-----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, JW2Fx+li1hMJMumwcjA/VovO9wkEXu8G9B0j0/pEHZ4IBKExRfGdbipPCY3c8T9g 2Mlkmp6/CEGUx/84EELVDw== 0001209191-10-022254.txt : 20100414 0001209191-10-022254.hdr.sgml : 20100414 20100414161503 ACCESSION NUMBER: 0001209191-10-022254 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100405 FILED AS OF DATE: 20100414 DATE AS OF CHANGE: 20100414 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIG GP II INC CENTRAL INDEX KEY: 0001173671 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07160 FILM NUMBER: 10749622 BUSINESS ADDRESS: STREET 1: 1001 BRICKELL BAY DR STREET 2: 27TH FL CITY: MIAMI STATE: FL ZIP: 33131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TAMER ANTHONY CENTRAL INDEX KEY: 0001050045 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07160 FILM NUMBER: 10749620 MAIL ADDRESS: STREET 1: 1001 SOUTH BAYSHORE DRIVE STREET 2: STE 2708 CITY: MIAMI STATE: FL ZIP: 33131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MNAYMNEH SAMI CENTRAL INDEX KEY: 0001050046 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07160 FILM NUMBER: 10749621 MAIL ADDRESS: STREET 1: 1001 SOUTH BAYSHORE DRIVE STREET 2: STE 2708 CITY: MIAMI STATE: FL ZIP: 33131 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COACHMEN INDUSTRIES INC CENTRAL INDEX KEY: 0000021212 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 351101097 STATE OF INCORPORATION: IN FISCAL YEAR END: 1027 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: H.I.G. Advisors IV, L.L.C. CENTRAL INDEX KEY: 0001476298 STATE OF INCORPORATION: DE FISCAL YEAR END: 1209 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07160 FILM NUMBER: 10749623 BUSINESS ADDRESS: STREET 1: 1001 BRICKELL BAY BRIVE STREET 2: 27TH FLOOR CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 305-379-2322 MAIL ADDRESS: STREET 1: 1001 BRICKELL BAY BRIVE STREET 2: 27TH FLOOR CITY: MIAMI STATE: FL ZIP: 33131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: H.I.G. Capital Partners IV, L.P. CENTRAL INDEX KEY: 0001476299 STATE OF INCORPORATION: DE FISCAL YEAR END: 1209 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07160 FILM NUMBER: 10749624 BUSINESS ADDRESS: STREET 1: 1001 BRICKELL BAY BRIVE STREET 2: 27TH FLOOR CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 305-379-2322 MAIL ADDRESS: STREET 1: 1001 BRICKELL BAY BRIVE STREET 2: 27TH FLOOR CITY: MIAMI STATE: FL ZIP: 33131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: H.I.G. All American, LLC CENTRAL INDEX KEY: 0001476300 STATE OF INCORPORATION: DE FISCAL YEAR END: 1209 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07160 FILM NUMBER: 10749625 BUSINESS ADDRESS: STREET 1: 1001 BRICKELL BAY BRIVE STREET 2: 27TH FLOOR CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 305-379-2322 MAIL ADDRESS: STREET 1: 1001 BRICKELL BAY BRIVE STREET 2: 27TH FLOOR CITY: MIAMI STATE: FL ZIP: 33131 4 1 c99226_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2010-04-05 0000021212 COACHMEN INDUSTRIES INC COHM.PK 0001476300 H.I.G. All American, LLC 1001 BRICKELL BAY DRIVE 27TH FLOOR MIAMI FL 33131 0 0 1 0 0001476299 H.I.G. Capital Partners IV, L.P. 1001 BRICKELL BAY DRIVE 27TH FLOOR MIAMI FL 33131 0 0 1 0 0001476298 H.I.G. Advisors IV, L.L.C. 1001 BRICKELL BAY DRIVE 27TH FLOOR MIAMI FL 33131 0 0 1 0 0001173671 HIG GP II INC 1001 BRICKELL BAY DRIVE 27TH FLOOR MIAMI FL 33131 0 0 1 0 0001050046 MNAYMNEH SAMI 1001 BRICKELL BAY DRIVE 27TH FLOOR MIAMI FL 33131 0 0 1 0 0001050045 TAMER ANTHONY 1001 BRICKELL BAY DRIVE 27TH FLOOR MIAMI FL 33131 0 0 1 0 Common Stock Purchase Warrant 0 2010-04-05 4 H 0 6654855 D 2019-10-27 Common Stock 6654855 0 I see footnote Common Stock Purchase Warrant 0 2010-04-05 4 P 0 10925926 A 2019-10-27 Common Stock 10925926 10925926 I see footnote Common Stock Purchase Warrant 0 2010-04-05 4 P 0 9557939 A 2019-10-27 Common Stock 9557939 9557939 I see footnote Secured Subordinated Convertible Tranche B Note .979 2010-04-05 4 H 0 10190564 D 2011-10-27 Common Stock 10190564 0 I see footnote Secured Subordinated Convertible Tranche B Note .612 2010-04-05 4 P 0 17728758 A 2011-10-27 Common Stock 17728758 17728758 I see footnote This Form 4 is being filed by H.I.G. All American, LLC (the "Lender") as the direct beneficial owner of the Warrants and the Tranche B Note and the shares of Common Stock underlying the Tranche B Note and the Warrant. Each of the other Reporting Persons may be indirect beneficial owners of such securities as follows: (i) H.I.G. Capital Partner IV, L.P., in its capacity as the sole member of the Lender ("Fund IV"), (ii) H.I.G. Advisors IV, L.L.C., in its capacity as the general partner of Fund IV ("Advisors IV"), (iii) H.I.G.