Schedule 13D Riley

-----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, Mp+7FAxKMsMcLCXzEEd/JaS07bM9mv8RAr0ETtyLHtxoV+e7oAIiLM6+r8GL51tA y/MkcWY5TaZ0WXuclf8Dug== 0001116502-05-002727.txt : 20051202 0001116502-05-002727.hdr.sgml : 20051202 20051202130821 ACCESSION NUMBER: 0001116502-05-002727 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051202 DATE AS OF CHANGE: 20051202 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/A 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51137 FILM NUMBER: 051239917 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/A 1 sc13da1riley.htm AMENDMENT NO. 1 TO SC13D RILEY Schedule 13D Riley

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-1)

(Amendment No. 1)*

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)

December 1, 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 7

Total Pages 9

CUSIP No. 637277104

SCHEDULE 13D/A

Page 2 of 9 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/A

Page 3 of 9 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/A

Page 4 of 9 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/A

Page 5 of 9 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/A

Page 6 of 9 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/A

Page 7 of 9 Pages

Item 4.

Purpose of Transaction.

This item is amended by adding the paragraph below to the end of the item:

“In a letter dated December 1, 2005, Bryant R. Riley repeated the interest of the Reporting Persons and Robert B. Lee in acquiring the shares of the Issuer that they do not already own, and expressed interest in meeting with representatives of the Issuer to discuss the matter. The letter is attached as an exhibit to Amendment No. 1 to Schedule 13D.”

Item 7.

Material to be Filed as Exhibits.

Schedule A – Transactions Since October 2, 2005

Exhibit 99.1 – Letter to National R.V. Holdings, Inc. dated December 1, 2005

CUSIP No. 637277104

SCHEDULE 13D/A

Page 8 of 9 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: December 1, 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/A

Page 9 of 9 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

*These shares were sold before a decision to make a proposal to the Issuer was made 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 LETTER November 28, 2005

Exhibit 99.1

CC ACQUISITION GROUP, INC.
11100 Santa Monica Boulevard, Suite 800
Los Angeles, California 90025

December 1, 2005

Mr. Doy B. Henley, Chairman

Board of Directors

National R.V. Holdings, Inc.

3411 North Perris Blvd.

Perris, California 92571

Re:

National R.V. Holdings, Inc.

Dear Mr. Henley:

On November 21st, we presented you a proposal to purchase the outstanding shares of NVH for $6.25 per share. In that meeting, we suggested that we wished to pursue a “friendly” transaction and put forth a list of concerns that we felt highlighted reasons that the Company would be better off as a privately held firm. Later on that day, your CEO proactively called me to tell me that our bid would be taken “seriously”.

Given this background, we were disappointed by your letter. While we had no illusions that you would immediately accept our bid, we anticipated a healthy dialogue that would enable us to present our views to the Board and shareholders and see if it made sense to continue our discussions. At the very least, we expected a process that would have demonstrated to us why you believe there is value to the Company that was not reflected in our proposal.

We have a genuine interest in acquiring the Company, believe there are good reasons to act now, and believe that failing to have any discussions about our proposals is not in the best interests of the shareholders. We would appreciate the opportunity to determine whether, as your letter suggests, there is additional value in the Company that would justify an increase in our proposal or would help us suggest ways in which we could assist the board and management to improve the Company’s results of operations. As you know, we have a significant investment in the Company and would like to see that investment improve in value. We made our proposal because we believe significant changes are needed, including the obtaining of new financing, and because we believe these changes may be difficult to achieve in the public spotlight, particularly with the cost of compliance with pub lic reporting rules as an added expense.

While your recent letter states that there is in place a concrete strategy which is the best course for maximizing shareholder value, it is worth noting that the issues that NVH is struggling with today are many of the same issues that have plagued the company for years. Excessive warranty costs, worker compensation issues, production inefficiencies, model changes, inventory balancing and overcapacity have all been recurring problems. Under such circumstances, we ask that you carefully consider whether your shareholders should be given the opportunity to accept a buyout proposal and whether discussions with us could lead to such an opportunity. While you may be willing to take the risk that conditions can improve under the current plan, they may feel differently. A fairly

Doy B. Henley, Chairman

December 1, 2005

Page 2

presented, non-coercive offer to them may be the opportunity they seek. We are willing to work with you to give shareholders this opportunity and to abide by the decision of a majority of the holders not participating in our proposal.

We would welcome the opportunity to meet with you and your financial advisors to explore the alternatives available. We repeat our offer to enter into a confidentiality agreement, which would allow you to supplement the information available to us from your public filings. As noted, if you see opportunities which would justify a modification to our proposal, or could provide dealers, customers, suppliers and employees assurance we have the best interests of the Company in mind, we would welcome such a dialogue. But based on the historical results, we feel there is a risk to us and all other shareholders from continuing on the present course.

Very truly yours,

Bryant R. Riley

for CC Acquisition Group, Inc.

B. Riley & Co., Inc.

SACC Partners, L.P.

-----END PRIVACY-ENHANCED MESSAGE-----