-----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, QUB4hTCjNz0GPrmafWbsNtDhK3YLIZj6HdTNpNXLySh2/4YPJHdudC3UzO7/oomO 5lIHLQJvccBxeLm5Ehm/3w== 0001116502-05-002655.txt : 20051122 0001116502-05-002655.hdr.sgml : 20051122 20051121202922 ACCESSION NUMBER: 0001116502-05-002655 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051122 DATE AS OF CHANGE: 20051121 GROUP MEMBERS: B. RILEY & CO., INC. GROUP MEMBERS: B. RILEY & CO., RETIREMENT TRUST GROUP MEMBERS: BRYANT R. RILEY GROUP MEMBERS: RILEY INVESTMENT MANAGEMENT LLC GROUP MEMBERS: SACC PARTNERS, LP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RILEY BRYANT R CENTRAL INDEX KEY: 0001207269 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 11150 SANTA MONICA BLVD STE 750 CITY: LOS ANGELES STATE: CA ZIP: 90025 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL RV HOLDINGS INC CENTRAL INDEX KEY: 0000910655 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 330371079 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51137 FILM NUMBER: 051219558 BUSINESS ADDRESS: STREET 1: 3411 N PERRIS BLVD CITY: PERRIS STATE: CA ZIP: 92571 BUSINESS PHONE: 9099436007 MAIL ADDRESS: STREET 1: 3411 N PERRIS BLVD CITY: PERRIS STATE: CA ZIP: 92571 SC 13D 1 sc13driley.htm SCHEDULE 13D BRYANT RILEY Schedule 13D Riley


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-1)



(Amendment No. ____)*

National R.V. Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

637277104

(CUSIP Number)

Bryant R. Riley

11100 Santa Monica Boulevard, Suite 800

Los Angeles, California 90025

(310) 966-1444

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 21, 2005

(Date of Event which Requires

Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240-13d-1(g) or 240.13d-1(g), check the following box. ý

*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).

Exhibit Index on Page 8

Total Pages 10





CUSIP No. 637277104

SCHEDULE 13D

Page 2 of 10 Pages




1

Name of Reporting Person

Bryant R. Riley


IRS Identification No. of Above Person

2

Check the Appropriate Box if a member of a Group

(a) ý


(b) ¨

3

SEC USE ONLY

4

Source of Funds

AF

5

Check Box if Disclosure of Legal Proceedings is

Required Pursuant to Items 2(d) or 2(e)

¨

6

Citizenship or Place of Organization

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

7

Sole Voting Power

945,633

8

Shared Voting Power

0

9

Sole Dispositive Power

945,633

10

Shared Dispositive Power

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

945,633

12

Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares

ý

13

Percent of Class Represented by Amount in Row 11

9.15%

14

Type of Reporting Person

IN






CUSIP No. 637277104

SCHEDULE 13D

Page 3 of 10 Pages




1

Name of Reporting Person

SACC Partners, LP


IRS Identification No. of Above Person

2

Check the Appropriate Box if a member of a Group

(a) ý


(b) ¨

3

SEC USE ONLY

4

Source of Funds

WC

5

Check Box if Disclosure of Legal Proceedings is

Required Pursuant to Items 2(d) or 2(e)

¨

6

Citizenship or Place of Organization

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

7

Sole Voting Power

920,133

8

Shared Voting Power

0

9

Sole Dispositive Power

920,133

10

Shared Dispositive Power

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

920,133

12

Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares

ý

13

Percent of Class Represented by Amount in Row 11

8.90%

14

Type of Reporting Person

PN







CUSIP No. 637277104

SCHEDULE 13D

Page 4 of 10 Pages




1

Name of Reporting Person

Riley Investment Management LLC


IRS Identification No. of Above Person

2

Check the Appropriate Box if a member of a Group

(a) ý


(b) ¨

3

SEC USE ONLY

4

Source of Funds

AF

5

Check Box if Disclosure of Legal Proceedings is

Required Pursuant to Items 2(d) or 2(e)

