-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Puv1lCNBe8lbC84ZzUoroKtwr8f3jtDqXaJTvO7fQKaKLJPWWg6nviubV8Mp67yF Cc1U7w2FIrYAw9DArFH9Sw== 0000932799-06-000318.txt : 20061012 0000932799-06-000318.hdr.sgml : 20061012 20061012164905 ACCESSION NUMBER: 0000932799-06-000318 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061006 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061012 DATE AS OF CHANGE: 20061012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL RV HOLDINGS INC CENTRAL INDEX KEY: 0000910655 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 330371079 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12085 FILM NUMBER: 061142496 BUSINESS ADDRESS: STREET 1: 3411 N PERRIS BLVD CITY: PERRIS STATE: CA ZIP: 92571 BUSINESS PHONE: 9099436007 MAIL ADDRESS: STREET 1: 3411 N PERRIS BLVD CITY: PERRIS STATE: CA ZIP: 92571 8-K 1 form8k.txt 8-K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- 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) October 6, 2006 NATIONAL R.V. HOLDINGS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 001-12085 33-0371079 - ----------------------------- ----------------------- ------------------------ (State or other jurisdiction (Commission File No.) (I.R.S. Employer of incorporation) Identification No.) 3411 N. PERRIS BOULEVARD PERRIS, CALIFORNIA 92571 - -------------------------------------------------------------------------------- (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (951) 943-6007 --------------- 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 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING On October 11, 2006, National R.V. Holdings, Inc. (the "Company") announced that it intended to move the listing of its common stock to the NYSE Arca exchange ("NYSE Arca"). The Company's ticker symbol, NVH, will not change. The Company's common stock is scheduled to begin trading on NYSE Arca on Friday, October 13, 2006. The Company's Board of Directors approved the filing of an application to move the listing of its Common Stock to NYSE Arca on October 6, 2006. A copy of the Company's press release dated October 11, 2006 is filed as Exhibit 99.1 hereto and incorporated herein by reference. As originally reported in the Company's Form 8-K dated November 2, 2005, the Company no longer met the market capitalization and stockholders' equity continued listing criteria of the New York Stock Exchange (the "NYSE"). Because the Company was unable to regain compliance with such listing criteria, the Company made an application to move its listing to NYSE Arca. In connection with the foregoing, the Company received a letter from the NYSE on October 12, 2006 which specifies that an application had been submitted to the SEC to delist the common stock from the NYSE and that the Company's listing on the NYSE would be suspended on Friday, October 13, 2006, at which time the Company's common stock would begin trading on NYSE Arca. ITEM 9.01(C). FINANCIAL STATEMENTS AND EXHIBITS 99.1 Press release of the Company dated October 11, 2006. 2 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 ------------------------------- Thomas J. Martini Chief Financial Officer Date: October 12, 2006 3 EX-99 2 ex99-1.txt EX 99.1 OCTOBER 11, 2006 [GRAPHIC OMITTED] FOR IMMEDIATE RELEASE: CONTACT: Thomas J.Martini 800.322.6007 cfo@nrvh.com NATIONAL R.V. HOLDINGS TO MOVE LISTING TO THE NYSE ARCA EXCHANGE PERRIS, Calif., October 11, 2006 - National R.V. Holdings, Inc. (NYSE: NVH) announced today that it intends to move the listing of its common stock to the NYSE Arca exchange. The Company's ticker symbol, NVH, will not change. The Company's common stock is scheduled to begin trading on the NYSE Arca on Friday, October 13, 2006. "We are pleased to have an opportunity to continue our relationship with the New York Stock Exchange and list our common stock on NYSE Arca. We believe this transition will be seamless to our stockholders, as we will retain our existing ticker symbol. In addition, we will have the benefit of the NYSE Arca's electronic trading platform that we are confident will continue to provide our investors with the liquidity and superior trade execution for which the New York Stock Exchange is recognized," commented National R.V. Holdings' CEO Brad Albrechtsen. The Company's common stock has traded on the New York Stock Exchange since December 1998 and the Company expects to continue trading on it until the NYSE Arca listing becomes effective. As originally announced by the Company in November 2005, the Company no longer met the NYSE's market capitalization and stockholders' equity continued listing criteria. As a result, the Company made an application to move its listing to NYSE Arca. About NYSE Arca NYSE Arca, a wholly owned subsidiary of NYSE Group, Inc. (NYSE: NYX), operates the first open, all-electronic stock exchange in the United States and has a leading position in trading exchange-traded funds and exchange- listed securities. NYSE Arca is also an exchange for trading equity options. NYSE Arca's trading platform links traders to multiple U.S. market centers and provides customers with fast electronic execution and open, direct and anonymous market access. About National R.V. Holdings, Inc. National R.V. Holdings, Inc., through its two wholly owned subsidiaries, National RV, Inc. (NRV) and Country Coach, Inc. (CCI), is one of the nation's leading producers of motorized recreation vehicles. NRV is located in Perris, California where it produces Class A gas and diesel motor homes under model names Dolphin, Islander, Pacifica, Sea Breeze, Surf Side, Tradewinds and Tropi-Cal. CCI is located in Junction City, Oregon where it produces high-end Class A diesel motor homes under the model names Affinity, Allure, Inspire, Intrigue, Tribute, Rhapsody and Magna, and bus conversions under the Country Coach Prevost brand. This release and other statements by the Company contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including statements about the Company's future expectations, performance, plans, and prospects, as well as assumptions about future events. Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance and results may differ materially from that projected or suggested herein due to certain risks and uncertainties including, without limitation, the cyclical nature of the recreational vehicle industry; continuation of losses; the ability of the Company to address the effects caused by fiberglass material supplied by a third party supplier; the ability of the Company to obtain long-term debt financing; seasonality and potential fluctuations in the Company's operating results; any material weaknesses in the Company's internal control over financial reporting or the failure to remediate any of the previously disclosed material weaknesses; any failure to implement required new or improved controls; the Company's ability to maintain its stock exchange listing; the Company's dependence on chassis suppliers; potential liabilities under dealer/lender repurchase agreements; competition; government regulation; warranty claims; product liability; and dependence on certain dealers and concentration of dealers in certain regions. Certain risks and uncertainties that could cause actual results to differ materially from that projected or suggested are set forth in the Company's Form 10-K and other filings with the Securities and Exchange Commission (SEC) and the Company's public announcements, copies of which are available from the SEC or from the Company upon request. # # # -----END PRIVACY-ENHANCED MESSAGE-----