SC 13E3

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934

All American Group, Inc.

(Name of Issuer)

All American Group, Inc.
All American Acquisition Corporation
All American Group Holdings, LLC
H.I.G. All American, LLC
All American Homes Holdings, LLC
H.I.G. Capital Partners IV, L.P.
H.I.G. Advisors IV, L.L.C.
H.I.G.-GPII, Inc.
Sami W. Mnaymneh
Anthony A. Tamer
Matthew Sanford
Fabian de Armas
(Name of Persons Filing Statement)

Common Stock, no par value per share
(Title of Class of Securities)

016437 10 5
(CUSIP Number of Class of Securities)

All American Group, Inc.
Richard M. Lavers
Chief Executive Officer
2831 Dexter Drive
Elkhart, Indiana 46514
(574) 266-2500 All American Group Holdings, LLC
c/o H.I.G. Capital, LLC
Matthew Sanford
Richard H. Siegel, Esq.
1450 Brickell Avenue, Suite 3100
Miami, Florida 33131

(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)

copies to:

James A. Strain, Esq.
Taft Stettinius & Hollister LLP
One Indiana Square
Suite 3500
Indianapolis, Indiana 46204
Tel: (317) 713-3500 Jorge L. Freeland, Esq.
White & Case LLP
200 South Biscayne Boulevard
Suite 4900
Miami, Florida 33131-2352
Tel: (305) 371-2700

This statement is filed in connection with (check the appropriate box):

a.	þ	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	þ	The filing of a registration statement under the Securities Act of 1933.
c.	o	A tender offer.
d.	o	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: þ

Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
$4,338,973	$	309.37

*

For purposes of calculating the fee only, the transaction value was calculated by adding (a) the product of (i) the 16,273,204 shares of All American Group, Inc. common stock, no par value (the “Common Shares”) held by shareholders other than H.I.G. All American, LLC and its affiliates by (ii) $0.20 (the cash portion of the merger consideration), plus (b) the product of (i) 36,757,069 trust units that will be issued as additional merger consideration in exchange for the Common Shares outstanding by (ii) the difference between (A) $0.2295 (which represents the average of the high and low prices for Common Shares as of December 10, 2010 per share), minus (B) $0.20 (the cash portion of the merger consideration).

**

The filing fee, calculated in accordance with Regulation 0-11 under the Securities Exchange Act of 1934, as amended, equals 0.0000713 multiplied by the proposed maximum aggregate value of the transaction, as described above.

þ	Check the box if any part of the fee is offset as provided by Exchange Act 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: $77.31
	Form or Registration No.: Schedule 14A/S-4 — Preliminary Proxy Statement/Registration Statement on Form S-4
	Filing Party: All American Group, Inc. and Specialty Vehicles Liquidating Trust
	Date Filed: December 17, 2010

TABLE OF CONTENTS

	Item 1. Summary Term Sheet.
	Item 2. Subject Company Information.
	Item 3. Identity and Background of Filing Persons.
	Item 4. Terms of the Transaction.
	Item 5. Past Contacts, Transactions, Negotiations and Agreements.
	Item 6. Purposes of the Transaction and Plans or Proposals
	Item 7. Purposes, Alternatives, Reasons and Effects.
	Item 8. Fairness of the Transaction.
	Item 9. Reports, Opinions, Appraisals and Negotiations.
	Item 10. Source and Amounts of Funds or Other Consideration.
	Item 11. Interest in Securities of the Subject Company.
	Item 12. Solicitation or Recommendation.
	Item 13. Financial Statements.
	Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
	Item 15. Additional Information.
	Item 16. Exhibits.
SIGNATURES
EX-99.C.2
EX-99.D.9

INTRODUCTION

     This Rule 13e-3 transaction statement on Schedule 13E-3 is being filed with the Securities and Exchange Commission (the “SEC”) jointly by the following persons (collectively, the “filing persons”): All American Group, Inc., an Indiana corporation (the “Company,” or “AAG”), All American Group Holdings, LLC, a Delaware limited liability company (“Acquiror”), All American Acquisition Corporation, an Indiana Corporation and wholly owned subsidiary of Acquiror (“Acquisition Sub”), H.I.G. All American, LLC, a Delaware limited liability company (the “Lender”), All American Homes Holdings, LLC, a Delaware limited liability company (“Holdings”), H.I.G. Capital Partners IV, L.P., a Delaware limited partnership (“Fund IV”), H.I.G. Advisors IV, L.L.C., a Delaware limited liability company (“Advisors IV”), H.I.G.-GPII, Inc., a Delaware corporation (“GP II”), and Messrs. Sami W. Mnaymneh, Anthony A. Tamer, Matthew Sanford and Fabian de Armas (the Lender, Holdings, Fund IV, Advisors IV, GP II, and Messrs. Mnaymneh, Tamer, Sanford and de Armas are collectively referred to in this Schedule 13E-3 as the “Purchaser Group”).

     On November 8, 2010, Acquiror, Acquistion Sub, AAG, and Richard M. Lavers, as Shareholders Representative entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides for the merger of Acquisition Sub with and into AAG (the “Merger”). AAG will be the surviving corporation in the Merger and, immediately following the Merger, Acquiror will own all of the outstanding capital stock of AAG. Each common share, without par value (a “Common Share”), of AAG (other than Common Shares held by AAG, Acquiror and its affiliates, or shareholders that perfect their dissenters’ rights under Indiana law) will be automatically converted into the right to receive $0.20 in cash (the “Cash Consideration”) and all shareholders, other than shareholders who perfect their dissenter’s rights under Indiana law, will receive one unit of beneficial interest in a liquidating trust (a “trust unit”) that will represent a contingent right to receive proceeds from the potential sale of AAG’s specialty vehicles business in accordance with the terms of the Merger Agreement (collectively, the “Merger Consideration”), for each Common Share they own.

     The Merger is subject to the satisfaction or waiver of various conditions set forth in the Merger Agreement, including approval of the Merger Agreement by the shareholders of AAG. Shareholder approval of the Merger Agreement requires the affirmative vote of a majority of the outstanding Common Shares. The Merger Agreement requires that Acquirer and its affiliates all vote in favor if the Merger. Since the Lender owns 20,483,865 Common Shares, representing approximately 55.7% of the outstanding Common Shares, approval of the Merger is assured.

     Concurrently with the filing of this Schedule 13E-3, AAG is filing with the SEC a preliminary proxy statement on Schedule 14A pursuant to Section 14(a) of the Securities Exchange Act of 1934 which forms a part of the Registration Statement being filed by Specialty Vehicles Liquidating Trust on Form S-4 (collectively, the “Proxy Statement”) relating to a special meeting of shareholders of AAG. At the meeting, AAG shareholders will (1) consider and vote upon a proposal to approve the Merger Agreement and (2) transact such other business as may properly come before the special meeting or any adjournment or postponement thereof. A copy of the Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached as Annex A to the Proxy Statement.

     The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by reference, and the responses to each Item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto.

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     The information contained in this Schedule 13E-3 and the Proxy Statement concerning AAG was supplied by AAG, and none of the other filing persons takes responsibility for the accuracy of such information. Similarly, the information contained in this Schedule 13E-3 and the Proxy Statement concerning each filing person other than AAG was supplied by each such filing person, and no other filing person takes responsibility for the accuracy of any information not supplied by such filing person.

     As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment. Capitalized or other terms used but not defined herein shall have the meanings ascribed to them in the Proxy Statement.

     The filing of this Transaction Statement shall not be construed as an admission by any filing person or by any affiliate of a filing person that it is “controlled” by any other filing person, or that any filing person is an “affiliate” of another filing person within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.

