UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-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)
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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NATIONAL R.V. HOLDINGS, INC.
3411 N. Perris Boulevard
Perris, California 92571
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on December 9, 2005
The Board of Directors of National R.V. Holdings, Inc., a Delaware
corporation (the "Company"), hereby gives notice that the 2005 Annual Meeting of
Stockholders of the Company will be held on Friday, December 9, 2005, at 9:00
a.m., Pacific Daylight Time, at 2050 South Lyon Street, Santa Ana, California
92705 for the following purposes:
1. To elect one person to serve on the Company's Board of Directors as a Class
I Director until the 2008 Annual Meeting of Stockholders or until his
successor is duly elected and qualified as provided in the Company's
By-laws.
2. To ratify the selection by the Board of Directors of Swenson Advisors LLP,
as the Company's independent registered public accountants for the fiscal
year ending December 31, 2005.
3. 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 November 1, 2005 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
/s/ STEPHEN M. DAVIS
Stephen M. Davis
Secretary
November 9, 2005
IMPORTANT: WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED
ENVELOPE. THIS WILL ENSURE REPRESENTATION OF YOUR SHARES AT THE MEETING.
NATIONAL R.V. HOLDINGS, INC.
3411 N. PERRIS BOULEVARD
PERRIS, CALIFORNIA 92571
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON DECEMBER 9, 2005
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 2005 Annual Meeting of Stockholders (the
"Annual Meeting") of the Company to be held on Friday, December 9, 2005, at 9:00
a.m., Pacific Daylight Time, at 2050 South Lyon Street, Santa Ana, California
92705, and at any adjournments thereof. This Proxy Statement and the enclosed
proxy are first being sent to stockholders on or about November 9, 2005.
The close of business on November 1, 2005 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 approximately 10,339,484 shares of Common Stock outstanding and
approximately 62 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
voting is required to ratify the selection of the independent registered 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 person named under
"Election of Directors," and FOR the ratification of the selection of Swenson
Advisors, LLP, as the Company's independent registered 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 currently consists of five 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 one Class
I Director to serve until the Annual Meeting of Stockholders to be held in 2008
and until his successor is elected and qualified.
Nominees for Class I Director
Mr. Albrechtsen, an incumbent Class I director, has been nominated by
management for election to the Board of Directors as Class I Director at the
Annual Meeting and has consented to serve as such, if elected. Certain
biographical information regarding Mr. Albrechtsen 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 nominee or to withhold authority to vote for such
nominee. Abstentions with respect to the election of the nominee as a Class I
Director 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 Mr. Albrechtsen to serve as the Class I Director of the Company. Mr.
Albrechtsen has consented to be named in this Proxy Statement and to continue to
serve if elected. Management does not contemplate or foresee that the nominee
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 nominee for Class I Director set forth above.
2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
ITEM 2 -- RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors has selected the firm of
Swenson Advisors, LLP ("Swenson Advisors"), as the Company's independent
registered public accountants for the fiscal year ending December 31, 2005.
Although the selection of auditors does not require ratification, the Audit
Committee of the Board has directed that the appointment of Swenson Advisors 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 Swenson Advisors 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 registered public accountants.
Abstentions and broker non-votes will have no effect on the vote for the
ratification of the selection of the independent registered public accountants.
Board Recommendation
The Board of Directors recommends that stockholders vote FOR ratification
of the selection of Swenson Advisors, LLP, as the Company's independent
registered public accountants for the fiscal year ending December 31, 2005.
Change in Independent Auditors
On October 14, 2005, the Company dismissed PricewaterhouseCoopers LLP
("PwC") as the Company's independent registered public accounting firm, which
dismissal became effective on October 26, 2005 upon the completion by PwC of
services relating to the filing by the Company of its Forms 10-Q for the
quarters ended March 31, 2005 and June 30, 2005. The Company's Audit Committee
approved the decision to dismiss PwC.
The reports of PwC on the Company's financial statements for the fiscal
years ended December 31, 2004 and 2003 contained no adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principle.
During the fiscal years ended December 31, 2004 and 2003 and through
October 26, 2005, there was one disagreement with PwC on matters regarding
accounting principles and practices, financial statement disclosure, or auditing
scope or procedure, which disagreement is a reportable event as described in
Item 304(a)(1)(iv) of Regulation S-K. The disagreement occurred during the year
3
ended December 31, 2004 and related to the accounting for the sale of motorhomes
in the third and fourth quarter of 2004 under a deferred payment arrangement in
which the Company held the manufacturer's certificate of origin as security for
payment. This disagreement was resolved to the satisfaction of PwC by the
Company restating its results for the third quarter of 2004 as reflected in a
Form 10-Q/A filed by the Company with the SEC on October 11, 2005. Pursuant to
Item 304(a)(1)(iv) of Regulation S-K, the Company's Audit Committee discussed
this matter with PwC and has authorized PwC to respond fully to inquiries of
Swenson Advisors, the new independent registered public accounting firm for the
Company, concerning this matter. Except for the disagreement noted above, during
the fiscal years ended December 31, 2004 and 2003 and through October 26, 2005,
there have been no disagreements with PwC on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of PwC would have caused
them to make reference thereto in their reports on the Company's financial
statements for such years.
