state how it was determined):
- -------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------
5) Total fee paid:
- -------------------------------------------------------------------
<PAGE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration number, or the Form or Schedule and the date of its
filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
-------------------------------------------------
3) Filing Party:
-------------------------------------------------
4) Date Filed:
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<PAGE>
<PAGE>
NATIONAL R.V. HOLDINGS, INC.
3411 N. Perris Boulevard
Perris, California 92571
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on May 29, 1998
The Board of Directors of National R.V. Holdings, Inc.,
a Delaware corporation (the "Company"), hereby gives notice that
the 1998 Annual Meeting of Stockholders of the Company will be held
on Friday, May 29, 1998, at 9:00 a.m., Pacific Standard Time, at
the Company's headquarters located at 3411 N. Perris Boulevard,
Perris, California 92571, for the following purposes:
1. To elect three persons to serve on the Company's Board of
Directors as Class II Directors until the 2001 Annual Meeting of
Stockholders or until their successors are duly elected and
qualified as provided in the Company's By-laws.
2. To consider and vote upon a proposal to amend the
Company's Certificate of Incorporation in order to increase the
authorized shares of Common Stock from 10,000,000 to 25,000,000.
3. To consider and vote upon a proposal to approve the
Company's 1997 Stock Option Plan.
4. To ratify the selection by the Board of Directors of
Price Waterhouse LLP, as the Company's independent public
accountants for the fiscal year ending December 31, 1998.
5. To transact such other and further business as may
properly come before the meeting or any adjournment(s) thereof.
Stockholders of record at the close of business on April
16, 1998 are entitled to notice of and to vote at the meeting. If
you attend the meeting you may vote in person if you wish, even
though you have previously returned your proxy. A copy of the
Company's Proxy Statement and its 1997 Annual Report to
Stockholders are enclosed herewith.
By Order of The Board of Directors
Stephen M. Davis, Secretary
April 29, 1998<PAGE>
<PAGE>
NATIONAL R.V. HOLDINGS, INC.
3411 N. PERRIS BOULEVARD
PERRIS, CALIFORNIA 92571
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON MAY 29, 1998
This Proxy Statement and the accompanying Notice of Annual
Meeting of Stockholders and 1997 Annual Report to Stockholders are
being furnished in connection with the solicitation by the Board of
Directors of National R.V. Holdings, Inc., a Delaware corporation
(the "Company"), of proxies for use at the 1998 Annual Meeting of
Stockholders (the "Annual Meeting") of the Company to be held on
Friday, May 29, 1998, at 9:00 a.m., Pacific Standard Time, at the
Company's headquarters located at 3411 N. Perris Boulevard, Perris,
California 92571, and at any adjournments thereof. This Proxy
Statement and the enclosed proxy are first being sent to
stockholders on or about April 29, 1998.
The close of business on April 16, 1998 has been selected as
the record date (the "Record Date") for determining the holders of
outstanding shares of the Company's common stock, par value $.01
per share (the "Common Stock"), entitled to receive notice of and
vote at the Annual Meeting. On the Record Date, there were
6,497,839 shares of Common Stock outstanding and approximately 79
holders of record. Holders of Common Stock are entitled to one
vote per share.
The presence in person or by properly executed proxy of the
record holders of a majority of the outstanding shares of Common
Stock will constitute a quorum at the Annual Meeting. Elections of
directors will be determined by a plurality of vote of all shares
present in person or by properly executed proxy and voting at the
Annual Meeting. The affirmative vote of the record holders of a
majority of the outstanding shares of Common Stock is required to
approve the amendment to the Company's Certificate of
Incorporation. The affirmative vote of the record holders of a
majority of the Common Stock present in person or by proxy at the
Annual Meeting and entitled to vote is required to approve the 1997
Stock Option Plan. The affirmative vote of the record holders of
a majority of the Common Stock present in person or by proxy at the
Annual Meeting and voting is required to ratify the selection of
the independent public accountants.
Unless proxies have been previously revoked, all shares
represented by properly executed proxies will be voted at the
Annual Meeting in accordance with the directions given on such
proxies. Any person giving a proxy has the power to revoke it, in
writing delivered to the Secretary of the Company at the address
given above, at any time prior to its exercise. If no direction is
given, a properly executed proxy will be voted FOR the election of<PAGE>
<PAGE>
the persons named under "Election of Directors," FOR the approval
of the amendment to the Company's Certificate of Incorporation, FOR
the approval of the 1997 Stock Option Plan and FOR the ratification
of the selection of Price Waterhouse LLP, as the Company's
independent public accountants. The Board of Directors does not
anticipate that any other matters will be brought before the Annual
Meeting. If, however, other matters are properly presented, the
persons named in the proxy will have discretion, to the extent
allowed by Delaware law, to vote in accordance with their own
judgment on such matters.
ELECTION OF DIRECTORS
ITEM 1 -- ELECTION OF DIRECTORS
The Company's Board of Directors consists of seven members and
is divided into three classes of directors serving three-year
terms. One class of directors is elected by stockholders at each
annual meeting to serve until the third annual meeting following
such annual meeting or until their successors are elected and
qualified. At the Annual Meeting, stockholders will elect three
Class II Directors to serve until the Annual Meeting of
Stockholders to be held in 2001 and until their successors are
elected and qualified.
Nominees for Class II Director
- ------------------------------
Robert B. Lee, Greg McCaffery and Stephen M. Davis, incumbent
Class II Directors, have been nominated by management for
reelection to the Board of Directors as Class II Directors at the
Annual Meeting and have consented to serve as such, if elected.
Certain information regarding these nominees is set forth below in
the section entitled "Management of the Company - Executive
Officers and Directors."
Vote Required
- -------------
The affirmative vote of the record holders of a plurality of
the Common Stock present in person or by proxy at the Annual
Meeting and voting is required to elect Directors. The enclosed
proxy provides a means for stockholders to vote for the election of
the nominees or to withhold authority to vote for such nominees.
Abstentions with respect to the election of the nominees for Class
II Directors will have the same effect as a withheld vote and
broker non-votes will have no effect on the election of Directors.
<PAGE>
<PAGE>
It is the intention of the persons in the enclosed proxy to
vote FOR the election of Robert B. Lee, Greg McCaffery and Stephen
M. Davis to serve as Class II Directors of the Company. Messrs.
Lee, McCaffery and Davis, who currently serve as Directors, have
consented to be named in this Proxy Statement and to continue to
serve if elected. Management does not contemplate or foresee that
the nominees will be unable or unwilling to serve or be otherwise
unavailable for election.
Board Recommendation
- --------------------
The Board of Directors recommends that stockholders vote FOR
the election of the nominees for Class II Directors set forth
above.
APPROVAL OF AMENDMENT TO
THE COMPANY'S CERTIFICATE OF INCORPORATION
ITEM 2 -- PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION
General
- -------
At the Annual Meeting, the Company's stockholders will be
asked to vote on a proposal to amend the Company's Certificate of
Incorporation in order the increase the number of authorized shares
of Common Stock from 10,000,000 shares to 25,000,000.
By resolution adopted on March 17, 1998, the Board of
Directors of the Company proposed the adoption by the Company's
stockholders of an amendment to the Company's Certificate of
Incorporation pursuant to which the number of authorized shares of
Common Stock would be increased from 10,000,000 shares to
25,000,000 shares, and the Board directed that the proposed
amendment be submitted to a vote of the Company's stockholders at
the Annual Meeting. If the proposed amendment is approved and upon
its filing with the Secretary of State of the State of Delaware,
the newly authorized shares of Common Stock will have voting and
other rights identical to the currently authorized shares of Common
Stock. The proposed Amendment to the Company's Certificate of
Incorporation is attached hereto as Exhibit I hereto.
Of the 10,000,000 currently authorized shares of Common Stock,
as of April 1, 1998, 6,497,589 shares were issued and outstanding
and an additional 1,665,428 shares were reserved for issuances in
connection with outstanding options and warrants. The Company's
Board of Directors has also reserved for issuance an additional
157,749 shares upon the exercise of options which may be granted in
the future under the Company's existing option plans. Although <PAGE>
<PAGE>
presently authorized shares are sufficient to meet all present
requirements of the Company, the Company's Board of Directors
believes that it is desirable that the Company have the flexibility
to issue a substantial number of shares of the Company Common Stock
without further stockholder action unless required by applicable
law or regulation. The availability of additional shares will
enhance the Company's flexibility in connection with possible
future actions, such as equity financings, acquisitions, stock
dividends, stock splits and employee benefit programs. The
Company's Board will determine whether, when and on what terms the
issuance of shares of Common Stock may be warranted in connection
with any of the foregoing purposes.
