SC13D Lee

-----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, B/HNJOsfuBLpTFsz+Nsk0chHA17i6uUtwgYmqyuiKpAr58e6Q+LnTVm0r0YMSC1Q wv/W3sxNFJKkjfMAh+Au4A== 0001116502-05-002718.txt : 20051201 0001116502-05-002718.hdr.sgml : 20051201 20051201173017 ACCESSION NUMBER: 0001116502-05-002718 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051201 DATE AS OF CHANGE: 20051201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lee Robert Bryan CENTRAL INDEX KEY: 0001345648 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 541-998-8467 MAIL ADDRESS: STREET 1: P.O. BOX 236 CITY: JUNCTION CITY STATE: OR ZIP: 97448 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: 051238468 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 sc13dlee.htm SCHEDULE 13D - ROBERT LEE SC13D Lee

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

National R.V. Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

637277104

(CUSIP Number)

Robert B. Lee

P.O. Box 236

Junction City, Oregon 97448

(541) 998-8467

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

November 21, 2005

(Date of Event that 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(f) or 240.13d-1(g), 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 §240.13d-7 for other parties to whom copies are to be sent.

*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

SCHEDULE 13D

Page 2 of 5 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 5.7%(1)
14		Type of Reporting Person IN

———————

(1)

Based on 10,339,484 shares of common stock, par value $0.01 per share, of National R.V. Holdings, Inc. outstanding at November 1, 2005, as reported in National R.V. Holdings, Inc.’s definitive proxy statement filed with the Securities and Exchange Commission on November 4, 2005.

CUSIP No. 637277104

SCHEDULE 13D

Page 3 of 5 Pages

Item 1.

Security and Issuer

This Schedule 13D relates to the Common Stock, $0.01 par value (the “Common Stock”), of National R.V. Holdings, Inc. (“National R.V.” or the “Issuer”). The Issuer’s principal executive offices are located at 3411 N. Perris Boulevard, Perris, California 92571.

Item 2.

Identity and Background

(a)

Robert B. Lee

(b)

P.O. Box 236

Junction City, Oregon 97448

(c)

Director of National R.V. Holdings, Inc. located at 3411 N. Perris Blvd., Perris, California 92571. National R.V. Holdings, Inc., through its two wholly-owned subsidiaries, National RV, Inc. and Country Coach, Inc., is one of the nation’s leading producers of motorized recreational vehicles, often referred to as RVs or motorhomes.

(d)

None

(e)

None

(f)

United States

Item 3.

Source and Amount of Funds or Other Consideration

Mr. Lee’s prior purchases were made with personal funds. The funds for the proposed purchase of the Issuer’s shares as per Item 4 below will be borrowed in a financing arrangement, the parties to and terms of which have not yet been determined. There have been no transactions in the last 60 days.

Item 4.

Purpose of Transaction

Mr. Lee founded Country Coach, Inc. and received securities of the Issuer in the sale of all of the common stock of Country Coach to the Issuer in November 1996. In addition, Mr. Lee has acquired additional securities of the Issuer as a result of grants of stock options received over the course of his service as an executive, employee and consultant of the Issuer.

Mr. Lee has come to the conclusion that it is appropriate to join with Bryant R. Riley, Riley Investment Management LLC (“RIM”), SACC Partners, LP (“SACC”), B. Riley & Co. Retirement Trust (“BRCRT”) and B. Riley & Co. Inc. (“BRC”) and make a proposal to acquire all of the shares of the Issuer that they do not collectively already own. The proposal was made in a letter dated November 21, 2005 at a special meeting of the Issuer’s board of directors.

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.

Item 5.

Interest in Securities of the Issuer

(a)

Mr. Lee may be deemed to beneficially own 592,906 shares of the Issuer’s common stock, or 5.7% of the Issuer’s outstanding common stock, based on 10,339,484 shares of common stock outstanding at November 1, 2005, as reported in National R.V. Holdings, Inc.’s definitive proxy statement filed with the Securities and Exchange Commission on November 4, 2005. Mr. Lee’s reported beneficial ownership includes 15,000 shares underlying options exercisable within 60 days of the date hereof.

CUSIP No. 637277104

SCHEDULE 13D

Page 4 of 5 Pages

(b)

Mr. Lee has sole voting and dispository power with respect to 411,036 shares. The number of shares reported for by Mr. Lee includes 136,870 shares of the Issuer’s common stock held by Mr. Lee’s wife, Terry N. Lee, 15,000 shares held by his daughter Brenda Thomson and 15,000 shares held by his daughter Kenda Mason, for all of which Mr. Lee disclaims beneficial ownership.

(c)

None.

(d)

See Item 5(a) above.

(e)

Not applicable.

Item 6.

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

Mr. Lee and Mr. Riley, RIM, BRC, BRCRT and SACC have agreed to form a company and jointly make the proposal described in Item 4 above. 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.

Mr. Lee disclaims beneficial ownership of any shares of the Issuer owned or controlled by Mr. Riley, RIM, SACC or BRC, BRCRT.

Item 7.

Material to Be Filed as Exhibits

Exhibit 99.1

Letter to National R.V. Holdings, Inc. dated November 21, 2005 (confidential treatment has been requested for portions of this exhibit)

Exhibit 99.2

Press Release dated November 21, 2005

CUSIP No. 637277104

SCHEDULE 13D

Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct and agrees that this statement may be filed jointly with the other undersigned party.

Dated: November 21, 2005


	/s/ ROBERT B. LEE
	Robert B. Lee

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

EX-99.1 2 exh991.htm ADDITIONAL EXHIBITS EXHIBIT 99

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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