The Company refers to Item 9A of its Form 10-K for the fiscal year ended
December 31, 2004 which was filed with the SEC on October 11, 2005 which
discloses that the Company did not maintain effective internal control over
financial reporting as of December 31, 2004 because of the existence of certain
material weaknesses described therein. Except for such material weaknesses which
are disclosed in the Company's Form 10-K included as part of the 2004 Annual
Report to Stockholders mailed with this Proxy Statement, there were no other
reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K) for the
fiscal years ended December 31, 2004 and 2003 and through October 26, 2005.
As required by federal securities laws, the Company provided PwC with a
copy of the Company's Report on Form 8-K dated October 14, 2005 reporting the
change in auditors and the 8-K amendment filed on October 26, 2005 and requested
that PwC furnish the Company with letters addressed to the SEC stating whether
or not it agreed with the statements in such Form 8-K and Form 8-K amendment.
Copies of the letters from PwC dated October 20, 2005 and October 26, 2005 were
filed as exhibits to the Company's Form 8-K and Form 8-K amendment.
On October 14, 2005, the Company engaged Swenson Advisors as its new
independent registered public accounting firm. During the Company's two most
recent fiscal years and through October 14, 2005, except as discussed in the
next sentence, the Company did not consult with Swenson Advisors with respect to
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, or any other matters or reportable events
listed in Item 304(a)(2)(i) or (ii) of Regulation S-K. In August 2005, the
Company's Audit Committee retained Swenson Advisors in connection with the
completion of the Company's audit for the 2004 fiscal year to assist the Audit
Committee in assessing the Company's ability to continue as a going concern.
Swenson Advisors has also completed the audit of the 401(k) benefit plan for the
Company's National R.V., Inc. subsidiary for the years 2001 through 2004.
4
Principal Accountant Fees and Services
The following table sets forth the fees incurred by the Company for the
services of its former independent registered public accountants, PwC, in 2004
and 2003.
Services Rendered Fees
--------------------------------------------- ------------------------------
2004 2003
Audit Fees (1) $1,880,411 $251,160
Audit Related Fees $0 $0
Tax Fees (2) $11,397 $19,761
Other Fees $0 $0
________________
(1) For professional services rendered for the audit of the Company's
annual financial statements, and the reviews of the financial statements
included in the Company's Forms 10-Q for fiscal years 2004 and 2003.
(2) For 2004 and 2003, tax services for tax compliance and planning.
The Audit Committee had concluded that the provision of non-audit services
listed above was compatible with maintaining the independence of PwC. The Audit
Committee has delegated to the Chair of the Audit Committee the authority to
pre-approve future audit-related and non-audit services not prohibited by law to
be performed by the Company's independent auditors and associated fees, provided
that the Chair shall report any decision to pre-approve such audit-related or
non-audit services and fees to the full Audit Committee at its next regular
meeting.
5
MANAGEMENT OF THE COMPANY
The executive officers and directors of the Company are as follows:
Name Age Position
Doy B. Henley 76 Chairman of the Board(1)
Bradley C. Albrechtsen 43 President, Chief Executive Officer and Director
Robert B. Lee 66 Director
Gregory McCaffery 52 Director(1)
James B. Roszak 64 Director(1)
Thomas J. Martini 57 Chief Financial Officer
Jonathan C. Corn 41 Vice President - General Counsel
_____________________
(1) Member of the Audit Committee, Compensation Committee and
Nominating/Corporate Governance Committee.
Executive Officers and Directors
DOY B. HENLEY. Mr. Henley has served as Chairman of the Board since
September 2001 and has been a director of the Company since February 1998. Mr.
Henley is a Class III director whose term expires in 2006. Mr. Henley is chief
executive officer of Henley 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. Mr. Henley also
serves on the Board of Chapman University and The Salvation Army Advisory Board.
BRADLEY C. ALBRECHTSEN. Mr. Albrechtsen has been President, Chief Executive
Officer and a director since September 2001, Chief Financial Officer and
Treasurer of the Company from April 1999 to September 2001 and Assistant
Secretary from January 1999 to September 2001. Mr. Albrechtsen served as the
Company's Controller from 1993 through April 1999 and as Assistant Controller
prior to 1993. Mr. Albrechtsen is a Class I director whose term expires at the
Annual Meeting. See "Election of Directors - Nominees For Class I Director." 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).
ROBERT B. LEE. Mr. Lee has been a director of the Company since November
1996. Mr. Lee has also been President and Chief Operating Officer of the Company
from April 2001 to September 2001 and co-Chief Executive Officer from March 2001
to April 2001. Mr. Lee is a Class II director whose term expires in 2007. Mr.