The Company Board of Directors does not intend to seek further
stockholder approval prior to the issuance of any additional shares
in future transaction unless required by law, the Certificate of
Incorporation or the rules of any stock exchange upon which the
stock may be listed or quoted, or unless the Company deems its
advisable to do so. Further, the Company's Board does not intend
to issue any of the Common Stock to be authorized under the
proposed amendment to the Certificate of Incorporation except upon
the terms the Board deems to be in the best interests of the
Company and its stockholders. The issuance of additional shares of
Common Stock without further stockholder approval may, among other
things, have a dilutive effect on earnings per share and on the
equity of the present holders of the Common Stock and their voting
rights. Holders of Common Stock have no preemptive rights. The
availability for issuance of additional shares of the Company
Common Stock also could have the effect of rendering more difficult
or discouraging an attempt to obtain control of the Company.
Vote Required
- -------------
The affirmative vote of the record holders of a majority of
the outstanding shares of the Common Stock is required to approve
the proposed amendment to the Company's Certificate of
Incorporation. Abstentions and broker non-votes with respect to
the approval of the proposed amendment to the Company's Certificate
of Incorporation will have the same effect as a vote against such
proposal.
Board Recommendation
- --------------------
The Board of Directors recommends that stockholders vote FOR
the approval of the proposed amendment to the Company's Certificate
of Incorporation set forth above.
<PAGE>
<PAGE>
APPROVAL OF THE COMPANY'S 1997 STOCK OPTION PLAN
ITEM 3 -- PROPOSAL TO APPROVE THE ADOPTION OF THE COMPANY'S 1997
STOCK OPTION PLAN
General
- -------
On June 3, 1997, the Company's Board of Directors adopted the
Company's 1997 Stock Option Plan (the "1997 Option Plan"). The
following summary of the provisions of the 1997 Option Plan is
qualified in its entirety by express reference to the text of the
1997 Option Plan attached as Exhibit II hereto. Terms not
otherwise defined in this summary shall have the meaning given to
them in the text of the 1997 Option Plan.
Shares Granted and Reserved
- ---------------------------
Under the 1997 Option Plan, a total of 600,000 shares of
Common Stock are reserved to be issued upon exercise of options
granted under the plan, subject to adjustment in the event of,
among other things, an increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, stock
dividend, combination or reclassification of the Common Stock of
the Company or the payment of a stock dividend with respect to the
Common Stock. As of December 31, 1997, options for the purchase of
a total of 600,000 shares had been granted and were outstanding
under the 1997 Option Plan. Such 600,000 options were granted
pursuant to resolutions unanimously adopted by all the members of
the Board of Directors on June 4, 1997. The Board of Directors
based its decision with respect to individual awards under the 1997
Option Plan on numerous factors, including an individual's level of
responsibility with Company, his or her performance and the
Company's performance during the period prior to the date of such
awards and his or her expected contribution to the future
performance of the Company.
Included within such total of 600,000 options are options
granted to the Company's Chairman, Mr. Gary N. Siegler, to purchase
187,500 shares; to the Company's President and Chief Executive
Officer, Mr. Wayne M. Mertes, to purchase 95,000 shares; to the
Chairman and Chief Executive Officer of the Company's Country
Coach, Inc. subsidiary ("CCI"), Mr. Robert B. Lee, to purchase
65,000 shares; to non-employee directors Messrs. Neil H. Koffler
and Stephen M. Davis, to purchase 12,500 and 12,500 shares,
respectively; to the Company's Chief Financial Officer and
Treasurer, Mr. Kenneth W. Ashley, to purchase 30,000 shares; and to
23 other employees and a former director as a group, to purchase
197,500 shares. All of such options provide for an option exercise
price equal to $15.125 per share, reflecting the "fair market
value" (as defined below) on June 4, 1998, the date of grant. The<PAGE>
<PAGE>
options granted to Messrs. Siegler, Mertes, Lee, Koffler and Davis
vested immediately upon grant and expire ten years from the date of
grant. Options granted to Mr. Ashley and other employees vest in
three equal annual installments and expire five years from the date
of grant. On April 1, 1998 the closing sales price of one share of
Common Stock on the Nasdaq National Market was $36.625.
Plan Description
- ----------------
Purpose. The purpose of the 1997 Option Plan is to strengthen
the Company by providing an incentive to its employees, consultants
and directors and encouraging them to devote their abilities to the
success of the Company. It is intended that this purpose be
achieved by extending to employees, consultants and directors of
the Company or any subsidiary an added long-term incentive for high
levels of performance and exceptional efforts through the grant of
options to purchase shares of the Common Stock of the Company.
Administration. The 1997 Option Plan provides that it shall
be administered by the Board of Directors or, at its option, a
committee of the Board of Directors. Subject to the terms of the
1997 Option Plan, the Board has full power to select, from among
the employees and directors eligible for option grants, the
individuals to whom options will be granted, and to determine the
specific terms and conditions of each option grant in a manner
consistent with the 1997 Option Plan; to waive compliance by
participants with terms and conditions of option grants; to modify
or amend option grants in a manner consistent with the 1997 Option
Plan; to interpret the 1997 Option Plan and decide any questions
and settle all controversies and disputes that may arise in
connection therewith; and to adopt, amend, and rescind rules and
regulations for the administration of the 1997 Option Plan.
Determinations of the Board on all matters relating to the 1997
Option Plan are conclusive.
Eligibility. Options may be granted to any employee,
consultant or director of the Company, provided that incentive
stock options (as defined below) may only be granted to employees
and to directors who are also employees.
Options: Grants and Exercise. The 1997 Option Plan permits
the granting of non-transferable stock options that qualify as
incentive stock options ("ISOs") under Section 422(b) of the
Internal Revenue Code of 1986, as amended (the "Code"), and non-
transferable stock options that do not so qualify ("non-statutory
options"). The option exercise price of each option is to be
determined by the Board, but it may not be less than 100% of the
fair market value of the shares on the date of grant (and, with
respect to ISOs, 110% in the case of a person who owns stock
possessing more than 10% of the voting power of the Company (a "10%<PAGE>
<PAGE>
stockholder")). For purposes of the 1997 Option Plan, "fair market
value" on any given date means the average of the high and low
sales price at which Common Stock is traded on such date as
reflected on the Nasdaq National Market.
The term of each option shall be determined by the Board;
provided, however, in the case of an ISO, the term may not exceed
ten years from the date of grant (five years, in the case of a 10%
stockholder); non-statutory options have a term limited to ten
years (five years, in the case of a 10% stockholder) from the date
of grant.
The Board determines at what time or times and under what
conditions (including performance criteria) each option may be
exercised. Options may be made exercisable in installments, and
the exercisability of options may be accelerated by the Board. The
Board also determines, at the time of grant of each option, the
terms and conditions under which the options granted to a
participant may be exercised in the event of such participant's
termination of service as an employee or director as a result of
death, disability or termination of employment.
To the extent not otherwise provided by the Board, options
granted to employees become exercisable in three installments, each
equal to one-third of the entire option granted and exercisable on
the first, second and third anniversaries of the grant date,
respectively. In the event of termination of a participant's
service to the Company, vested options may be exercised within one
year following the date of death or following a determination of
disability and within three months following termination for any
other reason; except that, if such termination is for cause, the
options will not be exercisable following such termination. In no
event may an option be exercised later than the date of expiration
of the term of the option as set forth in the agreement evidencing
such option.
In order to exercise an option, the participant must provide
written notice and full payment to the Secretary of the Company.
The option exercise price of options granted under the 1997 Option
Plan must be paid for in cash or other shares of Common Stock upon
such terms and conditions as determined by the Board. The Board
may require that upon exercise of an option, certificates
representing shares thereby acquired bear an appropriate
restrictive legend if the sale of the shares has not been
registered under the Securities Act of 1933, as amended.
No option may be transferred other than by will or by the laws
of descent and distribution, and during a participant's lifetime an
option may only be exercised by him or her.<PAGE>
<PAGE>
Mergers and Consolidations. In the event of a dissolution or
liquidation or merger or consolidation of the Company, the options
shall continue in effect in accordance with their respective terms,
and each participant shall be entitled to receive the same number
and kind of stock, securities, cash, property or other
consideration that each holder of Common Stock was entitled to
receive in the transaction in respect of the Common Stock.
