Monaco Coach Corp /DE/ - Amended Statement of Ownership (SC 13G/A)
July 10 2008 - 3:35PM
Edgar (US Regulatory)
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CUSIP NO.
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60886R103
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13G
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Page 1 of 16
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Monaco Coach Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
60886R103
(CUSIP Number)
June 30, 2008
(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
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*The remainder of this cover page shall be filled out for a reporting person's
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initial filing on this form with respect to the subject class of securities, and
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for any subsequent amendment containing information which would alter the
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disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to
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be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
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("Act") or otherwise subject to the liabilities of that section of the Act but
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shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP NO.
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60886R103
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13G
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Page 2 of 16
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1.
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NAMES OF REPORTING PERSONS.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE DISPOSITIVE POWER
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8.
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SHARED DISPOSITIVE POWER
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12.
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TYPE OF REPORTING PERSON
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CUSIP NO.
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60886R103
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13G
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Page 3 of 16
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1.
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NAMES OF REPORTING PERSONS.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE DISPOSITIVE POWER
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8.
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SHARED DISPOSITIVE POWER
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12.
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TYPE OF REPORTING PERSON
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CUSIP NO.
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60886R103
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13G
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Page 4 of 16
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1.
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NAMES OF REPORTING PERSONS.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE DISPOSITIVE POWER
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8.
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SHARED DISPOSITIVE POWER
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12.
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TYPE OF REPORTING PERSON
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CUSIP NO.
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60886R103
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13G
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Page 5 of 16
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1.
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NAMES OF REPORTING PERSONS.
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Franklin Advisory Services, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE DISPOSITIVE POWER
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8.
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SHARED DISPOSITIVE POWER
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12.
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TYPE OF REPORTING PERSON
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CUSIP NO.
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60886R103
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13G
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Page 6 of 16
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(b)
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Address of Issuer's Principal Executive Offices
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(a)
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Name of Person Filing
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(i):
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Franklin Resources, Inc.
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(iii):
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Rupert H. Johnson, Jr.
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(iv):
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Franklin Advisory Services, LLC
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(b)
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Address of Principal Business Office or, if none, Residence
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(iv):
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One Parker Plaza, Ninth Floor
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(d)
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Title of Class of Securities
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Common Stock, $.01 par value
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CUSIP NO.
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60886R103
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13G
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Page 7 of 16
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
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check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15
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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
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(d)
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Investment company registered under section 8 of the
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Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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x
An investment adviser in accordance with §240.13d-1(b)(1)(ii)
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(f)
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o
An employee benefit plan or endowment fund in accordance with
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(g)
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x
A parent holding company or control person in accordance with
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(h)
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A savings associations as defined in Section 3(b) of the
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Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an
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investment company under section 3(c)(14) of the Investment
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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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The securities reported herein (the Securities) are beneficially owned by one or
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more open- or closed-end investment companies or other managed accounts that are
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investment management clients of investment managers that are direct and indirect
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subsidiaries (each, an Investment Management Subsidiary and, collectively, the
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Investment Management Subsidiaries) of Franklin Resources, Inc. (FRI), including
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the Investment Management Subsidiaries listed in Item 7. Investment management
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contracts grant to the Investment Management Subsidiaries all investment and/or
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voting power over the securities owned by such investment management clients, unless
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otherwise noted in this Item 4. Therefore, for purposes of Rule 13d-3 under the Act,
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the Investment Management Subsidiaries may be deemed to be the beneficial owners of
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Beneficial ownership by investment management subsidiaries and other affiliates of
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FRI is being reported in conformity with the guidelines articulated by the SEC staff
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in Release No. 34-39538 (January 12, 1998) relating to organizations, such as FRI,
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where related entities exercise voting and investment powers over the securities
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being reported independently from each other. The voting and investment powers held
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by Franklin Mutual Advisers, LLC (FMA), an indirect wholly-owned Investment
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Management Subsidiary, are exercised independently from FRI and from all other
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Investment Management Subsidiaries (FRI, its affiliates and the Investment Management
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Subsidiaries other than FMA are collectively, FRI affiliates). Furthermore,
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internal policies and procedures of FMA and FRI establish informational barriers that
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prevent the flow between FMA and the FRI affiliates of information that relates to
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the voting and investment powers over the securities owned by their respective
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investment management clients. Consequently, FMA and the FRI affiliates report the
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securities over which they hold investment and voting power separately from each
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other for purposes of Section 13 of the Act.
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CUSIP NO.