-GPII, Inc., in its capacity as the manager of Advisors IV ("GP II") and (iv) Sami W. Mnaymneh and Anthony A. Tamer in their capacity as co-presidents, directors and sole shareholders of GP II. Each of the Lender, Fund IV, Advisors IV, GPII, Mr. Mnaymneh and Mr. Tamer may be referred to individually as a "Reporting Person" and collectively as the "Reporting Persons." Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person assumed responsibility for the accuracy and completeness of information supplied by any other Reporting Person. Each Reporting Person disclaims beneficial ownership of the securities reported herein. The filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 4. On October 27, 2009, the Lender, Coachmen Industries, Inc., an Indiana corporation (the "Company"), and various direct and indirect subsidiaries of the Company (together with the Company, the "Borrowers") entered into a Loan Agreement (the "Loan Agreement"), pursuant to which the Lender (i) purchased certain Secured Subordinated Convertible Tranche B Notes from the Borrowers in the initial principal amount of $10 million, which were convertible into shares of the Company's common stock, no par value (the "Common Stock"), at an initial exercise price of $.979 per share (the "Tranche B Note"), (ii) committed to extend a line of credit to the Borrowers of up to $10 million, to be evidenced by a Senior Secured Revolving Note in principal amount of up to $10 million and (iii) was issued a warrant to purchase up to 6,654,855 shares of the Common Stock, at an exercise price of $.00001 per share (the "Warrant"). The Warrant may be exercised only upon the occurrence of certain events, including: (i) the Company's repayment of the Tranche B Note; (ii) the Lender's conversion of the Tranche B Note into shares of Common Stock; (iii) the Lender's acceleration of amounts due under the Tranche B Note or Revolving Note due to an event of default by the Company under the terms of the Loan Agreement; (iii) the termination of the line of credit extended pursuant to the Loan Agreement for any reason; or (iv) the expiration of the two year term of the revolving line of credit or the Tranche B Note on October 27, 2011. In addition, the last 820,171 shares of Common Stock subject to the Warrant are exercisable only on sixty-one days prior written notice to the Company. On April 5, 2010, the Lender and the Borrowers 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. The Company issued a new Warrant to purchase up to 9,557,939 shares of the Common Stock (the "New Warrant") (i) in satisfaction of the Default Shares that the Company was required to issue when it defaulted under section 8.21 of the Loan Agreement, (ii) to eliminate the price protection feature in the Tranche B Note, and (iii) as consideration to the Lender for entering into the First Amendment. The principal amount of Tranche B Note was increased by $850,000, reflecting the addition of PIK Interest that was otherwise payable on March 31, 2010. In addition, the Lender decreased the financial covenants for the Borrowers' compliance with the Loan Agreement and agreed to certain changes to financial calculations. The Lender also provided lower financial covenants for the Borrowers' access to the first $3 million of the Revolving Note, but the Company will be required to issue additional Warrants to the Lender if the Borrowers utilize the lower financial covenants to access the first $3 million and they are unable to meet the historical