SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
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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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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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 June 3, 2002
The Board of Directors of National R.V. Holdings, Inc., a
Delaware corporation (the "Company"), hereby gives notice that the 2002 Annual
Meeting of Stockholders of the Company will be held on Monday, June 3, 2002, at
9:00 a.m., Pacific Standard Time, at the Company's headquarters located at 3411
N. Perris Boulevard, Perris, California 92571 for the following purposes:
1. To elect two persons to serve on the Company's Board of
Directors as Class I Directors until the 2005 Annual Meeting
of Stockholders or until their successors are duly elected and
qualified as provided in the Company's By-laws.
2. To ratify the selection by the Board of Directors of
PricewaterhouseCoopers LLP, as the Company's independent
public accountants for the fiscal year ending December 31,
2002.
3. To transact such other and further business as may p
roperly come before the meeting or any adjournment(s) thereof.
Stockholders of record at the close of business on April 15,
2002 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
Stephen M. Davis, Secretary
April 30, 2002
NATIONAL R.V. HOLDINGS, INC.
3411 N. PERRIS BOULEVARD
PERRIS, CALIFORNIA 92571
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON JUNE 3, 2002
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 2002 Annual Meeting of
Stockholders (the "Annual Meeting") of the Company to be held on Monday, June 3,
2002, at 9:00 a.m., Pacific Standard Time, at the Company's headquarters located
at 3411 N. Perris Boulevard, Perris, California 92571, and at any adjournments
thereof. This Proxy Statement and the enclosed proxy are first being sent to
stockholders on or about April 30, 2002.
The close of business on April 15, 2002 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 9,720,155 shares of Common Stock
outstanding and approximately 79 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 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
persons named under "Election of Directors," and FOR the ratification of the
selection of PricewaterhouseCoopers LLP, as the Company's independent 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 consists of seven 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 two
Class I Directors to serve until the Annual Meeting of Stockholders to be held
in 2005 and until their successors are elected and qualified.
Nominees for Class I Director
Bradley C. Albrechtsen and Wayne M. Mertes, incumbent Class I
Directors, have been nominated by management for reelection to the Board of
Directors as Class I Directors at the Annual Meeting and have consented to serve
as such, if elected. Certain information regarding these nominees 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 nominees or to withhold authority
to vote for such nominees. Abstentions with respect to the election of the
nominees for Class I Directors 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 Bradley C. Albrechtsen and Wayne M. Mertes to serve as
Class I Directors of the Company. Messrs. Albrechtsen and Mertes, who currently
serve as Directors, have consented to be named in this Proxy Statement and to
continue to serve if elected. Management does not contemplate or foresee that
the nominees 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 nominees for Class I Directors set forth above.
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
ITEM 2 -- RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the firm of
PricewaterhouseCoopers LLP, as the Company's independent public accountants for
the fiscal year ending December 31, 2002. Although the selection of auditors
does not require ratification, the Board has directed that the appointment of
PricewaterhouseCoopers LLP 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
PricewaterhouseCoopers 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. In
addition to audit services, PricewaterhouseCoopers LLP also provided certain
non-audit services to the Company in 2001. The Audit Committee has considered
whether the provision of these additional services is compatible with
maintaining the independence of PricewaterhouseCoopers LLP. The following table
sets forth the fees incurred by the Company for the services of
PricewaterhouseCoopers LLP in 2001.
Financial Information Systems
Audit Fees Design and Implementation Fees All Other Fees
$122,000 $0 $5,000
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 public accountants.
Abstentions and broker non-votes will have no effect on the vote for the
ratification of the selection of the independent public accountants.
Board Recommendation
The Board of Directors recommends that stockholders vote FOR
ratification of the selection of PricewaterhouseCoopers LLP, as the Company's
independent public accountants for the fiscal year ending December 31, 2002.
MANAGEMENT OF THE COMPANY
The executive officers and directors of the Company are as
follows:
Name Age Position
Doy B. Henley 72 Chairman of the Board(1)(2)
Bradley C. Albrechtsen 39 President, Chief Executive Officer and
Director
Stephen M. Davis 48 Director and Secretary(2)
Neil H. Koffler 35 Director(1)
Robert B. Lee 63 Director
Greg McCaffery 49 Director(1)(2)
Wayne M. Mertes 65 Director
Mark D. Andersen 43 Chief Financial Officer, Treasurer
and Assistant Secretary
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(1) Member of the Audit Committee.