Item 1. Summary Term Sheet.

Item 1001 of Regulation M-A:

     The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET” and “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER.”

Item 2. Subject Company Information.

Item 1002 of Regulation M-A:

(a)	Name and Address. The information set forth in the Proxy Statement under the caption “SUMMARY TERM SHEET — The Parties” is incorporated herein by reference.
(b)	Securities. The information set forth in the Proxy Statement under the caption “INFORMATION CONCERNING THE SPECIAL MEETING — Required Vote; Calculation of Vote; Abstentions and Broker Non-Votes” is incorporated herein by reference. The exact title of the class of the subject equity securities is “Common Stock, no par value” (the “Common Shares”). There were 36,750,083 outstanding Common Shares as of October 31, 2010.
(c)	Trading Market and Price. The information set forth in the Proxy Statement under the caption “TRADING MARKET AND PRICE FOR COMMON SHARES” is incorporated herein by reference.
(d)	Dividends. The information set forth in the Proxy Statement under the caption “TRADING MARKET AND PRICE FOR COMMON SHARES — Dividends” is incorporated herein by reference.
(e)	Prior Public Offerings. None.
(f)	Prior Stock Purchases. On August 3, 2010, the “Lender” exercised warrants to purchase 20,483,865 Common Shares for $.00001 per share. The warrants were issued to the Lender in connection with that certain Loan Agreement, dated October 27, 2009, between the Lender, AAG and certain of AAG’s subsidiaries.

Item 3. Identity and Background of Filing Persons.

Item 1003 of Regulation M-A:

(a)-(c)	Name and Address; Business and Background of Entities; Business Background of Filing Persons. The information set forth in the Proxy Statement under the caption “SUMMARY TERM SHEET — The Parties” is incorporated herein by reference. AAG is the subject company.
	This Schedule 13E-3 is also being filed by the Purchaser Group, each of whose business address and principal place of business of each member of the Purchaser Group is 1450 Brickell Avenue, Suite 3100, Miami, Florida 33131 and the telephone number is (305) 379-2322.

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H.I.G. All American, LLC

The Lender is a Delaware limited liability company that was formed for the specific purpose of consummating the transactions contemplated by that certain Loan Agreement, dated October 27, 2009, among the Lender, AAG and certain of AAG’s subsidiaries, pursuant to which the Lender (i) purchased certain Secured Subordinated Convertible Tranche B Notes from AAG and certain of its subsidiaries in the initial principal amount of $10 million, (ii) committed to extend a line of credit to AAG and its subsidiaries of up to $10 million and (iii) was issued a warrant to purchase an initial amount of up to 6,654,855 Common Shares (the “Loan Agreement”).

The Lender’s executive officers are:

Matthew Sanford — Chief Executive Officer and President
Fabian de Armas — Vice President and Secretary

All American Homes Holdings, LLC

Holdings is a Delaware limited liability company formed for the sole purpose of holding a majority of the membership interests of the Lender. Messrs. Matthew Sanford and Fabian de Armas are the managers of Holdings.

H.I.G. Capital Partners IV, L.P.

Fund IV is a limited partnership organized under the laws of the State of Delaware and is the majority member of Holdings. Its principal business is making private equity investments. Its general partner is Advisors IV.

H.I.G. GP-II, Inc.

GP II is a corporation organized under the laws of Delaware and is the manager of Advisors IV. Its principal business is to serve as a management company for several affiliates.

The directors and executive officers of GP II are as follows:

Anthony A. Tamer — Co-President, Director
Sami W. Mnaymneh — Co-President, Director

Sami W. Mnaymneh, Anthony A. Tamer, Matthew Sanford and Fabian de Armas

Messrs. Mnaymneh and Tamer are the two lead principals of various entities known as “H.I.G.,” including several investment funds and entities that hold minority and majority positions in a number of companies. Additionally, Messrs. Mnaymneh and Tamer are the directors and sole shareholders of GP II. Mr. Sanford is a Managing Director and Mr. de Armas is a principal with H.I.G. Capital Management, Inc.

Mr. Mnaymneh is a co-founding partner of H.I.G. Capital Management, Inc. and has served as a Managing Partner of the firm since 1993. He has been an active investor in a number of sectors including telecommunications services and information technology, and has been extensively involved in H.I.G.’s industry consolidation investments. Prior to co-founding H.I.G., Mr. Mnaymneh was a Managing Director in the Mergers & Acquisitions department at the Blackstone Group, a New York based merchant bank, where he specialized in providing financial advisory services to Fortune 100 companies. Mr. Mnaymneh serves on a number of boards of portfolio companies managed by H.I.G.

Mr. Tamer is a co-founding partner of H.I.G. Capital Management, Inc. and has served as a Managing Partner of the firm since 1993. He has led a number of successful investments at H.I.G. in both the management buyouts and venture capital

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arenas. Mr. Tamer has extensive experience working with, and coaching, early stage and middle-market companies. He is a board member of several H.I.G. portfolio companies. Prior to co-founding H.I.G., Mr. Tamer was a partner at Bain & Company. His focus at Bain & Company was on developing business unit and operating strategies, improving clients’ competitive positions, implementing productivity improvement and cycle time reduction programs, and leading acquisition and divestiture activities for Fortune 500 clients. Mr. Tamer serves on a number of boards of portfolio companies managed by H.I.G.

Mr. Sanford is a Managing Director for H.I.G. Capital Management Inc. and has been employed by H.I.G. since 2000. Prior to joining H.I.G., he held management consulting positions with Bain & Company and Pittiglio, Rabin, Todd and McGrath as well as serving as a senior executive of the Hospital for Special Surgery in New York, NY. Mr. Sanford currently serves on the board of AAG and also serves on the boards of NPS, Inc. (2001 to present), Accupac, Inc. (2003 to Present), Excel Homes Group, LLC (since April, 2010). He previously served on the boards of Claymont Steel from 2005 to 2008, Milacron Inc. from 2007 to 2008, and Transtar Metals Holdings from 2003 to 2006.

Mr. de Armas is a principal with H.I.G. Capital Management, Inc., and originally joined that firm in 2005. Prior thereto, Mr. de Armas was an investment banker with Edgeview Partners from 2001 to 2005, and with Bowles Hollowell Conner from 1999 to 2001. In addition to currently serving on the board of AAG, Mr. de Armas serves on the boards of Test America Environmental Services, LLC (since 2006), Rotorcraft Leasing Company, LLC (since 2007), Vaupell Holdings, LLC (since 2007), Excel Homes Group, LLC (since April, 2010) and VAS Aero Services, LLC (since October, 2010). He also served on the board of Flight Options, LLC from 2007 to 2009.

None of the filing persons: (1) was convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors) or (2) has been a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Each natural person who is included in the Purchaser Group is a U.S. citizen.

Item 4. Terms of the Transaction.