Lee founded the Company's Country Coach, Inc. subsidiary ("Country Coach") and
served as Chairman and Chief Executive Officer of Country Coach from 1973 to
July 2000, President of Country Coach from September 2002 through October 2003
and CEO of Country Coach from October 2003 through February 2004. Mr. Lee served
as a consultant to the Company from February 2004 to May 2005, September 2001 to
December 2001, and July 2000 to March 2001.
6
GREGORY McCAFFERY. Mr. McCaffery has been a director of the Company since
February 1998. Mr. McCaffery is a Class II director whose term expires in 2007.
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.
JAMES B. ROSZAK. Mr. Roszak has been a director of the Company since June
2003 and is a Class III director whose term expires in 2006. Mr. Roszak was
employed by the Life Insurance Division of Transamerica Corporation, a financial
services organization engaged in life insurance, commercial lending, leasing and
real estate services, from June 1962 through his retirement as President of such
division in June 1997. Mr. Roszak also served as interim Chief Executive Officer
and a director of buy.com, an Internet retailer, from February 2001 through
August 2001.
THOMAS J. MARTINI. Mr. Martini was named Chief Financial Officer in May
2005 and has served as Treasurer since joining the Company in March 2004. Prior
to joining the Company, Mr. Martini was Vice President and Treasurer for
Coachmen Industries, Inc., a publicly traded recreational vehicle manufacturer,
from March 2001 to December 2003. From February 1991 to March 2001, Mr. Martini
served as Chief Financial Officer of Miller Building Systems, Inc., a
manufacturer of commercial and institutional buildings, that was publicly traded
prior to its acquisition in 2000 by Coachmen Industries, Inc. From 1978 to 1991,
Mr. Martini held a number of senior financial management positions for several
manufacturing organizations. Mr. Martini is a certified public accountant.
JONATHAN C. CORN. Mr. Corn has been Vice President - General Counsel since
April 2002, and General Counsel since December 2001. Mr. Corn is an attorney who
received his law degree from Georgetown University Law Center in 1991. Prior to
joining the Company, Mr. Corn practiced law in San Diego. His firm, Corn &
Associates, P.C., was a specialty firm focused on the representation of RV
manufacturers and dealers.
7
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. During the year ended December 31, 2004, the Board of
Directors held nine meetings. All directors attended at least 75% 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 has determined that the following directors are "independent"
under current New York Stock Exchange ("NYSE") rules: Doy Henley, Gregory
McCaffery and James Roszak. Mr. Henley, as Chairman of the Board, is the
presiding Director at meetings of the Board and at executive sessions of the
non-management Directors. The Board of Directors has standing Audit,
Compensation and Nominating/Corporate Governance Committees.
For additional information on the Company's corporate governance, including
the charters approved by the Board for the Audit Committee, the Compensation
Committee and the Nominating/Corporate Governance Committee, the Code of
Business Conduct and Ethics and the Corporate Governance Guidelines, please
visit the Company's investor relations website at www.nrvh.com.
Audit Committee. The Audit Committee currently consists of Messrs. Henley,
McCaffery and Roszak (chairman). The Audit Committee met six times during 2004.
The Board has determined that all members of the Audit Committee are independent
directors under the rules of the NYSE and each of them meets the financial
literacy and sophistication requirements under the rules of the NYSE. The Board
has determined that Mr. Roszak qualifies as an "audit committee financial
expert" as defined by the rules of the Securities and Exchange Commission. The
purpose of the Audit Committee is to oversee the accounting and financial
reporting processes of the Company and audits of its financial statements. The
responsibilities of the Audit Committee include appointing and providing the
compensation of the independent accountants to conduct the annual audit of our
accounts, reviewing the scope and results of the independent audits, reviewing
and evaluating internal accounting policies, and approving all professional
services to be provided to the Company by its independent accountants.
Compensation Committee. The Compensation Committee currently consists of
Messrs. Henley, McCaffery and Roszak. The Compensation Committee held two
meetings during 2004. The Board has determined that all members of the
Compensation Committee are independent directors under the rules of the NYSE.
The Compensation Committee administers the Company's benefit plans, reviews and
administers all compensation arrangements for executive officers, and
establishes and reviews general policies relating to the compensation and
benefits of our officers and employees.
8
Nominating/Corporate Governance Committee. The Nominating/Corporate
Governance Committee currently consists of Messrs. Henley, McCaffery and Roszak,
each of whom the Board has determined is an independent director under the rules
of the NYSE. The Nominating/Corporate Governance Committee did not meet in 2004.
The Nominating/Corporate Governance Committee's responsibilities include
recommending to the Board of Directors nominees for possible election to the
Board of Directors and providing oversight with respect to corporate governance.
