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