Amendment. The Board may amend the 1997 Option Plan or any
outstanding option for any purpose which may at the time be
permitted by law, except that no amendment or termination of the
1997 Option Plan may adversely affect the rights of any participant
(without his or her consent) under an option previously granted.
Term of Plan. Unless sooner terminated by the Board, the 1997
Option Plan will terminate at the tenth anniversary of the date of
adoption by the Board.
Certain Federal Income Tax Consequences
- ---------------------------------------
The following summary generally describes the principal
federal (and not state and local) income tax consequences of
options granted under the 1997 Option Plan (and, except as
otherwise indicated, the Company's prior option plans described
under the heading "Management of the Company - Stock Option Plans"
in this Proxy Statement). It is general in nature and is not
intended to cover all tax consequences that may apply to a 1997
Option Plan participant or to the Company. The provisions of the
Code and the regulations thereunder relating to these matters
("Treasury Regulations") are complex, and their impact in any one
case may depend upon the particular circumstances. Each holder of
an option under the 1997 Option Plan should consult the holder's
own accountant, legal counsel or other financial advisor regarding
the tax consequences of participation in the 1997 Option Plan.
This discussion is based on the Code as currently in effect.
If an option (whether an ISO or non-statutory) is granted to
a participant in accordance with the terms of the 1997 Option Plan,
no income will be recognized by such participant at the time the
option is granted.
Generally, on exercise of a non-statutory option, the amount
by which the fair market value of the shares of the Common Stock on
the date of exercise exceeds the purchase price of such shares will
be taxable to the participant as ordinary income, and, in the case
of any employee, the Company will be required to withhold tax on
the amount of income recognized by the employee upon exercise of a
non-statutory option. Except as described in the next paragraph,
such amount of employee compensation will be deductible for tax
purposes by the Company in the year in which the participant
recognizes the ordinary income. The disposition of shares acquired<PAGE>
<PAGE>
upon exercise of a non-statutory option will result in capital gain
or loss (long-term or short-term depending on the applicable
holding period) in an amount equal to the difference between the
amount realized on such disposition and the sum of the purchase
price and the amount of ordinary income recognized in connection
with the exercise of the non-statutory option.
Section 162(m) of the Code limits the federal income tax
deductibility of compensation paid to the Company's Chief Executive
Officer and to each of the other four most highly compensated
executive officers. For this purpose, compensation can include,
among other things, cash compensation and the difference between
the exercise price of non-statutory options (and ISO's in the case
of a disqualifying disposition) and the value of the underlying
stock on the date of exercise. Under the Code, the Company may
deduct such compensation with respect to any of these individuals
only to the extent that during any fiscal year such compensation
does not exceed $1.0 million or meets certain other conditions.
Because the grants of options under the 1997 Option Plan, the 1996
Stock Option Plan described under the heading "Management of the
Company - Stock Option Plans" and certain outstanding options to
purchase an aggregate of 120,950 shares of Common Stock granted
outside of the Company's option plans have not met the applicable
conditions, compensation resulting from the exercise of such
options will be subject to the deduction limitations described
above.
Generally, on exercise of an ISO, an employee will not
recognize any income and the Company will not be entitled to a
deduction for tax purposes. However, the difference between the
purchase price and the fair market value of the shares of Common
Stock received ("ISO shares") on the date of exercise will be
treated as a positive adjustment in determining alternative minimum
taxable income, which may subject the employee to the alternative
minimum tax ("AMT"). Upon the disposition of the ISO shares, the
employee will recognize long-term or short-term capital gain or
loss (depending on the applicable holding period) in an amount
equal to the difference between the amount realized on such
disposition and the purchase price of such shares. Generally,
however, if the employee disposes the ISO shares within two years
after the date of option grant or within one year after the date of
option exercise (a "disqualifying disposition"), the employee will
recognize ordinary income, and the Company will be entitled to a
deduction for tax purposes for the taxable year in which the
disqualifying disposition occurs, in the amount of the excess of
the fair market value of the shares on the date of exercise over
the purchase price (or, if less, the amount of the gain on sale).
Any excess of the amount realized by the holder on the
disqualifying disposition over the fair market value of the shares
on the date of exercise of the ISO will ordinarily constitute
capital gain.<PAGE>
<PAGE>
If an option is exercised through the use of Common Stock
previously owned by the employee, such exercise generally will not
be considered a taxable disposition of the previously owned shares
and, thus, no gain or loss will be recognized with respect to such
shares upon such exercise. However, proposed Treasury Regulations
would provide that, if the previously owned shares are ISO shares
and the holding period requirement for those shares was not
satisfied at the time they were used to exercise an option, such
use would constitute a disqualifying disposition of such previously
owned ISO shares, resulting in the recognition of ordinary income
(but not any additional capital gain) in the amount described
above. If an otherwise qualifying ISO first becomes exercisable in
any one year for shares having a fair market value, determined as
of the date of the grant, in excess of $100,000, the portion of the
option in respect of such excess shares will be treated as a non-
statutory option.
Section 16(b) of the Securities Exchange Act of 1934 (the
"Exchange Act") generally requires officers, directors and 10%
stockholders of the Company to disgorge profits realized by buying
and selling the Company's Common Stock within a six month period.
Consequently, by application of Code Section 83 to those
participants who are subject to Section 16, generally the relevant
date for recognizing and measuring the amount of ordinary income in
connection with an exercise of a non-statutory option (or AMT in
the case of an ISO), as well as the relevant date for recognizing
and measuring the amount of an employee's ordinary income and the
Company's tax deduction in connection with a disqualifying
disposition of ISO shares as discussed above, will be the later of:
(i) six months following the date of grant, and (ii) the date of
exercise of the option.
Vote Required
- -------------
The affirmative vote of the record holders of a majority of
the Common Stock present in person or by proxy at the Annual
Meeting and entitled to vote is required to approve the 1997 Option
Plan. Approval of the 1997 Option Plan by stockholders is required
for ISO options granted under the 1997 Option Plan to meet the
requirements of Code Section 422 and for options granted under the
1997 Option Plan to persons potentially liable under Section 16 of
the Exchange Act to be exempt from liability to the extent provided
under Rule 16b-3 thereunder. Abstentions will have the same effect
as a vote against the approval of the 1997 Option Plan and broker
non-votes will have no effect on such vote.
Board Recommendation
- --------------------
The Board of Directors recommends that stockholders vote FOR
the approval of the 1997 Option Plan. <PAGE>
<PAGE>
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
ITEM 4 -- RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the firm of Price
Waterhouse LLP, as the Company's independent public accountants for
the fiscal year ending December 31, 1998. Although the selection
of auditors does not require ratification, the Board has directed
that the appointment of Price Waterhouse LLP be submitted to
stockholders for ratification because management believes this
matter is of such significance as to warrant stockholder
participation. The Company expects representatives of Price
Waterhouse LLP to be present at the Annual Meeting in person or by
telephone conference to respond to appropriate stockholder
questions, and they will be given the opportunity to address the
stockholders, if they so desire.
Vote Required
- -------------
The affirmative vote of the record holders of a majority of
the Common Stock present in person or by proxy at the Annual
Meeting and voting is required to ratify the selection of the
independent public accountants. Abstentions and broker non-votes
will have no effect on the vote for the ratification of the
selection of the independent public accountants.
Board Recommendation
- --------------------
The Board of Directors recommends that stockholders vote FOR
ratification of the selection of Price Waterhouse LLP, as the
Company's independent public accountants for the fiscal year ending
December 31, 1998.
