SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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NATIONAL R.V. HOLDINGS, INC.
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(Name of Registrant as Specified In Its Charter)
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<PAGE>
NATIONAL R.V. HOLDINGS, INC.
3411 N. Perris Boulevard
Perris, California 92571
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on June 12, 2000
The Board of Directors of National R.V. Holdings, Inc., a Delaware corporation
(the "Company"), hereby gives notice that the 2000 Annual Meeting of
Stockholders of the Company will be held on Monday, June 12, 2000, at 9:00 a.m.,
Eastern Standard Time, at The Peninsula New York, Sarah Room, 700 Fifth Avenue
(at 55th Street), New York, New York 10019, for the following purposes:
1. To elect two persons to serve on the Company's Board of Directors as Class
III Directors until the 2003 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 1999 Stock
Option Plan in order to increase the number of shares of common stock eligible
for issuance under the plan from 400,000 to 800,000.
3. To ratify the selection by the Board of Directors of
PricewaterhouseCoopers LLP, as the Company's independent public accountants for
the fiscal year ending December 31, 2000.
4. 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 28, 2000 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 is enclosed herewith.
By Order of The Board of Directors
Stephen M. Davis, Secretary
May 8, 2000
<PAGE>
NATIONAL R.V. HOLDINGS, INC.
3411 N. PERRIS BOULEVARD
PERRIS, CALIFORNIA 92571
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON JUNE 12, 2000
This Proxy Statement and the accompanying Notice of Annual Meeting of
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 2000 Annual Meeting of Stockholders (the
"Annual Meeting") of the Company to be held on Monday, June 12, 2000, at 9:00
a.m., Eastern Standard Time, at The Peninsula New York, Sarah Room, 700 Fifth
Avenue (at 55th Street), New York, New York 10019, and at any adjournments
thereof. This Proxy Statement and the enclosed proxy are first being sent to
stockholders on or about May 8, 2000.
The close of business on April 28, 2000 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 9,657,086 shares of Common Stock outstanding and approximately 83 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 Common Stock present in person or by proxy at the Annual Meeting and
entitled to vote is required to approve the amendment to the 1999 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 the persons named
under "Election of Directors," FOR the approval of the amendment to the 1999
Stock Option Plan and FOR the ratification of the selection of
PricewaterhouseCoopers 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.
<PAGE>
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 two Class III
Directors to serve until the Annual Meeting of Stockholders to be held in 2003
and until their successors are elected and qualified.
Nominees for Class III Director
Doy B. Henley and Neil H. Koffler, incumbent Class III Directors, have been
nominated by management for reelection to the Board of Directors as Class III
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 III
Directors will have the same effect as a withheld vote and broker non-votes will
have no effect on the election of Directors.
It is the intention of the persons in the enclosed proxy to vote FOR the
election of Doy B. Henley and Neil H. Koffler to serve as Class III Directors of
the Company. Messrs. Henley and Koffler, 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 III Directors set forth above.
<PAGE>
APPROVAL OF THE AMENDMENT TO THE 1999 STOCK OPTION PLAN
ITEM 2 -- PROPOSAL TO APPROVE THE AMENDMENT TO THE COMPANY'S
1999 STOCK OPTION PLAN
General
On April 12, 1999, the Company's Board of Directors adopted the Company's 1999
Stock Option Plan (the "1999 Option Plan"). The 1999 Option Plan was approved by
the Company's stockholders at the 1999 Annual Meeting. On April 10, 2000, the
Company's Board of Directors proposed, subject to stockholder approval, an
amendment to the 1999 Option Plan. The purpose of the amendment to the 1999
Option Plan being submitted for approval at the Annual Meeting is to increase
the number of shares of Common Stock which are eligible for issuance under the
1999 Option Plan from 400,000 to 800,000. The proposed amendment responds to
several developments affecting the Company, including the growth in the use of
stock-based compensation by companies with which the Company competes for talent
and the increased number of Company employees who are eligible for receiving
stock options from the Company. In approving the proposed amendment, the Board
reviewed competitive market data, verified by independent compensation
consultants, regarding compensation practices and trends in the recreational
vehicle industry. If the stockholders do not approve the proposed amendment, the
Company believes that it will have insufficient shares under its various
existing stock option plans in order to compensate existing and future
employees. This could pose a significant recruiting and retention problem for
the Company.