(2) Member of the Compensation 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 2003. Mr. Henley is chief
executive officer of Bruce 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.
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).
STEPHEN M. DAVIS. Mr. Davis has been a director and Secretary of the
Company since August 1993 and Assistant Secretary and Assistant Treasurer from
May 1989 to August 1993. Mr. Davis is a Class II director whose term expires in
2004. For more than the last five years, Mr. Davis has been a shareholder of the
law firm Heller Ehrman White & McAuliffe LLP and a partner in its predecessor
firm.
NEIL H. KOFFLER. Mr. Koffler has been a director of the Company since
August 1993. He is a Class III director whose term expires in 2003. Since June
1989, Mr. Koffler has been a member or executive officer of SC Fundamental LLC,
a New York-based investment management firm, and its predecessors.
ROBERT B. LEE. Mr. Lee has been a director of the Company since November
1996, President and Chief Operating Officer 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 2004. Mr. Lee founded the Company's Country
Coach, Inc. subsidiary ("CCI") in 1973 and served as Chairman and Chief
Executive Officer of CCI from 1973 to July 2000. Mr. Lee served as a consultant
to the Company from September 2001 to December 31, 2001, and also served in that
role from July 2000 to March 2001.
GREG McCAFFERY. Mr. McCaffery has been a director of the Company since
February 1998. Mr. McCaffery is a Class II director whose term expires in 2004.
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.
WAYNE M. MERTES. Mr. Mertes has been a director of the Company since
October 1991, Chief Executive Officer from August 1993 to March 2001, President
from August 1993 to April 2001 and co-Chief Executive Officer from March 2001 to
April 2001. From April 2001 to September 2001, Mr. Mertes was President and
Chief Executive Officer of National R.V., Inc., the Company's wholly-owned
operating subsidiary ("NRV"). Mr. Mertes is a Class I director whose term
expires at the Annual Meeting. See "Election of Directors - Nominees for Class I
Director." Mr. Mertes co-founded the predecessor of NRV in 1964 under the name
Dolphin Trailer Company and continuously served as an executive officer of such
predecessor and, subsequently, NRV since such time through July 1999 and from
April 2001 to September 2001. From September 2001 to December 31, 2001, Mr.
Mertes served as a consultant to the Company.
MARK D. ANDERSEN. Mr. Andersen has been Chief Financial Officer, Treasurer
and Secretary of the Company since October 2001. Mr. Andersen served as Senior
Vice-President and Controller of CCI from November 2000 to October 2001 and as
Controller of CCI from February 1992 to November 2000. Mr. Andersen is a
certified public accountant.
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. Outside directors (directors
excluding Messrs. Albrechtsen, Lee and Mertes) receive an annual director
retainer of $15,000 and an in-person per meeting fee of $500. Messrs.
Albrechtsen, Lee and Mertes do not receive any additional compensation for
acting as directors. Directors are also entitled to receive reimbursement for
traveling costs and other out-of-pocket expenses incurred in attending Board
meetings. During the year ended December 31, 2001, the Board of Directors held
ten meetings. All incumbent directors attended at least 90% 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 of Directors has established an Audit Committee,
currently consisting of Messrs. Koffler, Henley and McCaffery. The Audit
Committee reviews the performance of the independent accountants as auditors for
the Company, discusses and reviews the scope of the prospective annual audit and
reviews the results with the auditors. The Audit Committee held two formal
meetings during the year ended December 31, 2001, though Mr. Koffler, as
Chairman of the Audit Committee, reported to the other committee members from
time to time during 2001 following his quarterly review and discussion of the
Company's quarterly financial statements with the Company's independent public
accountants. The Company also has a Compensation Committee, consisting of
Messrs. Davis, Henley and McCaffery, which reviews and makes 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
Compensation Committee held five meetings during the year ended December 31,
2001. The Company does not have a standing nominating committee.
Pursuant to the Company's Bylaws, officers of the Company hold
office until the first meeting of directors following the next annual meeting of
stockholders and until their successors are chosen and qualified. It is
anticipated that immediately following the Annual Meeting, the Board of
Directors elected at the Annual Meeting will hold the 2002 Annual Meeting of the
Board of Directors. At such meeting, it is anticipated that the current officers
of the Company will be re-elected to serve in the capacities set forth above
until the next Annual Meeting of the Board of Directors or until their
respective successors are duly elected and qualified.
