SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
This Schedule 13D is filed on behalf of Dorchester
Partners, L.P., a Delaware limited partnership, Dorchester
Advisors, Inc., a California corporation, and Michael J. Halpern,
an individual.
ITEM 1. SECURITY AND ISSUER
The equity securities to which this statement relates are
Common Stock, par value $.01 per share (the "Common Stock") of
National R.V. Holdings, Inc. ("NRVH"), a Delaware corporation with
its principal executive offices at 3411 N. Perris Boulevard,
Perris, CA 92571. At April 30, 1996, NRVH had outstanding
3,008,039 shares of Common Stock, according to information provided
by NRVH in its Quarterly Report on Form 10-Q for the quarter ended
April 30, 1996.
ITEM 2. IDENTITY AND BACKGROUND
(A) This statement is filed by (i) Dorchester Partners,
L.P., a Delaware limited partnership ("Partners"), (ii) Dorchester
Advisors, Inc., a California corporation ("Advisors"), and (iii)
Michael J. Halpern ("Halpern"), an individual (collectively, the
"Reporting Persons"). Partners is a private investment partnership
engaging in the purchase and sale of securities for investment for
its own account. Advisors is the sole general partner of Partners.
Halpern is the sole stockholder, officer and director of Advisors.
Halpern is in a position to determine the investment and voting
decisions made by Advisors and, consequently, by Partners. The
Reporting Persons may be deemed to be a "group" within the meaning
of Rule 13d-3 under the Securities Exchange Act of 1934 (the "Act")
with respect to the shares acquired by Partners.
(B) The business address of each of Partners, Advisors
and Halpern is:
1999 Avenue of the Stars, Suite 1950
Los Angeles, California 90067.
(C) The present principal occupation or employment of
each of the Reporting Persons is as follows:
Partners: Private Investment Partnership.
Advisors: General Partner of Partners.
Halpern: Chief Executive Officer, Chief
Financial Officer, and Secretary of
Advisors.
(D) During the last five years, none of the Reporting
Persons has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(E) During the last five years, none of the Reporting
Persons has been a party in a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in its or
his being subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(F) Halpern is a citizen of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase prices (including commissions, if
any) for the shares of Common Stock reported on this Schedule 13D
as held by the Reporting Persons were as follows:
Aggregate
Name of Reporting Person Purchase Price
Dorchester Partners $1,651,480
Partners purchased the shares of NRVH reported herein as
beneficially owned by it with its investment capital.
ITEM 4. PURPOSE OF TRANSACTION
The securities are being acquired for investment
purposes. Depending upon the Reporting Persons' continuing
evaluation of NRVH's business and prospects, alternative investment
opportunities and any other factors Reporting Persons deem
relevant, the Reporting Persons may, from time to time, purchase
additional shares of Common Stock on the open market or in
privately negotiated transactions or otherwise. The Reporting
Persons have no present intention of selling any shares of Common
Stock, but reserve the right to do so, in whole or in part, at any
time, in open market transactions, privately negotiated
transactions or otherwise. The Reporting Persons have no plans or
proposals which relate to, or could result in, any of the matters
referred to in paragraphs (b) through (j), inclusive, of Item 4 of
Schedule 13D. The Reporting Persons may, at any time and from time
to time, review or reconsider their position with respect to NRVH,
and formulate plans or proposals with respect to any of such
matters, but have no present intention of doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(A) As of the date hereof, Partners is the direct,
beneficial owner of 154,200 shares of Common Stock, which
constitutes 5.13% of the outstanding shares of Common Stock (based
upon the number of shares that were reported to be outstanding in
NRVH's Quarterly Report on Form 10-Q for the quarter ended April
30, 1996. Advisors does not directly own any Common Stock but, by
virtue of its position as the general partner of Partners, may be
deemed to own beneficially the shares of Common Stock held by
Partners. Halpern does not directly own any Common Stock, but, by
virtue of his status as controlling stockholder of Advisors, may be
deemed to own beneficially the shares of Common Stock held by
Partners.
(B) Each of Partners, Advisors and Halpern may be deemed
to share the power to vote or to direct the vote and to dispose or
to direct the disposition of the shares of Common Stock held by
Partners.