The following is a summary of the provisions of the 1999 Option Plan, as
proposed to be amended, and is qualified in its entirety by express reference to
the text of the 1999 Option Plan.
Shares Reserved
Subject to the approval of the proposed amendment increasing the authorized
shares described above, under the 1999 Option Plan, a total of 800,000 shares of
Common Stock will be 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 the date of this Proxy Statement, options to purchase
400,000 shares of Common Stock had been granted under the 1999 Option Plan.
Unless the proposed amendment is approved by the stockholders at the Annual
Meeting, the Company will not have any additional options available for grant
under the 1999 Option Plan.
Plan Description
Purpose. The purpose of the 1999 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.
<PAGE>
Administration. The 1999 Option Plan provides that it shall be administered by
the Compensation Committee of the Board of Directors. The Compensation Committee
must consist of no fewer than two (2) persons who are (i) "nonemployee
directors" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934 (the "Exchange Act"), or any successor rule or regulation and (ii) "outside
directors" within the meaning of Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"); provided however, that clause (ii) shall apply
only with respect to grants of Options intended by the Compensation Committee to
qualify as "performance-based compensation" under Section 162(m) of the Code.
Subject to the terms of the 1999 Option Plan, the Compensation Committee 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 1999 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 1999 Option Plan; to interpret the 1999 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 1999 Option Plan. Determinations of the Compensation
Committee on all matters relating to the 1999 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 1999 Option Plan permits the granting of
non-transferable stock options that qualify as incentive stock options ("ISOs")
under Section 422(b) of 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 Compensation Committee, 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% stockholder")). For purposes
of the 1999 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 New York Stock Exchange. On April 26, 2000, the closing sales
price of one share of Common Stock on the New York Stock Exchange was $14.875.
The aggregate number of shares of Common Stock with respect to which options may
be granted to any eligible person is 100,000 per calendar year.
The term of each option shall be determined by the Compensation Committee;
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 from the date of grant.
The Compensation Committee 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 Compensation Committee. The Compensation
Committee 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.
<PAGE>
To the extent not otherwise provided by the Compensation Committee, 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 Chief Financial Officer of the Company. The option exercise
price of options granted under the 1999 Option Plan must be paid for in cash or
other shares of Common Stock upon such terms and conditions as determined by the
Compensation Committee. The Compensation Committee 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.
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 1999 Option Plan for any purpose which may at
the time be advisable and permitted by law, except that no amendment or
termination of the 1999 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 1999 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 1999 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 1999 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
1999 Option Plan should consult the holder's own accountant, legal counsel or
other financial advisor regarding the tax consequences of participation in the
1999 Option Plan. This discussion is based on the Code as currently in effect.
<PAGE>
If an option (whether an ISO or non-statutory) is granted to a participant in
accordance with the terms of the 1999 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 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 will include, not only cash compensation, but also 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
(i.e. being "performance-based"). 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 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. The 1999 Option Plan has been structured
in order to allow for the potential grant of non-statutory options (or
disqualified ISO's) that may qualify as deductible "performance-based"
compensation (as defined in the Code).
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 of 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>
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, 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 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, 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 upon the
expiration of any period during which the optionee is subject to the liability
provisions of Section 16(b) of the Exchange Act with respect to a particular
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 amendment to the 1999 Option Plan. Approval of the
amendment to the 1999 Option Plan by stockholders is required for ISO options
granted under the 1999 Option Plan to meet the requirements of Code Sections 422
and 162(m) and to meet the stockholder approval requirements of the New York
Stock Exchange. Abstentions will have the same effect as a vote against the
approval of the amendment to the 1999 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
proposed amendment to the 1999 Option Plan.
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
ITEM 3 -- RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the firm of PricewaterhouseCoopers LLP, as
the Company's independent public accountants for the fiscal year ending December
31, 2000. Although the selection of auditors does not require ratification, the
Board has directed that the appointment of PricewaterhouseCoopers 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 PricewaterhouseCoopers 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 PricewaterhouseCoopers LLP, as the Company's independent public
accountants for the fiscal year ending December 31, 2000.