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, 2001, all
filing requirements applicable to its officers and directors were complied with
by such individuals, except that a Form 3 was inadvertently filed late for Mark
D. Andersen
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 Position December 31, Salary Bonus Compensation(1) Options/SARs
Bradley C. Albrechtsen 2001 $142,000 --- --- 15,000 ---
President and Chief 2000 $130,000 $52,650 --- 14,000 ---
Executive Officer (2) 1999 $104,000 $31,000 --- 15,000 ---
Mark D. Andersen (3) 2001 $99,572 --- --- 12,250 ---
Chief Financial Officer
Wayne M. Mertes 2001 $283,400 --- --- --- ---
Former President and Chief 2000 $283,400 $207,000 --- 48,000 ---
Executive Officer (4) 1999 $260,000 $230,000 --- 50,000 ---
Robert B. Lee 2001 $210,000 --- --- 15,000 ---
Former President and Chief 2000 $210,000 --- --- 20,000 ---
Operating Officer (5) 1999 $200,000 $60,000 --- --- ---
Gary N. Siegler 2001 $175,260 --- --- 30,000 ---
Former Chairman and Chief 2000 $198,380 $144,900 --- 33,600 ---
Executive Officer (6) 1999 $156,000 $161,000 --- 35,000 ---
----------------------
(1) 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) Mr. Albrechtsen was appointed President and Chief Executive Officer in
September 2001 and was Chief Financial Officer from April 1999 to September
2001.
(3) Mr. Andersen was appointed Chief Financial Officer in October 2001, and was
Senior Vice President and Controller of CCI from November 2000 to October
2001.
(4) Mr. Mertes acted as President and Chief Executive Officer of the
Company during 1999 and 2000 and during 2001 through April 2001. From April
2001 to September 2001, Mr. Mertes was President and Chief Executive
Officer of NRV. Mr. Mertes retired from his executive positions in September
2001.
(5) Mr. Lee was the Company's co-Chief Executive Officer from March 2001 to
April 2001 and was President and Chief Operating Officer of the Company
from April 2001 to September 2001. Mr. Lee retired from his executive
positions in September 2001.
(6) Mr. Siegler was Chief Executive Officer from April 2001 to September
2001, at which time he resigned his executive position. Portions
of Mr. Siegler's salary and bonus earned for the fiscal years shown in the
table were paid to Mr. Siegler in the following fiscal year.
Compensation Committee Interlock and Insider Participation
Compensation decisions during the fiscal year ended December
31, 2001 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 since September 2001, and Wayne M. Mertes and Robert B.
Lee, both of whom were executive officers of the Company through September 2001.
Neither Mr. Albrechtsen, Mr. Mertes nor Mr. Lee participated in Board
deliberations or voting concerning their compensation, which had been
established by their respective employment agreements.
Employment Agreements
In August 1999, the Company entered into an employment
agreement with Bradley C. Albrechtsen, then the Company's Chief Financial
Officer and currently the Company's President and Chief Executive Officer. Mr.
Albrechtsen's employment agreement expired on December 31, 2001. Pursuant to the
agreement, Mr. Albrechtsen received an annual base salary of $142,000 for 2001.
In addition, the agreement provided that Mr. Albrechtsen would receive an annual
bonus based upon the attainment of certain financial targets for the Company up
to a maximum of 45% of his aggregate salary received from the Company for such
year.
The Company was also party to an employment agreement with Mr.
Mertes entered into in January 2000 (and subsequently amended in March 2001)
which expired on December 31, 2001. Pursuant to his employment agreement, as
amended, Mr. Mertes, formerly the Company's President and Chief Executive
Officer, received an annual salary of $283,400 in 2001 and did not receive any
bonus in 2001. Mr. Mertes retired from his executive positions in September
2001. Mr. Mertes remains a director of the Company and was a consultant to the
Company from September 2001 through December 31, 2001. In connection with Mr.
