-----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, IV9jUhrqwe62TH8WXVoPfmoj4+Pm10M+GsZHSbxUb66/lVltbRXcV+Ll52vKLl3k W+LKCwLw1OzN22DEmimHfw== 0000897423-00-000061.txt : 20000229 0000897423-00-000061.hdr.sgml : 20000229 ACCESSION NUMBER: 0000897423-00-000061 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000228 GROUP MEMBERS: WESLEY GUYLAY CAPITAL MANAGEMENT III, L.P. GROUP MEMBERS: WESLEY GUYLAY CAPITAL MANAGEMENT L P GROUP MEMBERS: WESLEY GUYLAY CAPITAL MANAGEMENT, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MONACO COACH CORP /DE/ CENTRAL INDEX KEY: 0000910619 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 351880244 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-46495 FILM NUMBER: 554403 BUSINESS ADDRESS: STREET 1: 91320 COBURG INDUSTRIAL WY CITY: COBURG STATE: OR ZIP: 97408 BUSINESS PHONE: 5416868011 MAIL ADDRESS: STREET 1: 91320 COBURG INDUSTRIAL WAY CITY: COBURG STATE: OR ZIP: 97408 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESLEY GUYLAY CAPITAL MANAGEMENT L P CENTRAL INDEX KEY: 0001056908 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 751781573 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: SUITE 4535 CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2122185060 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA STREET 2: SUITE 4535 CITY: NEW YORK STATE: NY ZIP: 10112 SC 13G 1 MONACO COACH CORPORATION, SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Monaco Coach Corporation (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 60886R103 (CUSIP Number) February 18, 2000 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) /X/ Rule 13d-1(c) / / Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). **The total number of shares reported herein is 1,110,000 shares, which constitutes approximately 5.9% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 18,861,529 shares outstanding. CUSIP No. 60886R103 1. Name of Reporting Person: Wesley Guylay Capital Management, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization: Texas 5. Sole Voting Power: 960,808 (1) Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 960,808 (1) Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 960,808 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 5.1% 12. Type of Reporting Person: PN - -------------- (1) Power is exercised by its general partner, Wesley Richard Guylay. CUSIP No. 60886R103 1. Name of Reporting Person: Wesley Guylay Capital Management III, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization: Texas 5. Sole Voting Power: 149,192 (1) Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 149,192 (1) Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 149,192 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 0.8% 12. Type of Reporting Person: PN - -------------- (1) Power is exercised by its general partner, Wesley Richard Guylay. Item 1(a). Name of Issuer. The name of the issuer is Monaco Coach Corporation (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices. The principal executive offices of the Issuer are located at 91320 Industrial Way, Coburg, Oregon 97408. Item 2(a). Names of Persons Filing. Pursuant to Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby file this Schedule 13G Statement on behalf of Wesley Guylay Capital Management, L.P., a Texas limited partnership ("WGCM"), and Wesley Guylay Capital Management III, L.P., a Texas limited partnership ("WGCM III") (the "Reporting Persons"). Additionally, information is included herein with respect to the following person (the "Controlling Person"): Wesley Richard Guylay ("Guylay"). The Reporting Persons and the Controlling Person are sometimes hereinafter collectively referred to as the "Item 2 Persons." The Item 2 Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Item 2 Persons that such a group exists. Item 2(b). Address of Principal Business Office, or if None, Residence. The address of the principal business office or residence of all of the Item 2 Persons is as follows: 30 Rockefeller Plaza, Suite 4535 New York, New York 10112 Item 2(c). Citizenship. All of the natural persons listed in Item 2(a) are citizens of the United States of America. Item 2(d). Title of Class of Securities. This Schedule 13G Statement relates to the Common Stock, par value $0.01 per share, of the Issuer (the "Stock"). Item 2(e). CUSIP Number. The CUSIP number of the Stock is 60886R103. Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b). This Schedule 13G Statement is not being filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c). Item 4. Ownership. (a) - (b) Reporting Persons WGCM The aggregate number of shares of the Stock that WGCM owns beneficially, pursuant to Rule 13d-3 of the Act, is 960,808, which constitutes approximately 5.1% of the outstanding shares of the Stock. WGCM III The aggregate number of shares of the Stock that WGCM III owns beneficially, pursuant to Rule 13d-3 of the Act, is 149,192, which constitutes approximately 0.8% of the outstanding shares of the Stock. Controlling Person Guylay Because of his position as general partner of WGCM and WGCM III, Guylay may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,110,000 shares of the Stock, which constitutes approximately 5.9% of the outstanding shares of the Stock. To the best of the knowledge of each of the Item 2 Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (c) Reporting Persons WGCM Acting through its general partner, WGCM has the sole power to vote or to direct the vote and to dispose or to direct the disposition of an aggregate of 960,808 shares of the Stock. WGCM III Acting through its general partner, WGCM III has the sole power to vote or to direct the vote and to dispose or to direct the disposition of an aggregate of 149,192 shares of the Stock. Controlling Person Guylay As the general partner of WGCM and WGCM III, Guylay has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,110,000 shares of the Stock. Item 5. Ownership of Five Percent or Less of a Class. Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. No person other than the Item 2 Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Stock owned by them. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. This Schedule 13G Statement is being filed on behalf of each of the Item 2 Persons pursuant to Rules 13d-1(c) and 13d-1(k)(1)(iii). The identity of each of the Item 2 Persons is set forth in Item 2(a) hereof. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. DATED: February 28, 2000 WESLEY GUYLAY CAPITAL MANAGEMENT, L.P. By: /s/ Wesley Richard Guylay Wesley Richard Guylay, General Partner Jeffrey J. Brown, President WESLEY GUYLAY CAPITAL MANAGEMENT III, L.P. By: /s/ Wesley Richard Guylay Wesley Richard Guylay, General Partner -----END PRIVACY-ENHANCED MESSAGE-----