**Table ofContents**

 

 

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

**Amendment No. 1**

 

**(MarkOne)**
| **ý** | ** ** | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934**     |
|------------|------------|----------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                     |
|       |       | **For the  year ended December 31, 2005**                                                           |
|       |       |                                                                                                     |
| **OR**     |
|       |       |                                                                                                     |
| **o**      | ** ** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE  ACT OF 1934** |
| ** ** | ** ** | ** **                                                                                               |
| ** ** | ** ** | **Commission file number: 001-12085**                                                                    |

 

 

**NATIONAL R.V. HOLDINGS, INC.**(Exact name of registrant as specified in its charter)

 

| **Delaware**                                                    | ** ** | **No. 33-0371079**              |
|-----------------------------------------------------------------|------------|--------------------------------------|
| (State or other jurisdiction of  incorporation or organization) |       | (I.R.S. Employer Identification No.) |
|                                                            |       |                                 |
| **3411 N. Perris Blvd., Perris, California**                    | ** ** | **92571**                            |
| (Address of principal executive offices)                        |       | (Zip Code)                           |

 

**(951) 943-6007**(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

| **Common Stock, par value $.01 per share** | ** ** | **New York Stock Exchange**                 |
|--------------------------------------------|------------|---------------------------------------------|
| (Title of class)                           |       | (Name of each Exchange on which registered) |

 

Securities registeredpursuant to Section 12(g) of the Act: **None**

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act.

 

Yes  o     No  ý

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Exchange Act.

 

Yes  o     No  ý

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Exchange Act during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.

 

Yes  ý     No  o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to thisForm 10-K.

 

Yes  o     No  ý

 

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer or a non-accelerated filer. See definition of “acceleratedfiler” or “large accelerated filer” in Rule 12b-2 of the Exchange Act.

 
| Large accelerated filer | o | Accelerated filer | ý | Non-accelerated filer | o |
|-------------------------|---|-------------------|--------|-----------------------|---|

 

Indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Exchange Act).

 

Yes o     Noý

 

The aggregate marketvalue of voting and non-voting common equity held by non-affiliates of theregistrant (assuming for these purposes, but without conceding, that allexecutive Officers and Directors are “affiliates: of the Registrant) wasapproximately $78,138,237 as of the last business day of the registrant’s mostrecently completed second fiscal quarter, based on the closing sale price uponthe New York Stock Exchange reported for such date.

 

There were 10,339,484shares of the registrant’s common stock issued and outstanding as of March 21,2006.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

----

 

**Table ofContents**

 

**EXPLANATORYNOTE**

 

National R.V. Holdings, Inc. (the “Company”)amends its Annual Report on Form 10-K for the fiscal year ended December 31, 2005(filed on March 30, 2006), as set forth in this Form 10-K/A (AmendmentNo. 1), solely to include the information required in Items 10, 11, 12, 13and 14 of Part III.

 

**TABLE OF CONTENTS**

** **
| **PART III**                                                                                        |
|----------------------------------------------------------------------------------------------------------|
|                                                                                                     |
| Item 10. Directors and  Executive Officers of the Registrant                                             |
| Item 11. Executive Compensation                                                                          |
| Item 12. Security Ownership  of Certain Beneficial Owners and Management and Related Stockholder Matters |
| Item 13. Certain  Relationships and Related Transactions                                                 |
| Item 14. Principal  Accountant Fees and Services                                                         |
|                                                                                                     |
| **PART IV**                                                                                         |
|                                                                                                     |
| Item  15. Exhibits                                                                                       |
| SIGNATURES                                                                                               |

 

2

----

 

**Table ofContents**

 

PART III

 

## Item 10. Directors and Executive Officers of the Registrant

##  

The executive officersand directors of the Company are as follows:

 
| **Name**               | ** ** | **Age** | ** ** | **Position**                                     |
|------------------------|------------|---------|------------|--------------------------------------------------|
| Doy B. Henley          |       | 76      |       | Chairman of the Board  (1)                       |
| Bradley C. Albrechtsen |       | 43      |       | President, Chief  Executive Officer and Director |
| Robert B. Lee          |       | 66      |       | Director                                         |
| David J. Humphreys     |       | 70      |       | Director                                         |
| Gregory McCaffery      |       | 52      |       | Director (1)                                     |
| James B. Roszak        |       | 64      |       | Director (1)                                     |
| Thomas J. Martini      |       | 57      |       | Chief Financial Officer                          |
| Jonathan C. Corn       |       | 41      |       | Vice President -  General Counsel                |

 

----

(1)   Memberof the Audit Committee, Compensation Committee and Nominating/CorporateGovernance Committee.

 

### **Executive Officers andDirectors**

 

DOY B. HENLEY. Mr. Henleyhas served as Chairman of the Board since September 2001 and has been aDirector of the Company since February 1998. Mr. Henley is a Class III Directorwhose term expires in 2006. Mr. Henley is Chief Executive Officer of Henley Properties,a private real estate management company. Mr. Henley was a founder and, from1966 to 1997, had been the Chairman and Chief Executive Officer of AeromilEngineering Company, a computer-automated manufacturing firm engaged in theproduction of complex machined titanium track systems and structural componentsfor the aerospace industry. Mr. Henley also serves on the Board of ChapmanUniversity and The Salvation Army Advisory Board.