Mertes' prior employment agreement, the Company and Mr. Mertes entered into a
split dollar life insurance arrangement in October 1998 in which an insurance
policy in the face amount of $2,950,000 was taken out by the Company on the life
of Mr. Mertes. The Company has agreed to pay the annual premium thereof of not
greater than $150,000 per year for five years. The Company and Mr. Mertes have
agreed that the Company shall own the cash value of the policy and that the
Company will be entitled to withdraw from the policy $92,601 per annum until the
aggregate premiums paid by the Company to the insurance carrier are repaid to
the Company. To ensure the repayment of the aggregate premiums paid by Company,
the Company is entitled to receive from the policy's death benefits the greater
of the aggregate premiums not yet repaid and the then cash value of the policy.
In January 2000, CCI entered into an employment agreement with
Robert B. Lee, formerly the Company's President and Chief Operating Officer,
which expired on December 31, 2001. Mr. Lee retired from his executive positions
at the Company in September 2001. Mr. Lee remains a director of the Company and
was a consultant to the Company from September 2001 through December 31, 2001.
Pursuant to his employment agreement, Mr. Lee received an annual salary of
$210,000 in 2001 and did not receive any bonus in 2001.
Stock Option Plans
1993 Stock Option Plan
In August 1993, the Company adopted and approved the 1993
Stock Option Plan (the "August 1993 Plan"). The August 1993 Plan is designed to
serve as an incentive for retaining qualified and competent directors, employees
and consultants. The August 1993 Plan provides for the award of options to
purchase up to 450,000 shares of Common Stock, of which 200,800 were subject to
outstanding options as of December 31, 2001. The August 1993 Plan is
administered by the Compensation Committee of the Board of Directors. The
Compensation Committee has, subject to the provisions of the August 1993 Plan,
full authority to select Company individuals eligible to participate in the
August 1993 Plan, including officers, directors (whether or not employees) and
consultants. The August 1993 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 August 1993 Plan will have such vesting
schedules and expiration dates as the Compensation Committee shall establish in
connection with each participant in the August 1993 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, 2001, no options were granted under
the August 1993 Plan.
1993 Option Plan
In November 1993, the Company adopted and approved the 1993
Option Plan (the "November 1993 Plan"). The November 1993 Plan is designed to
serve as an incentive for retaining qualified and competent directors, employees
and consultants. The November 1993 Plan provides for the award of options to
purchase up to 348,750 shares of the Company's Common Stock, of which 101,250
were subject to outstanding options as of December 31, 2001. The November 1993
Plan is administered by the Company's Board of Directors, which has, subject to
the provisions of the November 1993 Plan, full authority to select Company
individuals eligible to participate in the November 1993 Plan, including
officers, directors (whether or not employees) and consultants. The November
1993 Plan provides for the awarding of incentive stock options (as defined in
Section 422 of the Code) and non-qualified stock options. Options granted
pursuant to the November 1993 Plan will have such vesting schedules and
expiration dates as the Board of Directors shall establish in connection with
each participant in the November 1993 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, 2001, no options were granted under the November
1993 Plan.
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 85,833 shares were
subject to outstanding options as of December 31, 2001. 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, 2001, 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
247,500 shares were subject to outstanding options as of December 31, 2001. 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,
2001, 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
607,793 shares were subject to outstanding options as of December 31, 2001. 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, 2001, no options were granted under the 1997 Option
Plan.
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 952,230 shares were subject to outstanding options as of
December 31, 2001. 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,
2001, 325,200 options were granted under the 1999 Option Plan.
Options Granted During Fiscal Year Ended December 31, 2001
The following table sets forth certain information concerning
options granted during the fiscal year ended December 31, 2001 to the Named
Individuals.
