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) December 20, 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))
Item 1.01. Entry into a Material Definitive Agreement
On December 27, 2006, National R.V. Holdings, Inc. (the "Company"), following
the termination of its agreement with Warrior Holdings, Inc. discussed in Item
1.02 below, executed a Purchase and Sale Agreement (the "Agreement") with First
Industrial Acquisitions, Inc. ("First Industrial"). Subject to the terms and
conditions of the Agreement, the Company agreed to sell its Perris, California
real property (the "Property") to First Industrial for a purchase price of
$31.75 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 First Industrial during a review period expiring
February 9, 2007. 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 February 15, 2007. Pursuant to the
Agreement, First Industrial agreed to place a $250,000 deposit into escrow
within two days of executing the Agreement and an additional $750,000 upon the
expiration of the due diligence review period. The matters discussed in Item
1.02 herein are also incorporated by reference into this Item 1.01.
Item 1.02. Termination of a Material Definitive Agreement
On December 20, 2006, the Company received notice from Warrior Holdings, Inc.
("Warrior") that Warrior was terminating the Purchase and Sale Agreement dated
as of November 22, 2006 (the "Warrior Agreement") between the Company and
Warrior. The Warrior Agreement provided for a sale and leaseback transaction
between the Company and Warrior with respect to the Company's Perris, California
real property, and was previously disclosed in the Company's Form 8-K dated
November 22, 2006 filed with the Securities and Exchange Commission on November
27, 2006. The Warrior Agreement had been amended, among other things, to extend
to December 21, 2006 the date by which Warrior was required to tender an
additional deposit and to add certain additional closing conditions, including
the receipt by Warrior of a lending commitment from a third party lender to
finance Warrior's purchase of the property under the Agreement. Pursuant to the
Warrior Agreement, Warrior had the right to terminate the Warrior Agreement by
December 21, 2006 without liability if certain conditions were not satisfied by
such date. Due to Warrior's inability to obtain a lender's financing commitment
by December 21, 2006, Warrior notified the Company that it would be terminating
the Warrior Agreement, which entitled Warrior to the return of its initial $1.5
million deposit.
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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/ Bradley C. Albrechtsen
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Bradley C. Albrechtsen
Chief Executive Officer
Date: December 27, 2006
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