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) November 22, 2005 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 8.01. Other Events On November 22, 2005, National R.V. Holdings, Inc. (the "Company") announced that it had received a letter from two investors proposing to acquire the Company. The Company further stated that its board of directors will be reviewing the letter in accordance with its fiduciary obligations. Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a press release of the Company confirming the receipt of such letter. Item 9.01(c). Financial Statements and Exhibits 99.1 Press Release of National R.V. Holdings, Inc. dated November 22, 2005. 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. Date: November 22, 2005 By: /s/THOMAS J. MARTINI Thomas J. Martini Chief Financial Officer