¨

6

Citizenship or Place of Organization

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

7

Sole Voting Power

920,133

8

Shared Voting Power

0

9

Sole Dispositive Power

920,133

10

Shared Dispositive Power

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

920,133

12

Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares

ý

13

Percent of Class Represented by Amount in Row 11

8.90%

14

Type of Reporting Person

IA







CUSIP No. 637277104

SCHEDULE 13D

Page 5 of 10 Pages




1

Name of Reporting Person

B. Riley & Co., Inc.


IRS Identification No. of Above Person

2

Check the Appropriate Box if a member of a Group

(a) ý


(b) ¨

3

SEC USE ONLY

4

Source of Funds

WC

5

Check Box if Disclosure of Legal Proceedings is

Required Pursuant to Items 2(d) or 2(e)

¨

6

Citizenship or Place of Organization

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

7

Sole Voting Power

500

8

Shared Voting Power

0

9

Sole Dispositive Power

500

10

Shared Dispositive Power

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

500

12

Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares

ý

13

Percent of Class Represented by Amount in Row 11

0.0%

14

Type of Reporting Person

BD







CUSIP No. 637277104

SCHEDULE 13D

Page 6 of 10 Pages




1

Name of Reporting Person

B. Riley & Co. Retirement Trust


IRS Identification No. of Above Person

2

Check the Appropriate Box if a member of a Group

(a) ý


(b) ¨

3

SEC USE ONLY

4

Source of Funds

WC

5

Check Box if Disclosure of Legal Proceedings is

Required Pursuant to Items 2(d) or 2(e)

¨

6

Citizenship or Place of Organization

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

7

Sole Voting Power

25,000

8

Shared Voting Power

0

9

Sole Dispositive Power

25,000

10

Shared Dispositive Power

0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

25,000

12

Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares

ý

13

Percent of Class Represented by Amount in Row 11

0.2%

14

Type of Reporting Person

EP






CUSIP No. 637277104

SCHEDULE 13D

Page 7 of 10 Pages



Item 1.

Security and Issuer

National R.V. Holdings, Inc.


Item 2.

Identity and Background.

(a)

SACC Partners LP (Delaware limited partnership)

Riley Investment Management LLC (Delaware limited liability company)

B. Riley & Co. Inc.(Delaware corporation; NASD member broker-delaer)

B. Riley & Co. Retirement Trust (tax qualified employee benefit plan)

Bryant R. Riley (individual residing in California)

(b)

11100 Santa Monica Blvd.

Suite 800
Los Angeles, California

(c)

Mr. Riley owns and manages all of the outstanding membership interests of Riley Investment Management LLC (“RIM”), a California registered investment adviser. RIM is the investment adviser to and general partner of SACC Partners LP (“SACC”). Mr. Riley is a trustee of B. Riley & Co. Retirement Trust (“BRCRT”), a tax qualified employee benefit plan. Finally, Mr. Riley is the chairman of B. Riley & Co, Inc. (“BRC”), a NASD member broker-dealer. Each entity is located at the address specified in (b) above.

(d)

None

(e)

None

(f)

United States

Item 3.

Source and Amount of Funds and Other Consideration.

SACC’s purchases were made with SACC partnership funds; BRCRT’s purchases were made with funds of the trust; and BRC’s purchases were made with its funds.

Item 4.

Purpose of Transaction.

The Reporting Persons originally acquired the securities of the Issuer reported on this Schedule 13D for investment purposes. The Reporting Persons have come to the conclusion that it is appropriate to join with Mr. Robert B. Lee and make a proposal to acquire the shares of the issuer they do not already own. The proposal was made in a letter delivered November 21, 2005 at a special meeting of the Issuer’s board of directors. The terms of the proposal are attached as an exhibit to this Schedule 13D.

This proposal could result in changes in the Issuer’s management, directors, or business operations and if completed would cause the Issuer’s common shares no longer to be listed on the New York Stock Exchange, and no longer to be publicly traded. If the proposal is accepted and consummated, the Issuer’s securities would become eligible for termination of registration under the Securities Exchange Act of 1934.






CUSIP No. 637277104

SCHEDULE 13D

Page 8 of 10 Pages



Item 5.

Interest in Securities of the Issuer.