(C) The following table sets forth the transactions
effected by Partners during the past sixty days. Each of the
transactions set forth below reflects a purchase or sale effected
by means of an over-the-counter trade. The Price Per Share
excludes commissions, if any. Prior to August 1, 1995, Partners
owned 33,100 shares of Common Stock.
Number of
Buy Shares
or Price Per Purchased on
Trade Date Sell Share Sold
08/01/95 B $8.5510 17,000
09/06/95 B 7.0000 5,000
11/01/95 B 10.0000 2,500
11/02/95 B 10.5000 5,000
11/03/95 B 10.8750 5,000
12/05/95 B 12.8750 2,500
12/05/95 B 12.8750 1,000
12/14/95 B 12.2500 3,500
12/14/95 B 12.5000 5,000
01/10/96 B 11.0000 5,000
01/12/96 B 10.2500 5,000
01/18/96 B $10.5000 1,300
01/25/96 B 11.0000 10,000
01/25/96 B 11.0000 5,000
01/30/96 B 11.6250 1,000
01/31/96 B 11.5000 4,000
02/13/96 B 11.2500 15,000
02/13/96 B 11.2500 7,000
02/27/96 B 13.1250 1,500
02/28/96 B 13.4700 5,000
02/29/96 B 13.8036 3,500
03/04/96 B 14.5000 1,000
03/19/96 B 14.2500 1,800
03/29/96 B 15.6250 2,000
04/24/96 B 20.1250 2,000
05/08/96 B 19.5000 2,000
05/10/96 B 20.7500 2,500
(D) To the best of Reporting Person's knowledge, except
as set forth herein, no other person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, any shares of NRVH which the Reporting Persons
may be deemed to own beneficially.
(E) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OF RELATIONSHIPS
WITH RESPECT TO SECURITIES OF ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Joint Acquisition Statement.
[The remainder of this page intentionally left blank]
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SIGNATURES
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: ______________
DORCHESTER ADVISORS, INC.
By: _________________________________
Michael J. Halpern
President
DORCHESTER PARTNERS, L.P.
By: Dorchester Advisors, Inc.
General Partner
By: _________________________________
Michael J. Halpern
President
_________________________________
Michael J. Halpern
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
No. Description Page
1. Joint Acquisition Statement
<PAGE>
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(F)(1)
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13D is filed on behalf of each of the
undersigned and that all subsequent amendments to this statement on
Schedule 13D shall be filed on behalf of each of the undersigned
without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him or it
contained herein, but shall not be responsible for the completeness
and accuracy of the information concerning the other, except to the
extent that he or it knows or has reason to believe that such
information is inaccurate.
Dated: _______________
DORCHESTER ADVISORS, INC.
By: _________________________________
Michael J. Halpern
President
DORCHESTER PARTNERS, L.P.
By: Dorchester Advisors, Inc.
General Partner
By: _________________________________
Michael J. Halpern
President
_________________________________
Michael J. Halpern
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: _____________
DORCHESTER ADVISORS, INC.
By: /S/Michael J. Halpern
Michael J. Halpern
President
DORCHESTER PARTNERS, L.P.
By: Dorchester Advisors, Inc.
General Partner
By: /S/Michael J. Halpern
Michael J. Halpern
President
/S/Michael J. Halpern
Michael J. Halpern
<PAGE>
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(F)(1)
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13D is filed on behalf of each of the
undersigned and that all subsequent amendments to this statement on
Schedule 13D shall be filed on behalf of each of the undersigned
without the necessity of filing additional joint acquisition
statements. the undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him or it
contained herein, but shall not be responsible for the completeness
and accuracy of the information concerning the other, except to the
extent that he or it knows or has reason to believe that such
information is inaccurate.
Dated: _____________
DORCHESTER ADVISORS, INC.
By: /S/Michael J. Halpern
Michael J. Halpern
President
DORCHESTER PARTNERS, L.P.
By: Dorchester Advisors, Inc.
General Partner
By: /S/Michael J. Halpern
Michael J. Halpern
President
/S/Michael J. Halpern
Michael J. Halpern
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