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Bob Lee & Co purchase offer

Yahoo Message Number: 19736
Looks like some of the financial uncertainity for National RV and Country Coach will be lifted if Bob's purchase offer is accepted.

EX-99.2 3 exh992.htm ADDITIONAL EXHIBITS EXHIBIT 99.2

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

Re: Bob Lee & Co purchase offer

Reply #1 –
Yahoo Message Number: 19751
Let me check my CC history ...

Bob Lee started CC ...

Sold to National several years ago ...
(BTW, about this time I first posted here, checking on the viability of CC. Decided to buy a Dutch Star.)

Came back as pres to straighten things out after National messed it up ...

Left CC (retired) again ...

Wants to buy CC back, or at least be a part of the plan ...

Am I missing a step or two here, or is this close ???

Someone explain what Bob Lee (one person) can do at this point ... he must be a real sharp cookie.

I hope he is and wish him all the best (for obvious reasons).

John and Terry

2005 Affinity #6453

Re: Bob Lee & Co purchase offer

Reply #2 –
Yahoo Message Number: 19753
It appears to me, that CC really took a downward turn in quality and customer support once Bob Lee sold to NRV holdings thus putting a manufacturer accustomed to making down scale rv's into a role as management of CC.

I, for one, would applaud a return of CC ownership/management to Bob Lee, maybe all these design defects could be removed at the factory rather than saddling the RV purchaser with the enormous task of spending a year or more fighting the defect issues. The CC rv being built today is not of the quality built under Bob Lee's direction.

Just my opinion.
Ray

Quote from: John
Let me check my CC history ...

Bob Lee started CC ...

Sold to National several years ago ...
(BTW, about this time I first posted here, checking on the

viability

Quote
of CC. Decided to buy a Dutch Star.) >

Came back as pres to straighten things out after National messed

it

Re: Bob Lee & Co purchase offer

Reply #3 –
Yahoo Message Number: 19756
Does anyone know which years these transactions took place? My 1993 Affinity was on Bob's watch, but I am wondering about the 1999 Intrigue.

Chris Bradley

1999 Intrigue 10807

1993 Affinity 4952 (for sale)

Re: Bob Lee & Co purchase offer

Reply #4 –
Yahoo Message Number: 19762
Original Message:
-----------------

From: travman100 travman100@... Date: Wed, 23 Nov 2005 21:45:47 +0000 To: Country-Coach-Owners@yahoogroups.com Subject: [Country-Coach-Owners] Re: Bob Lee & Co purchase offer

It appears to me, that CC really took a downward turn in quality and customer support once Bob Lee sold to NRV holdings thus putting a manufacturer accustomed to making down scale rv's into a role as management of CC.

I, for one, would applaud a return of CC ownership/management to Bob Lee, maybe all these design defects could be removed at the factory rather than saddling the RV purchaser with the enormous task of spending a year or more fighting the defect issues. The CC rv being built today is not of the quality built under Bob Lee's direction.

Just my opinion.
Ray

Quote from: John
Let me check my CC history ...

Bob Lee started CC ...

Sold to National several years ago ...
(BTW, about this time I first posted here, checking on the

viability

Quote
of CC. Decided to buy a Dutch Star.) >

Came back as pres to straighten things out after National messed

it

Quote
up ...

Left CC (retired) again ...

Wants to buy CC back, or at least be a part of the plan ...

Am I missing a step or two here, or is this close ??? >

Someone explain what Bob Lee (one person) can do at this point ...
he must be a real sharp cookie.

I hope he is and wish him all the best (for obvious reasons).

John and Terry

2005 Affinity #6453
Spoke to Bob the other day (two weeks ago)at the CC center for the homeless while the coach was in the shop. We talked about one of the two new Coaches they are starting to build up. I promissed sales (Carolyn G.) I wouldn't spill the beans. Bob said if I had $50,000,000.00 laying around we could buy the company back. I asked if they (stock holders) would accept his bikes and Dodge pickups as a deposit, until I won the lottery. I understand the new front and rear axle assemblies have arrived, so my guess is the new coach will be ready for FMCA. They are also building a new demo chassis for rallies and training. Its painted in three colors.
Also, drove a new Magna with the Cummins 600 with 1850 lb/ft of torque.
What a ride what acceleration, what fuel consumption; now I known why I didn't order a Silver leaf for my Intrigue. Thomas Insall, 2004 Intrigue 11731.

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