SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the fiscal years ended December 31, 1999 and 1998
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from ........ to .........
Commission file number: 0-22268
NATIONAL RV, INC. 401(K) PLAN
(Full title of the plan)
NATIONAL R.V. HOLDINGS, INC.
3411 N. Perris Blvd.
Perris, California 92571 (Name of issuer of the
securities held pursuant to the plan and the address of its
principal executive office)
NATIONAL RV, INC. 401(K) PLAN
Table of Contents
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Page
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Report of Independent Auditors .......................................... 3
Financial Statements:
Statement of Net Assets Available for Plan Benefits,
December 31, 1999 and 1998 (Modified Cash Basis) ...................... 4
Statement of Changes in Net Assets Available for Plan Benefits,
For the Year Ended December 31, 1999 (Modified Cash Basis) ............ 5
Notes to Financial Statements ........................................... 6 - 9
Supplemental Schedule:
Item 4i - Schedule of Assets Held for Investment Purposes at
December 31, 1999 ........................................... 10
Signature ............................................................... 11
2
Report of Independent Auditors
Board of Directors of
National RV, Inc.
We were engaged to audit the accompanying financial statements and schedule
(modified cash basis) of National RV, Inc. 401(k) Plan (the Plan) as of December
31, 1999 and 1998, and for the year then ended as listed in the accompanying
table of contents. These financial statements and schedule are the
responsibility of the Plan's management.
As permitted by Section 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, the Plan administrator instructed us not to perform, and
we did not perform, any auditing procedures with respect to the investment
information summarized in Note 6, which was certified by OppenheimerFunds, Inc.
and Investors Fiduciary Trust Company, agent for the Trustee and Trustee,
respectively, except for comparing such information with the related information
included in the financial statements (modified cash basis). We have been
informed by the Plan administrator that the agent for the Trustee and Trustee
hold the Plan's investment assets and execute investment transactions. The Plan
administrator has obtained a certification from the agent for the Trustee and
Trustee as of and for the year ended December 31, 1999 and 1998, that the
information provided to the Plan administrator by them is complete and accurate.
As described in Note 2, the Plan's policy is to prepare its financial statements
on a modified cash basis of accounting, which is a comprehensive basis of
accounting other than generally accepted accounting principles.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the accompanying financial
statements and schedule (modified cash basis) taken as a whole. The form and
content of the information included in the financial statements and schedule
(modified cash basis) for the year ended December 31, 1999, other than that
derived from the investment information certified by the agent for the Trustee
and Trustee, have been audited by us in accordance with generally accepted
auditing standards and, in our opinion, are presented in compliance with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974.
/s/SWENSON ADVISORS, LLP
------------------------
SWENSON ADVISORS, LLP
Temecula, California
October 13, 2000
3
NATIONAL RV, INC
401 (k) PLAN
Statement of Net Assets Available for Plan Benefits
(Modified Cash Basis)
December 31, 1999 and 1998
Assets
--------------
1999 1998
---------- ----------
Investments, at fair value:
Money market account $ 35,178 $ 5,556
Mutual funds 207,224 47,515
Employer securities 46,484 13,698
---------- ----------
Net assets available for plan benefits $ 288,886 $ 66,769
========== ==========
See Accompanying Notes and Report of Independent Auditors
4
NATIONAL RV, INC
401 (k) PLAN
Statement of Changes in Net Assets Available for Plan Benefits
(Modified Cash Basis)
For the Year Ended December 31, 1999
Addition to Net Assets Attributed To:
Investment income:
Interest income $ 871
Net realized and unrealized loss on investments (4,008)
----------
(3,137)
----------
Contributions
Participants 204,262
Employer 27,581
----------
231,843
----------
Total additions 228,706
----------
Deductions from Net Assets Attributed To:
Benefits paid to participants 6,589
----------
Total deductions 6,589
Net increase in net assets available for plan benefits 222,117
Net assets available for plan benefits at:
Beginning of year 66,769
End of year $ 288,886
==========
See Accompanying Notes and Report of Independent Auditors
5
NATIONAL RV, INC.
401(k) PLAN
Notes to Financial Statements
For the Years Ended December 31, 1999 and 1998
Note 1 - Description of Plan
The following description of the National RV, Inc. 401(k) Plan (the Plan)
is provided for general information purposes only. Participants should refer to
the Plan Agreement for more complete information.
