UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) November 22, 2006
NATIONAL R.V. HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-12085 33-0371079
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
3411 N. PERRIS BOULEVARD
PERRIS, CALIFORNIA 92571
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (951) 943-6007
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 22, 2006, National R.V. Holdings, Inc. (the "Company") executed a
Purchase and Sale Agreement (the "Agreement") with Warrior Holdings, Inc., the
owner of Weekend Warrior Trailers, Inc. (the "Buyer"). Subject to the terms and
conditions of the Agreement, the Company agreed to sell its Perris, California
real property (the "Property") to the Buyer for a purchase price of $33.5
million. At the closing contemplated by the Agreement, the Company will enter
into a triple-net lease for the Property for an initial term of ten years with
two five-year renewal options. The lease will provide for approximately $2.7
million in annual lease payments, increasing 3% annually. The Agreement provides
for customary closing conditions, including execution of a definitive lease
agreement reflecting the above terms, receipt of an acceptable title policy on
the Property, approval by the Company's Board of Directors and satisfactory due
diligence by the Buyer during a review period expiring December 18, 2006.
Subject to the satisfaction of the closing conditions specified in the
Agreement, the closing of the transactions contemplated by the Agreement are
scheduled to occur on or about December 21, 2006. Pursuant to the Agreement, the
Buyer agreed to place a $1.5 million deposit into escrow within two days of
executing the Agreement and an additional $1.5 million upon the expiration of
the due diligence review period. A copy of the Company's press release dated
November 22, 2006 announcing the execution of the Agreement is filed as Exhibit
99.1 hereto.
ITEM 9.01(C). FINANCIAL STATEMENTS AND EXHIBITS
99.1 Press release of the Company dated November 22, 2006.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
NATIONAL R.V. HOLDINGS, INC.
By: /s/ Thomas J. Martini
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Thomas J. Martini
Chief Financial Officer
Date: November 22, 2006
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