<PAGE>
MANAGEMENT OF THE COMPANY
The executive officers, directors and other key employees of the Company are as
follows:
<TABLE>
<S> <C> <C>
Name Age Position
Gary N. Siegler 38 Chairman of the Board
Wayne M. Mertes 63 President, Chief Executive
Officer and Director
Robert B. Lee 61 Director
Doy B. Henley 70 Director(1)(2)
Greg McCaffery 47 Director(1)(2)
Stephen M. Davis 45 Director and Secretary(2)
Neil H. Koffler 33 Director(1)
Bradley C. Albrechtsen 37 Chief Financial Officer,
Treasurer and Assistant
Secretary
Other Key Employees
<S> <C> <C>
J. Raul Gimenez 45 President of NRV
Jack L. Courtemanche 65 President of CCI
Edward Read 49 Senior Vice President of
Manufacturing of CCI
</TABLE>
[FN]
- ---------------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
</FN>
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 2002.
Mr. Siegler is the sole stockholder and President of Siegler & Co. Inc., an
investment firm. From 1989 to 1999, Mr. Siegler was a voting member and
executive officer of SC Fundamental LLC, a New York-based investment management
firm, and its predecessors. Mr. Siegler also serves as a director 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 2002. 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
continuously served as an executive officer of such predecessor and,
subsequently, NRV since such time through July 1999.
<PAGE>
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 in 2001. 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 at the Annual
Meeting. See "Election of Directors - Nominees for Class III Director." Mr.
Henley is chief executive officer of Bruce Properties, a private real estate
management company. Mr. Henley was a founder and, from 1966 to 1997, had 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 in 2001. Mr.
McCaffery is a founder and president of, and since 1984 has operated, McCaffery
Homebuilders, a builder of custom homes located in Orange Country, California.
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 in 2001. For
more than the last five years, Mr. Davis has been a shareholder of the law firm
Heller Ehrman White & McAuliffe LLP (formerly Werbel & Carnelutti, A
Professional Corporation).
NEIL H. KOFFLER. Mr. Koffler has been a director of the Company since August
1993. He is a Class III director whose term expires at the Annual Meeting. See
"Election of Directors - Nominees for Class III Director." Since June 1989, Mr.
Koffler has been a member or executive officer of SC Fundamental LLC, a New
York-based investment management firm, and its predecessors.
BRADLEY C. ALBRECHTSEN. Mr. Albrechtsen has been Chief Financial Officer and
Treasurer of the Company since April 1999 and Assistant Secretary since January
1999. Mr. Albrechtsen served as the Company's Controller from 1993 through April
1999 and as Assistant Controller prior to 1993. Mr. Albrechtsen is a certified
public accountant with six years of public accounting experience, including
three years at Arthur Young & Co. (the predecessor of Ernst & Young).
Other Key Employees
J. RAUL GIMENEZ. Mr. Gimenez has been President of NRV since July 1999 and Vice
President of Operations for NRV from June 1998 to July 1999. Mr. Gimenez served
as Director of Engineering for NRV from October 1996 to June 1998 and was
employed by Fleetwood Enterprises for four years prior thereto.
<PAGE>
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.
EDWARD READ. Mr. Read is the Senior Vice President of Manufacturing of
CCI and has served in such capacity since 1999. From 1989 to 1999, Mr. Read was
the Vice President of Manufacturing of CCI.
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. Outside directors (directors excluding Messrs. Siegler,
Mertes and Lee) receive an annual director retainer of $15,000 and an in-person
per meeting fee of $500. Messrs. Siegler, Mertes and Lee do not receive any
additional compensation for acting as directors. Directors are also entitled to
receive reimbursement for travelling costs and other out-of-pocket expenses
incurred in attending Board meetings. During the year ended December 31, 1999,
the Board of Directors held 13 meetings (and took action by written consent on
one other occasion). All incumbent directors attended at least 90% 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. Koffler, Henley and McCaffery. 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, 1999. The Company also has a Compensation Committee,
consisting of Messrs. Davis, Henley and McCaffery, which reviews and makes
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 Compensation Committee held three meetings during the year
ended December 31, 1999 (and took action by written consent on one other
occasion). 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 2000 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, 1999, all filing requirements applicable
to its officers and directors were complied with by such individuals.