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60886R103
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13G
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Page 8 of 16
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Charles B. Johnson and Rupert H. Johnson, Jr. (the Principal Shareholders) each own
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in excess of 10% of the outstanding common stock of FRI and are the principal
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stockholders of FRI. FRI and the Principal Shareholders may be deemed to be, for
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purposes of Rule 13d-3 under the Act, the beneficial owners of securities held by
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persons and entities for whom or for which FRI subsidiaries provide investment
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management services. The number of shares that may be deemed to be beneficially
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owned and the percentage of the class of which such shares are a part are reported in
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Items 9 and 11 of the cover pages for FRI and each of the Principal Shareholders.
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FRI, the Principal Shareholders and each of the Investment Management Subsidiaries
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disclaim any pecuniary interest in any of the Securities. In addition, the filing of
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this Schedule 13G on behalf of the Principal Shareholders, FRI and FRI affiliates, as
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applicable, should not be construed as an admission that any of them is, and each
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disclaims that it is, the beneficial owner, as defined in Rule 13d-3, of any of the
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FRI, the Principal Shareholders, and each of the Investment Management Subsidiaries
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believe that they are not a group within the meaning of Rule 13d-5 under the Act
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and that they are not otherwise required to attribute to each other the beneficial
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ownership of the Securities held by any of them or by any persons or entities for
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whom or for which FRI subsidiaries provide investment management services.
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(a)
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Amount beneficially owned:
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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
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Franklin Resources, Inc.:
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0
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Rupert H. Johnson, Jr.:
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0
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Franklin Advisory Services, LLC:
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2,929,400
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(ii)
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Shared power to vote or to direct the vote
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(iii)
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Sole power to dispose or to direct the disposition of
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Franklin Resources, Inc.:
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0
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Rupert H. Johnson, Jr.:
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0
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Franklin Advisory Services, LLC:
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3,073,500
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(iv)
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Shared power to dispose or to direct the disposition of
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date
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hereof the reporting person has ceased to be the beneficial owner of more
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than five percent of the class of securities,
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check the following
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. Not Applicable
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CUSIP NO.
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60886R103
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13G
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Page 9 of 16
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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The clients of the Investment Management Subsidiaries, including investment
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companies registered under the Investment Company Act of 1940 and other
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managed accounts, have the right to receive or power to direct the receipt
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of dividends from, as well as the proceeds from the sale of, such securities
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reported on in this statement.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the
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Security Being Reported on By the Parent Holding Company
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable (See also Item 4)
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Item 9.
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Notice of Dissolution of Group
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CUSIP NO.
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60886R103
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13G
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Page 10 of 16
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By signing below I certify that, to the best of my knowledge and belief, the
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securities referred to above were acquired and are held in the ordinary course of
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business and were not acquired and are not held for the purpose of or with the effect
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of changing or influencing the control of the issuer of the securities and were not
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acquired and are not held in connection with or as a participant in any transaction
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having that purpose or effect.
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This report shall not be construed as an admission by the persons filing the report
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that they are the beneficial owner of any securities covered by this report.
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After reasonable inquiry and to the best of my knowledge and belief, I certify that
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the information set forth in this statement is true, complete and correct.
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-----------------------------
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Secretary of Franklin Resources, Inc.
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Attorney-in-Fact for Charles B. Johnson pursuant to Power of Attorney
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attached to this Schedule 13G
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Attorney-in-Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
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attached to this Schedule 13G
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Franklin Advisory Services, LLC
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---------------------------------
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Secretary of Franklin Advisory Services, LLC
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CUSIP NO.
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60886R103
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13G
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Page 11 of 16
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In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
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amended, the undersigned hereby agree to the joint filing with each other of the
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attached statement on Schedule 13G and to all amendments to such statement and that
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such statement and all amendments to such statement are made on behalf of each of
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IN WITNESS WHEREOF, the undersigned have executed this agreement on
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-----------------------------
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Secretary of Franklin Resources, Inc.
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Attorney-in-Fact for Charles B. Johnson pursuant to Power of Attorney
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attached to this Schedule 13G
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Attorney-in-Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
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attached to this Schedule 13G
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Franklin Advisory Services, LLC
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---------------------------------
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Secretary of Franklin Advisory Services, LLC
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CUSIP NO.
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60886R103
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13G
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Page 12 of 16
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LIMITED POWER OF ATTORNEY
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SECTION 13 REPORTING OBLIGATIONS
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Know all by these presents, that the undersigned hereby makes, constitutes
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and appoints each of Robert Rosselot and Maria Gray, each acting individually, as the
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undersigneds true and lawful attorney-in-fact, with full power and authority as
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hereinafter described on behalf of and in the name, place and stead of the
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(1)
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prepare, execute, acknowledge, deliver and file Schedules 13D and 13G
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(including any amendments thereto or any related documentation) with the United
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States Securities and Exchange Commission, any national securities exchanges and
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Franklin Resources, Inc., a Delaware corporation (the Reporting Entity), as
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considered necessary or advisable under Section 13 of the Securities Exchange Act of
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1934 and the rules and regulations promulgated thereunder, as amended from time to
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time (the Exchange Act); and
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(2)
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perform any and all other acts which in the discretion of such
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attorney-in-fact are necessary or desirable for and on behalf of the undersigned in
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connection with the foregoing.