Item 1004 of Regulation M-A:

(a)(1)	Material Terms. Tender Offers. Not Applicable.
(a)(2)	Material Terms. Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT SPECIAL MEETING AND THE MERGER,” “INFORMATION CONCERNING THE SPECIAL MEETING,” “SPECIAL FACTORS,” “THE MERGER AGREEMENT,” “COMPARATIVE RIGHTS OF AAG SHAREHOLDERS AND SPECIALTY VEHICLES LIQUIDATING TRUST UNIT HOLDERS,” “Annex A — Agreement and Plan of Merger,” and “Appendix B — Liquidating Trust Agreement.”
(c)	Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER,” “SPECIAL FACTORS—Purpose and Structure of the Merger,” “SPECIAL FACTORS—Interests of Certain Persons in the Merger,” and “SPECIAL FACTORS—Voting Intentions of the Directors and Executive Officers of AAG,” “THE PARTIES” and “THE MERGER AGREEMENT.”
(d)	Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER,” “THE MERGER AGREEMENT—Manner and Basis of Converting Shares,” “RIGHTS OF DISSENTING SHAREHOLDERS,” and “Appendix C — Chapter 44 of the Indiana Business Corporation Law”

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(e)

Provisions For Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SPECIAL FACTORS—Recommendations of the Special Committee and the Board,” “SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board” and “SPECIAL FACTORS—Position of the Acquiror as to the Fairness of the Merger.” There are no provisions in connection with this transaction to grant unaffiliated security holders access to the corporate files of any of the filing persons or to obtain counsel or appraisal services at the expense of the filing persons.

(f)

Eligibility for Listing or Trading. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET—Description of the Trust Units,” “MERGER AGREEMENT—Liquidating Trust Agreement,” “MERGER AGREEMENT—Listing of Units in the Liquidating Trust,” “COMPARATIVE RIGHTS OF AAG SHAREHOLDERS AND SPECIALTY VEHICLES LIQUIDATING TRUST UNIT HOLDERS” and “Appendix B — Liquidating Trust Agreement.”

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

Item 1005 of Regulation M-A:

(a)	Transactions. The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS—Background” is incorporated herein by reference.
	On October 27, 2009 the Lender entered into the Loan Agreement with AAG pursuant to which, the Lender (i) purchased certain Secured Subordinated Convertible Tranche B Notes from AAG and certain of its subsidiaries in the initial principal amount of $10 million, which were convertible into Common Shares at an initial exercise price of $0.979 per share (the “Original Tranche B Note”), (ii) committed to extend a line of credit to AAG and its subsidiaries of up to $10 million, and (iii) was issued a warrant to purchase up to 6,654,855 Common Shares at an exercise price of $.00001 per share (the “Original Warrant”). The Original Tranche B Note accrued interest at 20% per annum and the interest could be paid-in-kind by the issuance of additional notes. Both the Original Warrant and the Original Tranche B Note contained anti-dilution protection in the event AAG issued in excess of 16,403,409 Common Shares. In addition, the Original Tranche B Note had a price protection feature that reduced the conversion price if the 90 day average price of the Common Shares fell below $0.979 at any time prior to April 27, 2010. The conversion price of the Original Tranche B Note was also subject to reduction if AAG defaulted on certain of its financial covenants contained in the Loan Agreement.
	On April 5, 2010, the Lender, AAG and certain of AAG’s subsidiaries entered into a First Amendment to the Loan Agreement (the “First Amendment”). In the First Amendment, the Lender waived specified events of default that had occurred under the Loan Agreement prior to April 5, 2010. AAG issued a new warrant to purchase up to 9,557,939 Common Shares (the “First Amendment Warrant”) (i) in satisfaction of the default Common Shares that AAG was required to issue when it defaulted under the Loan Agreement, (ii) to eliminate the price protection feature in the Original Tranche B Note, and (iii) as consideration to the Lender for entering into the First Amendment. The Original Warrant and the Original Tranche B Note were amended and restated to reflect the anti-dilution adjustments that occurred as a result of the issuance of the First Amendment Warrant and the other amendments contained in the First Amendment (the Original Tranche B Note, as amended is referred to herein as the “Amended Tranche B Note”).
	On August 3, 2010, the Lender exercised in full the Amended and Restated Warrant and the First Amendment Warrant. As a result of the Lender’s exercise of such warrants, on August 5, 2010 AAG issued to the Lender a new Warrant (the “New Warrant”) in satisfaction of AAG’s obligations under existing agreements with the Lender. In the event AAG issues in excess of 36,887,274 shares of Common Stock, the New Warrant is exercisable for Common Shares to protect the Lender from having its position diluted by the equity issuance.
	On August 24, 2010, the Lender, AAG and certain of AAG’s subsidiaries entered into a Limited Waiver of Specified Defaults pursuant to which the Lender waived certain defaults under the Loan Agreement and AAG agreed to (i) pay a waiver fee to the Lender of $720,971, and (ii) reimburse $100,000 of costs and expenses incurred by the Lender.
	The descriptions of the Loan Agreement and the New Warrant are qualified in their entirety by the terms and conditions of the

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	Loan Agreement and the New Warrant, that are filed as Exhibits (d)(2), (d)(3) and (d)(6) to this Schedule 13E-3 and incorporated herein by reference.
(b)	Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SPECIAL FACTORS—Background” and “SPECIAL FACTORS—Interests of Certain Persons in the Merger.”
(c)	Negotiations or Contacts. The information set forth in the Proxy Statement under the caption “SPECIAL FACTORS—Background” is incorporated herein by reference.
(e)	Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER,” “INFORMATION CONCERNING THE SPECIAL MEETING—Required Vote; Calculation of Vote; Abstentions and Broker Non-Votes,” “SPECIAL FACTORS—Background,” “SPECIAL FACTORS—Interests of Certain Persons in the Merger,” “THE MERGER AGREEMENT,” “Appendix A — Agreement and Plan of Merger.”
	The text of Item 5(a) of this Schedule 13E-3 is incorporated into this Item 5(e) by reference.

Item 6. Purposes of the Transaction and Plans or Proposals

Item 1006 of Regulation M-A:

(b)

Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Certain Effects of the Merger,” “SPECIAL FACTORS—Interests of Certain Persons in the Merger,” “THE MERGER AGREEMENT” and “Appendix A — Agreement and Plan of Merger.”

(c)(1)-(8)

Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER,” “RISK FACTORS—The trust’s sole asset is a contingent right that may not result in any proceeds to you,” “SPECIAL FACTORS—Background,” ‘SPECIAL FACTORS—Purpose and Structure of the Merger,” ‘SPECIAL FACTORS—Plans for AAG after the Merger,” “SPECIAL FACTORS—Certain Effects of the Merger,” “SPECIAL FACTORS—Interests of Certain Persons in the Merger,” “THE MERGER AGREEMENT” and “TRADING MARKET AND PRICE FOR COMMON SHARES—Dividends.”

Item 7. Purposes, Alternatives, Reasons and Effects.

Item 1013 of Regulation M-A:

(a)	Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER,” “SPECIAL FACTORS—Background” and “SPECIAL FACTORS—Purposes and Structure of the Merger.”
(b)	Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SPECIAL FACTORS—Background,” “SPECIAL FACTORS—Purposes and Structure of the Merger,” and “SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board.”

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(c)

Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Background,” “SPECIAL FACTORS—Purposes and Structure of the Merger,” “SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board,” “SPECIAL FACTORS—Certain Effects of the Merger,” “SPECIAL FACTORS—Plans for AAG after the Merger,” and “THE MERGER AGREEMENT—Acquiror’s Reasons for the Merger.”

(d)

Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER,” “SPECIAL FACTORS—Purposes and Structure of the Merger,” “SPECIAL FACTORS—Certain Effects of the Merger,” “SPECIAL FACTORS—Interests of Certain Persons in the Merger,” “SPECIAL FACTORS— Fees and Expenses,” “SPECIAL FACTORS — Material United States Federal Income Tax Consequences of the Merger,” “THE MERGER AGREEMENT,” “Appendix A — Agreement and Plan of Merger,” and “Appendix B—Liquidating Trust Agreement.”

Item 8. Fairness of the Transaction.

