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) August 12, 2005
NATIONAL R.V. HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-12085
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33-0371079 |
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(State or other jurisdiction
of incorporation)
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(Commission File No.)
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(I.R.S. Employer
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
On August 12, 2005, National R.V. Holdings, Inc. (the “Company”), together with its
wholly-owned subsidiaries National R.V., Inc. and Country Coach, Inc. (together with the Company,
the “Borrowers”), UPS Capital Corporation (“UPS”), as agent for the lenders specified therein (the
“Lenders”), and such Lenders executed a Credit Agreement (the “Credit Agreement”). The Credit
Agreement replaces the existing Loan and Security Agreement dated as of August 28, 2002, as
amended, by and between the Borrowers and UPS (the “Loan and Security Agreement”). The Credit
Agreement, which expires on August 12, 2008, provides for a revolving credit facility in the
initial amount of $25 million, with a standby letter of credit sub-limit of $8 million (the “Credit
Facility”). The Borrowers will have the ability, subject to certain conditions, to increase the
amount of the Credit Facility in $5 million increments up to a total amount of $40 million.
Amounts available under the Credit Facility will depend on certain specified percentages of the
Borrowers’ eligible accounts receivable and inventory.
Borrowings under the Credit Facility will bear interest at either (1) the London interbank
offering rate (“LIBOR”), plus a margin rate ranging from 1.50% to 2.50%, or (2) a base rate which
is either (x) the prime rate or (y) the federal funds rate plus 0.50%, plus a margin rate ranging
from 0% to 0.50%. The margin rates are based on certain leverage ratios, as provided in the Credit
Facility. The Borrowers are subject to compliance with certain financial covenants set forth in the
Credit Facility, including maintenance of a leverage ratio and a fixed charge coverage ratio and
limitations on capital expenditures. Borrowings under the Credit Facility will be used to
refinance the Borrowers’ existing indebtedness with UPS and to provide general working capital.
The Credit Facility will be secured by a first priority, senior security interest in substantially
all existing and subsequently acquired personal property of the Borrowers.
Attached as Exhibit 99.1 is a copy of a press release of the Company, dated August 16, 2005,
announcing, among other things, the execution of the Credit Facility.
Item 1.02. Termination of a Material Definitive Agreement
As discussed above in Item 1.01 — Entry into Material Definitive Agreement, the Borrowers
entered into the Credit Agreement with UPS, as agent for the Lenders, and the Lenders. As a result
of the execution of the Credit Agreement, the Loan and Security Agreement was terminated.
Item 2.02. Results Of Operations And Financial Condition
Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a press release of
the Company, dated August 16, 2005, reporting, among other things, the Company’s financial results
for the quarter ended June 30, 2005.
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant
See Item 1.01 — Entry into Material Definitive Agreement, discussing the Credit Agreement by
and among the Borrowers, UPS, as agent for the Lenders, and the Lenders.
Item 9.01(c). Financial Statements and Exhibits
| 99.1 |
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Press Release of National R.V. Holdings, Inc. dated August 16, 2005. |
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