-----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, WTahxK4j4tUjZAltiSesDy8HLREZd8ijl7yXrYFvoWtRkl7BRXtbfQ/qKjqpLTP/ OrHnhTMdt0my+KuM3VNSJQ== 0001116502-06-002371.txt : 20061206 0001116502-06-002371.hdr.sgml : 20061206 20061205184933 ACCESSION NUMBER: 0001116502-06-002371 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061206 DATE AS OF CHANGE: 20061205 GROUP MEMBERS: B. RILEY & CO. INC. GROUP MEMBERS: B. RILEY & CO. RETIREMENT TRUST GROUP MEMBERS: BRYANT RILEY GROUP MEMBERS: RILEY INVESTMENT MANAGEMENT LLC GROUP MEMBERS: SACC PARTNERS LP 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: 061258637 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Riley Investment Management LLC CENTRAL INDEX KEY: 0001345523 IRS NUMBER: 954799549 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 91042 BUSINESS PHONE: 310-966-1444 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 91042 SC 13D/A 1 sc13damend3.htm AMENDMENT 3 TO SCHEDULE 13D United States Securities & Exchange Commission EDGAR Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13D

(Rule 13d-2-101)


INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)


(Amendment No. 3)1


National R.V. Holdings, Inc.

(Name of Issuer)


Common Stock

(Title of Class of Securities)


637277104

(CUSIP Number)



Bryant R. Riley

Riley Investment Management LLC

11100 Santa Monica Boulevard, Suite 810

Los Angeles, California 90025

                 (310) 966-1445           

 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


November 30, 2006

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: £


Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7(b) for other parties to whom copies are to be sent.


(Continued on following pages)


(Page 1 of 8 Pages)

———————

1  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 disclosures provided in a prior cover page.


The information required on 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).






CUSIP No.  637277104

13D

Page 2 of 8 Pages




1

NAME OF REPORTING PERSON

S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON


Riley Investment Management LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   [    ]

(b)   [ X]

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


Delaware

NUMBER OF

                              

SHARES

7

SOLE VOTING POWER


1,174,3831

BENEFICIALLY


OWNED BY

8

SHARED VOTING POWER


97,4502

EACH


REPORTING

9

SOLE DISPOSITIVE POWER


1,174,3831

PERSON


WITH

10

SHARED DISPOSITIVE POWER


97,4502

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


1,174,383

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*

[ X ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


11.36%3

14

TYPE OF REPORTING PERSON*


IA

1Because Riley Investment Management LLC has sole investment and voting power over 1,174,383 shares of Common Stock owned of record by SACC Partners LP, Riley Investment Management LLC may be deemed to have beneficial ownership of these shares.

2Riley Investment Management LLC has shared voting and dispositive power over 97,450 shares of Common Stock owned of record by investment advisory clients of Riley Investment Management LLC.  However, Riley Investment Management LLC disclaims beneficial ownership of these shares.

3Based on 10,339,484 shares of Common Stock outstanding at November 3, 2006, as reported in National RV Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the Securities and Exchange Commission on November 13, 2006.






CUSIP No.  637277104

13D

Page 3 of 8 Pages




1

NAME OF REPORTING PERSON

S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON


SACC Partners LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   [    ]

(b)   [ X]

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


Delaware

NUMBER OF

                              

SHARES

7

SOLE VOTING POWER


1,174,383

BENEFICIALLY


OWNED BY

8

SHARED VOTING POWER


-0-

EACH


REPORTING

9

SOLE DISPOSITIVE POWER


1,174,383

PERSON


WITH

10

SHARED DISPOSITIVE POWER


-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


1,174,383

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*

[    ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


11.36%1

14

TYPE OF REPORTING PERSON*


PN

1Based on 10,339,484 shares of Common Stock outstanding at November 3, 2006, as reported in National RV Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the Securities and Exchange Commission on November 13, 2006.






CUSIP No.  637277104

13D

Page 4 of 8 Pages




1

NAME OF REPORTING PERSON

S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON


B. Riley & Co. Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   [    ]

(b)   [ X]

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


Delaware

NUMBER OF

                              

SHARES

7

SOLE VOTING POWER


500

BENEFICIALLY


OWNED BY

8

SHARED VOTING POWER


-0-

EACH


REPORTING

9

SOLE DISPOSITIVE POWER


500

PERSON


WITH

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 SHARES*

[    ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


0.00%

14

TYPE OF REPORTING PERSON*


BD








CUSIP No.  637277104

13D

Page 5 of 8 Pages




1

NAME OF REPORTING PERSON

S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON


B. Riley & Co. Retirement Trust

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   [    ]

(b)   [ X]

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

7

SOLE VOTING POWER


25,000

BENEFICIALLY


OWNED BY

8

SHARED VOTING POWER


-0-

EACH


REPORTING

9

SOLE DISPOSITIVE POWER


25,000

PERSON


WITH

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 SHARES*

[    ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


0.24%1

14

TYPE OF REPORTING PERSON*


EP

1Based on 10,339,484 shares of Common Stock outstanding at November 3, 2006, as reported in National RV Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the Securities and Exchange Commission on November 13, 2006.