Item 1014 of Regulation M-A:

(a)	Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER,” “SPECIAL FACTORS—Purposes and Structure of the Merger,” “SPECIAL FACTORS—Background,” “SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board,” and “SPECIAL FACTORS—Position of the Acquiror as to the Fairness of the Merger.”
(b)	Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Purposes and Structure of the Merger,” “SPECIAL FACTORS—Background,” “SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board,” “SPECIAL FACTORS—Position of the Acquiror as to the Fairness of the Merger,” and “Appendix D—Opinion of Houlihan Lokey Financial Advisors, Inc.”
(c)	Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER,” “RISK FACTORS—Risk Relating to the Merger,” “INFORMATION CONCERNING THE SPECIAL MEETING—Required Vote; Calculation of Vote; Abstentions and Broker Non-Votes,” “SPECIAL FACTORS—Background,” “THE MERGER AGREEMENT—Other Covenants” and “Appendix A — Agreement and Plan of Merger.”
(d)	Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER,” “SPECIAL FACTORS—Background,” “SPECIAL FACTORS—Recommendation of the Special Committee and the Board,” and “SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board.”
(e)	Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER,” “SPECIAL FACTORS—Background,” “SPECIAL FACTORS—Recommendation of the Special Committee and the Board,” “SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board,” and “SPECIAL FACTORS—Purposes and Structure of the Merger.”
(f)	Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SPECIAL FACTORS—Background,” “SPECIAL FACTORS—Recommendation of the Special Committee and the Board,” “SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board,” and “SPECIAL FACTORS—Purposes and Structure of the Merger.”

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Item 9. Reports, Opinions, Appraisals and Negotiations.

Item 1015 of Regulation M-A:

(a)	Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Background,” and “SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board.”
(b)	Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Background,” “SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board,” and “Appendix D—Opinion of Houlihan Lokey Financial Advisors, Inc.”
(c)	Availability of Documents. The reports, opinions or appraisal referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of AAG during its regular business hours by any interested holder of our Common Shares or any representative who has been designated in writing.

Item 10. Source and Amounts of Funds or Other Consideration.

Item 1007 of Regulation M-A:

(a)-(d) Sources of Funds or other Consideration; Conditions; Expenses; Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “SPECIAL FACTORS—Financing of the Merger,” “SPECIAL FACTORS—Fees and Expenses,” “THE MERGER AGREEMENT—Termination of the Merger Agreement,” “THE MERGER AGREEMENT—Fees and Expenses” and “Appendix A — Agreement and Plan of Merger.”

Item 11. Interest in Securities of the Subject Company.

Item 1008 of Regulation M-A:

(a)	Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “INFORMATION CONCERNING THE SPECIAL MEETING—Required Vote; Calculation of Vote; Abstentions and Broker Non-Votes,” and “SECURITIES OWNERSHIP.”
	As a result of 20,483,865 Common Shares issued to the Lender, and 21,156,658 Common Shares issuable to the Lender upon conversion of the Amended Tranche B Notes, the Lender may be deemed to be the beneficial owner of 41,640,523 Common Shares, which represents in the aggregate approximately 71.90% of the outstanding Common Shares. In addition, should AAG elect to pay interest on the Amended Tranche B Notes by issuing payment in kind Amended Tranche B Notes, the Lender’s and the Purchaser Group’s ownership will increase accordingly. Interest on the Amended Tranche B Note is due on March 30 and October 30 of each year. The other members of the Purchaser Group, other than Messrs. Matthew Sanford and Fabian de Armas, may be deemed to the be the beneficial owners of all of such shares as follows: Holdings, in its capacity as the owner of a majority of the equity interests of the Lender; Fund IV, in its capacity as the owner of a majority of the equity interests of Holdings; Advisors IV, as the general partner of Fund IV; GP II, as the manager of Advisors IV; and Messrs. Tamer and Mnaymneh as co-presidents, directors and the only shareholders of GP II.
	The percentages calculated in this Item 11 are based upon an aggregate of 36,750,083 Common Shares outstanding as of October 31, 2010 (as disclosed in AAG’s Quarterly Report on Form 10-Q filed on November 12, 2010), as adjusted to reflect the 21,156,658 shares of Common Stock issuable to the Lender upon conversion of the Tranche B Notes. The filing of this Schedule 13E-3 by the filing persons shall not be considered an admission that such filing persons, for the purpose of Section 13(d) or 13(e) of the Exchange Act, are the beneficial owners of any of the Common Shares covered in this Item 11, and the filing persons expressly disclaim such beneficial ownership.

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(b) Securities Transactions. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “RECENT TRANSACTIONS.”

Item 12. Solicitation or Recommendation.

Item 1012 of Regulation M-A:

(d)

Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER,” “INFORMATION CONCERNING THE SPECIAL MEETING—Required Vote; Calculation of Vote; Abstentions and Broker Non-Votes,” “SPECIAL FACTORS—Background,” “SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board,” “SPECIAL FACTORS—Position of the Acquiror as to the Fairness of the Merger,” “SPECIAL FACTORS—Voting Intentions of the Directs and Officers of AAG,” “SPECIAL FACTORS—Purposes and Structure of the Merger,” and “THE MERGER AGREEMENT—Interest of Our Executive Officers and Directors in the Merger.”

(e)

Recommendation of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “SUMMARY TERM SHEET,” “QUESTIONS AND ANSWERS ABOUT SPECIAL MEETING AND THE MERGER,” “INFORMATION CONCERNING THE SPECIAL MEETING—Required Vote; Calculation of Vote; Abstentions and Broker Non-Votes,” “SPECIAL FACTORS—Background,” “SPECIAL FACTORS—Fairness of the Merger; Reasons for the Recommendation of the Special Committee and the Board,” “SPECIAL FACTORS—Position of the Acquiror as to the Fairness of the Merger,” “SPECIAL FACTORS—Purposes and Structure of the Merger,” “SPECIAL FACTORS—Interests of Certain Persons in the Meger,” and “THE MERGER AGREEMENT—Interest of Our Executive Officers and Directors in the Merger.”

Item 13. Financial Statements.

Item 1010 of Regulation M-A:

(a)

Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “FINANCIAL INFORMATION,” and “WHERE YOU CAN FIND MORE INFORMATION.” The information contained in the Consolidated Financial Statements included in AAG’s annual report on Form 10-K for the fiscal year ended December 31, 2009 and in its quarterly report on Form 10-Q for its quarter ended September 30, 2010 is incorporated herein by reference.

(b)

Pro Forma Information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

Item 1009 of Regulation M-A:

(a)-(b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: “INFORMATION CONCERNING THE SPECIAL MEETING—Proxy Solicitation,” and “SPECIAL FACTORS—Background.”

Item 15. Additional Information.

Item 1011 of Regulation M-A:

(b) Other Material Information. The entirety of the Proxy Statement, including all Annexes thereto, is incorporated herein by reference.

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Item 16. Exhibits.