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>
Annual Compensation Long Term
Compensation
<S> <C> <C> <C> <C> <C> <C>
Name and Year Ended Other Annual All Other
Principal December 31, Salary Bonus Compensation(1) Options/SARs Compensation
Position
Gary N. Siegler
Chairman(2) 1999 $156,000 $161,000 --- 35,000 ---
1998 $130,000 $ 75,000 --- --- $231,000(3)
1997 $130,000 $ 60,000 --- 281,250 $220,000(3)
Wayne M. Mertes 1999 $260,000 $230,000 --- 50,000 ---
President and 1998 $248,060 $230,000 --- --- ---
Chief Executive 1997 $240,000 $200,000 --- 142,500 ---
Officer
Bradley C. Albrechtsen
Chief Financial Officer 1999(4)$104,000 $31,000 --- 15,000 ---
Robert B. Lee
Chairman and Chief
Executive Officer of CCI
1999 $200,000 $60,000 --- --- ---
1998 $200,000 $75,000 --- --- ---
1997 $200,000 $75,000 --- 75,000 ---
</TABLE>
[FN]
- ----------------------
(1) 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.
(2) Portions of Mr. Siegler's salary and bonus earned for the fiscal years shown
in the table were paid to Mr. Siegler in the following fiscal year.
(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. This agreement expired on December 31, 1998.
(4) Mr. Albrechtsen was appointed Chief Financial Officer in April 1999.
</FN>
<PAGE>
Compensation Committee Interlock and Insider Participation
Compensation decisions during the fiscal year ended December 31, 1999 were made
by the Company's Compensation Committee and by the 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 entered into
in January 2000 which expires on December 31, 2001. Pursuant to his employment
agreement, Mr. Mertes acts as President and Chief Executive Officer of the
Company, for which he currently receives an annual salary of $283,400. Mr.
Mertes is entitled to receive an annual bonus to be determined at the discretion
of the Compensation Committee which has engaged William M. Mercer, Incorporated
to advise in that regard. Mr. Mertes' annual bonus cannot be less than the bonus
provided under his previous employment agreement, which provided for 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 $230,000. In connection with Mr. Mertes'
prior employment agreement, the Company and Mr. Mertes entered into a split
dollar life insurance arrangement in October 1998 in which an insurance policy
in the face amount of $2,950,000 was taken out by the Company on the life of Mr.
Mertes. The Company has agreed to pay the annual premium thereof of not greater
than $150,000 per year for five years. The Company and Mr. Mertes have agreed
that the Company shall own the cash value of the policy and that the Company
will be entitled to withdraw from the policy $92,601 per annum until the
aggregate premiums paid by the Company to the insurance carrier are repaid to
the Company. To ensure the repayment of the aggregate premiums paid by Company,
the Company is entitled to receive from the policy's death benefits the greater
of the aggregate premiums not yet repaid and the then cash value of the policy.
By action of the Board of Directors based upon the recommendation of the
Compensation Committee, as advised by William M. Mercer, Incorporated, Mr.
Siegler's cash compensation for acting as Chairman of the Company for 1999 was
fixed at 70% of the cash compensation paid to Mr. Mertes.
In January 2000, CCI entered into a new employment agreement expiring December
31, 2001 with Robert B. Lee, CCI's Chairman and Chief Executive Officer.
Pursuant to the agreement, Mr. Lee will receive an annual salary of $210,000. In
addition, Mr. Lee is entitled to receive an annual bonus to be determined at the
discretion of the Compensation Committee which has engaged William M. Mercer,
Incorporated to advise in that regard. Mr. Lee's annual bonus cannot be less
than the bonus provided under his previous employment agreement, which provided
for a bonus based on CCI's operating profits, of up to $75,000.