<PAGE>
<PAGE>
MANAGEMENT OF THE COMPANY
The executive officers, directors and other key employees of
the Company are as follows:
<TABLE>
<CAPTION>
=================================================================
Name Age Position
- -------------------------------------------------------------------
<S> <C> <C>
Gary N. Siegler 36 Chairman of the Board
- -------------------------------------------------------------------
Wayne M. Mertes 61 President, Chief Executive
Officer and Director
- ------------------------------------------------------------------
Robert B. Lee 59 Director
- ------------------------------------------------------------------
Doy B. Henley 68 Director
- ------------------------------------------------------------------
Greg McCaffery 45 Director
- -------------------------------------------------------------------
Stephen M. Davis 43 Director and Secretary(1)
- -------------------------------------------------------------------
Neil H. Koffler 31 Director and Assistant
Secretary(1)
- -------------------------------------------------------------------
Kenneth W. Ashley 53 Chief Financial Officer and
Treasurer
- -------------------------------------------------------------------
Other Key Employees:
- -------------------------------------------------------------------
Jack L. Courtemanche 63 President of CCI
- ------------------------------------------------------------------
Lewis E. Howard 64 General Manager of NRV
- ------------------------------------------------------------------
Edward Read 47 Vice President of Manufacturing
of CCI
- ------------------------------------------------------------------
J. Raul Gimenez 43 Director of Engineering of NRV
- -------------------------------------------------------------------
Michael K. Woods 58 National Sales Director of NRV
=================================================================
<FN>
- -----------
</TABLE>
(1) Member of the Audit Committee.
<PAGE>
<PAGE>
Executive Officers and Directors
- --------------------------------
GARY N. SIEGLER. Mr. Siegler has served as Chairman of the
Board of Directors of the Company since April 1989 and as Vice
President and Secretary from April 1989 to August 1993. Mr.
Siegler is a Class I director whose term expires in 1999. Mr.
Siegler is a co-founder and, since January 1989, has been President
of Siegler, Collery & Co., a New York-based investment firm
("Siegler Collery"). Mr. Siegler is a member of the general
partner of The SC Fundamental Value Fund, L.P., a fund investing in
marketable securities, an executive officer of SC Fundamental Value
BVI, Inc., the managing partner of the investment advisor to an
off-shore fund investing in marketable securities, and an executive
officer of 712 Advisory Services, Inc., a financial advisory firm
which also provides services to the Company. Mr. Siegler also
serves as the Chairman of the Board of Directors of Medical
Resources, Inc., a provider of diagnostic imaging services.
WAYNE M. MERTES. Mr. Mertes has been a director of the
Company since October 1991 and President and Chief Executive
Officer of the Company since August 1993. Mr. Mertes is a Class I
director whose term expires in 1999. Mr. Mertes co-founded the
predecessor of National R.V., Inc., the Company's wholly-owned
operating subsidiary ("NRV") in 1964 under the name Dolphin Trailer
Company and has continuously served as an executive officer of such
predecessor and, subsequently, NRV since such time.
ROBERT B. LEE. Mr. Lee has been a director of the Company
since November 1996. Mr. Lee is a Class II director whose term
expires at the Annual Meeting. See "Election of Directors --
Nominees for Class II Director." Mr. Lee founded the Company's
Country Coach, Inc. subsidiary ("CCI") in 1973 and has continuously
served as Chairman and Chief Executive Officer of CCI since such
time.
DOY B. HENLEY. Mr. Henley has been a director of the Company
since February 1998. Mr. Henley is a Class III director whose term
expires in 2000. Mr. Henley is a founder and, since 1966, has been
the Chairman and Chief Executive Officer of Aeromil Engineering
Company, a computer-automated manufacturing firm engaged in the
production of complex machined titanium track systems and
structural components for the aerospace industry.
GREG McCAFFERY. Mr. McCaffery has been a director of the
Company since February 1998. Mr. McCaffery is a Class II director
whose term expires at the Annual Meeting. See "Election of
Directors -- Nominees for Class II Director." Mr. McCaffery is a
founder and, since 1984, has operated McCaffery Homebuilders, a
builder of custom homes located in Orange Country, California.
<PAGE>
STEPHEN M. DAVIS. Mr. Davis has been a director and Secretary
of the Company since August 1993 and Assistant Secretary and
Assistant Treasurer from May 1989 to August 1993. Mr. Davis is a
Class II director whose term expires at the Annual Meeting. See
"Election of Directors -- Nominees for Class II Director." For
more than the last five years, Mr. Davis has been a partner of the
law firm Werbel & Carnelutti, A Professional Corporation. Mr.
Davis is also a director of Medical Resources, Inc.
NEIL H. KOFFLER. Mr. Koffler has been a director of the
Company since August 1993 and Assistant Secretary since September
1993. He is a Class III director whose term expires in 2000. Mr.
Koffler has been employed by Siegler Collery since June 1989. In
addition, Mr. Koffler is a member of the general partner of The SC
Fundamental Value Fund, L.P., a fund investing in marketable
securities, an executive officer of SC Fundamental Value BVI, Inc.,
the general partner of the investment advisor to an off-shore fund
investing in marketable securities, and an executive officer of 712
Advisory Services, Inc., a financial advisory firm which also
provides services to the Company. Mr. Koffler is a director of
Medical Resources, Inc.
KENNETH W. ASHLEY. Mr. Ashley has been Chief Financial
Officer and Treasurer of the Company since August 1993. Mr.
Ashley has served as NRV's Chief Financial Officer since 1989 and
served as its Controller from 1987 to 1989. Mr. Ashley is a
certified public accountant.
Other Key Employees
- -------------------
JACK L. COURTEMANCHE. Mr. Courtemanche is the President of
CCI and has served in such capacity since 1990. From 1982 to 1989,
Mr. Courtemanche served as Assistant to the President of the United
States in the Reagan Administration. Prior to 1982, Mr.
Courtemanche was owner and President of Crown Coach Corporation, a
California manufacturer of school and transit buses and fire
trucks.
LEWIS E. HOWARD. Mr. Howard is General Manager of the Company
and has served as General Manager of NRV since 1976.
EDWARD READ. Mr. Read is the Vice President of Manufacturing
of CCI and has served in such capacity since 1989.
J. RAUL GIMENEZ. Mr. Gimenez has been Director of Engineering
for NRV since October 1996 and was employed by Fleetwood
Enterprises for four years prior thereto.
<PAGE>
<PAGE>
MICHAEL K. WOODS. Mr. Woods is National Sales Director of the
Company and has served as National Sales Director of NRV since
1990. From 1987 to 1990, Mr. Woods served as a sales executive of
NRV.
Board of Directors and Committees
- ---------------------------------
Pursuant to the Company's Bylaws, the Company's Board of
Directors is divided into three classes of Directors serving three-
year terms. One class of directors is elected by stockholders at
each annual meeting to serve until the third annual meeting
following such annual meeting or until their successors are elected
and qualified. In the case of a vacancy, a director will be
appointed by a majority of the remaining directors then in office
to serve the remainder of the term left vacant. Other than Messrs.
Henley and McCaffery, directors do not receive any fees for
attending Board meetings. Each of Messrs. Henley and McCaffery
receive a director's fee of $1,000 per month. Directors are
entitled to receive reimbursement for travelling costs and other
out-of-pocket expenses incurred in attending Board meetings.
During the year ended December 31, 1997, the Board of Directors
held five meetings (all of which were by written consent). All
incumbent directors attended at least 75 percent of those meetings
and of its committees of which they were members that were held
while they were serving on the Board or such committee.
The Board of Directors has established an Audit Committee,
currently consisting of Messrs. Davis and Koffler. The Audit
Committee reviews the performance of the independent accountants as
auditors for the Company, discusses and reviews the scope of the
prospective annual audit and reviews the results with the auditors.
The Audit Committee held one meeting during the year ended December
31, 1997. During 1998, the Company intends to establish a
Compensation Committee consisting of independent directors in order
to review and make recommendations to the Board regarding salaries,
compensation and benefits of executive officers and key employees
of the Company, including the granting of stock options. The
Company does not have a standing nominating committee.
Pursuant to the Company's Bylaws, officers of the Company hold
office until the first meeting of directors following the next
annual meeting of stockholders and until their successors are
chosen and qualified. It is anticipated that immediately following
the Annual Meeting, the Board of Directors elected at the Annual
Meeting will hold the 1998 Annual Meeting of the Board of
Directors. At such meeting, it is anticipated that the current
officers of the Company will be re-elected to serve in the
capacities set forth above until the next Annual Meeting of the
Board of Directors or until their respective successors are duly
elected and qualified.
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
- -------------------------------------------------------
Based solely upon a review of the copies of the forms
furnished to the Company, or written representations from certain
reporting persons, the Company believes that during the year ended
December 31, 1997, except as set forth below, all filing
requirements applicable to its officers and directors were complied
with by such individuals. Mr. Gary N. Siegler, the Chairman of the
Company, inadvertently failed to timely report on Form 4 three
bequests of shares of Common Stock to charitable foundations.