Item 1016 of Regulation M-A:

(a)(1)	Preliminary proxy statement for the Special Meeting of the shareholders of All American Group, Inc. and Registration Statement of Specialty Vehicles Liquidating Trust on Form S-4, incorporated herein by reference to the Schedule 14A/S-4 filed by AAG with the SEC on December 17, 2010 (the “Proxy Statement”).
(a)(2)	Form of Proxy Card for shareholders of AAG common stock, filed with the SEC together with the Proxy Statement (incorporated herein by reference to the Schedule 14A/S-4 filed by AAG with the SEC on December 17, 2010).
(a)(3)	Form of Letter to shareholders of AAG, filed with the SEC together with the Proxy Statement.
(a)(4)	Form of Notice of Special Meeting to shareholders of AAG, filed with the SEC together with the Proxy Statement.
(c)(1)	Opinion of Houlihan Lokey Financial Advisors, Inc. (attached as Appendix D to the Proxy Statement and incorporated herein by reference).
(c)(2)	Presentation of Houlihan Lokey Financial Advisors, Inc. to the Special Committee of the Board of Directors of All American Group, Inc., dated November 8, 2010.
(d)(1)	Agreement and Plan of Merger dated as November 8, 2010, by and among Acquiror, Acquisition Sub, AAG and Richard M. Lavers (attached as Appendix A to the Proxy Statement and incorporated herein by reference).
(d)(2)	Loan Agreement dated as of October 27, 2009 among Coachmen Industries, Inc., and H.I.G. All American, LLC (incorporated by reference to Exhibit 2.1 to AAG’s Current Report on Form 8-K/A filed October 29, 2009).
(d)(3)	First Amendment to Loan Agreement dated April 5, 2010 among Coachmen Industries, Inc. and H.I.G. All American, LLC, (incorporated by reference to Exhibit 2.1 to the AAG’s Current Report on Form 8-K filed April 9, 2010).
(d)(4)	Limited Waiver of Specified Defaults dated as of August 24, 2010 among H.I.G. All American, LLC, All American Group, Inc. (f/k/a Coachmen Industries, Inc.), All American Homes, LLC, All American Homes of Colorado, LLC, All American Homes of Georgia, LLC, All American Homes of Indiana, LLC, All American Homes of Iowa, LLC, All American Homes of North Carolina, LLC, All American Homes of Ohio, LLC, All American Building Systems, LLC, All American Specialty Vehicles, LLC, Coachmen Motor Works, LLC, Coachmen Motor Works of Georgia, LLC, Consolidated Building Industries, LLC, Consolidated Leisure Industries, LLC, Coachmen Operations, Inc., Coachmen Properties, Inc., Mod-U-Kraf Homes, LLC, and Sustainable Designs, LLC (incorporated by reference to Exhibit 10 to AAG’s Current Report on Form 8-K filed August 25, 2010).
(d)(5)	Second Amended and Restated 20% Secured Subordinated Convertible Tranche B Note, dated August 24, 2010, by and among All American Group, Inc. and H.I.G. All American, LLC, (incorporated by reference to Exhibit 4 to AAG’s Current Report on Form 8-K filed August 25, 2010).
(d)(6)	Common Stock Purchase Warrant dated August 5, 2010, between All American Group, Inc. (f/k/a Coachmen Industries, Inc.) and H.I.G. All American, LLC, (incorporated by reference to Exhibit 4 to AAG’s Current Report on Form 8-K filed August 11, 2010).
(d)(7)	Registration Rights Agreement dated as of October 27, 2009 between Coachmen Industries, Inc., and H.I.G. All American, LLC (incorporated by reference to Exhibit 4.5 to AAG’s Current Report on Form 8-K/A filed October 29, 2009).
(d)(8)	First Amendment to Registration Rights Agreement, dated April 5, 2010, between Coachmen Industries, Inc. and H.I.G. All American, LLC, (incorporated by reference to Exhibit 4.5 to AAG’s Current Report on Form 8-K filed April 9, 2010).
(d)(9)	Power of Attorney regarding amendments to Schedule 13E-3, dated as of December 17, 2010, granted by the members of

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	the Purchaser Group in favor of Richard Siegel.
(d)(10)	2000 Omnibus Stock Incentive Program (incorporated by reference to Exhibit A to AAG’s Proxy Statement dated March 27, 2000 for its Annual Meeting in 2000).
(d)(11)	Form of the 2006 Restricted Stock Award Agreement and listing of the maximum number of shares each Executive Officer may earn under the Agreements (incorporated by reference to Exhibit 10(a) to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006).
(f)(1)	Dissenters’ rights of appraisal are described under the caption “RIGHTS OF DISSENTING SHAREHOLDERS” set forth in the Proxy Statement and in appendix C to the Proxy Statement (entitled “Chapter 44 of the Indiana Business Corporation Law”) and are incorporated herein by reference.

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SIGNATURES

     After due inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

	ALL AMERICAN GROUP, INC.
Date: December 17, 2010	By:	/s/ Richard M. Lavers
		Richard M. Lavers, Chief Executive Officer
	ALL AMERICAN GROUP HOLDINGS, LLC
Date: December 17, 2010	By:	/s/ Matthew Sanford
		Matthew Sanford, Manager
	ALL AMERICAN ACQUISITION CORPORATION
Date: December 17, 2010	By:	/s/ Matthew Sanford
		Matthew Sanford, President
	H.I.G. ALL AMERICAN, LLC
Date: December 17, 2010	By:	/s/ Matthew Sanford
		Matthew Sanford, President

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	ALL AMERICAN HOMES HOLDINGS, LLC
Date: December 17, 2010	By:	/s/ Matthew Sanford
		Matthew Sanford, Manager
	H.I.G. CAPITAL PARTNERS IV, L.P. By: H.I.G. Advisors IV, L.L.C. Its: General Partner By: H.I.G.-GPII, Inc. Its: Manager
Date: December 17, 2010	/s/ Richard H. Siegel
	Richard H. Siegel, Vice President and General Counsel
	H.I.G. ADVISORS IV, L.L.C. By: H.I.G.-GPII, Inc. Its: Manager
Date: December 17, 2010	/s/ Richard H. Siegel
	Richard H. Siegel, Vice President and General Counsel

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	H.I.G.-GPII, INC.
Date: December 17, 2010	By:	/s/ Richard H. Siegel
		Richard H. Siegel, Vice President and General Counsel
Date: December 17, 2010	By:	/s/ Sami Mnaymneh
		Sami Mnaymneh
Date: December 17, 2010	/s/ Anthony A. Tamer
	Anthony A. Tamer
Date: December 17, 2010	/s/ Matthew Sanford
	Matthew Sanford
Date: December 17, 2010	/s/ Fabian de Armas
	Fabian de Armas

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EX-99.C.2

www.HL.com U.S. 800.788.5300 Europe +44.20.7839.3355 China +86.10.8588.2300 Hong Kong +852.3551.2300 Japan +81.3.4577.6000 Los Angeles • New York • Chicago • San Francisco • Minneapolis • Washington, D.C. • Dallas • Atlanta • London • Paris • Frankfurt • Hong Kong • Tokyo • Beijing November 8, 2010 Confidential