Communication with Directors
Stockholders who wish to communicate with the entire Board, the
non-management Directors as a group or the Chairs of any of the Board committees
may do so telephonically by calling 800-864-5307 or by mail c/o Corporate
Secretary, National R.V. Holdings, Inc., 3411 N. Perris Blvd, Perris, CA 92571.
Communications are distributed to the Board, or to any individual Director or
Directors as appropriate, depending on the facts and circumstances outlined in
the communication. In that regard, the Board of Directors has requested that
certain items that are unrelated to the duties and responsibilities of the Board
should be excluded, such as spam, job inquiries, business solicitations or
product inquiries. In addition, material that is unduly hostile, threatening,
illegal or similarly unsuitable will be excluded, with the provision that any
communication that is filtered out must be made available to any Director upon
request.
Director Compensation
Effective January 1, 2003, non-employee Directors receive an annual
Director retainer of $30,000, an in-person per meeting fee of $1,000 and a
telephone meeting fee of $500. In addition, the Chairman of the Board of
Directors is entitled to an additional annual fee of $30,000, members of a Board
committee are entitled to an annual fee of $3,000 and the Audit Committee
Chairman is entitled to an additional annual fee of $10,000. Mr. Albrechtsen
does not receive any additional compensation for acting as a Director. Directors
are also entitled to receive reimbursement for traveling costs and other
out-of-pocket expenses incurred in attending Board and committee meetings.
Director Nomination
Criteria for Board Membership. In selecting candidates for appointment or
re-election to the Board, the Nominating/Corporate Governance Committee
considers the appropriate balance of experience, skills and characteristics
required of the Board of Directors, and seeks to insure that at least a majority
of the Directors are independent under the rules of the NYSE, that members of
the Company's Audit Committee meet the financial literacy and sophistication
requirements under the rules of the NYSE and at least one of them qualifies as
an "audit committee financial expert" under the rules of the Securities and
Exchange Commission. Nominees for Director are selected on the basis of their
depth and breadth of experience, integrity, ability to make independent
analytical inquiries, understanding of the Company's business environment, and
willingness to devote adequate time to Board duties.
9
Stockholder Nominees. The Nominating/Corporate Governance Committee will
consider written proposals from stockholders for nominees for Director. Any such
nominations should be submitted to the Nominating/Corporate Governance Committee
c/o the Secretary of the Company and should include the following information:
(a) all information relating to such nominee that is required to be disclosed
pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including
such person's written consent to being named in the proxy statement as a nominee
and to serving as a Director if elected); (b) the names and addresses of the
stockholders making the nomination and the number of shares of the Company's
common stock which are owned beneficially and of record by such stockholders;
and (c) appropriate biographical information and a statement as to the
qualification of the nominee, and should be submitted in the time frame
described in the Bylaws of the Company and under the caption, "Stockholder
Proposals for 2006 Annual Meeting" below.
Process for Identifying and Evaluating Nominees. The Nominating/Corporate
Governance Committee believes the Company is well-served by its current
Directors. In the ordinary course, absent special circumstances or a material
change in the criteria for Board membership, the Nominating/Corporate Governance
Committee will renominate incumbent Directors who continue to be qualified for
Board service and are willing to continue as Directors. If an incumbent Director
is not standing for re-election, or if a vacancy on the Board occurs between
annual stockholder meetings, the Nominating/Corporate Governance Committee will
seek out potential candidates for Board appointment who meet the criteria for
selection as a nominee and have the specific qualities or skills being sought.
Director candidates will be selected based on input from members of the Board,
senior management of the company and, if the Nominating/Corporate Governance
Committee deems appropriate, a third-party search firm. The Nominating/Corporate
Governance Committee will evaluate each candidate's qualifications and check
relevant references; in addition, such candidates will be interviewed by at
least one member of the Nominating/Corporate Governance Committee. Candidates
meriting serious consideration will meet with all members of the Board. Based on
this input, the Nominating/Corporate Governance Committee will evaluate which of
the prospective candidates is qualified to serve as a Director and whether the
committee should recommend to the Board that this candidate be appointed to fill
a current vacancy on the Board, or presented for the approval of the
stockholders, as appropriate.
The Company has never received a proposal from a stockholder to nominate a
Director. Although the Nominating/Corporate Governance Committee has not adopted
a formal policy with respect to stockholder nominees, the committee expects that
the evaluation process for a stockholder nominee would be similar to the process
outlined above.
Board Nominees for the 2005 Annual Meeting. Mr. Albrechtsen, the sole
nominee listed in this Proxy Statement, is a current Director standing for
re-election.
10
Code of Business Conduct and Ethics
The Company has adopted a written code of conduct and ethics (the "Code")
which is applicable to all of the Company's officers, directors and employees,
including the Company's Chief Executive Officer and Chief Financial Officer
(collectively, the "Senior Officers"). In accordance with the rules and
regulations of the Securities and Exchange Commission and the rules of the New
York Stock Exchange, a copy of the Code has been posted on the Company's website
at www.nrvh.com. The Company intends to disclose any changes in or waivers from
the Code applicable to any Senior Officers on its website or by filing a Form
8-K.