In August 1999, the Company entered into a new employment agreement expiring
December 31, 2001 with Bradley C. Albrechtsen, the Company's Chief Financial
Officer. Pursuant to the agreement, Mr. Albrechtsen's base salary for 1999 was
$103,000 and his base salary for 2000 and 2001 will be $130,000. In addition,
for each of the 1999, 2000 and 2001 calendar years, the Company shall also pay
to Mr. Albrechtsen an annual bonus based upon the attainment of certain
financial targets for the Company up to a maximum of 30%, 45% and 45%,
respectively, of his aggregate salary received from the Company for such year.
<PAGE>
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 450,000
shares of Common Stock, of which 200,800 were subject to outstanding options as
of December 31, 1999. The August 1993 Plan is administered by the Compensation
Committee of the Board of Directors. The Compensation 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 Code) and non-incentive stock options. Options granted pursuant to the
August 1993 Plan will have such vesting schedules and expiration dates as the
Compensation 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, 1999, 42,050 options were granted under the August 1993 Plan.
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 348,750 shares of the Company's Common Stock, of which 101,250
were subject to outstanding options as of December 31, 1999. 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 Code) 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, 1999, 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 225,000 shares of Common Stock, of which 100,383 shares were subject to
outstanding options as of December 31, 1999. The 1995 Option Plan is
administered by the Compensation Committee of the Board of Directors. The
Compensation 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 Code) and non-incentive stock options. Options
granted pursuant to the 1995 Option Plan will have such vesting schedules and
expiration dates as the Compensation 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, 1999, no options were granted under the 1995
Option Plan.
<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 675,000 shares of Common Stock, of which 433,501 shares were
subject to outstanding options as of December 31, 1999. The 1996 Option Plan is
administered by the Compensation Committee of the Board of Directors. The
Compensation 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 Code) and non-incentive stock options. Options
granted pursuant to the 1996 Option Plan will have such vesting schedules and
expiration dates as the Compensation 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, 1999, 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"). The 1997 Option Plan is designed to
serve as an incentive for retaining qualified and competent directors, employees
and consultants. The 1997 Option Plan provides for the award of options to
purchase up to 900,000 shares of Common Stock, of which 644,450 shares were
subject to outstanding options as of December 31, 1999. The 1997 Option Plan is
administered by the Board of Directors or, at its option, a committee of the
Board of Directors. The Board (or a designated committee) has, subject to the
provisions of the 1997 Option Plan, full authority to select Company individuals
eligible to participate in such plan, including officers, directors (whether or
not employees) and consultants. The 1997 Option Plan provides for the awarding
of incentive stock options (as defined in Section 422 of the Code) and
non-incentive stock options. Options granted pursuant to the 1997 Option Plan
will have such vesting schedules and expiration dates as the Board (or a
designated committee) shall establish in connection with each participant in the
1997 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, 1999, no options were granted under the 1997 Option Plan.
<PAGE>
1999 Stock Option Plan
In April 1999, the Company's Board of Directors adopted and approved the 1999
Stock Option Plan (the "1999 Option Plan"). The 1999 Option Plan is designed to
serve as an incentive for retaining qualified and competent directors, employees
and consultants. The 1999 Option Plan provides for the award of options to
purchase up to 400,000 shares of Common Stock, of which 400,000 shares were
subject to outstanding options as of December 31, 1999. The 1999 Option Plan is
administered by the Compensation Committee. The Compensation Committee has,
subject to the provisions of the 1999 Option Plan, full authority to select
Company individuals eligible to participate in such plan, including officers,
directors (whether or not employees) and consultants. The 1999 Option Plan
provides for the awarding of incentive stock options (as defined in Section 422
of the Code) and non-incentive stock options. Options granted pursuant to the
1999 Option Plan will have such vesting schedules and expiration dates as the
Compensation Committee shall establish in connection with each participant in
the 1999 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, 1999, 400,000 options were granted under the 1999 Option Plan. At
the Annual Meeting, the Company is seeking the approval of an amendment to the
1999 Option Plan in order to increase the number of shares authorized under the
1999 Option Plan from 400,000 to 800,000. See "Approval of the Amendment to the
Company's 1999 Stock Option Plan."
Options Granted During Fiscal Year Ended December 31, 1999
The following table sets forth certain information concerning options granted
during the fiscal year ended December 31, 1999 to the Named Individuals.
