-----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, N+LQ/kexSa0Qdw02fGMDj7AM9xyoophmxhqWFH337PvbWVNFQn6Y/9KWlFwLGqGr lxVlDosvhfCNznVwRneObA== 0001129001-01-500024.txt : 20010214 0001129001-01-500024.hdr.sgml : 20010214 ACCESSION NUMBER: 0001129001-01-500024 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010213 GROUP MEMBERS: WESLEY GUYLAY CAPITAL MANAGEMENT L P GROUP MEMBERS: WESLEY GUYLAY CAPITAL MGT, LP GROUP MEMBERS: WESLEY GUYLAY CPTL MGT. III LP 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/A SEC ACT: SEC FILE NUMBER: 005-46495 FILM NUMBER: 1537187 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/A 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/A 1 monaco13g.htm MONACO COACH CORPORATION SCHEDULE 13G, AMEND. 2

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. 2)*

Monaco Coach Corporation
(Name of Issuer)

Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

60886R103
(CUSIP Number)

December 31, 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 2,952,500 shares, which constitutes approximately 15.6% of the total number of shares outstanding.  All ownership percentages set forth herein assume that there are 18,943,076 shares outstanding.

<PAGE>

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: 2,803,308 (1)
Number of
Shares
Beneficially    6.     Shared Voting Power: -0-
Owned By
Each
Reporting       7.     Sole Dispositive Power: 2,803,308 (1)
Person
With
                 8.     Shared Dispositive Power: -0-

9.     Aggregate Amount Beneficially Owned by Each Reporting Person:

        2,803,308

10.    Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

          / /

11.    Percent of Class Represented by Amount in Row (9):  14.8%

12.    Type of Reporting Person: PN

- --------------

(1)     Power is exercised by its general partner, Wesley Richard Guylay.

<PAGE>

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.

<PAGE>

Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13G Statement dated February 28, 2000, as amended by Amendment No. 1 dated June 9, 2000 (the "Schedule 13G"), relating to the Common Stock, par value $0.01 per share (the "Stock"), of Monaco Coach Corporation (the "Issuer").  Unless otherwise indicated, all defined terms used herein shall have the same meanings as those set forth in the Schedule 13G.

Item 4.     Ownership.

     Item 4 is hereby amended and restated in its entirety as follows:

(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 2,803,308, which constitutes approximately 14.8% 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 2,952,500 shares of the Stock, which constitutes approximately 15.6% 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 2,803,308 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 2,952,500 shares of the Stock.

Item 10.     Certification.

     Item 10 is hereby restated in its entirety as follows:

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.

<PAGE>

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 13, 2001

WESLEY GUYLAY CAPITAL MANAGEMENT, L.P.

By: /s/ Wesley Richard Guylay
Wesley Richard Guylay,
General Partner

WESLEY GUYLAY CAPITAL MANAGEMENT III, L.P.

By: /s/ Wesley Richard Guylay
Wesley Richard Guylay,
General Partner

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