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, 2004, all filing requirements
applicable to its officers and directors were complied with by such individuals
except for the following: (1) Mr. Bradley Albrechtsen did not timely file a Form
4 in connection with a stock option grant; (2) Mr. Jonathan C. Corn did not
timely file a Form 4 in connection with a stock option grant; and (3) Mr. Joseph
W. Hansen, the Company's former Chief Financial Officer, did not timely file a
Form 3 upon becoming Chief Financial Officer and a Form 4 in connection with a
stock option grant.
11
Compensation of Executive Officers
The following table sets forth all compensation awarded to, earned by or
paid to each of the Company's current or former executive officers named below
(the "Named Individuals") for the Company's fiscal periods as specified below:
Long Term All Other
Annual Compensation Compensation Compensation
Name and Year Ended Other Annual
Principal December 31, Bonus Compensation (1) Options/SARs
Position Salary
Bradley C. Albrechtsen 2004 $265,000 --- --- 50,000 ---
President and Chief 2003 $220,000 --- --- --- ---
Executive Officer 2002 $220,000 --- --- --- $3,600 (2)
Joseph W. Hansen 2004 $135,944 --- $3,683 (4) 10,000 ---
Former Chief Financial
Officer (3)
Mark D. Andersen 2004 $182,043 $11,250 --- 10,000 $3,593 (6)
Former Chief Financial 2003 $159,998 $1,000 --- --- $3,254 (6)
Officer (5) 2002 $143,228 --- --- --- $5,422 (6)
Jonathan C. Corn 2004 $212,000 --- --- 10,000 ---
Vice President/General 2003 $212,000 --- --- --- ---
Counsel 2002 $200,000 --- --- --- ---
Robert B. Lee (7) 2004 $79,345 $224,090 --- --- ---
2003 $200,000 --- --- --- ---
2002 $210,000 --- --- --- ---
(1) Except as may be indicated below, 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) Represents the annual premium paid pursuant to the Company's SERP
Deferred Compensation Plan.
(3) Mr. Hansen joined the Company as Chief Financial Officer in April 2004
and resigned in May 2005.
(4) Represents reimbursement for relocation expenses.
(5) Mr. Andersen served as the Company's Chief Financial Officer from
October 2001 through April 2004, after which time Mr. Andersen became
Executive Vice President of the Company's Country Coach, Inc.
subsidiary.
(6) Represents the amounts of the Company's matching contribution under
the Country Coach 401(k) plan.
(7) Mr. Lee, a director of the Company, retired as an executive officer of
the Company in February 2004, after which he became a consultant to
the Company pursuant to the consulting arrangement described below
under "Employment and Consulting Agreements".
Compensation Committee Interlock and Insider Participation
Compensation decisions during the fiscal year ended December 31, 2004 were
made by the Company's Compensation Committee and by the Board of Directors,
which included Bradley C. Albrechtsen, President and Chief Executive Officer of
the Company. Mr. Albrechtsen did not participate in Board deliberations or
voting concerning his compensation. No executive officer of the Company serves
on the board of directors or compensation committee of any entity that has one
or more executive officers serving on the Company's Board of Directors. No
member of the Compensation Committee is, or ever has been, an employee or
officer of the Company.
12
Employment Agreements
Thomas J. Martini, the Company's Chief Financial Officer, is a party to an
employment agreement with the Company dated March 16, 2004 entered into at the
time Mr. Martini was hired as the Company's Treasurer. Mr. Martini was appointed
Chief Financial Officer in May 2005 following the resignation of the Company's
then Chief Financial Officer. This agreement provides for an employment at-will
arrangement and can be terminated by the Company or Mr. Martini at any time.
Effective with his appointment as Chief Financial Officer, Mr. Martini's salary
was adjusted to $200,000 per year. Under the agreement, Mr. Martini is entitled
to certain standard employee benefits pursuant to such agreement.
Joseph W. Hansen, the Company's former Chief Financial Officer, was a party
to an employment agreement with the Company dated April 30, 2004. This agreement
provided for an employment at-will arrangement and could be terminated by the
Company or Mr. Hansen at any time. Under Mr. Hansen's agreement, he served as
the Company's Chief Financial Officer with a base salary of $200,000 per year.
Under the agreement, the Company granted Mr. Hansen an option to purchase 10,000
shares of the Company's common stock. Mr. Hansen was also entitled to certain
employee benefits pursuant to such agreement.
Jonathan C. Corn, the Company's Vice President - General Counsel, is a
party to an employment agreement with the Company dated November 5, 2001. This
agreement provides for an employment at-will arrangement and can be terminated
by the Company or Mr. Corn at any time. Under Mr. Corn's agreement, he serves as
the Company's General Counsel.