CUSIP No.  637277104

13D

Page 6 of 8 Pages




1

NAME OF REPORTING PERSON

S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON


Bryant Riley

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   [    ]

(b)   [ X]

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

7

SOLE VOTING POWER


1,199,3831

BENEFICIALLY


OWNED BY

8

SHARED VOTING POWER


97,9502

EACH


REPORTING

9

SOLE DISPOSITIVE POWER


1,199,3831

PERSON


WITH

10

SHARED DISPOSITIVE POWER


97,9502

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


1,199,383

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*

[ X ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


11.60%3

14

TYPE OF REPORTING PERSON*


IN

1Includes 1,174,383 shares of Common Stock owned by SACC Partners LP.  Because Riley Investment Management LLC has sole voting and investment power over SACC Partners LP’s security holdings and Mr. Riley, in his role as the sole manager of Riley Investment Management LLC, controls its voting and investment decisions, each of SACC Partners LP, Riley Investment Management LLC, and Mr. Riley may be deemed to have beneficial ownership of the 1,174,383 shares owned of record by SACC Partners LP.  Also, includes 500 shares of Common Stock owned by B. Riley & Co., Inc. Also, includes 25,000 shares of Common Stock owned by B. Riley & Co. Retirement Trust.  Because Mr. Riley, in his role as Trustee of the B. Riley & Co. Retirement Trust, controls its voting and investment decisions, Mr. Riley may be deemed to have beneficial ownership of the 25,000 shares owned of record by B. Riley & Co. Retirement Trust.

2Riley Investment Management LLC has shared voting and dispositive power over 97,450 shares of Common Stock owned by investment advisory clients of Riley Investment Management LLC.  Although Mr. Riley controls Riley Investment Management LLC’s voting and investment decisions for the investment advisory clients, Mr. Riley disclaims beneficial interest in these shares.  B. Riley & Co., Inc. has voting and dispositive power over 500 shares of Common Stock. Although Mr. Riley is the controlling shareholder and Chairman of B. Riley & Co., Inc., Mr. Riley disclaims beneficial ownership of these shares.

3Based on 10,339,484 shares of Common Stock outstanding at November 3, 2006, as reported in National RV Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the Securities and Exchange Commission on November 13, 2006.







CUSIP No.  637277104

13D

Page 7 of 8 Pages





Item 5.

Interest in Securities of the Issuer


Item 5 is amended to read as follows:


(a)

SACC owns 1,174,383 shares of Common Stock.  Because RIM has sole voting and investment power over SACC Partners LP’s security holdings, and Mr. Riley, in his role as the sole manager of RIM, controls its voting and investment decisions, each of SACC, RIM, and Mr. Riley may be deemed to have beneficial ownership of the 1,174,383 shares owned of record by SACC, which represent approximately 11.36% of the outstanding Common Stock.


One of RIM’s clients owns 97,450 shares of Common Stock.  Although RIM, and Mr. Riley, in his role as sole manager of RIM, maintain shared voting and investment power over the 97,450 shares of Common Stock, RIM and Mr. Riley disclaim beneficial ownership of such shares, which represent approximately 0.94% of the outstanding Common Stock.


BRC owns 500 shares of Common Stock.  Although Mr. Riley is the controlling shareholder and Chairman of BRC, Mr. Riley disclaims beneficial ownership of these shares.


BRCRT owns 25,000 shares of Common Stock.  Because Mr. Riley, in his role as Trustee, controls its voting and investment decisions, Mr. Riley may be deemed to have beneficial ownership of the 25,000 shares owned of record by BRCRT, which represent approximately 0.24% of the outstanding Common Stock.


 (b)

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


(c)

Transactions effected in Common Stock that have taken place since the most recent Schedule 13D filing dated October 2, 2006 are as follows:



 

     

Transaction Code

     

Quantity

     

Trade Date

     

Price

SACC

 

Buy

 

97,700

 

10/13/2006

 

$3.1300

 

 

Buy

 

10,000

 

11/30/2006

 

$3.3982

RIM

 

Buy

 

8,300

 

10/13/2006

 

$3.1300


(d)

As the beneficial owner of 97,450 shares of the Issuer’s Common Stock, RIM’s clients referenced to above are entitled to any dividends or proceeds paid, not any of the Reporting Persons.


(e)

Not applicable.


Item 6.

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


Item 6 is amended to read as follows:


One of Riley Investment Management LLC’s clients owns 97,450 shares of Common Stock. Under the agreement between this client and Riley Investment Management LLC, Riley Investment Management LLC acts as a discretionary investment advisor and directs the client’s investment in National R.V. Holdings Inc., but the client can alter the actions taken.  Riley Investment Management, LLC and Mr. Riley disclaims beneficial ownership in these 97,450 shares.








CUSIP No.  637277104

13D

Page 8 of 8 Pages



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.


Date: December 1, 2006


 

 

SACC Partners LP

 

 

 

By: Riley Investment Management LLC, its General

 

 

 

        Partner

 

 

By:

/s/ Bryant R. Riley

 

 

 

Bryant R. Riley, Managing Partner


 

 

Riley Investment Management LLC

 

 

 

 

 

 

 

 

 

 

By:

/s/ Bryant R. Riley

 

 

 

Bryant R. Riley, President


 

 

B. Riley & Co., Inc.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Bryant R. Riley

 

 

 

Bryant R. Riley, Chairman


 

 

B. Riley & Co. Retirement Trust

 

 

 

 

 

 

 

 

 

 

By:

/s/ Bryant R. Riley

 

 

 

Bryant R. Riley, Trustee


 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Bryant R. Riley

 

 

 

Bryant R. Riley






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