 

BRADLEY C. ALBRECHTSEN.Mr. Albrechtsen has been President, Chief Executive Officer and a Directorsince September 2001, Chief Financial Officer and Treasurer of the Company fromApril 1999 to September 2001 and Assistant Secretary from January 1999 toSeptember 2001. Mr. Albrechtsen served as the Company’s Controller from 1993through April 1999 and as Assistant Controller prior to 1993. Mr. Albrechtsenis a Class I Director whose term expires at the 2008 Annual Meeting. Mr.Albrechtsen is a certified public accountant with six years of publicaccounting experience, including three years at Arthur Young & Co. (thepredecessor of Ernst & Young).

 

DAVID J. HUMPHREYS**.**Mr. Humphreys has been a Director of the Company sinceFebruary 2006. Mr. Humphreys is a Class I Director whose term expires in 2008. Mr.Humphreys was President of the Recreation Vehicle Industry Association (RVIA)from 1979 until his retirement in January 2006. Prior to 1979 he served fornearly ten years as RVIA’s outside legal counsel. Mr. Humphreys has been amember of the Board of Directors of the Travel Industry Association of America(TIA), the umbrella organization for all segments of the travel and tourismindustry, since 1985 and was its National Chairman from 1990 to 1991. Mr.Humphreys has also been a member of the board of directors of the American HighwayUsers Alliance (formerly Highway Users Federation), whose membership includesrepresentatives of the oil, trucking, automobile and tire industries.

 

ROBERT B. LEE. Mr. Leehas been a Director of the Company since November 1996 and is presently a consultantto the Company’s Country Coach, Inc. subsidiary (“Country Coach”). Mr. Lee hasalso been President and Chief Operating Officer of the Company from April 2001to September 2001 and co-Chief Executive Officer from March 2001 to April 2001.Mr. Lee is a Class II Director whose term expires in 2007. Mr. Lee foundedCountry Coach in 1973 and served as Chairman and Chief Executive Officer ofCountry Coach from 1973 to July 2000, President of Country Coach from September2002 through October 2003 and CEO of Country Coach from October 2003 throughFebruary 2004. Mr. Lee served as a consultant to the Company from September2001 to December 31, 2001, and also served in that role from July 2000 to March2001.

 

GREGORY McCAFFERY. Mr.McCaffery has been a Director of the Company since February 1998. Mr. McCafferyis a Class II Director whose term expires in 2007. Mr. McCaffery is a founderand President of, and since 1984 has operated, McCaffery Homebuilders, abuilder of custom homes located in Orange Country, California.

 

JAMES B. ROSZAK. Mr. Roszak has been a Director of the Company sinceJune 2003 and is a Class III Director whose term expires in 2006. Mr. Roszakwas employed by the Life Insurance Division of Transamerica Corporation, afinancial services organization engaged in life insurance, commercial lending,leasing and real estate services, from June 1962 through his retirement asPresident of such division in June 1997. Mr. Roszak also served as interimChief Executive Officer and a

 

3

----

 

**Table ofContents**

 

Director of buy.com, anInternet retailer, from February 2001 through August 2001. Mr. Roszak is also aDirector of General Finance Corporation.

 

THOMAS J. MARTINI. Mr.Martini was named Chief Financial Officer in May 2005 and has served asTreasurer since joining the Company in March 2004. Prior to joining theCompany, Mr. Martini was Vice President and Treasurer for Coachmen Industries,Inc., a publicly traded recreational vehicle manufacturer, from March 2001 toDecember 2003. From February 1991 to March 2001,Mr. Martini served as Chief Financial Officer of Miller Building Systems, Inc.,a manufacturer of commercial and institutional buildings, that was publicly tradedprior to its acquisition in 2000 by Coachmen Industries, Inc. From 1978 to1991, Mr. Martini held a number of senior financial management positions forseveral manufacturing organizations. Mr. Martini is a certified publicaccountant.

 

JONATHAN C. CORN. Mr.Corn has been Vice President - General Counsel since April 2002, and GeneralCounsel since December 2001. Mr. Corn is an attorney who received his lawdegree from Georgetown University Law Center in 1991. Prior to joining theCompany, Mr. Corn practiced law in San Diego. His firm, Corn & Associates,P.C., was a specialty firm focused on the representation of RV manufacturersand dealers.

 

### **Audit Committee**

 

The Board of Directorshas a standing Audit Committee. The Audit Committee currently consists of Messrs.Doy Henley, Gregory McCaffery and James Roszak (Chairman). The Board hasdetermined that all members of the Audit Committee are independent directorsunder the rules of the NYSE and each of them meets the financial literacy andsophistication requirements under the rules of the New York Stock Exchange(NYSE). The Board has determined that Mr. Roszak qualifies as an “auditcommittee financial expert” as defined by the rules of the Securities andExchange Commission. The purpose of the Audit Committee is to oversee theaccounting and financial reporting processes of the Company and audits of itsfinancial statements. The responsibilities of the Audit Committee includeappointing and providing the compensation of the independent accountants toconduct the annual audit of the Company’s accounts, reviewing the scope andresults of the independent audits, reviewing and evaluating internal accountingpolicies, and approving all professional services to be provided to the Companyby its independent accountants.

