Investor eyes RV firm's makeover.

Byline: Tim Christie The Register-Guard

The last time Los Angeles investment banker Bryant Riley tried to take over financially ailing National R.V. Holdings Inc., executives of the parent company of Country Coach emphatically rejected what they considered to be a lowball bid.

Now Riley, who is National R.V.'s single largest shareholder, is back and has entered into confidential talks with the company's executives and board members about ways to turn the company around, according to a filing with the Securities and Exchange Commission.

Riley, who controls 1.2 million shares of the company's stock, or 11.4 percent, entered into the confidentiality agreement with National R.V. officials on Jan. 23.

The agreement allows him to explore "strategic alternatives" with National R.V., such as taking the company private, restructuring the company or borrowing money, the filing says.

The company's annual stockholder meeting is today at its Perris, Calif., headquarters. But it's not known if the board will take any action on strategic alternatives.

Neither Riley nor National R.V. officials returned telephone calls Tuesday seeking comment.

Asked last week about how National R.V.'s ongoing financial problems were affecting Country Coach, its Junction City subsidiary, Country Coach CEO Jay Howard said the parent corporation is "investigating transactions."

"I personally believe in 30 days there will be positive news coming out that will make everyone feel better," he said.

National R.V.'s struggles have made Country Coach more conservative, Howard said. "It's not been helpful to us," he said. `We're managing through it with all our business partners."

Country Coach employs about 1,600 workers in Junction City, making it one of Lane County's largest private employers.

Then there's the Bob Lee factor. Lee, who founded Country Coach in 1973, quit the National R.V. board in August and earlier this month sold all of his 577,906 shares in the company.

But in November, he joined with Monomoy Partners, a New York equity firm, to acquire a Yakima, Wash., recreational vehicle manufacturer, Western R.V.

Philip Von Burg, a Monomoy principal, said at the time that one of Lee's duties would be to work on "strategies for acquisitions." Asked if there was interest in acquiring Country Coach, Von Burg said, "A lot of us would like to acquire that."

Whether Lee is still involved in behind-the-scenes maneuvering isn't known. He declined to comment.

Riley and Lee tried to take over National R.V. in November 2005, offering $92 million, or $6.25 per share, plus the assumption of debt. The National R.V. board rejected the bid, saying it severely undervalued the company.

After that, the company's stock began falling steadily, hovering at $3 to $4 per share for the last half of 2006. Since Jan. 23, the date of Riley's filing, the stock has crept up, closing at $4.23 per share on Tuesday.

Riley, meanwhile, has been buying up stock in National R.V. since last fall. SACC Partners, one of the companies he controls, bought 97,700 shares in October and 10,000 shares in November. Another of his companies, Riley Investment Management Inc., bought 8,300 shares in October.

Since September 2001, National R.V. has lost $84.3 million, posting red ink in 17 of the past 21 quarters.