In February 2004, Robert B. Lee retired as chief executive officer of the
Company's Country Coach subsidiary. In connection with Mr. Lee's retirement from
such executive position, Mr. Lee entered into a consulting agreement with
Country Coach, pursuant to which Mr. Lee agreed to assist Country Coach as a
consultant. Mr. Lee's responsibilities included assisting Country Coach in the
evaluation and testing of Country Coach's products. In 2004, Mr. Lee was paid a
fee of $5,000 per month and also received a bonus of $224,090 pursuant to a
provision entitling Mr. Lee to a bonus based on the operating profits of Country
Coach in 2004. Mr. Lee's consulting agreement was also in effect from January
2005 through the date of the agreement's termination in May 2005, during which
time Mr. Lee received a consulting fee of $5,000 per month. Effective with the
termination of Mr. Lee's consulting agreement in May 2005, Mr. Lee ceased being
a consultant to the Company, but he remains a member of the Company's Board of
Directors.
Other than the agreements described above, the Company is not presently a
party to an employment or consulting agreement with any of its executive
officers nor were any such agreements in effect during the fiscal year ended
December 31, 2004.
13
Stock Option Plans
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 40,833 shares were subject to
outstanding options as of December 31, 2004. 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, 2004, no options were granted under the 1995
Option Plan.
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
172,500 shares were subject to outstanding options as of December 31, 2004. 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,
2004, 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
318,750 shares were subject to outstanding options as of December 31, 2004. 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, 2004, no options were granted under the 1997 Option
Plan.
14
1999 Stock Option Plan
The Company's Board of Directors adopted and approved the 1999 Stock Option
Plan in April 1999 and the amended and restated 1999 Stock Option Plan in April
2000 and again in April 2001 (together, 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 1,150,000 shares of Common Stock, of which
585,796 shares were subject to outstanding options as of December 31, 2004. 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, 2004, 260,500 options were granted under the 1999 Option Plan.
15
Options Granted During Fiscal Year Ended December 31, 2004
The following table sets forth certain information concerning options
granted during the fiscal year ended December 31, 2004 to the Named Individuals.
Potential realizable
value at assumed annual
rates of stock price
Individual Grants appreciation for
option term (1)
Percent of total Exercise
options/SARs or base
Name Options granted to price
Granted employees in ($/Sh) Expiration date 5% ($) 10% ($)
fiscal year (2)
Bradley C. Albrechtsen 50,000 19.2% 9.50 2/14/14 298,725 757,028
Joseph W. Hansen 10,000 3.8% 12.495 5/17/14 78,580 199,138
Mark D. Andersen 10,000 3.8% 9.50 2/14/14 59,745 151,406
Jonathan C. Corn 10,000 3.8% 9.50 2/14/14 59,745 151,406
Robert B. Lee 0 --- --- --- --- ---
(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 during the year ended December 31, 2004. 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.
Option Values
The following table sets forth, as of December 31, 2004, the number of
options and the value of exercised and unexercised options held by the Named
Individuals.
Value of Unexercised
Number of Unexercised Options in-the-money Options at
at December 31, December 31, 2004 ($)
2004 (1)
------------------------------- --------------------------------
Shares Value
Name Acquired in Realized ($) Exercisable Unexercisable Exercisable Unexercisable
Exercise (#)
-------------------------- --------------- --------------- -------------- ---------------- -------------- -----------------
Bradley C. Albrechtsen 0 0 45,667 33,333 17,987 4,333
Joseph W. Hansen 0 0 0 10,000 0 0
Mark D. Andersen 0 0 23,084 6,666 8,908 867
Jonathan C. Corn 0 0 3,334 6,666 433 867
Robert B. Lee 0 0 35,000 0 22,600 0
(1) On December 31, 2004, the last trading day of the year 2004, the last reported sales price for the Common Stock
on the New York Stock Exchange was $9.63.
16
Equity Compensation Plan Information
The following table summarizes the Company's equity compensation plan
information as of December 31, 2004. Information is included for both equity
compensation plans approved by the Company's stockholders and equity
compensation plans not approved by the Company's Stockholders.
(a) Common shares to (b) (c) Common shares
be issued upon Weighted-average available for future
exercise of exercise price of issuance under equity
outstanding options, outstanding compensation plans
warrants, options, warrants, (excluding securities
Plan Category and rights and rights reflected in column (a))
Equity compensation plans approved by Company 1,117,879 $ 6.29 858,226
stockholders (1)
Equity compensation plans not approved by 16,500 10.14
Company stockholders (2) -
Totals: 1,134,379 $ 10.08 858,226
(1) Please see "Management of the Company - Stock Option Plans" for a
description of these plans.
(2) The only outstanding options not previously approved by the Company's
stockholders were granted in September 1995 and October 1996 pursuant
to separate stock option agreements with several directors and
employees of the Company at exercise prices of $3.75 and $9.33,
respectively. Such options had terms of 5 or 10 years.