 

### **Communication with Directors**

 

Stockholders who wish tocommunicate with the entire Board, the non-management Directors as a group orthe Chairs of any of the Board committees may do so telephonically by calling800-864-5307 or by mail c/o Corporate Secretary, National R.V. Holdings, Inc.,3411 N. Perris Blvd, Perris, CA 92571. Communications are distributed to theBoard, or to any individual Director or Directors as appropriate, depending onthe facts and circumstances outlined in the communication. In that regard, theBoard of Directors has requested that certain items that are unrelated to theduties and responsibilities of the Board should be excluded, such as spam, jobinquiries, business solicitations or product inquiries. In addition, materialthat is unduly hostile, threatening, illegal or similarly unsuitable will beexcluded, with the provision that any communication that is filtered out mustbe made available to any Director upon request.

 

### **Code of Business Conduct andEthics**

 

The Company has adopted awritten code of conduct and ethics (the “Code”) which is applicable to all ofthe Company’s officers, directors and employees, including the Company’s ChiefExecutive Officer and Chief Financial Officer (collectively, the “SeniorOfficers”). In accordance with the rules and regulations of the Securities andExchange Commission and the rules of the NYSE, a copy of the Code has beenposted on the Company’s website at http://www.nrvh.com. The Company intends todisclose any changes in or waivers from the Code applicable to any SeniorOfficers on its website or by filing a Form 8-K.

 

### **Section 16(a) BeneficialOwnership Reporting Compliance**

 

Based solely upon areview of the copies of the forms furnished to the Company, or writtenrepresentations from certain reporting persons, the Company believes thatduring the year ended December 31, 2005, all filing requirements applicable toits officers and directors were complied with by such individuals except forthe following: (1) Mr. Bradley Albrechtsen did not timely file two Forms 4 inconnection with the purchase of shares of common stock; (2) Mr. Doy Henley didnot timely file a Form 4 in connection with the purchase of shares of commonstock; and (3) Mr. James Roszak did not timely file a Form 4 in connection withthe purchase of shares of common stock.

 

4

----

 

**Table ofContents**

##  

## Item 11. Executive Compensation

##  

The following table setsforth all compensation awarded to, earned by or paid to each of the Company’scurrent or former executive officers named below (the “Named ExecutiveOfficers”) for the Company’s fiscal periods as specified below:

 
| ** **                                                     | ** ** | ** **            | ** ** | **Annual Compensation** | ** ** | **Long Term** | ** ** | ** **                | ** ** |
|----------------------------------------------------------------|------------|-----------------------|------------|------------------------------|------------|--------------------|------------|---------------------------|------------|
| **Name and**                                              | ** ** | **Year Ended**   | ** ** | ** **                   | ** ** | ** **         | ** ** | **Other Annual**     | ** ** | **Compensation** | ** ** | **All Other** | ** ** |
| **Principal Position**                                    | ** ** | **December 31,** | ** ** | **Salary**                   | ** ** | **Bonus**          | ** ** | **Compensation (1)** | ** ** | **Options/SARs** | ** ** | **Compensation** | ** ** |
| Bradley C. Albrechtsen  President and Chief  Executive Officer |       | 2005                  |       | $                            | 265,000    |               | $          | 40,000                    |       | — |   | 20,000 |   | $ | 4,943 | (2) |
|                                                           | 2004       |                  | $          | 265,000                      |       | —             |       | —                    |       | 50,000 |   | — |   |
|                                                           | 2003       |                  | $          | 220,000                      |       | —             |       | —                    |       | — |   | — |   |
|                                                           |       |                  |       |                         |       |               |       |                      |       |   |   |   |   |
| Thomas J. Martini  Chief Financial Officer (3)                 |       | 2005                  |       | $                            | 172,346    |               | $          | 25,000                    |       | — |   | 16,000 |   | — |   |
|                                                           |       |                  |       |                         |       |               |       |                      |       |   |   |   |   |
| Jonathan C. Corn  Vice President/General  Counsel         |       | 2005                  |       | $                            | 215,804    |               | $          | 35,080                    |       | — |   | 3,000 |   | $ | 3,299 | (2) |
|                                                           | 2004       |                  | $          | 212,000                      |       | —             |       | —                    |       | 10,000 |   | — |   |
|                                                           | 2003       |                  | $          | 212,000                      |       | —             |       | —                    |       | — |   | — |   |

 

----

(1)   Exceptas may be indicated below, the aggregate amount of all perquisites and otherpersonal 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 eithersuch executive.

(2)   Representsthe amounts of the Company’s matching contributions under the Company’s 401(k)plan.

(3)   Mr.Martini was appointed Chief Financial Officer in May 2005.

 

### **Compensation CommitteeInterlock and Insider Participation**

### ** **

Compensation decisionsduring the fiscal year ended December 31, 2005 were made by the Company’sCompensation Committee and by the Board of Directors, which included Bradley C.Albrechtsen, President and Chief Executive Officer of the Company. Mr.Albrechtsen did not participate in Board deliberations or voting concerning hiscompensation. No executive officer of the Company serves on the board ofdirectors or compensation committee of any entity that has one or moreexecutive officers serving on the Company’s Board of Directors. No member ofthe Compensation Committee is, or ever has been, an employee or officer of theCompany.