Compensation of Chairman and Executive Officers
- -----------------------------------------------
The following table sets forth all compensation awarded to,
earned by or paid to the Company's Chairman and each of the
Company's executive officers (the "Named Individuals") for the
Company's fiscal periods as specified below:
<TABLE>
<CAPTION>
=================================================================
Long
Term
Annual Compen-
Compensation sation
- -------------------------------------------------------------------
Other All Ot-
Name and Annual her
Principal Compen- Options/ Compen-
Position Year(1) Salary Bonus sation(2)SARs sation
- -------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gary N. Twelve $130,000 $ 60,000 ---- 187,500 $220,000(3)
Siegler Months
Chairman Ended
12/31/97
Twelve $130,000 $ 50,000 ---- 92,500 $535,000(3)
Months
Ended
12/31/96
Seven ---- ---- ---- 56,250 $75,000(3)
Months
Ended
12/31/95
<PAGE>
<PAGE>
Twelve ---- ---- ---- 45,000 $150,000(3)
Months
Ended
5/31/95
- -------------------------------------------------------------------
Wayne M. Twelve $240,000 $200,000 ---- 95,000 ----
Mertes Months
President Ended
and Chief 12/31/97
Executive
Officer Twelve $223,073 $200,000 ---- 50,000 ----
Months
Ended
12/31/96
Seven $128,333 $87,500 ---- 30,000 ----
Months
Ended
12/31/95
Twelve $220,000 $150,000 ---- 22,500 ----
Months
Ended
5/31/95
- -------------------------------------------------------------------
Kenneth Twelve $101,658 $68,272 ---- 30,000 ----
W. Ashley Months
Chief Ended
Financial 12/31/97
Officer
Twelve $89,362 $61,816 ---- 25,000 ----
Months
Ended
12/31/96
Seven $43,888 $41,805 ---- 21,000 ----
Months
Ended
12/31/95
Twelve $73,249 $53,924 ---- 5,625 ----
Months
Ended
5/31/95
- -------------------------------------------------------------------<PAGE>
<PAGE>
- ------------------------------------------------------------------
Robert B. Twelve $200,000 $75,000 ---- 50,000 ----
Lee Months
Chairman Ended
and Chief 12/31/97
Executive
Officer Twelve $33,333 $31,500 ---- 65,000 ----
of CCI Months
Ended
12/31/96(4)
=================================================================
<FN>
- -----------
</TABLE>
(1) On December 26, 1995, the Company changed its fiscal year end
from May 31 to December 31.
(2) The aggregate amount of all perquisites and other personal
benefits paid to each Named Individual is not greater than
either $50,000 or 10% of the total of the annual salary and
bonus reported for either such executive.
(3) These amounts represent fees paid pursuant to a financial
advisory agreement between the Company and 712 Advisory
Services, Inc., an affiliate of Mr. Siegler. See "Management
of the Company - Certain Relationships and Related Party
Transactions."
(4) Mr. Lee's fiscal 1996 compensation includes only the
compensation paid to him by CCI following CCI's acquisition by
the Company on November 6, 1996.
Compensation Committee Interlock and Insider Participation
- ----------------------------------------------------------
Compensation decisions during the fiscal year ended December
31, 1997 were made by the Company's Board of Directors, which
included Wayne M. Mertes, President and Chief Executive Officer of
the Company, and Robert B. Lee, Chairman and Chief Executive
Officer of CCI. Neither Mr. Mertes nor Mr. Lee participated in
Board deliberations or voting concerning their compensation, which
has been established by their respective employment agreements.
Employment Agreements
- ---------------------
The Company is a party to an employment agreement with Mr.
Mertes (the "Employment Agreement") which expires on October 31,
1998. Pursuant to the Employment Agreement, Mr. Mertes acts as
President and Chief Executive Officer of the Company, for which he
currently receives an annual salary of $220,000 and is prohibited <PAGE>
<PAGE>
from competing with the Company for a period of 18 months following
the term of the agreement. Mr. Mertes is entitled to receive a
bonus equal to 20% of the Company's annual "Defined Income"
(defined as the Company's net income, after eliminating all
extraordinary or non-recurring items of income and expense, before
deduction of taxes and interest) in excess of $5,392,000, with a
maximum annual bonus limit of $200,000.
In November 1996, CCI entered into three year employment
agreements with Robert L. Lee, CCI Chairman and Chief Executive
Officer, and Jack L. Courtemanche, CCI President, for which they
receive an annual salary of $200,000 and $175,000, respectively,
and bonus potential, based on CCI operating profits, of $75,000 and
$50,000, respectively, subject to annual adjustments to the bonus
potential as may be determined by the Company's Board of Directors.
Each such individual is prohibited from competing with CCI for a
period of 18 months following the term of his respective agreement.
Stock Option Plans
- ------------------
1993 Stock Option Plan
----------------------
In August 1993, the Company adopted and approved the 1993
Stock Option Plan (the "August 1993 Plan"). The August 1993 Plan
is designed to serve as an incentive for retaining qualified and
competent directors, employees and consultants. The August 1993
Plan provides for the award of options to purchase up to 300,000
shares of Common Stock, of which 211,649 were subject to
outstanding options as of December 31, 1997. The August 1993 Plan
is administered by the Stock Option Committee of the Board of
Directors. The Stock Option Committee has, subject to the
provisions of the August 1993 Plan, full authority to select
Company individuals eligible to participate in the August 1993
Plan, including officers, directors (whether or not employees) and
consultants. The August 1993 Plan provides for the awarding of
incentive stock options (as defined in Section 422 of the Internal
Revenue Code of 1986) and non-incentive stock options. Options
granted pursuant to the August 1993 Plan will have such vesting
schedules and expiration dates as the Stock Option Committee shall
establish in connection with each participant in the August 1993
Plan, which terms shall be reflected in an option agreement
executed in connection with the granting of the option. During the
year ended December 31, 1997, no options were granted under the
August 1993 Plan.
<PAGE>
<PAGE>
1993 Option Plan
----------------
In November 1993, the Company adopted and approved the 1993
Option Plan (the "November 1993 Plan"). The November 1993 Plan is
designed to serve as an incentive for retaining qualified and
competent directors, employees and consultants. The November 1993
Plan provides for the award of options to purchase up to 232,500
shares of the Company's Common Stock, of which 147,300 were subject
to outstanding options as of December 31, 1997. The November 1993
Plan is administered by the Company's Board of Directors, which
has, subject to the provisions of the November 1993 Plan, full
authority to select Company individuals eligible to participate in
the November 1993 Plan, including officers, directors (whether or
not employees) and consultants. The November 1993 Plan provides
for the awarding of incentive stock options (as defined in Section
422 of the Internal Revenue Code of 1986) and non-qualified stock
options. Options granted pursuant to the November 1993 Plan will
have such vesting schedules and expiration dates as the Board of
Directors shall establish in connection with each participant in
the November 1993 Plan, which terms shall be reflected in an option
agreement executed in connection with the granting of the option.
During the year ended December 31, 1997, no options were granted
under the November 1993 Plan.
1995 Stock Option Plan
----------------------
In September 1995, the Company adopted and approved the 1995
Stock Option Plan (the "1995 Option Plan"). The 1995 Option Plan
is designed to serve as an incentive for retaining qualified and
competent directors, employees and consultants. The 1995 Option
Plan provides for the award of options to purchase up to 150,000
shares of Common Stock, of which 136,000 shares were subject to
outstanding options as of December 31, 1997. The 1995 Option Plan
is administered by the Stock Option Committee of the Board of
Directors. The Stock Option Committee has, subject to the
provisions of the 1995 Option Plan, full authority to select
Company individuals eligible to participate in such plan, including
officers, directors (whether or not employees) and consultants.
The 1995 Option Plan provides for the awarding of incentive stock
options (as defined in Section 422 of the Internal Revenue Code of
1986) and non-incentive stock options. Options granted pursuant to
the 1995 Option Plan will have such vesting schedules and
expiration dates as the Stock Option Committee shall establish in
connection with each participant in the 1995 Option Plan, which
terms shall be reflected in an option agreement executed in
connection with the granting of the option. During the year ended
December 31, 1997, no options were granted under the 1995 Option
Plan.