financial covenants of the Loan Agreement. The First Amendment also provides the Borrowers with the opportunity to obtain a waiver of the financial covenants in Section 8.21 of the Loan Agreement by paying a waiver fee, in cases where the EBITDA shortfall is less than $500,000, or issuing additional Warrants, if the EBITDA Shortfall is greater than $500,000, but less than $1 million (each, a "Waiver Fee"). The Original Warrant and the Tranche B Note were amended and restated to reflect the anti-dilution adjustments that occurred as a result of the issuance of the New Warrant and now can be exercised or converted into 10,925,926 and 17,728,758 shares, respectively (including the PIK Interest). The Amended and Restated Warrant and the New Warrant (collectively, the "Warrants") and the Amended and Restated Tranche B Note all contain anti-dilution protection in the event the Company issues in excess of 16,403,409 shares of Common Stock. The outstanding principal of the Amended and Restated Tranche B Note (including PIK Interest) is convertible into shares of the Common Stock at the current conversion price of $0.612 per share. As a result of the shares issuable to the Lender upon conversion of the Tranche B Note and exercise of the Warrant the Lender may be deemed to be the beneficial owner of 38,213,387 shares of Common Stock, which represents in the aggregate approximately 69.97% of the outstanding shares of Common Stock on a fully diluted basis, assuming a sufficient number of authorized shares. The last 820,171 shares of Common Stock subject to the Warrant are exercisable only on sixty-one days prior written notice to the Company. These shares are currently not considered to be beneficially owned by the Lender because it does not have the right to receive them within sixty days. If the Lender provides the Company with the required written notice of exercise, it will thereafter be deemed to be the beneficial owner of these last 820,171 shares of Common Stock, which currently represents an additional 5% of the outstanding shares of Common Stock. All of the percentages calculated in this Form 4 are based upon an aggregate of 16,403,409 shares of Common Stock outstanding as of April 5, 2010 (as disclosed in the First Amendment), as adjusted to reflect the 38,213,387 shares of Common Stock issuable to the Lender upon conversion of the Amended and Restated Tranche B Note and exercise of the Warrants (assuming there would be sufficient authorized Common Stock). The number of shares of Common Stock of the Company that may be deemed to be beneficially owned by each of the Reporting Persons with respect to which there is (i) sole voting power is none, (ii) shared voting power is 38,213,387, (iii) sole dispositive power is none and (iv) shared dispositive power is 38,213,387. Both the Warrants and the Tranche B Note contain anti-dilution protection in the event the Company issues shares of Common Stock in excess of 16,403,409. The conversion price of the Tranche B Note is also subject to reduction if the Company defaults on certain of its financial covenants contained in the Loan Agreement. Unless paid in cash on the applicable interest payment date, interest on the Tranche B Note is added to the outstanding principal amount of the Tranche B Note ("PIK Interest"). The anti-dilution protections and potential conversion price reductions, as well as the accrual of PIK Interest on the Tranche B Note, could all result in the Reporting Persons obtaining beneficial ownership of additional shares of Common Stock. H.I.G. All American, LLC, /s/ Richard H. Siegel, its Vice President and General Counsel 2010-04-14 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, /s/ Richard H. Siegel, its Vice President and General Counsel 2010-04-14 H.I.G. Advisors IV, L.L.C., by H.I.G.-GPII, Inc., its Manager, /s/ Richard H. Siegel, its Vice President and General Counsel 2010-04-14 H.I.G.-GPII, Inc., /s/ Richard H. Siegel, its Vice President and General Counsel 2010-04-14 /s/ Sami W. Myanmneh 2010-04-14 /s/ Anthony A. Tamer 2010-04-14 -----END PRIVACY-ENHANCED MESSAGE-----