CONFIDENTIAL Disclaimer All American Group, Inc. This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collectively, the “materials”), are provided solely for the information of the Special Committee of the Board of Directors (the “Committee”) of All American Group, Inc. (the “Company”) by Houlihan Lokey in connection with the Committee’s consideration of a potential transaction (the “Transaction”) involving the Company. This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental information provided by and discussions with Houlihan Lokey in connection therewith. Any defined terms used herein shall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere in the materials. The materials are for discussion purposes only and may not be relied upon by any person or entity for any purpose except as expressly permitted by Houlihan Lokey’s engagement letter. The materials were prepared for specific persons familiar with the business and affairs of the Company for use in a specific context and were not prepared with a view to public disclosure or to conform with any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and neither the Committee, the Company nor Houlihan Lokey takes any responsibility for the use of the materials by persons other than the Committee. The materials are provided on a confidential basis solely for the information of the Committee and may not be disclosed, summarized, reproduced, disseminated or quoted or otherwise referred to, in whole or in part, without Houlihan Lokey’s express prior written consent. Notwithstanding anything to the contrary set forth herein, Houlihan Lokey imposes no restrictions on the disclosure by the Company (including any of its employees, representatives or agents) of the tax treatment or tax structure of any transaction, including those portions of any materials containing such information that are provided by Houlihan Lokey to the Company; provided, however, that (a) any such information and materials shall be kept confidential to the extent necessary to comply with any applicable securities laws, and (b) the foregoing does not constitute an authorization to disclose (i) the name of, or other information that would identify, any party to any transaction, or (ii) confidential commercial, financial or structural information regarding any transaction, except to the extent relating to such tax treatment or tax structure. If the Company plans to disclose information or materials pursuant to the preceding sentence the Company shall inform those to whom it discloses any such information or materials that they may not rely upon such information or materials for any purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey is not an expert on, and nothing contained in the materials should be construed as advice with regard to, legal, accounting, regulatory, insurance, tax or other specialist matters. Houlihan Lokey’s role in reviewing any information is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Committee. Any statement contained in the materials as to tax matters was neither written nor intended by Houlihan Lokey or any of its affiliates to be used, and cannot be used by any taxpayer, for the purpose of avoiding tax penalties that may be imposed on such taxpayer. If any person uses or refers to any such tax statement in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then such statement is being delivered to support the promotion or marketing of the transaction or matter addressed and such person should seek advice based on its particular circumstances from an independent tax advisor. The materials necessarily are based on financial, economic, market and other conditions as in effect on, and the information available to Houlihan Lokey as of, the date of the materials. Although subsequent developments may affect the contents of the materials, Houlihan Lokey has not undertaken, and is under no obligation, to update, revise or reaffirm the materials, except as expressly contemplated by Houlihan Lokey’s engagement letter. The materials are not intended to provide the sole basis for evaluation of the Transaction and do not purport to contain all information that may be required. The materials do not address the underlying business decision of the Company or any other party to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies that might exist for the Company or any other party. The materials do not constitute any opinion, nor do the materials constitute a recommendation to the Committee, any security holder of the Company or any other person as to how to vote or act with respect to any matter relating to the Transaction or whether to buy or sell any assets or securities of any company. Houlihan Lokey’s only opinion is the opinion, if any, that is actually delivered to the Committee. The materials may not reflect information known to other professionals in other business areas of Houlihan Lokey and its affiliates. The preparation of the materials was a complex process involving quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaptation and application of these methods to the unique facts and circumstances presented and, therefore, is not readily susceptible to partial analysis or summary description. Furthermore, Houlihan Lokey did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Accordingly, the analyses contained in the materials must be considered as a whole. Selecting portions of the analyses, analytic methods and factors without considering all analyses and factors could create a misleading or incomplete view. The materials reflect judgments and assumptions with regard to industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are beyond the control of the participants in the Transaction. Any estimates of value contained in the materials are not necessarily indicative of actual value or predictive of future results or values, which may be significantly more or less favorable. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which any assets, businesses or securities may actually be sold. In preparing the materials, Houlihan Lokey has not conducted any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of the Company or any other party and has no obligation to evaluate the solvency of the Company or any other party under any law. 1

CONFIDENTIAL Disclaimer All American Group, Inc. All budgets, projections, estimates, financial analyses, reports and other information with respect to operations (including estimates of potential cost savings and expenses) reflected in the materials have been prepared by management of the relevant party or are derived from such budgets, projections, estimates, financial analyses, reports and other information or from other sources, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has reviewed and found reasonable. The budgets, projections and estimates contained in the materials may or may not be achieved and differences between projected results and those actually achieved may be material. Houlihan Lokey has relied upon representations made by management of the Company that such budgets, projections and estimates have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management (or, with respect to information obtained from public sources, represent reasonable estimates), and Houlihan Lokey expresses no opinion with respect to such budgets, projections or estimates or the assumptions on which they are based. The scope of the financial analysis, if any, contained herein is based on discussions with the Company (including, without limitation, regarding the methodologies to be utilized), and Houlihan Lokey does not make any representation, express or implied, as to the sufficiency or adequacy of such financial analysis or the scope thereof for any particular purpose. Houlihan Lokey has assumed and relied upon the accuracy and completeness of the financial and other information provided to, discussed with or reviewed by it without (and without assuming responsibility for) independent verification of such information, makes no representation or warranty (express or implied) in respect of the accuracy or completeness of such information and has further relied upon the assurances of the Company that it is not aware of any facts or circumstances that would make such information inaccurate or misleading. In addition, Houlihan Lokey has relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company or any other participant in the Transaction since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its opinion, and that the final forms of any draft documents reviewed by Houlihan Lokey will not differ in any material respect from such draft documents. The materials are not an offer to sell or a solicitation of an indication of interest to purchase any security, option, commodity, future, loan or currency. The materials do not constitute a commitment by Houlihan Lokey or any of its affiliates to underwrite, subscribe for or place any securities, to extend or arrange credit, or to provide any other services. In the ordinary course of business, certain of Houlihan Lokey’s affiliates, as well as investment funds in which they may have financial interests, may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, one or more parties that may be involved in the Transaction and their respective affiliates or any currency or commodity that may be involved in the Transaction. Houlihan Lokey provides mergers and acquisitions, restructuring and other advisory services to clients. Houlihan Lokey’s personnel may make statements or provide advice that is contrary to information contained in the materials. Houlihan Lokey’s or its affiliates’ proprietary interests may conflict with the Company’s interests. Houlihan Lokey may have advised, may seek to advise and may in the future advise companies mentioned in the materials. 2

CONFIDENTIAL Table of Contents Tab Transaction Background 1 Financial Considerations 2 3 All American Group, Inc.

CONFIDENTIAL Transaction Background

CONFIDENTIAL Summary of Selected Transaction Terms1 Parties to the Transaction All American Group, Inc. (the “Company”) All American Group Holdings, LLC (“Parent”), a newly-formed acquisition vehicle of H.I.G. Capital, LLC (“H.I.G.”) All American Acquisition Corporation, a wholly owned subsidiary of Parent Form of Transaction Merger Form of Consideration $0.20 in cash per outstanding share of Company common stock One beneficial interest unit (each, a “Liquidating Trust Unit”) of All American Group Liquidating Trust to be formed to receive proceeds in excess of $5.0 million, if any, from the potential sale of the Company’s Specialty Vehicle Business following consummation of the Transaction Per Share Transaction Consideration: $0.202 Transaction Background 5 1. This summary is intended only as an overview of selected terms and is not intended to cover all terms or details of the Transaction. 2. No value attributed to Liquidating Trust Unit. Source: Draft dated November 7, 2010 of the Agreement and Plan of Merger.

CONFIDENTIAL Situation Background In 2009, in the midst of the housing crisis, the Company sought approximately $20.0 million in liquidity after its primary lender declined to renew its line of credit. In early 2009, the Company retained R.W. Baird (“Baird”) to explore financing and M&A alternatives for the Company. Baird contacted approximately 36 parties, including commercial banks, bridge loan lenders and private equity funds. The Company was unable to generate any serious interest and in September 2009 eventually entered into a two-year $20.0 million loan agreement (“Loan Agreement”) with H.I.G pursuant to which the Company issued to H.I.G. $10.0 million of senior secured revolving notes (the “Revolving Notes”) and $10.0 million of convertible debt (the “Secured Subordinated Convertible Tranche B Notes”). The Loan Agreement is collateralized by substantially all of the assets of the Company. As part of the Secured Subordinated Convertible Tranche B Notes, the Company also issued to H.I.G. an aggregate of approximately 6.7 million common stock purchase warrants exercisable at a price of $0.00001 per share. The Revolving Notes bear interest at a rate equal to LIBOR plus 5%, payable in cash monthly. The Secured Subordinated Convertible Tranche B Notes bear interest at the rate of 20% per annum, payable in either cash semiannually or as PIK interest that accrues and increases the principal amount. All principal and accrued interest on the Secured Subordinated Convertible Tranche B Notes is convertible into shares of the Company’s common stock at the election of H.I.G. and is exercisable at any time up until the end of the two-year term of such notes at the conversion price of $0.565 per share. Under the terms of the Loan Agreement, the Secured Subordinated Convertible Tranche B Notes have anti-dilution protection. . Transaction Background 6 Source: Company management and representatives.