 

#### **Employment and Consulting Agreements**

####  

Thomas J. Martini, theCompany’s Chief Financial Officer, is a party to an employment agreement withthe Company dated March 16, 2004 entered into at the time Mr. Martini was hiredas the Company’s Treasurer. Mr. Martini was appointed Chief Financial Officerin May 2005 following the resignation of the Company’s then Chief FinancialOfficer. This agreement provides for an employment at-will arrangement and canbe terminated by the Company or Mr. Martini at any time. Effective with hisappointment as Chief Financial Officer, Mr. Martini’s salary was adjusted to$200,000 per year. Under the agreement, Mr. Martini is entitled to certainstandard employee benefits pursuant to such agreement.

 

Other than the agreementdescribed above, the Company is not presently a party to an employment orconsulting agreement with any of its executive officers nor were any suchagreements in effect during the fiscal year ended December 31, 2005.

 

#### **Director Compensation**

####  

Effective January 1,2003, non-employee Directors receive an annual Director retainer of $30,000, anin-person per meeting fee of $1,000 and a telephone meeting fee of $500. Inaddition, the Chairman of the Board of Directors is entitled to an additionalannual fee of $30,000, members of a Board committee are entitled to an annualfee of $3,000 and the Audit Committee Chairman is entitled to an additionalannual fee of $10,000. Mr. Albrechtsen does not receive any additionalcompensation for acting as a Director. Directors are also entitled to receivereimbursement for traveling costs and other out-of-pocket expenses incurred inattending Board and committee meetings.

 

5

----

 

**Table ofContents**

####  

#### **Stock Option Plans**

####  

##### ***1996 Stock Option Plan***

#####  

In October 1996, theCompany’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 anincentive for retaining qualified and competent directors, employees and consultants.The 1996 Option Plan provides for the award of options to purchase up to675,000 shares of Common Stock, of which 172,500 shares were subject tooutstanding options as of December 31, 2005. The 1996 Option Plan isadministered by the Compensation Committee of the Board of Directors. TheCompensation Committee has, subject to the provisions of the 1996 Option Plan,full authority to select Company individuals eligible to participate in suchplan, including officers, directors (whether or not employees) and consultants.The 1996 Option Plan provides for the awarding of incentive stock options (asdefined in Section 422 of the Code) and non-incentive stock options. Optionsgranted pursuant to the 1996 Option Plan will have such vesting schedules and expirationdates as the Compensation Committee shall establish in connection with eachparticipant in the 1996 Option Plan, which terms shall be reflected in anoption agreement executed in connection with the granting of the option. Duringthe year ended December 31, 2005, no options were granted under the 1996 OptionPlan.

 

##### ***1997 Stock OptionPlan***

#####  

In June 1997, the Company’sBoard of Directors adopted and approved the 1997 Stock Option Plan (the “1997Option Plan”). The 1997 Option Plan is designed to serve as an incentive forretaining qualified and competent directors, employees and consultants. The1997 Option Plan provides for the award of options to purchase up to 900,000shares of Common Stock, of which 318,750 shares were subject to outstandingoptions as of December 31, 2005. The 1997 Option Plan is administered by theBoard 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 the1997 Option Plan, full authority to select Company individuals eligible toparticipate in such plan, including officers, directors (whether or notemployees) and consultants. The 1997 Option Plan provides for the awarding ofincentive stock options (as defined in Section 422 of the Code) andnon-incentive stock options. Options granted pursuant to the 1997 Option Planwill have such vesting schedules and expiration dates as the Board (or adesignated committee) shall establish in connection with each participant inthe 1997 Option Plan, which terms shall be reflected in an option agreementexecuted in connection with the granting of the option. During the year endedDecember 31, 2005, no options were granted under the 1997 Option Plan.

 

##### ***1999 Stock OptionPlan***

#####  

The Company’s Board ofDirectors adopted and approved the 1999 Stock Option Plan in April 1999 and theamended and restated 1999 Stock Option Plan in April 2000 and again in April2001 (together, the “1999 Option Plan”). The 1999 Option Plan is designed toserve as an incentive for retaining qualified and competent directors,employees and consultants. The 1999 Option Plan provides for the award ofoptions to purchase up to 1,150,000 shares of Common Stock, of which 581,746shares were subject to outstanding options as of December 31, 2005. The 1999Option Plan is administered by the Compensation Committee. The CompensationCommittee has, subject to the provisions of the 1999 Option Plan, fullauthority to select Company individuals eligible to participate in such plan,including officers, directors (whether or not employees) and consultants. The1999 Option Plan provides for the awarding of incentive stock options (asdefined in Section 422 of the Code) and non-incentive stock options. Optionsgranted pursuant to the 1999 Option Plan will have such vesting schedules andexpiration dates as the Compensation Committee shall establish in connectionwith each participant in the 1999 Option Plan, which terms shall be reflectedin an option agreement executed in connection with the granting of the option.During the year ended December 31, 2005, 162,000 options were granted under the1999 Option Plan.

