|
|
|
|
|
|
UNITED STATES
|
OMB APPROVAL
|
|
|
SECURITIES AND EXCHANGE COMMISSION
|
OMB Number: 3235-0145
|
|
|
Washington, D.C. 20549
|
Expires: February 28,
2009
|
|
|
|
Estimated average burden hours per response..........11
|
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No.
14
)*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
|
o
|
Rule 13d-1(b)
|
|
o
|
Rule 13d-1(c)
|
|
x
|
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 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)
|
CUSIP No.
60886R
10 3
|
|
|
|
|
1.
|
Names of Reporting Persons
Kay L. Toolson
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
|
o
|
|
|
|
(b)
|
o
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Citizenship or Place of Organization
United States
|
|
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
1,830,865 (1) (2)
|
|
|
|
6.
|
Shared Voting Power
-0-
|
|
|
|
7.
|
Sole Dispositive Power
1,830,865 (1) (2)
|
|
|
|
8.
|
Shared Dispositive
Power
-0-
|
|
|
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,830,865 (1) (2)
|
|
|
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
o
|
|
|
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
6.11%
|
|
|
|
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
|
(1) Includes
options to purchase 78,097 shares of Common Stock exercisable within 60 days of
12/31/07.
(2) Excludes
performance shares to be awarded for 2007, the amount of which has not yet been
determined.
2
Item 1.
(a)
Name of Issuer
:
Monaco Coach Corporation
(b)
Address of Issuer’s Principal Executive
Offices
:
91320 Coburg Industrial Way, Coburg, OR
97408
Item 2.
(a)
Name of Person Filing
:
Kay L. Toolson
(b)
Address of Principal Business Office or,
if none, Residence
:
c/o Monaco Coach Corporation
91320 Coburg Industrial Way, Coburg, OR
97408
(c)
Citizenship
:
United States
(d)
Title of Class of Securities
:
Common Stock
(e)
CUSIP Number
:
60886R 10 3
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:
(a)
o
Broker or dealer registered under section
15 of the Act (15 U.S.C. 78o).
(b)
o
Bank as defined in section 3(a)(6) of
the Act (15 U.S.C. 78c).
(c)
o
Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
(d)
o
Investment company registered under section
8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)
o
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
o
An employee benefit plan or endowment
fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
o
A parent holding company or control
person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)
o
A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
o
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);
(j)
o
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
3
Item 4.
Ownership
Provide the
following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
(a)
Amount beneficially owned: 1,830,865
Common Stock held at 12/31/07 (1) (2)
(b)
Percent of class: 6.11%
(c)
Number of shares as to which the person
has:
(i)
Sole power to vote or to direct the vote:
1,830,865 (1) (2)
(ii)
Shared power to vote or to direct the
vote N/A
(iii)
Sole power to dispose or to direct the
disposition of 1,830,865 (1) (2)
(iv)
Shared power to dispose or to direct the
disposition of N/A
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.
(1) Includes
options to purchase 78,097 shares of Common Stock exercisable within 60 days of
12/31/07.
(2) Excludes
performance shares to be awarded for 2007, the amount of which has not yet been
determined.
4
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.
|
|
February 11, 2008
|
|
|
|
Date
|
|
|
|
|
|
|
|
/s/ Kay L. Toolson
|
|
|
|
Signature
|
|
|
|
|
|
|
|
Kay L. Toolson, Chief Executive
Officer and Chairman
|
|
|
|
Name/Title
|
|
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