- Amended Statement of Ownership (SC 13G/A)
February 09 2009 - 11:08AM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
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OMB
APPROVAL
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OMB
Number: 3235-0145
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Expires:
February 28, 2009
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Estimated
average burden hours per
response........11
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Under
the Securities Exchange Act of 1934
(Amendment
No.
15
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Monaco
Coach Corporation
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(Name
of Issuer)
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Common Stock
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(Title
of Class of Securities)
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60886R
10 3
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(CUSIP
Number)
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12/31/08
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(Date
of Event which Requires Filing of this
Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
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o
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Rule
13d-1(b)
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o
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Rule
13d-1(c)
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x
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Rule
13d-1(d)
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*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 the
disclosures provided in a prior cover page.
The
information required in 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).
Persons
who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control
number.
SEC 1745
(3-06)
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CUSIP
No. 60886R 10 3
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Kay
L. Toolson
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With:
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5.
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Sole
Voting Power
1,836,882
(1) (2)
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6.
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Shared
Voting Power
-0-
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7.
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Sole
Dispositive Power
1,836,882
(1) (2)
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8.
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Shared
Dispositive Power
-0-
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,836,882
(1) (2)
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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11.
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Percent
of Class Represented by Amount in Row (9)
6.13%
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12.
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Type
of Reporting Person (See Instructions)
IN
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________________
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(1)
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Includes
options to purchase 80,097 shares of Common Stock exercisable within 60
days of 12/31/08.
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(2)
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Excludes
performance shares to be awarded for 2008, the amount of which has not yet
been determined.
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(b)
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Address of Issuer’s
Principal Executive Offices
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91320
Coburg Industrial Way, Coburg, OR
97408
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(a)
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Name of Person
Filing
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(b)
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Address of Principal
Business Office or, if none,
Residence
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c/o
Monaco Coach Corporation
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91320
Coburg Industrial Way, Coburg, OR
97408
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(d)
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Title of Class of
Securities
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Item
3.
If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
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(a)
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o
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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An
investment advisor in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h)
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
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Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
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(a)
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Amount
benefically owned: 1,836,882 Common Stock held at 12/31/08
(1)(2)
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(b)
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Percent
of class: 6.13%
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(c)
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Number
of shares as to which the person
has:
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(i)
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Sole
power to vote or to direct the vote: 1,836,882 (1)
(2)
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(ii)
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Shared
power to vote or to direct the
vote N/A
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(iii)
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Sole
power to dispose or to direct the disposition
of 1,836,882 (1)
(2)
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(iv)
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Shared
power to dispose or to direct the disposition
of N/A
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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
Not applicable.
Item
7.
Identification and Classification of
the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person
Not applicable.
Item
8.
Identification and Classification of
Members of the Group
Not applicable.
Item
9.
Notice of Dissolution of
Group
Not applicable.
Item
10.
Certification
(a) The
following certification shall be included if the statement is filed pursuant to
§
240.13d-1(b):
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and 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.
(b) The
following certification shall be included if the statement is filed pursuant to
§
240.13d-1(c):
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.
________________
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(1)
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Includes
options to purchase 80,097 shares of Common Stock exercisable within 60
days of 12/31/08.
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(2)
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Excludes
performance shares to be awarded for 2008, the amount of which has not yet
been determined.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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February
9, 2009
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Date
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/s/
Kay L. Toolson
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Signature
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Kay
L. Toolson, Chief Executive Officer and Chairman
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Name/Title
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The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
NOTE:
Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits.
See
§240.13d-7 for other
parties for whom copies are to be sent.
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
5
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