 

##### ***Options GrantedDuring Fiscal Year Ended December 31, 2005***

 

The following table setsforth certain information concerning options granted during the fiscal yearended December 31, 2005 to the Named Executive Officers.

 
| ** **              | ** ** | ** **  | ** ** | **Individual Grants**                                                           | ** ** | ** **                        | ** ** | **Potential realizable value at** | ** ** |
|-------------------------|------------|-------------|------------|--------------------------------------------------------------------------------------|------------|-----------------------------------|------------|--------------------------------------------------|------------|
| ** **              | ** ** | **Options** | ** ** | **Percent of total  options/SARs granted  to employees in** | ** ** | **Exercise  or base  price** | ** ** | ** **                                       | ** ** | **assumed annual rates of stock  price appreciation for  option term (1)** | ** ** |
| **Name**                | ** ** | **Granted** | ** ** | **fiscal year (2)**                                                        | ** ** | **($/Sh)**                        | ** ** | **Expiration date**                         | ** ** | **5% ($)** | ** ** | **10% ($)** | ** ** |
| Bradley C.  Albrechtsen |       | 20,000      |       | 12.3                                                                                 | %          | 6.31                              |       | 12/9/15                                          |       | 79,367 |   | 201,130 |   |
| Thomas J.  Martini      |       | 16,000      |       | 9.9                                                                                  | %          | 6.31                              |       | 12/9/15                                          |       | 63,493 |   | 160,904 |   |
| Jonathan C. Corn        |       | 3,000       |       | 1.9                                                                                  | %          | 6.31                              |       | 12/9/15                                          |       | 11,905 |   | 30,170 |   |

 

6

----

 

**Table ofContents**

 

----

(1)   The5% and 10% assumed annual rates of appreciation are mandated by rules of theSecurities and Exchange Commission and do not reflect estimates or projectionsof future Common Stock prices. There can be no assurance that the amountsreflected in this table will be achieved.

(2)   Thispercentage is based on the total number of options granted to the Company’semployees during the year ended December 31, 2005 All options granted to theNamed Executive Officers vest in three equal annual installments on the first,second and third anniversaries of the date of grant.

 

##### ***Option Values***

 

The following table setsforth, as of December 31, 2005 the number of options and the value of exercisedand unexercised options held by the Named Executive Officers.

 
| ** **              | ** ** | **Shares Acquired**      | ** ** | **Value Realized** | ** ** | **Number of Unexercised Options  at December 31, 2005** | ** ** | **Value of Unexercised  in-the-money Options at  December 31, 2005 ($) (1)** | ** ** |
|-------------------------|------------|-------------------------------|------------|-------------------------|------------|---------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------|------------|
| **Name**                | ** ** | **in Exercise (#)** | ** ** | **($)**                 | ** ** | **Exercisable**                                                                       | ** ** | **Unexercisable**                                                                                                    | ** ** | **Exercisable** | ** ** | **Unexercisable** | ** ** |
| Bradley C.  Albrechtsen |       | 0                             |       | 0                       |       | 31,668                                                                                |       | 53,332                                                                                                               |       | 0 |   | 7,600 |   |
| Thomas J.  Martini      |       | 0                             |       | 0                       |       | 1,667                                                                                 |       | 19,333                                                                                                               |       | 0 |   | 6,080 |   |
| Jonathan C. Corn        |       | 0                             |       | 0                       |       | 3,333                                                                                 |       | 9,667                                                                                                                |       | 0 |   | 1,140 |   |

 

----

(1)   OnDecember 30, 2005, the last trading day of the year 2005, the last reportedsales price for the Common Stock on the NYSE was $6.69.

 

## Item 12. Security Ownership of Certain Beneficial Ownersand Management and Related Stockholder Matters

##  

### **Share Ownership Table**

 

The following table setsforth as of April 1, 2006 the number and percentage of shares of Common Stockheld by (i) each of the Named 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 ormore of the Company’s outstanding Common Stock and (iii) all of the Company’spresent executive officers and directors as a group:

 
| **Beneficial Owner**            | ** ** | **Common Stock  Owned(1)** | ** ** | **Percentage of  Outstanding** | ** ** |
|--------------------------------------|------------|---------------------------------|------------|-------------------------------------|------------|
| Bradley C.  Albrechtsen (2)          |       | 65,409                          |       | *                                   |       |
|                                 |       |                            |       |                                |       |
| Thomas J.  Martini (3)               |       | 13,225                          |       | *                                   |       |
|                                 |       |                            |       |                                |       |
| Jonathan C. Corn  (4)                |       | 6,666                           |       | *                                   |       |
|                                 |       |                            |       |                                |       |
| Doy B. Henley  (5)                   |       | 119,000                         |       | 1.1                                 | %          |
|                                 |       |                            |       |                                |       |
| David J.  Humphreys (6)              |       | 7,000                           |       | *                                   |       |
|                                 |       |                            |       |                                |       |
| Robert B. Lee  (7)                   |       | 602,906                         |       | 5.8                                 | %          |
|                                 |       |                            |       |                                |       |
| Gregory  McCaffery (8)               |       | 34,162                          |       | *                                   |       |
|                                 |       |                            |       |                                |       |
| James B. Roszak (9)                  |       | 61,000                          |       | *                                   |       |
|                                 |       |                            |       |                                |       |
| FMR Group (10)                       |       | 1,174,091                       |       | 11.4                                | %          |
|                                 |       |                            |       |                                |       |
| Bryant R. Riley  (11)                |       | 945,633                         |       | 9.1                                 | %          |
|                                 |       |                            |       |                                |       |
| Dimensional Fund  Advisors Inc. (12) |       | 800,500                         |       | 7.7                                 | %          |