<TABLE>
Potential realizable value
at assumed annual rates of
stock price appreaciation
Individual Grants for option term (1)
<S> <C> <C> <C> <C> <C> <C>
Percent of total
options/SARs Exercise
granted to or base Expir-
Options employees in price ation
Name Granted fiscal year(2) ($/SH) date 5%($) 10%($)
Gary N.
Siegler 35,000 8.1% $24.94 05/27/04 $241,166 $532,914
Wayne M.
Mertes 50,000 11.6% $24.94 05/27/04 $344,523 $761,306
Bradley C.
Albrechtsen 15,000 3.5% $24.94 05/27/04 $103,357 $228,392
Robert B.
Lee --- --- --- --- --- ---
</TABLE>
[FN]
- ------------------
(1)The 5% and 10% assumed annual rates of appreciation are mandated by rules of
the Securities and Exchange Commission and do not reflect estimates or
projections of future Common Stock prices. There can be no assurance that the
amounts reflected in this table will be achieved.
(2)This percentage is based on the total number of options granted to the
Company's employees and its Chairman during the year ended December 31, 1999.
All options granted to the Named Individuals vest in three equal annual
installments on the first, second and third anniversaries of the date of grant.
</FN>
Option Values
The following table sets forth, as of December 31, 1999, the number of options
and the value of exercised and unexercised options held by the Named
Individuals.
Value of Unexercised
Number of Unexercised in-the-money Options
Options at Dec. 31, 1999 Dec. 31, 1999(1)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Shares
Acquired in Value Exercis- Exercis-
Name Exercise (#) Realized($) able Unexercisable able Unexercisable
Gary N.
Siegler --- --- 514,044 35,000 $5,436,102 $ 0
Wayne M.
Mertes 33,750 $695,503 442,500 50,000 $5,601,383 $ 0
Bradley C.
Albrechtsen 1,475 $ 26,295 5,100 19,000 $ 47,580 $36,668
Robert B.
Lee 103,500 $1,132,174 --- --- --- ---
</TABLE>
[FN]
- -------------------
(1) On December 31, 1999 the last reported sales price for the Common Stock on
the New York Stock Exchange was $19.25.
</FN>
<PAGE>
Compensation Committee Report on Executive Compensation
The Compensation Committee (established by the Board of Directors in May 1998)
continued in 1999 its function of reviewing and making 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
Committee consists solely of directors who are not employees of the Company.
Prior to the establishment of the Compensation Committee, the full Board of
Directors reviewed and made 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 consists of
three components: base salary, annual bonuses and long-term incentive awards in
the form of stock options. 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 target bonuses and stock options, 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. Bonuses and stock option grants closely
link executive pay with performance in areas key to the Company's operating
success. These areas include sales growth, earnings per share growth, return on
average equity and total shareholder return performance. The Company has granted
bonuses and stock options 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 first quarter of 1999, the Compensation Committee retained the
nationally recognized executive compensation consulting firm of William M.
Mercer, Incorporated ("Mercer") to advise it with respect to executive and
employee compensation and other related matters. In March 1999, Mercer presented
a report to the Board of Directors in which Mercer provided benchmark
information on the senior executive positions with respect to both an industry
peer group and published compensation and proprietary survey information. Mercer
also compared the Company's financial performance to the same peer group and
assessed the pay and performance relationship thereof. Parts of Mercer's report
were updated in February 2000. In light of current market practice, the
Compensation Committee, with Mercer's assistance, is reassessing the structure
of the current annual incentive plan.
Compensation of Chief Executive Officer. During the year ended December 31,
1999, the compensation of the Company's President and Chief Executive Officer,
Mr. Mertes, was established pursuant to a written employment agreement, pursuant
to which Mr. Mertes received an annual salary of $260,000 and a bonus of
$230,000 calculated pursuant to a formula set forth in the agreement. The
formula provided that the bonus would be 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 $230,000. In January 2000, Mr. Mertes entered into a new employment
agreement, which extended the term of Mr. Mertes' employment from October 31,
2000 to December 31, 2001. Mr. Mertes' new employment agreement also increased
his base salary from $260,000 to $283,400. The current employment agreement
allows Mr. Mertes to earn an annual bonus to be determined at the discretion of
the Compensation Committee which has engaged Mercer to advise in that regard.