<PAGE>
<PAGE>
1996 Stock Option Plan
----------------------
In October 1996, the Company's Board of Directors adopted and
approved the 1996 Stock Option Plan (the "1996 Option Plan"). The
1996 Option Plan is designed to serve as an incentive for retaining
qualified and competent directors, employees and consultants. The
1996 Option Plan provides for the award of options to purchase up
to 450,000 shares of Common Stock, of which 422,000 shares were
subject to outstanding options as of December 31, 1997. The 1996
Option Plan is administered by the Stock Option Committee of the
Board of Directors. The Stock Option Committee has, subject to the
provisions of the 1996 Option Plan, full authority to select
Company individuals eligible to participate in such plan, including
officers, directors (whether or not employees) and consultants.
The 1996 Option Plan provides for the awarding of incentive stock
options (as defined in Section 422 of the Internal Revenue Code of
1986) and non-incentive stock options. Options granted pursuant to
the 1996 Option Plan will have such vesting schedules and
expiration dates as the Stock Option Committee shall establish in
connection with each participant in the 1996 Option Plan, which
terms shall be reflected in an option agreement executed in
connection with the granting of the option. During the year ended
December 31, 1997, no options were granted under the 1996 Option
Plan.
1997 Stock Option Plan
----------------------
In June 1997, the Company's Board of Directors adopted and
approved the 1997 Stock Option Plan. The 1997 Option Plan is
designed to serve as an incentive for retaining qualified and
competent directors, employees and consultants. See "Approval of
the Company's 1997 Stock Option Plan."
<PAGE>
<PAGE>
Options Granted During Fiscal Year Ended December 31, 1997
- ----------------------------------------------------------
The following table sets forth certain information concerning
options granted during the fiscal year ended December 31, 1997 to
the Named Individuals.
<TABLE>
<CAPTION>
=================================================================
Potential realizable
value at
assumed annual
rates of stock price
appreciation for
Individual Grants option term(1)
----------------- --------------------
Percent
of to-
tal op-
tions
granted
ted to Exer-
em- cise
ployees or
in base Expir-
Options fiscal price ation
Name Granted year(2) ($/Sh) Date 5% ($) 10% ($)
- ------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gary N. 187,500 33.3% $15.125 6/3/07 $1,783,506 $4,519,754
Siegler
- ------------------------------------------------------------------
Wayne M. 95,000 16.9% $15.125 6/3/07 $ 903,642 $2,290,009
Mertes
- -------------------------------------------------------------------
Robert 65,000 11.6% $15.125 6/3/07 $ 618,282 $1,566,848
B. Lee
- -------------------------------------------------------------------
Kenneth 30,000 5.3% $15.125 6/3/02 $ 125,363 $ 277,019
W. Ashley
=================================================================
<FN>
- ------------
</TABLE>
<PAGE>
<PAGE>
(1) The 5% and 10% assumed annual rates of appreciation are
mandated by rules of the Securities and Exchange Commission
and do not reflect estimates or projections of future Common
Stock prices. There can be no assurance that the amounts
reflected in this table will be achieved.
(2) This percentage is based on the total number of options
granted to the Company's employees and its Chairman during the
year ended December 31, 1997.
Option Values
- -------------
The following table sets forth, as of December 31, 1997, the
number of options and the value of exercised and unexercised
options held by the Named Individuals.
<TABLE>
<CAPTION>
=================================================================
Value of
Number of Unexercised
Unexercised in-the-money
Options at Options at
Dec. 31, 1997 Dec. 31, 1997(1)
------------- ----------------
Shares
Shares
Acquired Value
in Exer- Realized Exer- Unexer- Exer- Unexer-
Name cise (#) ($) cisable cisable cisable cisable
- -------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gary N. ---- ---- 313,750 187,500 $7,395,632 $3,328,125
Siegler
Wayne M. ---- ---- 222,500 95,000 $5,722,038 $1,686,250
Mertes
Robert ---- ---- 50,000 65,000 $ 862,250 $1,153,750
B. Lee
Kenneth 5,000 $51,250 38,708 53,667 $ 982,479 $1,038,415
W. Ashley
=================================================================
<FN>
- -------------
</TABLE>
(1) On December 31, 1997 the last reported sales price for the
Common Stock on the Nasdaq National Market was $32.875.
<PAGE>
<PAGE>
Board of Directors Report on Executive Compensation
- ---------------------------------------------------
During the year ended December 31, 1997, the Board of
Directors ratified all decisions regarding the compensation of the
Company's executive officers and employees based upon the
recommendations of the Company's executive officers.
Compensation of the Company's executive officers and key
employees has historically consisted of three components: base
salary, monthly incentive awards and annual bonuses. Base
compensation levels have been developed in order to attract and
retain executives and key employees based on their level of
responsibility within the Company. Generally, the Company has
positioned salaries, together with some anticipated level of
monthly incentive awards, at median compensation levels for
comparable positions and responsibilities in the market.
Individual salaries may be higher or lower based on the
qualifications and experience of the individual as well as Company
performance. Base salaries have been subject to periodic review
and adjustment and annual salary adjustments have been made based
on the factors described above. Monthly incentive awards and
annual bonuses closely link executive pay with performance in areas
key to the Company's short term operating success. The Company has
granted monthly incentive awards and annual bonuses to executives
and employees based upon subjective and objective performance
criteria relating to both the Company and the individual, including
the level of Company revenues and earnings, a person's
responsibility level and other performance targets.
During the year ended December 31, 1997, the compensation of
the Company's President and Chief Executive Officer, Mr. Mertes,
and the Chairman and Chief Executive Officer of CCI, Mr. Lee, was
established pursuant to written employment agreements which expire
October 31, 1998 in the case of Mr. Mertes and November 6, 1999 in
the case of Mr. Lee. Mr. Mertes currently receives an annual
salary of $220,000 and is entitled to receive a bonus equal to 20%
of the Company's annual "Defined Income" (defined as the Company's
net income, after eliminating all extraordinary or non-recurring
items of income and expense, before deduction of taxes and
interest) in excess of $5,392,000, with a maximum annual bonus
limit of $200,000. Mr. Lee currently receives an annual salary of
$200,000 and is entitled to receive a bonus of $75,000, subject to
annual adjustments to the bonus potential as may be determined by
the Company's Board of Directors. See "Management of the Company -
- - Employment Agreements."
The Code limits the federal income tax deductibility of
compensation paid to the Company's Chief Executive Officer and to
each of the other four most highly compensated executive officers.
For this purpose, compensation can include, in addition to cash
compensation, the difference between the exercise price of stock <PAGE>
<PAGE>
options and the value of the underlying stock on the date of
exercise. Under the Code, the Company may deduct such compensation
with respect to any of these individuals only to the extent that
during any fiscal year such compensation does not exceed $1.0
million or meets certain other conditions. The applicability of
such limitations is also discussed under "Approval of the Company's
1997 Stock Option Plan -- Certain Federal Income Tax Consequences"
above.
The Board of Directors has instituted the 1993 Stock Option
Plan, 1995 Stock Option Plan and 1996 Stock Option Plan, which are
administered by the Stock Option Committee of the Board, and the
1993 Option Plan and 1997 Stock Option Plan, which are administered
by the Board. See "Management of the Company -- Stock Option
Plans." The Company has adopted these stock option plans in order
to create incentives for retaining qualified and competent
employees and maximizing long-term stockholder values. During the
year ending December 31, 1998, the Board of Directors intends to
establish a Compensation Committee consisting of independent
directors that will examine and evaluate the performance of the
Company's officers and employees, through discussions with senior
management and otherwise, and make recommendations to the Board of
Directors with respect to base salary, monthly incentive awards,
annual bonuses and any other elements of compensation in light of
an overriding Company philosophy linking pay and performance.
BOARD OF DIRECTORS
Gary N. Siegler
Wayne M. Mertes
Robert B. Lee
Stephen M. Davis
Doy B. Henley
Greg McCaffery
Neil H. Koffler
Performance Graph
- -----------------
Set forth below is a graph comparing cumulative total
stockholder returns (assuming reinvestment of dividends) of the
Company; the CRSP Total Return Index for The Nasdaq Stock Market
(US), comprising all domestic shares traded in the Nasdaq National
Market and the Nasdaq SmallCap Market; and a self-determined peer
group of seven companies. The graph assumes $100 invested on
September 30, 1993 (the date of the Company's initial public
offering) in the Company and in each of the indices. The
performance shown in the graph is not necessarily indicative of
future performance.