 

7

----

 

**Table ofContents**

 
| **Beneficial Owner**                                           | ** ** | **Common Stock  Owned(1)** | ** ** | **Percentage of  Outstanding** | ** ** |
|---------------------------------------------------------------------|------------|---------------------------------|------------|-------------------------------------|------------|
| Brandes  Investment Partners, LP (13)                               |       | 769,662                         |       | 7.4                                 | %          |
|                                                                |       |                            |       |                                |       |
| Gary N. Siegler  (14)                                               |       | 691,470                         |       | 6.4                                 | %          |
|                                                                |       |                            |       |                                |       |
| All executive  officers and directors as a group (8 in number) (15) |       | 909,368                         |       | 8.6                                 | %          |

 

----

*              Lessthan one percent.

 

(1)           Exceptas otherwise indicated, the persons named in the table have sole voting andinvestment power with respect to the shares of Common Stock shown asbeneficially owned by them.

(2)           Includes48,333 shares underlying outstanding options exercisable immediately or within60 days and 2,664 shares held through the Company’s 401(k) plan.

(3)           Includes3,333 shares underlying options exercisable immediately or within 60 days and4,192 shares held through the Company’s 401(k) plan.

(4)           Includes6,666 shares underlying outstanding options exercisable immediately or within60 days.

(5)           Includes58,000 shares underlying outstanding options exercisable immediately or within60 days.

(6)           Includes5,000 shares underlying outstanding options exercisable immediately or within60 days.

(7)           Includes25,000 shares underlying options exercisable immediately or within 60 days. Alsoincludes 136,870 shares of Common Stock owned by Mr. Lee’s wife and 30,000shares held by Mr. Lee’s daughters, for all of which Mr. Lee disclaims beneficialownership.

(8)           Includes33,000 shares underlying outstanding options exercisable immediately or within60 days.

(9)           Includes50,000 shares underlying outstanding options exercisable immediately or within60 days.

(10)         Asreported in an Amendment No. 5 to Schedule 13G filed with the SEC on behalf ofFMR Group and certain affiliated parties on February 14, 2006.

(11)         Asreported in an Amendment No. 1 to Schedule 13D filed with the SEC by Bryant R.Riley and certain affiliated parties on December 2, 2005.

(12)         Asreported in an Amendment No. 5 to Schedule 13G filed with the SEC byDimensional Fund Advisors Inc. on February 6, 2006.

(13)         Asreported in Amendment No. 3 to Schedule 13G filed with the SEC by BrandesInvestment Partners, LP and certain affiliated parties on February 14, 2006.

(14)         Asreported in an Amendment No. 18 to Schedule 13D filed with the SEC on January4, 2002. Includes (i) 420,000 shares underlying outstanding options held by Mr.Siegler exercisable immediately or within 60 days, (ii) 42,057 shares of CommonStock owned by The Gary N. Siegler Foundation, which shares Mr. Siegler isdeemed to beneficially own, and (iii) 143,274 shares of Common Stock owned bycertain other entities, which shares Mr. Siegler is deemed to beneficially ownbecause Mr. Siegler controls dispositive and voting power for the shares ownedby such entities. Also, reflects the exercise by Mr. Siegler in 2004 of optionsto acquire 56,669 shares of Common Stock and the expiration in 2004 and 2005 ofcertain options held by Mr. Siegler.

(15)         Includes theshares underlying stock options reported in notes 2 through 9 above.

 

### **Equity Plan Information**

 

The following tablesummarizes the Company’s equity compensation plan information as of December31, 2005. Information is included for both equity compensation plans approvedby the Company’s stockholders and equity compensation plans not approved by theCompany’s stockholders.

 

8

----

 

**Table ofContents**

 
| **Plan  Category**                                                  |   | **(a)  Common  shares to be  issued upon  exercise of  outstanding  options,  warrants,  and rights** |   | **(b)  Weighted-  average  exercise price  of  outstanding  options,  warrants,  and rights** |   | **(c)  Common  shares  available for  future  issuance  under equity  compensation  plans  (excluding  securities  reflected in  column (a))** |    |
|---------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------|---------|
| Equity  compensation plans approved by Company stockholders (1)     |   | 1,072,996                                                                                             |   | $                                                                                             | 9.95   |                                                                                                                                           | 844,276 |   |
|                                                                |   |                                                                                                  |   |                                                                                          |   |                                                                                                                                           |    |
| Equity  compensation plans not approved by Company stockholders (2) |   | 7,500                                                                                                 |   | $                                                                                             | 9.33   |                                                                                                                                           | —  |   |
|                                                                |   |                                                                                                  |   |                                                                                          |   |                                                                                                                                           |    |
| Totals:                                                             |   | 1,080,496                                                                                             |   | $                                                                                             | 9.94   |                                                                                                                                           | 844,276 |   |

 

----

(1)   Pleasesee “Item 11. Executive Compensation - Stock Option Plans” for a description ofthese plans.