Mr. Mertes annual bonus cannot be less than the bonus provided under his
previous employment agreement. The terms of Mr. Mertes' new agreement were
negotiated and recommended to the Board of Directors by the Compensation
Committee. The Compensation Committee considered Mr. Mertes' contribution to the
success of the Company and analyzed, among other matters, the reported
compensation of the other chief executive officers of the Company's competitors
as well as operating and performance criteria of the Company and such other
companies. Such criteria included comparisons and analyses of sales growth,
earnings per share growth, return on equity, stock performance and other
meaningful data. See "Management of the Company -- Employment Agreements." Mr.
Mertes was also awarded 50,000 stock options during 1999. The Committee believes
that Mr. Mertes' contribution to the financial growth of the Company and the
prevailing market practice make this award appropriate.
<PAGE>
The Company established the 1993 Stock Option Plan, 1995 Stock Option Plan, 1996
Stock Option Plan and 1999 Stock Option Plan, which are administered by the
Compensation Committee, 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 adopted these stock option plans in order to create
incentives for retaining qualified and competent employees and maximizing
long-term stockholder values. Option grants under the 1999 Stock Option Plan
were based on the recommendations of the Compensation Committee's consultants,
William M. Mercer, Incorporated The Compensation Committee intends to 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, bonuses and any other
elements of compensation in light of an overriding Company philosophy linking
pay and performance.
COMPENSATION COMMITTEE
Stephen M. Davis
Doy B. Henley
Greg McCaffery
<PAGE>
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 NYSE/AMEX/Nasdaq Stock Market (US Companies), comprising all domestic
shares traded in the New York Stock Exchange, American Stock Exchange and Nasdaq
Stock Market; and a self-determined peer group of seven companies. The graph
assumes $100 invested on December 30, 1994 in the Company and in each of the
indices. The performance shown in the graph is not necessarily indicative of
future performance.
[PERFORMANCE GRAPH]
Certain Relationships and Related Party Transactions
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 Partnership sold the Aircraft in January 1999. 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. During 1999, the Aircraft was sold and the Partnership was liquidated.
The Company received $2.985 million in the aggregate from the Partnership
representing a return of its capital plus its share of the gain on the sale of
the Aircraft, after expenses of the Partnership were allocated.
For his duties as Chairman, Mr. Gary N. Siegler was paid $235,000 for the year
ended December 31, 1999.
Mr. Robert B. Lee, a director of the Company and the Chairman and Chief
Executive Officer of CCI, is a partner in a joint venture which is a party to a
lease agreement with the Company's CCI subsidiary. Pursuant to the agreement,
CCI leases from the joint venture a parcel of property constituting a majority
of CCI's manufacturing facilities. During the year ended December 31, 1999, the
Company paid $1.16 million under the lease agreement. The lease agreement calls
for future payments totaling $990,000 through October 31, 2000.
Heller Ehrman White & McAuliffe LLP (formerly Werbel & Carnelutti), a law firm
in which Mr. Stephen M. Davis, the Secretary and a director of the Company, is a
shareholder, performed legal services for the Company for which it was paid fees
and expenses of $127,000 for the year ended December 31, 1999.
<PAGE>
VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
The following table set forth as of April 1, 2000 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>
<S> <C> <C>
Beneficial Owner Common Stock Percentage of
Owned(1) Outstanding
Gary N. Siegler (2) 827,517 8.1%
Wayne M. Mertes (3) 767,281 7.6%
Robert B. Lee (4) 534,161 5.5%
Neil H. Koffler (5) 62,977 *
Stephen M. Davis (6) 43,840 *
Doy B. Henley(7) 5,000 *
Greg McCaffery(8) 5,162 *
Bradley C. Albrechtsen (9) 12,533 *
All executive officers
and directors as a
group (8 in number)
(2)(3)(4)(5)(6)(7)(8)(9) 2,258,471 21.0%
</TABLE>
[FN]
- ---------------------
* 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.
(2) Includes (i) 525,710 shares underlying outstanding options held by Mr.