(a)

SACC owns 920,133 shares of the Issuer’s common stock. Because RIM has sole voting and investment power over SACC’s security holdings and Mr. Riley, in his role as the sole manager of RIM, controls RIM’s voting and investment decisions, each of SACC; RIM and Mr. Riley may be deemed to have beneficial ownership of the shares held by SACC, representing approximately 8.90% of the Issuer’s outstanding stock.

BRC owns 500 shares of the Issuer’s common stock. Because Mr. Riley has sole voting and investment power over BRC’s security holdings, Mr. Riley may be deemed to have beneficial ownership of the shares held by BRC. BRCRT owns 25,000 shares of the Issuer’s common stock. Because Mr. Riley has voting and investment power over BRCRT’s security holdings, Mr. Riley may be deemed to have beneficial ownership of 25,000 shares of the Issuer’s common stock, representing 0.2% of the Issuer’s outstanding stock.  

To summarize, Mr. Riley may be deemed to beneficially own a total of 945,633 shares of the Issuer’s common stock (9.15%) through his relationships with SACC, RIM, BRC and BRCRT.

(b)

With respect to all of the shares that are held by SACC, BRC and BRCRT, Mr. Riley has sole power to vote and dispose or direct the disposition of the shares.

(c)

Transactions in the Issuer’s stock during the past sixty days are listed on Schedule A hereto.

(d)

None

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The relationships between Mr. Riley, SACC, BRC, BRCRT and RIM are described under Item 2(c) above. The reporting persons and Mr. Robert Lee have agreed to form a company and jointly make the proposal described in Item 4 above. The reporting persons disclaim beneficial ownership of any shares of the Issuer owned or controlled by Mr. Robert Lee.

Item 7.

Material to be Filed as Exhibits.

Schedule A – Transactions Since September 22, 2005

Exhibit 99.1 – Letter to National R.V. Holdings, Inc. dated November 21, 2005

Exhibit 99.2 – Press Release dated November 21, 2005







CUSIP No. 637277104

SCHEDULE 13D

Page 9 of 10 Pages




Signatures

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.

Date: November 21, 2005


 

SACC PARTNERS LP

  
 

By: Riley Investment Management LLC,

 

its General Partner

  
 

By:

/s/ BRYANT R. RILEY

 

Bryant R. Riley, President

  
  
 

RILEY INVESTMENT MANAGEMENT LLC

  
 

By:

/s/ BRYANT R. RILEY

 

Bryant R. Riley, President

  
  
 

B. RILEY & CO. RETIREMENT TRUST

  
 

By:

/s/ BRYANT R. RILEY

 

Bryant R. Riley, Trustee

  
  
 

B. RILEY & CO., INC.

  
 

By:

/s/ BRYANT R. RILEY

 

Bryant R. Riley, Chairman

  
  
 

/s/ BRYANT R. RILEY

 

Bryant R. Riley


Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).






CUSIP No. 637277104

SCHEDULE 13D

Page 10 of 10 Pages




Schedule A


B. Riley & Co., Inc.

  
   

Date

Price

No. of Shares

10/26/2005

$4.75

300

10/7/2005

$5.10

200





SAAC Partners LP

  
   

Date

Price

No. of Shares

11/21/2005

$5.55

(75,000

)*

10/27/2005

$4.75

(158,400

)

10/27/2005

$4.75

100,000

 

10/27/2005

$4.75

158,400

 

10/13/2005

$4.90

2,500

 

10/12/2005

$5.15

2,500

 

10/6/2005

$5.08

8,000

 

9/30/2005

$5.25

5,000

 

9/28/2005

$5.32

5,000

 

9/25/2005

$5.40

5,000

 

9/22/2005

$5.49

5,000

 

9/21/2005

$5.70

(100,000

)


*These shares were sold to ensure that the Reporting Persons and Mr. Robert Lee would not constitute an “acquiring person” with beneficial ownership of at least 15% of the outstanding shares of the Issuer under that certain Rights Agreement between the Issuer and Continental Stock Transfer & Trust Company dated August 20, 1996.





EX-99.1 2 exh991.htm ADDITIONAL EXHIBITS United States Securities & Exchange Commission EDGAR Filing

EXHIBIT 99.1

CC ACQUISITION GROUP, INC.