(2)   Theonly outstanding options not previously approved by the Company’s stockholderswere granted in October 1996 pursuant to a separate stock option agreement witha former director of the Company at an exercise price of $9.33. Such option hada term of 10 years.

 

## Item 13. Certain Relationships and Related Transactions

##  

Mr. Robert B. Lee,currently a director of the Company and formerly also an executive officer ofthe Company, is a partner in a joint venture which is a party to a leaseagreement with Country Coach. Pursuant to the agreement, Country Coach leasesfrom the joint venture a parcel of property constituting a majority of CountryCoach’s manufacturing facilities. During the year ended December 31, 2005, theCompany paid $1.37 million under the lease agreement. In November 2005, theCompany exercised its second and final 5-year renewal option with the lease setto expire in November 2010. The lease agreement calls for future paymentstotaling approximately $6.8 million through the term of the lease. Leasepayments are adjusted in accordance with the Consumer Price Index.

 

Heller Ehrman LLP, a lawfirm in which Mr. Stephen M. Davis, the Secretary of the Company and a formerdirector, is a shareholder, performed legal services for the Company for whichit collected fees of approximately $0.6 million in the year ended December 31, 2005.

 

## Item 14. Principal Accountant Fees and Services

##  

Swenson Advisors, LLPserved as the Company’s independent public accountant for the fiscal yearending December 31, 2005 and PricewaterhouseCoopers LLP served as the Company’sindependent public accountant for the fiscal year ending December 31, 2004 andprovided services to the Company in 2005 through the effective date of itsdismissal on October 26, 2005. The following table sets forth the fees incurredby the Company for the services of its independent public accountants in 2005and 2004.

 
| ** **                 | ** ** | **Fees** | ** ** |
|----------------------------|------------|----------|------------|
| **Services Rendered** | ** ** | **2005** | ** ** | **2004** | ** ** |
| Audit Fees (1)             |       | $        | 1,619,706  |   | $ | 1,880,411 |   |
| Audit Related Fees         |       | $        | —     |   | $ | — |   |
| Tax Fees (2)               |       | $        | 7,800      |   | $ | 11,397 |   |
| All Other Fees             |       | $        | —     |   | $ | — |   |

 

----

(1)   For professionalservices rendered for the audit of the Company’s annual financial statements,and the reviews of the financial statements included in the Company’s Forms10-Q for fiscal years 2005 and 2004.

 

9

----

 

**Table ofContents**

 

(2)   For 2005 and 2004,tax services for tax compliance and planning.

 

The Audit Committee ofthe Company’s Board of Directors has concluded that the provision of non-auditservices listed above is compatible with maintaining the independence of itsindependent public accountants. The Audit Committee has delegated to the Chairof the Audit Committee the authority to pre-approve future audit-related andnon-audit services not prohibited by law to be performed by the Company’sindependent auditors and associated fees, provided that the Chair shall reportany decision to pre-approve such audit-related or non-audit services and feesto the full Audit Committee at its next regular meeting.

 

10

----

 

**Table ofContents**

 

PART IV

 

Item 15. Exhibits

 
| 3.1    |   | The Company’s  Restated Certificate of Incorporation. (2)                                                                                                                       |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.2    |   | Amended and  Restated Bylaws of National R.V. Holdings, Inc. (9)                                                                                                                     |
| 4.1    |   | Specimen-Certificate  of Common Stock. (1)                                                                                                                                           |
| 4.2    |   | Amended and  Restated Rights Agreement, dated as of November 25, 2005, between National  R.V. Holdings, Inc. and Continental Stock Transfer & Trust Company as  Rights Agent (9) |
| 10.1   |   | 1993 Stock  Option Plan. (1)                                                                                                                                                         |
| 10.2   |   | 1993 Option  Plan. (2)                                                                                                                                                               |
| 10.3   |   | 1995 Stock  Option Plan. (3)                                                                                                                                                         |
| 10.4   |   | 1996 Stock  Option Plan. (4)                                                                                                                                                         |
| 10.5   |   | 1997 Stock  Option Plan. (5)                                                                                                                                                         |
| 10.6   |   | 1999 Stock  Option Plan. (6)                                                                                                                                                         |
| 10.7   |   | Form of the  Company’s Stock Option Grant Agreement. (7)                                                                                                                   |
| 10.8   |   | CCI Bus Facility  Lease Agreement between Sterling Pacific and CCI dated as of November 6,  2003. (7)                                                                           |
| 10.9   |   | Lee Joint  Venture Real Property Lease Agreement between CCI and the Lee Joint Venture  dated as of October 12, 1995. (7)                                                       |
| 10.10  |   | Lee Joint  Venture Real Property Lease Agreement Amendment between the Company and the  Lee Joint Venture dated as of November 2, 1999. (7)                                     |
| 10.11  |   | Lee Joint  Venture Real Property Lease Renewal Agreement between CCI and the Lee Joint  Venture dated as of January 2, 2001. (7)                                                |
| 10.12  |   | Credit  Agreement, dated as of August 12, 2005, between the Company, NRV, CCI and UPS  Capital Corporation and Wells Fargo Bank, as lenders. (8)                                     |
| 10.13  |   | Loan  Modification Agreement, dated October 4, 2005, between the Company, NRV, CCI  and UPS Capital Corporation and Wells Fargo Bank, as lenders. (8)                                |
|   |   |                                                                                                                                                                                 |
| 21.1   |   | List of  Subsidiaries. (5)                                                                                                                                                           |
| 23.1   |   | Consent of  Independent Registered Public Accounting Firm. (10)                                                                                                                      |
| 23.2   |   | Consent of  Independent Registered Public Accounting Firm. (10)                                                                                                                      |
| 31.1   |   | Rule 13a-14(a) Certification  of Principal Executive Officer.                                                                                                              |
| 31.2   |   | Rule 13a-14(a) Certification  of Principal Financial Officer.                                                                                                              |
| 32.1   |   | Certifications  Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002.                                                 |