Siegler exercisable immediately or within 60 days, (ii) 42,057 shares of Common
Stock owned by The Gary N. Siegler Foundation, which shares Mr. Siegler is
deemed to beneficially own, and (iii) 258,704 shares of Common Stock owned by
certain other entities, which shares Mr. Siegler is deemed to beneficially own
because Mr. Siegler controls dispositive and voting power for the shares owned
by such entities. Mr. Siegler's business address is c/o Siegler & Co. Inc., 10
East 50th Street New York, New York 10022.
<PAGE>
(3) Includes 459,166 shares underlying outstanding options exercisable
immediately or within 60 days and excludes 2,500 shares of Common Stock owned by
Mr. Mertes' wife, Mrs. Mamie M. Mertes, for which Mr. Mertes disclaims
beneficial ownership. Mr. Mertes' business address is c/o National R.V., Inc.,
3411 N. Perris Blvd., Perris, California 92571.
(4) Excludes 152,470 shares of Common Stock owned by Mr. Lee's wife, Mrs. Terry
N. Lee, for which Mr. Lee disclaims beneficial ownership. Mr. Lee's business
address is c/o Country Coach, Inc., 135 East First Street, Junction City, Oregon
97448.
(5) Includes 57,958 shares underlying outstanding options exercisable
immediately or within 60 days held by Mr. Koffler and 5,000 shares of Common
Stock owned by SC Fundamental LLC Employees Profit and Sharing Plan., which
shares Mr. Koffler is deemed to beneficially own.
(6) Includes 37,875 shares underlying outstanding options exercisable
immediately or within 60 days. Includes 60 shares owned by Mr. Davis' son for
which Mr. Davis disclaims beneficial ownership.
(7) Includes 4,000 shares underlying outstanding options exercisable immediately
or within 60 days.
(8) Includes 4,000 shares underlying outstanding options exercisable immediately
or within 60 days.
(9) Includes 12,533 shares underlying outstanding options exercisable
immediately or within 60 days.
</FN>
<PAGE>
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, 1999
and certain other related financial and business information of the Company are
contained in the Company's 1999 Annual Report to Stockholders previously mailed
by the Company to its stockholders.
STOCKHOLDERS' PROPOSALS
Any proposal which an eligible stockholder wishes to include in the proxy or
information statement for the 2001 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 8, 2001.
By Order of the Board of Directors
Stephen M. Davis, Secretary
Dated: May 8, 2000
<PAGE>
NATIONAL R.V. HOLDINGS, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 12, 2000
The undersigned hereby appoints Wayne M. Mertes and Bradley C. Albrechtsen
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 Monday, June 12,
2000 at 9:00 a.m., Eastern Standard Time, at The Peninsula New York, Sarah Room,
700 Fifth Avenue (at 55th Street), New York, New York 10019, 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 III Directors until FOR to vote
the 2003 Annual Meeting of all for all
Stockholders. nominees nominees
[ ] [ ]
NOMINEES: Doy B. Henley and Neil H. Koffler
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.
- ------------------------------------------------------------
2. Proposal to approve the FOR AGAINST ABSTAIN
amendment to the Company's [ ] [ ] [ ]
1999 Stock Option Plan
3. Proposal to ratify and
approve the selection by the
Board of Directors of
PricewaterhouseCoopers LLP FOR AGAINST ABSTAIN
as the Company's independent [ ] [ ] [ ]
public accountants for the fiscal
year to end December 31, 2000.
<PAGE>
4. 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 and 3 and the proxies will use their discretion with respect
to any matters referred to in Item 4.
The undersigned stockholder(s) acknowledges receipt of an accompanying
Notice of Annual Meeting of Stockholders and accompanying Proxy Statement dated
May 8, 2000.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Dated: , 2000
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>
HELLER EHRMAN WHITE & McAULIFFE LLP
711 Fifth Avenue
New York, New York 10022
April 28, 2000
VIA EDGAR
- ----------
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: National R.V. Holdings, Inc.
Definitive 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(b) under the Securities Exchange Act
of 1934 (the "Exchange Act") a definitive copy of (1) the Company's Proxy
Statement relating to its 2000 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, we hereby advise you that
the Company anticipates releasing definitive copies of the proxy materials to
its stockholders on or about May 8, 2000.
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