General: The Plan, effective January 1, 1998, is a Section 401(k) pension
plan sponsored by National RV, Inc. (the Company and the Sponsor), covering all
full time employees of the Company. It is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA). Investors Bank and
Trust is the Plan Trustee, with OppenheimerFunds, Inc. and Investors Fiduciary
Trust Company as agent for the Trustee and Trustee, respectively. National RV,
Inc., the Plan administrator, has contracted with United Pensions Incorporated
for administration and management of the Plan. Employees who have reached the
age of 20 years and have completed one year of service with the Company are
eligible to participate in the Plan. Participation continues until retirement,
disability, termination of employment or death, at which time the participant's
account balance becomes payable. Certain expenses incurred in the administration
and management of the Plan are paid by the Company.
Effective January 1, 1999, the Plan was amended to include employees who
were transferred to National RV Holdings, Inc., an affiliated company. Only
National RV Holdings, Inc. employees who perform all of their service for or on
behalf of National RV, Inc. are eligible to become contributing participants.
Contributions: The Sponsor makes matching 401(k) contributions to the Plan
of 20% of the amount the participant contributes. However, no matching
contribution will be made in excess of 5% of the participants compensation. The
matching contributions begin after the participant has completed two years of
service. Participants may make contributions to the 401(k) Plan in an amount of
not more than 15% of their compensation, subject to maximum annual legal limits.
The Sponsor may also make nonelective contributions which will be allocated to
the participants in the ratio of the participant's compensation to the total
compensation of all participants
Vesting: Participants are immediately vested in their voluntary
contributions plus actual earnings and any employer matching contributions.
Payment of benefits: Upon termination of service, a participant may elect
to receive either a lump sum cash payment equal to the value of his or her
vested account, or installment payments. However, if the value of the vested
account is less that $5,000, the payment will be a lump sum payment equal to the
value of the vested amount.
Participant loans: The Plan does not permit participant loans.
Basis of accounting: The financial statements have been prepared under the
modified cash basis of accounting, which is a comprehensive basis of accounting
other than generally accepted accounting principles. All income and expense
items not described below are recognized when received or paid. Investments are
adjusted to fair market value quarterly.
Investments: The Plan's investments are stated at fair value. The net
increase or decrease in market value of investments is the difference between
market value and cost at the beginning and end of the Plan year.
6
NATIONAL RV, INC.
401(k) PLAN
Notes to Financial Statements
For the Years Ended December 31, 1999 and 1998
Note 2 - Summary of significant accounting policies
Contributions: Employer and employee 401(k) contributions are recognized in
the period in which the related compensation is earned.
Benefit obligations: The Plan does not accrue for benefits payable to
participants who have elected to withdraw from the Plan, but who were not paid
from the Plan as of December 31 of the Plan year.
Use of estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
Note 3 - Tax status
The Plan is in the process of obtaining a determination letter from the
Internal Revenue Service that the Plan is designed in accordance with the
applicable sections of the Internal Revenue Code. The Plan Administrator
believes that the Plan is designed in compliance with the applicable
requirements of the Internal Revenue Code and they believe it is currently being
operated in compliance with the applicable requirements of the Internal Revenue
Code.
Note 4 - Plan termination
Although the Company has not expressed any intent to do so, it has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
Note 5 - Investment options
Contributions may be directed by the participant to be invested in six
different investment vehicles or any combination thereof. Participants may elect
to change their investment options and transfer their account balances among the
different investment accounts at any time. The investment options vary in their
degree of risk and investment strategy. The accounts primarily have investments
in common stocks, bonds, short-term securities, and government securities. The
investment options discussed below are managed by OppenheimerFunds, Inc.
The investments are allocated to the following funds at the participant's
direction:
Cash Reserves - This money market fund invests in a variety of high-quality
money market investments to seek current income. Money market investments are
short-term, U.S. dollar-denominated debt instruments issued by the U. S.
government, domestic and foreign corporations, and financial institutions and
other entities. They include, for example, bank obligations, repurchase
agreements, commercial paper, other corporate debt obligations and government
debt obligations. These instruments must be rated in the highest credit-quality
category for short-term securities by nationally recognized rating services or
must be considered of comparable quality to rated securities.
7
NATIONAL RV, INC.