CONFIDENTIAL Situation Background (cont.) The Company and H.I.G. amended the Loan Agreement on April 5, 2010 to waive specified events of default and revise covenants. As a result of the modifications, the Company issued to H.I.G. additional warrants to purchase up to 9,557,939 shares of the Company’s common stock. The Company will only have partial access to the Revolving Notes, for specified purposes, until the Company is in compliance with the original financial covenants of the Loan Agreement. On August 5, 2010, H.I.G. exercised all warrants and now controls approximately 55% of the outstanding common stock of the Company and greater than 80% if the Secured Subordinated Convertible Tranche B Notes are converted at a conversion price of $0.565 per share. In September 2010, H.I.G. approached the Company’s non-executive Chairman, William Johnson, and indicated its interest in acquiring the Company. Independent members of the Board of Directors formed a special committee (the “Special Committee”) regarding a transaction with H.I.G., at which time Houlihan Lokey was retained by the Special Committee. The Special Committee contacted a limited number of potential strategic and financial buyers regarding their interest in acquiring the Specialty Vehicles Segment, the Housing Segment and/or the entire Company. As a result of its efforts, the Special Committee received some informal interest to acquire portions of the Company, which were communicated to H.I.G. but not pursued by H.I.G. Management of the Company has represented that the Company is now facing a liquidity crisis and cannot fund future operations without additional capital. . Transaction Background 7 Source: Company management and representatives.

CONFIDENTIAL Transaction Value Overview Transaction Background 8 Summary of Transaction Value (dollars and shares in millions, except per share values) Implied Premiums to Historical Stock Average Trading Prices 1. Based on 36,750,083 outstanding shares as of October 30, 2010, per Company management. 2. No value attributed to Liquidating Trust Unit. 3. Per Company management as of September 30, 2010. Cash excludes restricted cash held by others. Source: Capital IQ. LTM refers to the most recently completed twelve month period for which financial information is available. NFY refers to the next fiscal year. NFY +1 refers to the fiscal year following NFY. Implied Premium of Ave rage Per Share Transaction Trading Period Closing Conside ration over Average As of 11/5/10 Stock Price 1 Closing Stock Price 1 Day $0.09 122.2% 5 Trading Day $0.11 75.4% 10 Trading Day $0.13 55.0% 1 Month $0.17 20.3% 3 Month $0.24 -15.0% 6 Month $0.45 -56.0% 1 Year $0.86 -76.8% 52 Week High 3/17/2010 $1.50 -86.7% 52 Week Low 11/04/2010 $0.09 122.2% Per Share Share s Transaction Security Outstanding1 Consideration2 Common Stock 36.8 $0.20 Implied Value s Implied Common Equity $7.4 Adjustments: Debt3 13.4 Cash3 (2.5) Implied Enterprise Value 18.3 Implied Transaction Multiples Revenue Implied Multiple LTM 9/30/2010 0.25x NFY 2010 0.22x NFY+1 2011 0.31x

CONFIDENTIAL Stock Trading History Transaction Background 9 Common Stock Price & Volume History 0.0 0.1 0.1 0.2 0.2 0.3 0.3 0.4 0.4 0.5 0.5 $- $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 $1.40 $1.60 $1.80 $2.00 Daily Volume Closing Stock Price Closing Stock Price (US $) Daily Volume (000s) Source: Capital IQ.

CONFIDENTIAL Relative Stock Performance Transaction Background 10 Company vs. Selected Companies Index and S&P 500 Index 1. The S elec ted Companies Inde x inc lude s Cav co Indus tries Inc., P alm Harbo rHome s Inc ., S kyline Co rp., S tandard P acific Co rp.,MDC Ho ldings Inc., NVR Inc ..,M/IHomes , Inc., B eazerHomes US A Inc .,Meritage Homes Co rpo ratio n and LennarCo rp. S o urc e: Capital IQ. 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0% 90.0% 100.0% 110.0% 120.0% 130.0% 140.0% 150.0% Indexed Prices S&P 500 Index All American Group, Inc. Selected Companies Index DateRange: 11/5/2009 — 11/5/2010 Selected Companies Index1: -1.9% S&P 500 Index: 14.6% All American Group, Inc.: -92.5%

CONFIDENTIAL Financial Considerations

CONFIDENTIAL Overview of Current Situation Financial Considerations 12 Company management has confirmed the following: The independent auditors of the Company’s audited financial statements for fiscal years 2008 and 2009 have raised substantial doubt as to the Company’s ability to continue to operate as a going concern. The Company has not been in compliance with certain covenants in its existing Loan Agreement with H.I.G. since August 2010. The Company currently is unable to obtain adequate bid and performance bonds with reasonable collateral requirements which bonds are necessary to perform certain commercial construction projects of its Housing segment. The automotive manufacturer from which the Company purchases the vehicle chassis necessary for the operation of the bus production line of the Company’s Specialty Vehicles segment has advised the Company that the Company’s purchase order for chassis to be delivered in the first quarter 2011 will not be accepted unless the Company has an open line of credit in place. The Company’s existing line of credit with GMAC has been suspended and is scheduled to terminate on December 14, 2010. H.I.G. has advised the Company that, absent the execution of a definitive agreement to effect the Transaction, H.I.G. is unwilling to provide additional credit or other financial or credit support to the Company and may declare a default under the Loan Agreement with respect to the Company’s noncompliance with certain covenants thereunder. Attempts by the Company or the Special Committee to obtain alternative financing or solicit interest from third parties, other than H.I.G., in a potential transaction with the Company were unsuccessful given that all proposals for financing and interest received were dependent on the agreement of H.I.G. as the Company’s senior lender and majority shareholder, which agreement H.I.G. declined to provide. The Company believes that there are no viable alternatives to the Transaction that would provide any value to holders of Company common stock, including, without limitation, a corporate reorganization under the protection of U.S. bankruptcy laws. If the Transaction is not consummated, the Company’s ability to operate as a going concern will be severely impaired and this impairment would reasonably be expected to result in the liquidation of the Company in a voluntary or involuntary bankruptcy. Source: Company management.