Potential realizable value
at assumed annual rates of
stock price appreciation for
Individual Grants option term (1)
---------------- ---------------
Percent of total
options/SARs Exercise or
granted to base price
Options employees in ($/Sh) Expiration
Name Granted fiscal year(2) date 5% ($) 10% ($)
---- ------- -------------- -------- -------- -------- --------
Bradley C. Albrechtsen 15,000 4.6% $12.825 7/27/06 53,150 117,447
Mark D. Andersen 12,250 3.8% $12,825 7/27/06 43,406 95,915
Wayne M. Mertes --- --- --- --- --- ---
Robert B. Lee 15,000 4.6% $12,825 7/27/06 53,150 117,447
Gary N. Siegler 30,000 9.2% $12,825 7/27/06 106,299 234,894
------------------
(1) The 5% and 10% assumed annual rates of appreciation are mandated by
rules of the Securities and Exchange Commission and do not reflect
estimates or projections of future Common Stock prices. There can be no
assurance that the amounts reflected in this table will be achieved.
(2) This percentage is based on the total number of options granted to the
Company's employees during the year ended December 31, 2001. All
options granted to the Named Individuals vest in three equal annual
installments on the first, second and third anniversaries of the date
of grant.
Option Values
The following table sets forth, as of December 31, 2001, the
number of options and the value of exercised and unexercised options held by the
Named Individuals.
Value of Unexercised
Number of Unexercised in-the-money Options at
Options at Dec. 31, 2001 Dec. 31, 2001($)(1)
---------------- -------------------
Shares
Acquired in Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
------------ ------------ ----------- ------------- ----------- -------------
Bradley C.
Albrechtsen 1,100 3,641 22,666 29,334 6,066 12,134
Mark D. Andersen 6,100 12,243 14,333 19,417 3,250 6,500
Wayne M. Mertes --- --- 491,833 48,667 1,480,885 41,600
Robert B. Lee --- --- 6,666 28,334 8,666 17,334
Gary N. Siegler 11,200 15,568 514,044 0 657,980 0
-------------------
(1) On December 31, 2001, the last trading day of the year 2001, the last
reported sales price for the Common Stock on the New York Stock Exchange
was $9.80.
Compensation Committee Report on Executive Compensation
The Compensation Committee (established by the Board of
Directors in May 1998) continued in 2001 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. Prior to the establishment of the Compensation Committee, the
full Board of Directors reviewed and made all decisions regarding the
compensation of the Company's executive officers and employees, based upon the
recommendations of the Company's executive officers.
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. 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.
Historically, the Company has positioned salaries, together with target bonuses
and stock options, at median compensation levels for comparable positions and
responsibilities in the market. Individual salaries may be higher or lower,
based on the qualifications 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 the factors described
above. 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. 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.
In 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 the year 2001. In July 2001, 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.
Compensation of Chief Executive Officer. In August 1999, the
Company entered into an employment agreement with Bradley C. Albrechtsen, then
the Company's Chief Financial Officer and currently the Company's President and
Chief Executive Officer. Pursuant to the agreement, Mr. Albrechtsen received an
annual base salary of $142,000 for 2001. In addition, the Company was required
to pay Mr. Albrechtsen an annual bonus based upon the attainment of certain
financial targets for the Company up to a maximum of 45% of his aggregate salary
received from the Company for such year. In light of the Company's negative
operating performance during 2001, no annual bonus was awarded to the Company's
executive officers, including Mr. Albrechtsen. See "Management of the Company --
Employment Agreements." In December 2001, the Compensation Committee agreed to
increase Mr. Albrechtsen's 2002 salary to $220,000, in recognition of Mr.
Albrechtsen's promotion from Chief Financial Officer to President and Chief
Executive Officer in 2001 and his accompanying added responsibilities, as well
as his significant efforts beginning in the fourth quarter of 2001 to reverse
the Company's negative operating performance. Mr. Albrechtsen was also awarded
options to purchase 15,000 shares of the Company's Common Stock during 2001. For
the reasons stated above, the Committee believes that Mr. Albrechtsen's increase
in compensation and this option award were appropriate.
The Company established the 1993 Stock Option Plan, 1995 Stock
Option Plan, 1996 Stock Option Plan and 1999 Stock Option Plan, which are
administered by the Compensation Committee, and the 1993 Option Plan and 1997
Stock Option Plan, which are 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. Option grants under the 1999 Stock
Option Plan were based on the recommendations of the Compensation Committee's
consultants, William M. Mercer, Incorporated. 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
Stephen M. Davis
Doy B. Henley
Greg McCaffery
Report of the Audit Committee
The Audit Committee members are Neil H. Koffler, Doy B. Henley and Greg
McCaffery. 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, 2001 and 2000 and consolidated
statements of income, cash flows and stockholders' equity for the three years
ended December 31, 2001 with the Company's management. The Audit Committee has
discussed with PricewaterhouseCoopers LLP, the Company's independent auditors,
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, 2001 for filing with
the Securities and Exchange Commission.