401(k) PLAN
Notes to Financial Statements
For the Years Ended December 31, 1999 and 1998
Note 5 - Investment options, continued
Quest Value Fund, Inc. - This fund seeks capital appreciation by investing
in common stocks of U.S. issuers that are believed to be undervalued in the
marketplace. The fund may also invest in other equity securities, such as
preferred stocks, warrants, and debt securities convertible into common stocks.
Under normal market conditions, the fund invests at least 75% of its total
assets in equity securities.
Total Return Fund, Inc. - This fund seeks high total return by investing
mainly in equity securities for the purpose of seeking capital appreciation or
debt securities to seek current income depending on economic conditions. The
fund will hold common stocks, preferred stocks, and securities convertible into
common stocks for capital appreciation. It will hold common stocks that pay
dividends or debt securities such as corporate bonds, notes, and debentures and
U.S. government securities for income. The equity investments of the fund are
primarily in medium and large capitalization issues of $2.5 billion or more.
Capital Income Fund - The primary objective of the fund is to seek current
income while conserving principal. A second objective is capital appreciation.
The fund normally invests 65% of its total assets in equity and fixed-income
securities that are expected to generate income. The fund mainly invests in
equity securities, such as dividend-paying common stocks, preferred stocks, and
securities convertible into common stock, of domestic and foreign issuers of
varying capitalization ranges. The fund also invests in corporate and government
bonds and debentures of domestic and foreign issuers.
High Yield Fund - The primary objective of the fund is to seek a high level
of current income by investing in a diversified portfolio of high-yield,
lower-rated fixed income securities that do not involve undue risk. Under normal
market conditions, the fund invests at least 80% of its total assets in
fixed-income securities and at least 65% of its total assets in high-yield,
lower grade fixed-income securities (junk bonds). The balance of the assets are
invested in debt securities, cash or cash equivalents, or common stock.
The participants also have the option to purchase common stock of National
R.V. Holdings, Inc., the sponsor of the plan.
The Plan's investment income is allocated in the same proportion that each
participant's account balance bears to the investment fund balance.
Note 6 - Information certified to the Plan
The following is a summary of the information included in the Plan's
financial statements that was prepared by OppenheimerFunds, Inc. and Investors
Fiduciary Trust Company and furnished to the Plan administrator. They have
certified that such information is complete and accurate.
8
NATIONAL RV, INC.
401 (k) PLAN
Notes to Financial Statements
For the Years Ended December 31, 1999 and 1998
Note 6 - Information certified to the Plan, continued
Assets available for Plan benefits at December 31, 1999 and 1998:
1999 1998
---------- ----------
Quest Value Fund $ 59,998 $ 14,869
High Yield Fund 30,449 5,845
Capital Income Fund 44,925 11,203
Total Return Fund 71,942 15,598
Cash Reserves 35,178 5,556
Employer Securities 46,484 13,698
---------- ----------
$ 288,976 $ 66,769
========== ==========
Each investment represents 5 percent or more of the Plan's net assets.
Additions to net assets for 1999 and 1998 are as follows:
Interest income $ 871 $ 37
========== ==========
Net realized and unrealized
(loss)/gain on investments $ (4,009) $ 4,307
========== ==========
9
NATIONAL RV, INC.
401(k) PLAN
Item 4i - Schedule of Assets Held for Investment Purposes
Identification Number: 33-0835022
Plan Number: 001
December 31, 1999
Identity of Issue, Description of Investment
Borrower or Similar Including Maturity date, Rate of Interest Current
Party Collateral, Par or Maturity Value Cost Value
--- ---------------------------- ----------------------------------------- -------- ---------
* OppenheimerFunds, Inc. Quest Value Fund $ ** $ 59,998
* OppenheimerFunds, Inc. High Yield Fund ** 30,449
* OppenheimerFunds, Inc. Capital Income Fund ** 44,925
* OppenheimerFunds, Inc. Total Return Fund ** 71,942
* OppenheimerFunds, Inc. Cash Reserves ** 35,178
* National R.V. Holdings, Inc. National R.V. Holdings, Inc. Stock ** 46,484
-------- ---------
Total Investments $ ** $ 288,976
======== =========
* A party-in-interest as defined by ERISA
** Cost data not provided
10
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
National R.V. Holdings, Inc. has duly caused this Annual Report to be signed by
the undersigned thereunto duly authorized.
NATIONAL RV, INC. 401(K) PLAN
Date: August 24, 2001 By /s/ BRADLEY C. ALBRECHTSEN
Bradley C. Albrechtsen
Plan Administrator
11