---------------------
UNITED STATES SEC FILE NUMBER
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 001-12085
FORM 12b-25 ---------------------
NOTIFICATION OF LATE FILING CUSIP NUMBER
637277104
---------------------
(Check one): _X__ Form 10-K ___ Form 20-F ___ Form 11-K __ Form 10-Q
___ Form N-SAR ___ Form N-CSR
For Period Ended: December 31, 2006
------------------
___ Transition Report on Form 10-K
___ Transition Report on Form 20-F
___ Transition Report on Form 11-K
___ Transition Report on Form 10-Q
___ Transition Report on Form N-SAR
For the Transition Period Ended:_____________________________
Read Instruction (on back page) Before Preparing Form.
Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
--------------------------------------------------------------------------------
PART I -- REGISTRANT INFORMATION
National R.V. Holdings, Inc.
--------------------------------------------------------------------------------
Full Name of Registrant
--------------------------------------------------------------------------------
Former Name if Applicable
3411 N. Perris Blvd.
--------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Perris, California 92571
--------------------------------------------------------------------------------
City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar
_X_ day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof, will
be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
(Attach extra Sheets if Needed)
On February 20, 2007, several weeks after the end of the fiscal year, the
Company sold its wholly-owned subsidiary Country Coach, Inc. ("Country Coach").
As of the date of this filing, the Company is still working on preparing
financial information and other accounting issues in connection with such sale
and will not be able to meet the timing requirements for filing its Annual
Report on Form 10-K for the year ended December 31, 2006. As a result, the
Company is seeking the extension provided by filing this Form 12b-25 in order to
allow the Company to complete its financial statements. The Company expects that
it will be able to complete the remaining work described above in time for the
Company to file its Form 10-K for the year ended December 31, 2006 prior to the
reporting deadline provided by such extension.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thomas J. Martini 951 943-6007
--------------------------------- ----------- ------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed ? If answer is
no, identify report(s). Yes _X__ No ___
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? Yes _X_ No ___
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The Company is unable to provide a reasonable estimate of its results of
operations from the corresponding period for the last fiscal year due to the
sale of Country Coach that was completed on February 20, 2007. The Company is in
the final stages of preparing financial information related to the acquisition.
The Company expects that it will be able to complete the remaining work on its
2006 financial statements to be included in its Form 10-K prior to the reporting
deadline provided by filing this Form 12b-25.
This Form 12b-25 contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 including that the Company will
file its Form 10-K prior to the reporting deadline as extended by this filing.
Investors are cautioned that forward-looking statements are inherently
uncertain, including uncertainties related to the completion of the Company's
financial statements and assessment of its internal control over financial
reporting. The Company's actual performance and results may differ materially
from that projected or suggested herein due to certain risks and uncertainties
including, without limitation, the ability to complete its evaluation and
testing of internal control over financial reporting or complete its financial
statements in time, the cyclical nature of the recreational vehicle industry;
seasonality and potential fluctuations in the Company's operating results; any
material weaknesses in the Company's internal control over financial reporting;
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 filings with the SEC and the Company's
public announcements, copies of which are available from the SEC or from the
Company upon request.
2
National R.V. Holdings, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 16, 2007 By: /s/ Thomas J. Martini
Thomas J. Martini
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).