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Riley Bryant R

Filed: 4 Dec 05, 7:00pm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


AMENDMENT NO. 1

to

SCHEDULE TO


Tender Offer Statement Under

Section 14(d)(1) or 13(e)(1) of the

Securities Exchange Act of 1934


NATIONAL R.V. HOLDINGS, INC.

(Name of Subject Company (issuer))

Bryant R. Riley, Offeror

CC Partners, L.P., Offeror

Riley Investment Management LLC, Offeror

CC Acquisition Group, Inc., Offeror

Robert B. Lee, Offeror

(Name of Filing Persons (identifying status as offeror, issuer or other person))


COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)


637277104

(CUSIP Number of Class of Securities)


Bryant R. Riley

11100 Santa Monica Boulevard, Suite 800

Los Angeles, California 90025

(Name, address, and telephone numbers of person authorized to

receive notices and communications on behalf of filing persons)


Copies to:


Peter J. Tennyson

Paul, Hastings, Janofsky & Walker LLP

695 Town Center Drive, Seventeenth Floor

Costa Mesa, California 92626-1924

Telephone: (714) 668-6200




CALCULATION OF FILING FEE


                                                                         

Transaction valuation*

     

Amount of filing fee

                                             

 

N/A

 

None required.

 



*Set forth the amount on which the filing fee is calculated and state how it was determined


¨

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid:  

Form or Registration No.:

Filing Party:

Date Filed:




CUSIP No. 637277104

SCHEDULE TO/A

Page 2 of 12 Pages



ý

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.


Check the appropriate boxes below to designate any transaction to which the statement relates:


ý

third-party tender offer subject to Rule 14d-1.


¨

issuer tender offer subject to Rule 13e-4.


¨

going-private transaction subject to Rule 13e-3.


ý

amendment to Schedule 13D under Rule 13d-2.


Check the following box if the filing is a final amendment reporting the results of the tender offer:¨





CUSIP No. 637277104

SCHEDULE TO/A

Page 3 of 12 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 TO/A

Page 4 of 12 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

¨

13

Percent of Class Represented by Amount in Row 11

8.9%

14

Type of Reporting Person

IA





CUSIP No. 637277104

SCHEDULE TO/A

Page 5 of 12 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

8.9%

14

Type of Reporting Person

PN





CUSIP No. 637277104

SCHEDULE TO/A

Page 6 of 12 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 TO/A

Page 7 of 12 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 TO/A

Page 8 of 12 Pages




1

Name of Reporting Person

CC Acquisition Group, 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

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

0

8

Shared Voting Power

None

9

Sole Dispositive Power

0

10

Shared Dispositive Power

None

11

Aggregate Amount Beneficially Owned by Each Reporting Person

0

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%

14

Type of Reporting Person

CO




CUSIP No. 637277104

SCHEDULE TO/A

Page 9 of 12 Pages




1

Name of Reporting Person

Robert B. Lee


IRS Identification No. of Above Person

2

Check the Appropriate Box if a member of a Group

(a)  ¨


(b)  ý

3

SEC USE ONLY

4

Source of Funds

PF

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

592,906

8

Shared Voting Power

 

9

Sole Dispositive Power

592,906

10

Shared Dispositive Power

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

592,906

12

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

ý

13

Percent of Class Represented by Amount in Row 11

5.73%

14

Type of Reporting Person

IN

*

As of the close of business on December 1, 2005, Mr. Riley has beneficial ownership of 945,633 (approximately 9.15%) of the outstanding shares of National R.V. Holdings., Inc. Common Stock.  As permitted by Rule 13d-4, Mr. Riley disclaims beneficial ownership within the meaning of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934 (“the 1934 Act”) of the shares of National R.V. Holdings, Inc. Common Stock owned by Mr. Robert B. Lee and Mr. Lee disclaims beneficial ownership within the meaning of Sections 13(d) or 13(g) of the 1934 Act of the shares of the Issuer owned or controlled by Mr. Riley, RIM, SACC, BRC or BRCRT.




CUSIP No. 637277104

SCHEDULE TO/A

Page 10 of 12 Pages



EXPLANATORY NOTE: This Schedule TO-C is being amended to attach as an exhibit a letter addressed to the Board of Directors of National R.V. Holdings, Inc. dated December 1, 2005 submitted by Bryant R. Riley for CC Acquisition Group, Inc., B. Riley & Co., Inc. and SACC Partners, L.P.


This Amendment No. 1 to Schedule TO-C also constitutes Amendment No. 1 to Schedule 13D, amending the Schedule 13D filed by Robert B. Lee on December 1, 2005 as follows:


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.”



Item 7. Materials to be Filed as Exhibits


Exhibit
Number

     


Exhibit Description

99.1

 

Letter to Board of Directors of National R.V. Holdings, Inc. dated December 1, 2005





CUSIP No. 637277104

SCHEDULE TO/A

Page 11 of 12 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 2, 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

  
  
 

CC ACQUISITION GROUP, INC.

  
 

By:

/s/ BRYANT R. RILEY

 

Bryant R. Riley, Vice President

  
  
 

By:

/s/ROBERT B. LEE

 

Robert B. Lee





CUSIP No. 637277104

SCHEDULE TO/A

Page 12 of 12 Pages



EXHIBIT INDEX



Exhibit
Number

     


Exhibit Description

99.1

 

Letter to Board of Directors of National R.V. Holdings, Inc. dated December 1, 2005