-----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, NwmZ1i5rS3jlHsmcUn6MR+A+rtizC2ygUrGoFk1pMJFHTfD5m0aRc4Db2TSVrWJ7 esoWmQ/Lor0WHPRgf6XIKw== 0001209191-10-041530.txt : 20100806 0001209191-10-041530.hdr.sgml : 20100806 20100806130211 ACCESSION NUMBER: 0001209191-10-041530 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100803 FILED AS OF DATE: 20100806 DATE AS OF CHANGE: 20100806 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: 10997355 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: 10997354 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: 10997361 MAIL ADDRESS: STREET 1: 1001 SOUTH BAYSHORE DRIVE STREET 2: STE 2708 CITY: MIAMI STATE: FL ZIP: 33131 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALL AMERICAN GROUP INC CENTRAL INDEX KEY: 0000021212 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 351101097 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 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 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: 10997356 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: 10997357 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: 10997360 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: All American Homes Holdings, LLC CENTRAL INDEX KEY: 0001498195 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07160 FILM NUMBER: 10997359 BUSINESS ADDRESS: STREET 1: 1001 BRICKELL BAY DRIVE STREET 2: 27TH FLOOR CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 305-379-2322 MAIL ADDRESS: STREET 1: 1001 BRICKELL BAY DRIVE STREET 2: 27TH FLOOR CITY: MIAMI STATE: FL ZIP: 33131 4 1 c04346_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2010-08-03 0000021212 ALL AMERICAN GROUP INC COHM.PK 0001476300 H.I.G. All American, LLC 1001 BRICKELL BAY DRIVE 27TH FLOOR MIAMI FL 33131 0 0 1 0 0001498195 All American Homes Holdings, 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 2010-08-03 4 X 0 10925926 0 A 38213387 D Common Stock 2010-08-03 4 X 0 9557939 0 A 38213387 D Common Stock Purchase Warrant 0 2010-08-03 4 X 0 10925926 D 2010-04-05 2019-10-27 Common Stock 10925926 38213387 D Common Stock Purchase Warrant 0 2010-08-03 4 X 0 9557939 D 2010-04-05 2019-10-27 Common Stock 9557939 38213387 D Common Stock Purchase Warrant 0 2010-08-05 4 J 0 0 A 2019-10-27 Common Stock 38213387 D This Form 4 is being filed by H.I.G. All American, LLC (the "Lender") as the direct beneficial owner of the Amended and Restated Tranche B Note, the shares of Common Stock issued to the Lender upon exercise of the Exercised Warrants, and the shares of Common Stock underlying the Amended and Restated Tranche B Note. Each of the other Reporting Persons may be indirect beneficial owners of such securities as follows: (i) All American Homes Holdings, LLC, in its capacity as the owner of a majority of the equity interests of the Lender ("Holdings"), (ii) H.I.G. Capital Partner IV, L.P., in its capacity as the owner of a majority of the equity interests of Holdings ("Fund IV"), (iii) H.I.G. Advisors IV, L.L.C., in its capacity as the general partner of Fund IV ("Advisors IV"), (iv) H.I.G.-GPII, Inc., in its capacity as the manager of Advisors IV ("GP II") and (v) Sami W. Mnaymneh and Anthony A. Tamer in their capacity as co-presidents, d irectors and sole shareholders of GP II. Each of the Lender, Holdings, 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, All American Group, Inc. (f/k/a 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 that is evidenced by a Senior Secured Revolving Note in principal amount of up to $10 million (the "Revolving Note") 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 "Original Warrant"). 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 "First Amendment 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 fin ancial calculations. In connection with the First Amendment, 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 First Amendment Warrant. The Amended and Restated Warrant and the First Amendment Warrant (collectively, the "Exercised Warrants") and the Amended and Restated Tranche B Note all contained anti-dilution protection in the event the Company issued 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 Common Stock at the current conversion price of $0.612 per share. On August 3, 2010, the Lender delivered to the Company notices of exercise and payment of the aggregate exercise price for all of the shares of Common Stock subject to the Exercised Warrants. In connection with the Lender's exercise of the Exercised Warrants, on August 5, 2010 the Company issued to the Lender a new Warrant (the "New Warrant") in satisfaction of the Company's obligations under existing agreements with the Lender. In the event the Company issues in excess of 36,887,274 shares of Common Stock, the New Warrant is exercisable for shares of Common Stock to protect the Lender from having its position diluted by the equity issuance. As a result of the shares issued to the Lender upon its exercise of the Exercised Warrants the Lender is the beneficial owner of a total of 20,483,865 shares of Common Stock. Additionally, the Lender may be deemed to be the beneficial owner of 17,729,522 shares of Common Stock that are issuable to the Lender upon conversion of the Amended and Restated Tranche B Note. 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 Amended and Restated Tranche B Note and the New Warrant contain anti-dilution protection in the event the Company issues additional shares of Common Stock. Unless paid in cash on the applicable interest payment date, interest on the Amended and Restated Tranche B Note is added to the outstanding principal amount of the Amended and Restated Tranche B Note ("PIK Interest"). These anti-dilution protections and accrual of PIK Interest on the Amended and Restated Tranche B Note could all result in the Reporting Persons obtaining beneficial ownership of additional shares of Common Stock. /s/ H.I.G. All American, LLC, By Richard H. Siegel, its Vice President and General Counsel /s/ Richard H. Siegel 2010-08-05 All American Homes Holdings, LLC, by Matthew Sanford, its Manager 2010-08-05 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, by Richard H. Siegel, its Vice President and General Counsel 2010-08-05 H.I.G. Advisors IV, L.L.C., by H.I.G.-GPII, Inc., its Manager, by Richard H. Siegel, its Vice President and General Counsel 2010-08-05 H.I.G.-GPII, Inc., by Richard H. Siegel, its Vice President and General Counsel 2010-08-05 Sami W. Myanmneh 2010-08-05 Anthony A. Tamer 2010-08-05 -----END PRIVACY-ENHANCED MESSAGE-----