 

----

| (1)  | Previously filed as an exhibit to the Company’s  Registration Statement on Form S-1 filed on August 16, 1993 (File No.  33-67414) as amended by Amendment No. 1 thereto filed on September 22, 1993  and Amendment No. 2 thereto filed on September 29, 1993. |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)  | Previously filed as an exhibit to the Company’s  Registration Statement on Form S-1 filed on December 15, 1993 (File No.  33-72954).                                                                                                                          |
| (3)  | Previously filed as an exhibit to the Company’s Form  10-K for the seven months ended December 31, 1995 filed on March 27, 1996.                                                                                                                              |
| (4)  | Incorporated by reference from the Company’s Form  10-K for the year ended December 31, 1996.                                                                                                                                                                 |
| (5)  | Incorporated by reference from the Company’s Form  10-K for the year ended December 31, 1997.                                                                                                                                                                 |
| (6)  | Incorporated by reference from the Company’s Form  10-K for the year ended December 31, 2001.                                                                                                                                                                 |
| (7)  | Incorporated by reference from the Company’s 2004  Form 10-K, filed with the SEC on October 11, 2005.                                                                                                                                                         |
| (8)  | Incorporated by reference from the Company’s  September 2005 Form 10-Q, filed with the SEC on November 8, 2005.                                                                                                                                               |
| (9)  | Incorporated by reference from the Company’s Form  8-K dated November 22, 2005 filed with the SEC on November 28, 2005.                                                                                                                                       |
| (10) | Incorporated by reference from the Company’s Form  10-K for the year ended December 31, 2005, filed with the SEC on March 30,  2006.                                                                                                                          |

 

11

----

 

## SIGNATURES

##  

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 
|                   |   |   | NATIONAL R.V.  HOLDINGS, INC. |
|------------------------|--------|--------|-------------------------------|
|                   |   |   |                          |   |
| Dated: April 26,  2006 |   |   | By                            | /s/ Thomas J.  Martini |   |
|                   |   |   |                          | Thomas J.  Martini, |
|                   |   |   |                          | Chief Financial  Officer |
|                   |   |   |                          | (Principal  Accounting and Finance Officer) |

 

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the registrant and in thecapacities and on the dates indicated.

 
| **Signature** | ** **              | **Capacity in Which Signed** | ** **                                    | **Date**                           |
|---------------|-------------------------|---------------------------------------------|-----------------------------------------------|------------------------------------|
|          |                    |                                        |                                          |                               |
| /s/           | Doy B. Henley           |                                        |                                          | Chairman of the  Board             |   | April 26, 2006 |
|          | Doy B. Henley           |                                        |                                          |                               |   |
|          |                    |                                        |                                          |                               |
| /s/           | Bradley C.  Albrechtsen |                                        |                                          | Director, Chief  Executive Officer |   | April 26, 2006 |
|          | Bradley C.  Albrechtsen |                                        | and President  (Principal Executive Officer)  |                               |   |
|          |                    |                                        |                                          |                               |
| /s/           | Thomas J.  Martini      |                                        |                                          | Chief Financial  Officer           |   | April 26, 2006 |
|          | Thomas J. Martini       |                                        | (Principal  Accounting and Financial Officer) |                               |   |
|          |                    |                                        |                                          |                               |
| /s/           | Robert B. Lee           |                                        |                                          | Director                           |   | April 26, 2006 |
|          | Robert B. Lee           |                                        |                                          |                               |   |
|          |                    |                                        |                                          |                               |
| /s/           | Greg McCaffery          |                                        |                                          | Director                           |   | April 26, 2006 |
|          | Greg McCaffery          |                                        |                                          |                               |   |
|          |                    |                                        |                                          |                               |
| /s/           | James B. Roszak         |                                        |                                          | Director                           |   | April 26, 2006 |
|          | James B. Roszak         |                                        |                                          |                               |   |
|          |                    |                                        |                                          |                               |   |
| /s/           | David J.  Humphreys     |                                        | Director                                      |                               | April 26, 2006 |
|          | David J.  Humphreys     |                                        |                                          |                               |   |
|               |                         |                                             |                                               |                                    |  |  |  |  |  |

 

12

----