CONFIDENTIAL Selected Historical and Projected Financial Data Financial Considerations 13 (dollars in millions) Fiscal Year Ended December 31, LTMEnded Fiscal Year Ending De cember 31, 2007 2008 2009 9/30/2010 2010E 2011E Reported Revenue $119.2 $119.6 $60.6 $73.3 $82.2 $59.2 Revenue Growth % - -0.3% 0.3% -49.3% — 35.6% -28.0% Cost of Goods Sold (106.3) (102.2) (61.7) (70.9) (78.9) (52.3) Gross Profit $12.8 $17.4 ($1.0) $2.5 $3.3 $6.9 Gross Margin % 10.8% 14.5% -1.7% 3.4% 4.1% 11.6% Selling, General & Administrative Expenses (24.7) (20.1) (14.8) (14.3) (14.3) (11.6) Other Expenses 0.1 (18.6) 0.1 0.1 0.1 0.0 Depreciation & Amortization 5.8 4.2 2.7 2.3 2.2 1.8 Total Adjustments1 0.0 18.6 0.0 0.0 0.0 0.0 Adjusted EBITDA ($6.0) $1.6 ($13.1) ($9.4) ($8.6) ($2.9) EBITDA Margin % - -5.0% 1.3% -21.6% -12.8% -10.5% -4.9% Depreciation & Amortization (5.8) (4.2) (2.7) (2.3) (2.2) (1.8) Adjusted EBIT ($11.8) ($2.7) ($15.8) ($11.7) ($10.9) ($4.7) EBIT Margin % -9.9% -2.2% -26.0% - -15.9% -13.2% -8.0% 1. To tal A djus tments : Impairments $0.0 $18.6 $0.0 $0.0 $0.0 $0.0 T o t a l A d jus tm e nt s $0 .0 $18 .6 $0 .0 $0 .0 $0 .0 $0 .0 A djus ted EB ITDA refe rs to Earnings B efo re Inte re s t, Taxes , Deprec iatio n and Amo rtizatio n adjus ted fo r c e rtain no n-re curring items . A djus ted EB IT re fe rs to Earnings B e fo re Intere s t and Taxe s adjus ted fo r c e rtain no n-re curring items . S o urc es :P ublic filings , Management’s interim financ ial s tatements and pro je c tio ns . P ro je c tio ns re flec t the Company’s inability to o btain adequate bo nding fo r c e rtain comme rcial co ns truc tio n pro je cts o f its Ho us ing s egment and to purchas e bus chas s is fo r its S pec ialty Vehic le s egment and as s ume s acc e s s to liquidity ne c e s s ary to achiev e the pro je c tio ns . Company management has indicated that the Company lik e ly do e s no t have s uffic ient liquidity to achie ve its pro je ctio ns . In additio n, the pro jec tio ns as s ume that v endo rs maintain e xis ting trade c redit terms .

CONFIDENTIAL Company Management Liquidation Analysis Financial Considerations 14 1. Reflects estimated overhead costs associated with an orderly liquidation of the Company. 2. Per Company management, assumes liquidation on November 1, 2010. Represents face value of debt above GAAP accrued value and includes interest through October 31, 2010. Source: Company management. (figures in millions) Estimated As of Liquidation Liquidation Liquidation Value Assets 9/30/2010 Value Adjustment Value Adjustment 9/30/2010 Current Assets: Cash & Cash Equivalents $10.537 52.2% $5.500 1 $5.037 Accounts Receivable 4.403 49.1% 2.161 2.242 Inventories 17.096 47.2% 8.070 9.026 Prepaid Expenses 3.955 98.1% 3.880 0.075 Refundable Income Taxes 0.182 0.0% 0.000 0.182 Assets Held for Sale 4.658 22.7% 1.058 3.600 Total Current Assets $40.832 $20.163 Net Fixed Assets 27.333 70.0% 19.133 8.200 Intangible Assets 0.000 0.0% 0.000 0.000 Rental Properties 0.225 60.0% 0.135 0.090 Investments 5.927 77.1% 4.570 1.356 CSV of Life Insurance 0.072 0.0% 0.000 0.072 Total Assets $74.389 $29.882 Liabilities & Stockholders’ Equity Current Liabilities: Accounts Payables $9.314 0.0% $0.000 $9.314 Customer Deposits 1.859 0.0% 0.000 1.859 Current Maturities of Long-Term Debt 0.389 0.0% 0.000 0.389 Payroll andWithholding 0.416 0.0% 0.000 0.416 Accrued Expenses 6.461 13.9% 0.901 5.561 Income Taxes Payable 0.441 0.0% 0.000 0.441 Total Current Liabilities $18.880 $17.979 Long-Term Debt 13.052 -14.7% (1.913) 2 14.965 Mortgage Payable 0.001 0.0% 0.000 0.001 Other Long-Term Payables 9.023 73.0% 6.589 2.434 Total Liabilities $40.955 $35.379 Net Stockholders’ Equity $33.433 Residual ($5.497) Total Additional Potential Contingencies Not Yet Booked 1.929 Residual After Additional Potential Contingencies Not Yet Booked ($7.426)

CONFIDENTIAL Public Stock Price Observations Financial Considerations 15 Low High Closing Stock Price as of November 5, 2010 $0.09 5 Trading Day $0.09 $0.15 10 Trading Day $0.09 $0.15 1 Month $0.09 $0.22 Public Stock Price Recent Trading Range Source: Capital IQ.

EX-99.D.9

Exhibit (d)(9)

POWER OF ATTORNEY

     Each of the undersigned does hereby appoint Richard Siegel his or its true and lawful attorney-in-fact, for the purpose of, from time to time, executing in his or its name and on his or its behalf, any and all amendments to the Statement on Schedule 13E-3 filed by All American Group Holdings, LLC and the other members of the Purchaser Group (as defined in the Introduction to this Schedule 13E-3) including the same acting for the purpose of reporting information in connection with the Agreement and Plan of Merger, dated as of November 8, 2010, among All American Group, Inc., All American Group Holdings, LLC, All American Acquisition Corporation, and Richard M. Lavers, which such attorney-in-fact shall determine to be necessary or appropriate to comply with the reporting requirements of Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, and filing the same with the U.S. Securities and Exchange Commission on behalf of the undersigned, and delivering, furnishing or filing any such documents as exhibits thereto, and giving and granting to such attorney-in-fact the power and authority to act in the premises as fully and to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Any such determination by the attorney-in-fact shall be conclusively evidenced by such person’s execution, delivery, furnishing or filing of the applicable document. This power of attorney shall remain in effect until expressly revoked in writing by the undersigned.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on the date set forth below.

	ALL AMERICAN GROUP HOLDINGS, LLC
Date: December 17, 2010	By:	/s/ Matthew Sanford
		Matthew Sanford, Manager
	ALL AMERICAN ACQUISITION CORPORATION
Date: December 17, 2010	By:	/s/ Matthew Sanford
		Matthew Sanford, President
	H.I.G. ALL AMERICAN, LLC
Date: December 17, 2010	By:	/s/ Matthew Sanford
		Matthew Sanford, President

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	ALL AMERICAN HOMES HOLDINGS, LLC
Date: December 17, 2010	By:	/s/ Matthew Sanford
		Matthew Sanford, Manager
	H.I.G. CAPITAL PARTNERS IV, L.P. By: H.I.G. Advisors IV, L.L.C. Its: General Partner By: H.I.G.-GPII, Inc. Its: Manager
Date: December 17, 2010	/s/ Richard H. Siegel
	Richard H. Siegel, Vice President and General Counsel
	H.I.G. ADVISORS IV, L.L.C. By: H.I.G.-GPII, Inc. Its: Manager
Date: December 17, 2010	/s/ Richard H. Siegel
	Richard H. Siegel, Vice President and General Counsel

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	H.I.G.-GPII, INC.
Date: December 17, 2010	By:	/s/ Richard H. Siegel
		Richard H. Siegel, Vice President and General Counsel
Date: December 17, 2010	By:	/s/ Sami Mnaymneh
		Sami Mnaymneh
Date: December 17, 2010	/s/ Anthony A. Tamer
	Anthony A. Tamer
Date: December 17, 2010	/s/ Matthew Sanford
	Matthew Sanford
Date: December 17, 2010	/s/ Fabian de Armas
	Fabian de Armas

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