AUDIT COMMITTEE
Neil H. Koffler
Doy B. Henley
Greg McCaffery
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
seven companies. The graph assumes $100 invested on December 31, 1996 in the
Company and in each of the indices. The performance shown in the graph is not
necessarily indicative of future performance.
[Graph omitted]
[Values represented by the following table]
[LINE GRAPH]
CR5SP Total Returns Index for: 12/1996 12/1997 12/1998 12/1999 12/2000 12/2001
------------------------------ ------- ------- ------- ------- ------- -------
National R.V. Holdings, Inc. 100.00 224.8 264.1 197.4 118.6 100.5
NYSE/AMEX /Nasdaq Stock
Market (U.S. Companies) 100.00 130.9 161.5 202.4 179.4 160.3
Self-Determined Peer Group 100.00 131.1 141.0 123.5 83.7 138.8
Companies in the Self-Determined Peer Group
COACHMEN INDUSTRIES INC FLEETWOOD ENTERPRISES INC
MONACO COACH CORP REXHALL INDUSTRIES INC
THOR INDUSTRIES INC WINNEBAGO INDUSTRIES INC
NOTES:
A. The lines represent monthly index levels derived 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 12/31/1996.
Certain Relationships and Related Party Transactions
Mr. Robert B. Lee, currently a director of the Company and
formerly an executive officer of the Company, is a partner in a joint venture
which is a party to a lease agreement with the Company's CCI subsidiary.
Pursuant to the agreement, CCI leases from the joint venture a parcel of
property constituting a majority of CCI's manufacturing facilities. During the
year ended December 31, 2001, the Company paid $1.27 million under the lease
agreement. The lease agreement calls for future payments totaling approximately
$5.0 million through October 31, 2005.
Heller Ehrman White & McAuliffe LLP, a law firm in which Mr.
Stephen M. Davis, the Secretary and a director of the Company, is a shareholder,
performed legal services for the Company for which it was paid fees of $199,000
for the year ended December 31, 2001.
VOTING SECURITIES AND
PRINCIPAL HOLDERS THEREOF
The following table set forth as of April 1, 2002 the number
and percentage of shares of Common Stock held by (i) each of the executive
officers and directors 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 Owner Owned(1) Outstanding
---------------- -------- -----------
Bradley C. Albrechtsen(2) 28,766 *
Mark D. Andersen(3) 16,650
Stephen M. Davis (4) 47,840 *
Doy B. Henley(5) 9,000 *
Neil H. Koffler (6) 64,286 *
Robert B. Lee (7) 417,702 4.3%
Greg McCaffery(8) 9,162 *
Wayne M. Mertes (9) 816,615 8.0%
Gary N. Siegler (10) 727,845 7.1%
FMR Group(11) 971,300 10.0%
Wellington Management Company LLP (12) 703,000 7.2%
Dimensional Fund Advisors Inc. (13) 655,700 6.7%
J. P. Morgan Chase & Co. (14) 580,375 6.0%
All executive officers and directors as a group (8 in 1,410,0211 13.6%
number) (2)(3)(4)(5)(6)(7)(8)(9)
---------------------
* 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 27,766 shares underlying outstanding options exercisable
immediately or within 60 days.
(3) Includes 16,650 shares underlying options exercisable immediately or
within 60 days and 150 shares owned by Mr. Andersen's wife.
(4) Includes 41,875 shares underlying outstanding options exercisable
immediately or within 60 days. Includes 60 shares owned by Mr.
Davis' son for which Mr. Davis disclaims beneficial ownership.
(5) Includes 8,000 shares underlying outstanding options exercisable
immediately or within 60 days.
(6) Includes 61,958 shares underlying outstanding options exercisable
immediately or within 60 days held by Mr. Koffler.