11100 Santa Monica Boulevard, Suite 800

Los Angeles, California 90025

November 21, 2005


Board of Directors

National RV Holdings, Inc.

3411 North Perris Blvd.

Perris, California 92571

Dear Sirs:

We present the following proposal to acquire all of the outstanding shares of common stock of National RV Holdings, Inc. not already owned by us or our affiliates SACC Partners, L.P., B Riley & Co., Inc and Robert B. Lee for $ 6.25 per share in cash. This proposal represents a 13% premium over the closing price on November 18, 2005 and a premium of approximately 27% over the average closing price for the 30 trading days preceding this proposal.

We believe this offer presents an excellent opportunity for the Company’s shareholders to realize a premium for their shares at a fair price.

National RV is unable to manufacture at full capacity due to a lack of demand for Class A motorhomes, causing costly manufacturing inefficiencies. Due to macroeconomic forces, we see this lack of demand continuing for the foreseeable future. This coupled with the company’s inability to successfully launch new products is causing the company to lose money on a daily basis and steadily approach insolvency. This is evidenced by company’s deteriorating share price. We believe it is imperative that the company downsize and take other steps to reduce costs, but that the needed steps may be difficult to achieve as a public company. Further, as large shareholders, we see other significant benefits to being a private company. Among other items, Sarbanes-Oxley 404 compliance is a tremendous burden for NVH, costing the company upwards of $2 million per year in administrative and consulting expenses.

By downsizing and operating as a private company, we believe we can achieve profitability. Privatizing NVH will allow us to take decisive and, if need be, drastic steps to return the company to profitability without having to answer to public scrutiny during the potentially lengthy process. Further, the new financing we plan to provide should help prevent or reduce concern among current and potential dealers and clients.

Finally, we believe it is fair to consider the public market for NVH’s shares illiquid at best. Liquidity could become a serious problem for us as well as other current shareholders because the company faces the prospect of being delisted from the NYSE. We believe a transaction at a substantial premium to recent market prices offers us the chance to return the company to profitability while providing other current shareholders a fair price as well as a liquidity event.




Board of Directors

National RV Holdings, Inc.

November 21, 2005

Page 2




To facilitate a transaction, we have asked [**] to assist with financing, and engaged Paul, Hastings, Janofsky & Walker LLP as legal advisor. In that regard, [**] has advised us they believe they can provide financing for the proposed transaction that is sufficient to consummate the transaction and provide the company working capital for restructuring. We are ready to negotiate a definitive merger agreement that would contain customary terms and conditions for transactions of this type. Representatives of [**] and Paul Hastings are available to meet with the Board of Directors to discuss this proposal at your earliest convenience.

As indicated, our proposal depends on completion of the necessary financing. We request that while you are considering our proposal you permit our advisors and bank to conduct customary “due diligence” to complete our financing plan, and are prepared to execute an appropriate confidentiality document for this purpose. We acknowledge that any information you provide to us may need to be provided to third parties, subject to similar confidentiality terms. Our proposal is also conditioned upon reaching agreement with a sufficient number of managers to continue their involvement with the company following the transaction on mutually satisfactory terms. We wish to reassure these managers of our commitment to the business and we request your permission to discuss their participation with them.

While we are prepared to move quickly, the Board of Directors will require a reasonable time to evaluate this proposal. Given Robert Lee’s involvement, the Board of Directors may want to establish a special committee to review the proposal, and that committee may choose to engage an investment banking firm to assist in its review.

While we appreciate and respect the Board’s need to conduct an appropriate process in evaluating our proposal, time is of the essence and your prompt consideration to this proposal is requested. Accordingly, while we reserve the right to terminate this proposal earlier, we plan to terminate or withdraw it if a definitive merger agreement has not been executed by December 31, 2005.

 

CC ACQUISITION GROUP, INC.