[Performance graph]<PAGE>
<PAGE>
Certain Relationships and Related Party Transactions
- ----------------------------------------------------
The Company has a financial advisory agreement dated January
23, 1998 (the "Advisory Agreement") with 712 Advisory Services,
Inc., an affiliate (the "Affiliate") of the Chairman of the
Company, Mr. Gary N. Siegler. Mr. Neil H. Koffler, a director of
the Company, is also an employee of the Affiliate. Pursuant to the
Advisory Agreement, the Affiliate has agreed to provide advice and
consultation concerning financial and related matters, including,
among other things, with respect to private financings, public
offerings, acquisitions, commercial banking relations and other
business ventures. The Advisory Agreement has an initial term
ending December 31, 1998 and is automatically renewable for
additional periods of one year unless either party elects to
terminate prior to the conclusion of any year. The Advisory
Agreement provides that the Affiliate shall be paid fees at the
rate of $230,625 per annum. In the event of certain "changes of
control" events relating to the Company, the Affiliate is entitled
to immediate payment of the remaining unpaid annual fee through the
end of the calendar year in which the change of control occurs.
Fees paid under a prior advisory agreement between the Company and
the Affiliate totaled $220,000 and $150,000 for the fiscal years
ended December 31, 1997 and 1996, respectively, $75,000 for the
seven months ended December 31, 1995 and $150,000 for the fiscal
year ended December 31, 1995. In addition, a Chairman's salary and
bonus of $190,000 in the aggregate were payable to Mr. Siegler for
the year ended December 31, 1997 and $180,000 in the aggregate was
paid for the year ended December 31, 1996. During 1996, an
additional $385,000 was paid to the Affiliate for financial
advisory services rendered in connection with the Company's
acquisition of CCI.
In September 1997, the company acquired, for $2.75 million, a
limited partnership interest in Dune Jet Services, L.P. (the
"Partnership"), a Delaware limited partnership formed for the
purposes of acquiring and operating an airplane for the partners'
business uses and for third-party charter flights (the "Aircraft").
The general partner of the Partnership is Dune Jet Services, Inc.
("DJ Services") a Delaware corporation, the sole stockholder of
which is the Company's Chairman, Mr. Siegler. DJ Services
contributed $1.55 million for its general partnership interest and
an additional $3.25 million for a separate limited partnership
interest. The Aircraft has been partially financed by a $4.25
million loan from a third party financing source, the repayment of
which loan is personally guaranteed by Mr. Siegler. Pursuant to
the Partnership's limited partnership agreement and operating
agreement terms, the Company, as a limited partner, has the right
to use the Aircraft for business purposes for its pro rata share of
800 hours per year, at a rate modestly above the variable cost of
operating the Aircraft. Hours not used by the partners will be
available for charter flights at market rates. Profits and losses <PAGE>
<PAGE>
of the partnership are generally allocated in accordance with the
partners' respective capital contributions, except that
depreciation is allocated to the general partner, and distributions
to the partners will be made in the same ratios as the allocations
of profits and losses. Pursuant to the partnership agreement, DJ
Services is entitled to reimbursement for expenses and
indemnification from the Partnership for acting in its capacity as
general partner. Other than the purchase of its partnership
interest, the Company has made no other payments with respect to
the Partnership.
Mr. Robert B. Lee, a director of the Company and the Chairman
and Chief Executive Officer of CCI, is a partner in two joint
ventures which are parties to lease agreements with the Company's
CCI subsidiary. Pursuant to these agreements, CCI leases from the
joint ventures two parcels of property constituting CCI's entire
manufacturing facilities. During the year ended December 31, 1997,
the Company paid $1,486,000 under such lease agreements. The lease
agreements call for future payments of $1,543,000 annually,
adjusted 3% annually for inflation, through 2001.
Werbel & Carnelutti, a law firm in which Mr. Stephen M. Davis,
the Secretary and a director of the Company, is a partner,
performed legal services for the Company for which they were paid
fees and expenses of $122,740 during the year ended December 31,
1997.
<PAGE>
<PAGE>
VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
The following table set forth as of March 1, 1998 the number
and percentage of shares of Common Stock held by (i) each of the
executive officers and directors of the Company, (ii) all persons
who are known by the Company to be the beneficial owners of, or who
otherwise exercise voting or dispositive control over, five percent
or more of the Company's outstanding Common Stock and (iii) all of
the Company's present executive officers and directors as a group:
<TABLE>
<CAPTION>
=================================================================
Name and Address Common Stock Percentage of
of Beneficial Owner Owned(1) Outstanding
- -------------------------------------------------------------------
<S> <C> <C>
Gary N. Siegler (2)(3) 1,624,998 23.9%
c/o Siegler, Collery & Co.
10 East 50th Street
New York, NY 10022
- -------------------------------------------------------------------
Wayne M. Mertes (4) 506,407 7.5%
c/o National R.V., Inc.
3411 N. Perris Blvd.
Perris, CA 92571
- ------------------------------------------------------------------
Robert B. Lee (5) 407,441 6.2%
c/o National R.V., Inc.
3411 N. Perris Blvd.
Perris, CA 92571
- ------------------------------------------------------------------
Stephen M. Davis (6) 26,296 X
c/o Werbel & Carnelutti
711 Fifth Avenue
New York, NY 10022
- ------------------------------------------------------------------
Neil H. Koffler (7) 659,822 10.1%
c/o Siegler, Collery & Co.
10 East 50th Street
New York, NY 10022
- -------------------------------------------------------------------
Doy B. Henley 0 0%
2050 S. Lyon
Santa Ana, CA 92705
- ----------------------------------------------------------------
Greg McCaffery 775 X
P.O. Box 579
North Laguna Beach, CA 92652
- ------------------------------------------------------------------<PAGE>
<PAGE>
- ------------------------------------------------------------------
Kenneth W. Ashley (8) 36,992 X
c/o National R.V., Inc.
3411 N. Perris Blvd.
Perris, CA 92571
- ---------------------------------------------------------------
Peter M. Collery (2)(9) 1,076,963 16.4%
c/o Siegler, Collery & Co.
10 East 50th Street
New York, NY 10022
- -----------------------------------------------------------------
The SC Fundamental Value 403,043 6.2%
Fund, L.P. (2)
c/o Siegler, Collery & Co.
10 East 50th Street
New York, NY 10022
- -----------------------------------------------------------------
All executive officers and 2,662,937 37.1%
directors as a group (8 in
number) (2)(3)(4)(5)(6)(7)(8)
=================================================================
<FN>
- --------------
</TABLE>
X Less than one percent.
(1) Except as otherwise indicated, the persons named in the table
have sole voting and investment power with respect to the
shares of Common Stock shown as beneficially owned by them.
The amounts in the table do not include shares of Common Stock
which underlie options granted under the 1997 Option Plan.
See "Approval of the Company's 1997 Stock Option Plan."
(2) Messrs. Siegler and Collery, due to their joint ownership of
Siegler Collery and other affiliates which control each of The
SC Fundamental Value Fund, L.P. (listed in the table) and
certain other entities which beneficially own an aggregate of
565,920 shares of Common Stock, are each deemed to
beneficially own all of the shares of Common Stock owned of
record by all such entities.
(3) Includes 313,750 shares underlying outstanding options held by
Mr. Siegler and 46,705 shares of Common Stock owned by The
Gary N. Siegler Foundation, which shares Mr. Siegler is deemed
to beneficially own.
(4) Includes 222,500 shares underlying outstanding options and
excludes 2,500 shares of Common Stock owned by Mr. Mertes'
wife, Mrs. Mamie M. Mertes. <PAGE>
<PAGE>
(5) Includes 50,000 shares underlying outstanding options and
excludes 101,647 shares of Common Stock owned by Mr. Lee's
wife, Mrs. Terry N. Lee.
(6) Includes 20,750 shares underlying outstanding options.
(7) Includes 56,250 shares underlying outstanding options held by
Mr. Koffler and an aggregate of 599,794 shares of Common Stock
owned by The SC Fundamental Value Fund, L.P. (listed in the
table) and S.C. Fundamental Value BVI, Ltd., which shares Mr.
Koffler is deemed to beneficially own.
(8) Includes 15,000 shares underlying outstanding options.
(9) Includes 82,500 shares underlying outstanding options.
OTHER MATTERS
The Board of Directors is not currently aware of any other
matters to be transacted at the Annual Meeting. However, if any
other matter should properly come before the Annual Meeting or any
adjournment thereof, the persons named in the accompanying proxy
intend to vote on such matters as they, in their discretion, may
determine, subject, in any event, to the requirements of Delaware
Law.