(7) Includes 6,666 shares underlying options exercisable immediately or
within 60 days. Excludes 152,470 shares of Common Stock owned by
Mr. Lee's wife, Mrs. Terry N. Lee, for which Mr. Lee disclaims
beneficial ownership. Mr. Lee's business address is c/o Country
Coach, Inc., 135 East First Street, Junction City, Oregon 97448.
(8) Includes 8,000 shares underlying outstanding options exercisable
immediately or within 60 days.
(9) Includes 508,500 shares underlying outstanding options exercisable
immediately or within 60 days and excludes 3,750 shares of Common
Stock owned by Mr. Mertes' wife, Mrs. Mamie M. Mertes, for which
Mr. Mertes disclaims beneficial ownership. Mr. Mertes' business
address is c/o National R.V., Inc., 3411 N. Perris Blvd., Perris,
California 92571.
(10) 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. Mr. Siegler's business address is c/o Siegler &
Co. Inc., 630 Fifth Avenue, New York, New York.
(11) As reported in a Schedule 13G filed with the SEC on behalf of FMR
Group and certain other parties on February 14, 2002.
(12) As reported in an Amendment No. 1 to Schedule 13G filed with the SEC
by Wellington Management Company LLP on February 12, 2002.
(13) As reported in an Amendment No. 1 to Schedule 13G filed with the SEC
by Dimensional Fund Advisors Inc. on February 12, 2002.
(14) As reported in an Amendment No. 1 to Schedule 13G filed with the
SEC by J. P. Morgan Chase & Co. on February 14, 2002.
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, 2001 and certain other related financial and business information
of the Company are contained in the Company's 2001 Annual Report to Stockholders
being mailed by the Company to its stockholders with this Proxy statement.
STOCKHOLDERS' PROPOSALS
Any proposal which an eligible stockholder wishes to include
in the proxy or information statement for the 2003 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, 2002.
By Order of the Board of Directors
Stephen M. Davis, Secretary
Dated: April 30, 2002
NATIONAL R.V. HOLDINGS, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 3, 2002
The undersigned hereby appoints Mark D. Andersen and Bradley C.
Albrechtsen 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 Monday,
June 3, 2002 at 9:00 a.m., Pacific Standard Time, at the Company's headquarters
located at 3411 N. Perris Boulevard, Perris, California 92571, 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
nominees to serve as AUTHORITY
Class I Directors until FOR to vote
the 2005 Annual Meeting of all for all
Stockholders. nominees nominees
[ ] [ ]
NOMINEES: Bradley C. Albrechtsen and Wayne M. Mertes
INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write that nominee's name in the space
provided below.
------------------------------------------------------------
2. Proposal to ratify and
approve the selection by the
Board of Directors of
PricewaterhouseCoopers LLP FOR AGAINST ABSTAIN
as the Company's independent [ ] [ ] [ ]
public accountants for the fiscal
year to end December 31, 2002.
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 all nominees for Directors 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
April 30, 2002.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Dated: , 2002
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
HELLER EHRMAN WHITE & McAULIFFE LLP
120 W. 45th Street
New York, New York 10036
April 30, 2002
VIA EDGAR
----------
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Attention: Filing Desk
Re: National R.V. Holdings, Inc.
Definitive Proxy Statement
Dear Ladies and Gentlemen:
On behalf of National R.V. Holdings, Inc., a Delaware
corporation (the "Company"), I enclose for filing with the Securities and
Exchange Commission (the "Commission") pursuant to Rule 14a-6(b) under the
Securities Exchange Act of 1934 (the "Exchange Act") a definitive copy of (1)
the Company's Proxy Statement relating to its 2002 Annual Meeting, (2) a Notice
of Annual Meeting and (3) the Proxy Card. No fee is required in connection with
this filing.
Pursuant to Rule 14a-6(d) under the Exchange Act, we hereby
advise you that the Company anticipates releasing definitive copies of the proxy
materials to its stockholders on or about April 30, 2002.
If we can respond to any comments or questions, please do not
hesitate to contact the undersigned or Stephen M. Davis of this firm, collect,
at (212) 832-8300.
Sincerely,
/s/ Peter DiIorio
Peter DiIorio
Enclosures