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The undersigned acknowledges that:
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(1)
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this Limited Power of Attorney authorizes, but does not require, each such
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attorney-in-fact to act in their discretion on information provided to such
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attorney-in-fact without independent verification of such information;
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(2)
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any documents prepared and/or executed by either such attorney-in-fact on
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behalf of the undersigned pursuant to this Limited Power of Attorney will be in such
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form and will contain such information and disclosure as such attorney-in-fact, in
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his or her discretion, deems necessary or desirable;
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(3)
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neither the Reporting Entity nor either of such attorneys-in-fact assumes (i)
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any liability for the undersigneds responsibility to comply with the requirements of
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the Exchange Act or (ii) any liability of the undersigned for any failure to comply
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with such requirements; and
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(4)
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this Limited Power of Attorney does not relieve the undersigned from
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responsibility for compliance with the undersigneds obligations under the Exchange
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Act, including without limitation the reporting requirements under Section 13 of the
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CUSIP NO.
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60886R103
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13G
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Page 13 of 16
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The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full
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power and authority to do and perform all and every act and thing whatsoever
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requisite, necessary or appropriate to be done in and about the foregoing matters as
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fully to all intents and purposes as the undersigned might or could do if present,
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hereby ratifying all that each such attorney-in-fact of, for and on behalf of the
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undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of
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This Limited Power of Attorney shall remain in full force and effect until revoked
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by the undersigned in a signed writing delivered to each such attorney-in-fact.
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IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be
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executed as of this
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30th
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day of
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April
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, 2007
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CUSIP NO.
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60886R103
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13G
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Page 14 of 16
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LIMITED POWER OF ATTORNEY
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SECTION 13 REPORTING OBLIGATIONS
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Know all by these presents, that the undersigned hereby makes, constitutes
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and appoints each of Robert Rosselot and Maria Gray, each acting individually, as the
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undersigneds true and lawful attorney-in-fact, with full power and authority as
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hereinafter described on behalf of and in the name, place and stead of the
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(1)
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prepare, execute, acknowledge, deliver and file Schedules 13D and 13G
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(including any amendments thereto or any related documentation) with the United
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States Securities and Exchange Commission, any national securities exchanges and
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Franklin Resources, Inc., a Delaware corporation (the Reporting Entity), as
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considered necessary or advisable under Section 13 of the Securities Exchange Act of
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1934 and the rules and regulations promulgated thereunder, as amended from time to
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time (the Exchange Act); and
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(2)
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perform any and all other acts which in the discretion of such
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attorney-in-fact are necessary or desirable for and on behalf of the undersigned in
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connection with the foregoing.
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The undersigned acknowledges that:
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(1)
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this Limited Power of Attorney authorizes, but does not require, each such
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attorney-in-fact to act in their discretion on information provided to such
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attorney-in-fact without independent verification of such information;
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(2)
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any documents prepared and/or executed by either such attorney-in-fact on
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behalf of the undersigned pursuant to this Limited Power of Attorney will be in such
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form and will contain such information and disclosure as such attorney-in-fact, in
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his or her discretion, deems necessary or desirable;
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(3)
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neither the Reporting Entity nor either of such attorneys-in-fact assumes (i)
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any liability for the undersigneds responsibility to comply with the requirements of
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the Exchange Act or (ii) any liability of the undersigned for any failure to comply
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with such requirements; and
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(4)
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this Limited Power of Attorney does not relieve the undersigned from
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responsibility for compliance with the undersigneds obligations under the Exchange
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Act, including without limitation the reporting requirements under Section 13 of the
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CUSIP NO.
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60886R103
|
13G
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Page 15 of 16
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The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full
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power and authority to do and perform all and every act and thing whatsoever
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requisite, necessary or appropriate to be done in and about the foregoing matters as
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fully to all intents and purposes as the undersigned might or could do if present,
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hereby ratifying all that each such attorney-in-fact of, for and on behalf of the
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undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of
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This Limited Power of Attorney shall remain in full force and effect until revoked
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by the undersigned in a signed writing delivered to each such attorney-in-fact.
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IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be
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executed as of this
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25th
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day of
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April
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, 2007
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/s/ Rupert H. Johnson, Jr.
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CUSIP NO.
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60886R103
|
13G
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Page 16 of 16
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Franklin Advisory Services, LLC
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Item 3 Classification: 3(e)
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