The Company will bear all costs of soliciting proxies in the
accompanying form. Solicitation will be made by mail, and officers
of the Company may also solicit proxies by telephone or personal
interview. In addition, the Company expects to request persons who
hold shares in their names for others to forward copies of this
proxy soliciting material to them and to request authority to
execute proxies in the accompanying form, and the Company will
reimburse such persons for their out-of-pocket and reasonable
clerical expenses in doing this.
FINANCIAL STATEMENTS
The Company's audited financial statements for the year ended
December 31, 1997 and certain other related financial and business
information of the Company are contained in the 1997 Annual Report
to Stockholders mailed with this Proxy Statement.
<PAGE>
<PAGE>
STOCKHOLDERS' PROPOSALS
Any proposal which an eligible stockholder wishes to include
in the proxy or information statement for the 1998 Annual Meeting
of Stockholders must be received by the Company at its principal
executive offices at 3411 N. Perris Boulevard, Perris, California
92571, not later than January 29, 1999.
By Order of the Board of Directors
Stephen M. Davis, Secretary
Dated: April 29, 1998
<PAGE>
<PAGE>
<Ex. I>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NATIONAL R.V. HOLDINGS, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the
"Corporation") is National R.V. Holdings, Inc.
2. The Certificate of Incorporation of the Corporation
is hereby amended by striking out the initial paragraph of Article
FOURTH thereof and by substituting in lieu of said paragraph the
following new initial paragraph to Article FOURTH:
"FOURTH: The aggregate number of shares of which the
Corporation shall have the authority to issue is
Twenty-Five Million and Five Thousand Shares
(25,005,000) which are divided into Twenty-Five
Million (25,000,000) shares of Common Stock, $.01
par value (the "Common Stock"), and Five Thousand
(5,000) shares of Preferred Stock, $.01 par value
(the "Preferred Stock")."
3. The Amendment of the Certificate of Incorporation of
the Corporation herein certified has been duly adopted, pursuant to
the provision of Section 242 of the General Corporation Law of the
State of Delaware.
Signed and attested to on May , 1998.
---------------------------
Wayne M. Mertes, President
Attest:
- ----------------------
<PAGE>
<PAGE>
<Ex. II>
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>
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 dealing with any claim, cause of action or dispute of <PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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 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.<PAGE>
<PAGE>
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 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 <PAGE>
<PAGE>
Optionee only by the Optionee or his or her guardian or legal
representative. The terms of each Option shall be final, binding
and conclusive upon the beneficiaries, executors, administrators,
heirs and successors of the Optionee.
8.2. Method of Exercise. The exercise of an
Option shall be made only by a written notice delivered in person
or by mail to the Secretary of the Company at the Company's
principal executive office, specifying the number of Shares to be
purchased and accompanied by payment therefor and otherwise in
accordance with the Agreement pursuant to which the Option was
granted. The purchase price for any Shares purchased pursuant to
the exercise of an Option shall be paid in full upon such exercise,
as determined by the 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.
<PAGE>
<PAGE>
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:
(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.
<PAGE>
<PAGE>
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
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.
<PAGE>
<PAGE>
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.
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.
<PAGE>
<PAGE>
14. Regulations and Other Approvals; Governing Law.
14.1. This Plan and the rights of all persons
claiming hereunder shall be construed and determined in accordance
with the laws of the State of 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 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 <PAGE>
<PAGE>
and will not be sold or transferred other than pursuant to an
effective registration thereof under said act or pursuant to a
exemption applicable under the Securities Act of 1933, as amended,
or the rules and regulations promulgated thereunder. The
certificates evidencing any of such Shares shall be appropriately
amended to reflect their status as restricted securities as
aforesaid.
15. Miscellaneous.
15.1. Multiple Agreements. The terms of each
Option may differ from other Options granted under the Plan at the
same time, or at some other time. The 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.
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 <PAGE>
<PAGE>
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.
15.3. Designation of Beneficiary. Each Optionee
may designate a person or persons to receive in the event of his or
her death, any Option or any amount payable pursuant thereto, to
which he or she would then be entitled. Such designation will be
made upon forms supplied by and delivered to the Company and may be
revoked in writing. If an Optionee fails effectively to designate
a beneficiary, then his or her estate will be deemed to be the
beneficiary.
16. Effective Date. The effective date of the Plan
shall be the date of its adoption by the Board, subject only to the
approval by the affirmative votes of the holders of a majority of
the securities of the Company present, or represented, and entitled
to vote at a meeting of stockholders duly held in accordance with
the applicable laws of the State of Delaware within twelve (12)
months of such adoption.<PAGE>
<PAGE>
NATIONAL R.V. HOLDINGS, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 29, 1998
The undersigned hereby appoints Wayne M. Mertes and Kenneth W.
Ashley proxies of the undersigned, with full power of substitution,
to vote all shares of Common Stock, par value $.01 per share, of
National R.V. Holdings, Inc., a Delaware Corporation (the
"Company"), the undersigned is entitled to vote at the Annual
Meeting of Stockholders of the Company to be held on Friday, May
29, 1998 at 9:00 a.m., Pacific Standard Time, at the Company's
headquarters located at 3411 N. Perris Boulevard, Perris,
California 92571, or any adjournments or postponements thereof,
with all the powers the undersigned would have if personally
present on the following matters:
1. Election of the following WITHHOLD
nominees to serve as AUTHORITY
Class II Directors until FOR to vote
the 2001 Annual Meeting of all for all
Stockholders. nominees nominees
[ ] [ ]
NOMINEES: Robert B. Lee, Greg McCaffery and Stephen M. Davis
INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write that nominee's name
in the space provided below.
-------------------------------------------------------------
2. Proposal to amend the FOR AGAINST ABSTAIN
the Company's Certificate [ ] [ ] [ ]
of Incorporation in order
to increase the authorized shares
of Common Stock to 25,000,000.
3. Proposal to approve the FOR AGAINST ABSTAIN
Company's 1997 Option Plan. [ ] [ ] [ ]
4. Proposal to ratify and
approve the selection by the
Board of Directors of Price
Waterhouse LLP, as the FOR AGAINST ABSTAIN
Company's independent public [ ] [ ] [ ]
accountants for the fiscal
year to end December 31, 1998.<PAGE>
<PAGE>
5. In their discretion, the above-named
proxies are authorized to vote in
accordance with their own judgment
upon such other matters as may properly
come before the Annual Meeting or any
adjournments or postponements thereof.
This proxy when properly executed, will be voted in the manner
directed herein by the undersigned stockholder(s). If no direction
is indicated, this proxy will be voted "FOR" the election of all
nominees for Directors in Item 1 and "FOR" Items 2, 3 and 4 and the
proxies will use their discretion with respect to any matters
referred to in Item 5.
The undersigned stockholder(s) acknowledges receipt of an
accompanying Notice of Annual Meeting of Stockholders and
accompanying Proxy Statement dated April 29, 1998.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Dated: , 1998
Signature(s):
------------------------------------------------
(Note: Please complete, date and sign exactly as your name appears
hereon. When signing as attorney, administrator, executor,
guardian, trustee or corporate official, please add your title. If
shares are held jointly, each holder should sign.)
RETURN THIS PROXY IN THE ENCLOSED ENVELOPE
<PAGE>
<PAGE>
<CORRESP>
WERBEL & CARNELUTTI
A Professional Corporation
711 Fifth Avenue
New York, New York 10022
April 17, 1998
VIA EDGAR
- ----------
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: National R.V. Holdings, Inc.
Preliminary Proxy Statement
---------------------------
Dear Ladies and Gentlemen:
On behalf of National R.V. Holdings, Inc., a Delaware
corporation (the "Company"), I enclose for filing with the
Securities and Exchange Commission (the "Commission") pursuant to
Rule 14a-6(a) under the Securities Exchange Act of 1934 (the
"Exchange Act") a preliminary copy of (1) the Company's Proxy
Statement relating to its 1998 Annual Meeting, (2) a Notice of
Annual Meeting and (3) the Proxy Card. No fee is required in
connection with this filing.
Pursuant to Rule 14a-6(d) under the Exchange Act, I
hereby advise you that the Company anticipates releasing definitive
copies of the proxy materials to its stockholders on or about April
29, 1998.
If we can respond to any comments or questions, please do
not hesitate to contact the undersigned or Stephen M. Davis of this
firm, collect, at (212) 832-8300.
Sincerely,
/s/ Peter DiIorio
Peter DiIorio
Enclosures
116661