 

By

/s/ BRYANT R. RILEY

  

Bryant R. Riley, Vice President

   
 

By

/s/ ROBERT B. LEE

  

Robert B. Lee, Vice President


[**] = Information redacted pursuant to a confidential treatment request. Such omitted information has been filed separately with the Securities and Exchange Commission



EX-99.2 3 exh992.htm PRESS RELEASE EXHIBIT 99

EXHIBIT 99.2

B. Riley & Co., SACC Partners and Robert Lee Propose to Acquire All Outstanding Shares of National R.V. Holdings, Inc. for $6.25 Per Share in Cash

PERRIS, CA – November 21, 2005 – B. Riley & Co., SACC Partners and Robert B. Lee today announced that they have made an offer to the board of directors of National R.V. Holdings, Inc. to acquire the approximately 85.12% of the outstanding shares of common stock of National R.V. Holdings not already owned by them or their affiliates, for $6.25 per share in cash, plus the assumption of the Company’s debt and other obligations. The acquisition proposal is made through CC Acquisition Group, Inc., a newly formed entity. The per share consideration offered places the total enterprise value of the transaction, which includes the assumption of debt, at approximately $92 million.

The offer represents a 13% premium over the closing price on November 18, 2005 and a premium of approximately 27% to the average closing price for NVH shares over the last 30 trading days.

The offer contemplates the negotiation and execution of a binding agreement prior to December 31, 2005, which would contain customary terms and conditions for transactions of this type. The offerors have received a preliminary proposal with respect to the financing for the proposed transaction.  The proposal made by the offerors is subject to completing this financing and to reaching agreement on mutually satisfactory terms for a sufficient number of managers to remain with the Company following the transaction.

Robert B. Lee is the Chairman Emeritus and Founder and a significant stockholder of National R.V. Holdings, Inc. and controls, approximately 5.73% of the total number of outstanding shares. SACC Partners, L.P. is an affiliate of B. Riley & Co., Inc., an investment banking firm; SACC Partners, L.P. and its affiliates own or control approximately 9.15% of the total number of outstanding shares.

A MERGER OR TENDER OFFER FOR THE OUTSTANDING SHARES OF NATIONAL R.V. HOLDINGS, INC., COMMON STOCK HAS NOT YET COMMENCED. IF A MERGER OR TENDER OFFER COMMENCES, EACH SECURITY HOLDER OF NATIONAL R.V. HOLDINGS, INC. SHOULD READ THE PROXY STATEMENT OR TENDER OFFER STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER OR TENDER OFFER. ONCE A FILING IS MADE, SECURITY HOLDERS OF NATIONAL R.V. HOLDINGS, INC. CAN OBTAIN THE PROXY STATEMENT OR TENDER OFFER STATEMENT AND OTHER DOCUMENTS THAT ARE FILED WITH THE SECURITIES EXCHANGE COMMISSION’S WEB SITE AT HTTP://WWW.SEC.GOV. SECURITY HOLDERS OF NATIONAL R.V. HOLDINGS, INC. MAY ALSO OBTAIN COPIES OF THE PROXY STATEMENT OR TENDER OFFER STATEMENT AND OTHER




DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR FREE BY CONTACTING B. RILEY & CO., INC. WHEN THE DOCUMENTS BECOME AVAILABLE.

IN ADDITION TO THE PROXY STATEMENT OR TENDER OFFER AND NATIONAL RV HOLDINGS FILES ANNUAL, QUARTERLY AND SPECIAL REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH THE SECURITIES AND EXCHANGE COMMISSION. YOU MAY READ AND COPY ANY REPORTS, STATEMENTS OR OTHER INFORMATION FILED BY RV HOLDINGS AT THE SEC PUBLIC REFERENCE ROOM AT 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549. PLEASE CALL THE COMMISSION AT 1-800-SEC-0330 FOR FURTHER INFORMATION ON THE PUBLIC REFERENCE ROOM. NATIONAL RV HOLDINGS’ FILINGS WITH THE COMMISSION ARE ALSO AVAILABLE TO THE PUBLIC FROM COMMERCIAL DOCUMENT-RETRIEVAL SERVICES AND AT THE WEBSITE MAINTAINED BY THE COMMISSION AT HTTP://WWW.SEC.GOV.

###

SOURCE B. Riley & Co., Inc.


CONTACT:

Bryant R. Riley or Tom Kelleher of B. Riley & Co., Inc.,

+1-310-966-1444



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