-----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, AGC5q/3oFjByPu8jwMdEJlnoGpBskzsC69unNp2uTaNmYEaR3PD4s4JN9L9M5Leq aDH1uyWQ6dDjDV3JQtfGvA== 0000021212-10-000090.txt : 20101108 0000021212-10-000090.hdr.sgml : 20101108 20101108135455 ACCESSION NUMBER: 0000021212-10-000090 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101108 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101108 DATE AS OF CHANGE: 20101108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALL AMERICAN GROUP INC CENTRAL INDEX KEY: 0000021212 STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] IRS NUMBER: 351101097 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07160 FILM NUMBER: 101171725 BUSINESS ADDRESS: STREET 1: PO BOX 3300 STREET 2: 2831 DEXTER DRIVE CITY: ELKHART STATE: IN ZIP: 46515 BUSINESS PHONE: 574-266-2500 MAIL ADDRESS: STREET 1: PO BOX 3300 STREET 2: 2831 DEXTER DRIVE CITY: ELKHART STATE: IN ZIP: 46515 FORMER COMPANY: FORMER CONFORMED NAME: COACHMEN INDUSTRIES INC DATE OF NAME CHANGE: 19920703 8-K 1 f8k11082010.htm FORM 8-K 11/8/2010 f8k11082010.htm





 

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

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported:  November 8, 2010)

ALL AMERICAN GROUP, INC.
(Exact name of registrant as specified in its charter)

INDIANA
 
1-7160
 
35-1101097
(State or other jurisdiction
 
(Commission File Number)
 
(I.R.S. Employer
of incorporation or organization)
 
 
 
Identification No.)
 
 
 
 
 
2831 Dexter Drive, Elkhart, Indiana
 
 
 
46514
(Address of Principal Executive Offices)
 
 
 
(Zip Code)
 
 
 
 
 
 
 
(574) 266-2500
 
 
(Registrant’s telephone number,
including area code)
 
 
 
 
 
 
 
N/A
 
 
(Former Name or Former Address,
if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 







 

 
 
Item 8.01                 Other Events

All American Group, Inc. today announced it has agreed to be acquired by All American Group Holdings, LLC, an affiliate of H.I.G. All American, LLC, in a merger that would result in AAG’s shareholders (other than H.I.G.) receiving $0.20 per share, plus an interest in a liquidating trust that will have a contingent right to receive proceeds from the sale of certain of AAG’s assets. A copy of the press release making the announcement has been filed as an exhibit to this report.

A copy of the definitive merger agreement will be filed as an exhibit to a report on Form 8-K no later than Friday, November 12, 2010.


Item 9.01    Financial Statements and Exhibits

(d)  
The following exhibit is furnished as a part of this Report:

99.1   Press Release dated November 8, 2010

 
 


 

 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ALL AMERICAN GROUP, INC.


Date:
November 8, 2010
 
By:
/s/ Martin Miranda
 
 
 
 
Martin Miranda, Secretary
 
 
 
 
 
 
 
 
 
 
















































EX-99.1 2 ex9911082010.htm EX-99.1 ex9911082010.htm



 
ALL AMERICAN GROUP, INC.
2831 Dexter Drive • P.O. Box 3300 • Elkhart, Indiana 46514 • 574/266-2500 • Fax 574/266-2559

NEWS RELEASE

For immediate release November 8, 2010

ALL AMERICAN GROUP, INC. ANNOUNCES MERGER AGREEMENT WITH ALL AMERICAN  GROUP HOLDINGS, LLC
 
 
Elkhart, IN - All American Group, Inc. (formerly Coachmen Industries, Inc.) (OTC:COHM.PK), today announced it has agreed to be acquired by affiliates of All American Group Holdings, LLC, an affiliate of H.I.G. All American, LLC, in a merger that would result in AAG’s shareholders (other than H.I.G.) receiving $0.20 per share, plus an interest in a liquidating trust that will have a contingent right to receive proceeds from the sale of certain of AAG’s assets.

Upon closing of the merger, certain of AAG’s assets will be offered for sale for a minimum price of $12 million. The sale of the assets will be negotiated on behalf of AAG by a special committee of AAG’s board of directors. The majority of the members of the committee will be directors who are not affiliated with H.I.G.

If an agreement is entered into for the sale of the assets within nine months after the closing of the merger, the excess of the net sale proceeds over $5 million will be deposited in the liquidating trust for distribution to the former AAG shareholders pro rata (in addition to the $0.20 per share to be paid in connection with the closing of the merger). AAG cannot give assurance that the sale of the assets will be completed within the 9 months’ time frame or that it will bring a sufficient amount of net sale proceeds to provide the shareholders any additional consideration.
 
 
AAG expects to file a registration statement with the United States Securities and Exchange Commission covering the issuance of the interests in the liquidating trust to AAG’s shareholders in connection with the merger. AAG expects to send to its shareholders a proxy statement for a special meeting of its shareholders to approve the merger as soon as may be practicable after the effective date of the registration statement. Approval of the merger requires the affirmative vote of a majority of AAG’s outstanding common shares. H.I.G. owns a majority of the outstanding common shares of AAG, so approval of the merger is assured. AAG shareholders who do not vote in favor of the merger will have dissenter’s rights under Indiana law.

All American Group, Inc. (formerly Coachmen Industries, Inc), is one of America's premier systems-built construction companies under the ALL AMERICAN BUILDING SYSTEMS®, ALL AMERICAN HOMES® and MOD-U-KRAF® brands, as well as a manufacturer of specialty vehicles. All American Group, Inc is a publicly held company with stock quoted and traded on the over-the-counter markets under the ticker COHM.PK.

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned not to place undue reliance on forward-looking statements, which are inherently uncertain. Actual results may differ materially from that projected or suggested due to certain risks and uncertainties including, but not limited to, liquidity, the ability of the Company to bond major contracts, availability of working capital, availability of credit to the Company and its customers, the depth and duration of the recession, the ability to produce buses to meet demand, the potential fluctuations in the Company's operating results, price volatility of raw materials used in production, the availability and cost of real estate for residential housing, the supply of existing ho mes within the Company's markets, government regulations, dependence on significant customers within certain product types, consolidation of distribution channels, consumer confidence, uncertainties of matters in litigation, the ability of the Company  to reach agreement with H.I.G. regarding revised covenants at reasonable terms and the ability to meet the revised covenants in future periods, the availability to the Company of chassis utilized for bus production and the availability of chassis financing to procure the chassis and other risks identified in the Company's SEC filings.


 
For more information contact:
Martin Miranda
Corporate Secretary & Treasurer
All American Group, Inc.
2831 Dexter Dr.
Elkhart, IN  46514
Phone: (574) 266-2500
Fax: (574) 266-3042
Email: mmiranda@allamericangroupinc.com





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