Compensation Committee Report on Executive Compensation
The Compensation Committee continued in 2004 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 and are independent directors under the rules of
the NYSE.
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. For each of the three years ended 2001, 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 for
those years. As part of its annual engagement, Mercer presented a report to the
Compensation Committee 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. The Compensation Committee relied on,
among other factors, Mercer's prior reports in setting compensation levels in
2004 as well as the compensation philosophy contained therein.
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. Individual salaries may be higher or lower, based on the qualifications
17
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 those factors. 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. In the past,
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
and a comparison with the operating results of the Company's peer group, a
person's responsibility level and other performance targets.
Historically, during periods of strong operating performance by the Company
compared to its peer group, based upon the recommendation of the Compensation
Committee, the Company has positioned salaries, together with target bonuses and
stock options, at median compensation levels for comparable positions and
responsibilities in the peer group. During the past three fiscal years, periods
of weak relative operating performance, as a result of the Compensation
Committee's compensation philosophy, the Company positioned total compensation
at or near the bottom of its peer group.
The Compensation Committee uses the same factors and criteria described
above for compensation decisions regarding the Chief Executive Officer, Bradley
C. Albrechtsen. During 2004, Mr. Albrechtsen received a base salary of $265,000.
In light of the Company's negative operating performance during 2004, no bonus
was awarded to Mr. Albrechtsen. In 2004, Mr. Albrechtsen was awarded options to
purchase 50,000 shares of the Company's Common Stock.
The Company established the 1995 Stock Option Plan, 1996 Stock Option Plan
and 1999 Stock Option Plan, which are administered by the Compensation
Committee, and the 1997 Stock Option Plan, which is 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.
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
Doy B. Henley
Gregory McCaffery
James B. Roszak
18
Report of the Audit Committee
The Audit Committee members are Doy B. Henley, Gregory McCaffery and James
B. Roszak. The Audit Committee assists the Board of Directors in monitoring the
integrity of the Company's financial statements, the Company's compliance with
legal requirements and the Company's internal and external auditors.
The Audit Committee has reviewed and discussed the Company's audited
consolidated balance sheets as of December 31, 2004 and 2003 and consolidated
statements of income, cash flows and stockholders' equity for the three years
ended December 31, 2004 with the Company's management. The Audit Committee has
discussed with PricewaterhouseCoopers LLP, the Company's independent auditors
for the year ended December 31, 2004, the matters required to be discussed by
Statement Auditing Standards No. 61 (concerning the accounting methods used in
the financial statements).
The Audit Committee has also received and reviewed written disclosures and
the letter from PricewaterhouseCoopers LLP required by Independent Standards
Board No. 1 (concerning matters that may affect an auditor's independence) and
has discussed with PricewaterhouseCoopers LLP their independence. Based on the
foregoing review and discussions, the Audit Committee recommended to the Board
of Directors that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2004 for filing with
the Securities and Exchange Commission.
AUDIT COMMITTEE
Doy B. Henley
Gregory McCaffery
James B. Roszak
Certain Relationships and Related Party Transactions
Mr. Robert B. Lee, currently a director of the Company and formerly also an
executive officer of the Company, is a partner in a joint venture which is a
party to a lease agreement with Country Coach. Pursuant to the agreement,
Country Coach leases from the joint venture a parcel of property constituting a
majority of Country Coach's manufacturing facilities. During the year ended
December 31, 2004, the Company paid $1.35 million under the lease agreement. The
lease agreement calls for future payments totaling approximately $1.1 million
through October 31, 2005. In addition, the Company has a five-year renewal
option on this lease agreement.
Heller Ehrman LLP, a law firm in which Mr. Stephen M. Davis, the Secretary
of the Company and a director through June 2004, is a shareholder, performed
legal services for the Company for which it collected fees of approximately
$200,000 in the year ended December 31, 2004.
19
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 six companies. The graph
assumes $100 invested on December 31, 1999 in the Company and in each of the
indices. The performance shown in the graph is not necessarily indicative of
future performance.
Graph Omitted
LEGEND
Symbol CRSP Total Returns Index for: 12/1999 12/2000 12/2001 12/2002 12/2003 12/2004
National R.V. Holdings, Inc. 100.00 60.1 50.9 31.1 51.7 50.0
NYSE/AMEX/Nasdaq Stock Market
(US Companies) 100.00 88.7 79.2 62.9 82.9 93.1
Self-Determined Peer Group 100.00 69.2 115.8 126.8 193.3 225.7
Companies in the Self-Determined Peer Group
COACHMEN INDUSTRIES INC. FLEETWOOD ENTERPRISES INC.
MONACO COACH CORP. SKYLINE CORP.
THOR INDUSTRIES INC. WINNEBAGO INDUSTRIES INC.
Notes:
A. The lines represent monthly index levels dervied from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading day,
the preceding trading day is used.
D. The index level for all series was set to $100.0 on 12/31/1999.
20
VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
The following table set forth as of October 15, 2005 the number and
percentage of shares of Common Stock held by (i) each of the executive officers,
directors and nominees 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:
Common Stock Percentage of
Beneficial Owned(1) Outstanding
Owner
Bradley C. Albrechtsen (2) 36,579 *
Joseph W. Hansen (3) 0 *
Jonathan C. Corn (4) 3,333 *
Mark D. Andersen (5) 17,437 *
Doy B. Henley (6) 9,000 *
Robert B. Lee (7) 562,906 5.4%
Gregory McCaffery (8) 9,162 *
James B. Roszak 5,000 *
FMR Group (9) 1,035,000 10.0%
Bryant R. Riley (10) 838,100 8.1%
Dimensional Fund Advisors Inc. (11) 735,600 7.1%
Brandes Investment Partners, LP (12) 696,850 6.7%
Gary N. Siegler (13) 690,470 6.4%
Muhlenkamp & Company, Inc. (14) 519,000 5.0%
All executive officers and directors as a group 627,647 6.0%
(7 in number) (15)
__________________
* 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 31,667 shares underlying outstanding options exercisable
immediately or within 60 days.
21
(3) In May 2005, Mr. Hansen resigned as the Company's Chief Financial
Officer.
(4) Includes 3,333 shares underlying outstanding option exercisable
immediately or within 60 days.
(5) Includes 15,583 shares underlying outstanding option exercisable
immediately or within 60 days and 150 shares owned by Mr. Andersen's
wife.
(6) Includes 8,000 shares underlying outstanding options exercisable
immediately or within 60 days.
(7) Includes 15,000 shares underlying options exercisable immediately or
within 60 days. Also, includes 136,870 shares of Common Stock owned by
Mr. Lee's wife, Mrs. Terry N. Lee, for which Mr. Lee disclaims
beneficial ownership.
(8) Includes 8,000 shares underlying outstanding options exercisable
immediately or within 60 days.
(9) As reported in an Amendment No. 4 to Schedule 13G filed with the SEC
on behalf of FMR Group and certain affiliated parties on February 14,
2005.
(10) As reported in a Schedule 13G filed with the SEC by Bryant R. Riley
and certain affiliated parties on August 23, 2005.
(11) As reported in an Amendment No. 4 to Schedule 13G filed with the SEC
by Dimensional Fund Advisors Inc. on February 9, 2005.
(12) As reported in Amendment No. 2 to Schedule 13G filed with the SEC by
Brandes Investment Partners, LP and certain affiliated parties on
February 14, 2005.
(13) As reported in an Amendment No. 18 to Schedule 13D filed with the SEC
on January 4, 2002. Includes (i) 514,044 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) 143,274 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. Also, reflects the exercise by Mr.
Siegler in 2004 of options to acquire 56,669 shares of Common Stock
and the expiration in 2004 of certain options held by Mr. Siegler.
(14) As reported in a Schedule 13G filed with the SEC on behalf of
Muhlenkamp & Company, Inc. on June 6, 2005.
(15) Includes the shares underlying stock options reported in notes 2, 4,
6, 7 and 8 above, as well as 1,667 shares underlying outstanding
options held by Thomas J. Martini who was appointed Chief Financial
Officer in May 2005.
22
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,
2004 and certain other related financial and business information of the Company
are contained in the Company's 2004 Annual Report to Stockholders being mailed
by the Company to its stockholders with this Proxy Statement.
STOCKHOLDER PROPOSALS FOR 2006 ANNUAL MEETING
Any proposal which an eligible stockholder wishes to include in the proxy
or information statement for the 2006 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 December 31, 2005.
By Order of the Board of Directors
/s/ STEPHEN M. DAVIS
Stephen M. Davis
Secretary
Dated: November 9, 2005
23
NATIONAL R.V. HOLDINGS, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 9, 2005
The undersigned hereby appoints Bradley C. Albrechtsen and Thomas J.
Martini 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,
December 9, 2005 at 9:00 a.m., Pacific Daylight Time, at 2050 South Lyon Street,
Santa Ana, California 92705, 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
nominee to serve as AUTHORITY
Class I Director until FOR to vote
the 2008 Annual Meeting of the for the
Stockholders. nominee nominee
[ ] [ ]
NOMINEE: Bradley C. Albrechtsen
2. Proposal to ratify and
approve the selection by the
Board of Directors of
Swenson Advisors, LLP FOR AGAINST ABSTAIN
as the Company's independent [ ] [ ] [ ]
public accountants for the fiscal
year to end December 31, 2005.
3. 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 the nominee for Director in Item 1 and
"FOR" Item 2 and the proxies will use their discretion with respect to any
matters referred to in Item 3.
The undersigned stockholder(s) acknowledges receipt of an accompanying
Notice of Annual Meeting of Stockholders and accompanying Proxy Statement dated
December 9, 2005.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Dated: , 2005
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