-----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, Krk/ZVfftIIkDOHu/KGSkJaakuB22lxViHgb1QvNUg7v10BIxPmrMbEH/hO+s2NJ iiJz0/jdI8Rz/41Dhhm/YA== 0001209191-10-052762.txt : 20101102 0001209191-10-052762.hdr.sgml : 20101102 20101102215436 ACCESSION NUMBER: 0001209191-10-052762 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101030 FILED AS OF DATE: 20101102 DATE AS OF CHANGE: 20101102 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: 101159813 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: 101159811 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: 101159812 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: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] 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: 101159814 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: 101159815 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: 101159810 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: 101159809 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 c07697_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2010-10-30 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 Secured Subordinated Convertible Tranche B Note .565 2010-08-24 4 J 0 425644 0 A 2010-04-05 2011-10-27 Common Stock 425644 0 D Secured Subordinated Convertible Tranche B Note .565 2010-10-30 4 J 0 23199560 0 A 2010-10-30 2011-10-27 Common Stock 23199560 23199560 D This Form 4 is being filed by H.I.G. All American, LLC (the "Lender") as the direct beneficial owner of the New Warrant, the Second 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 New Warrant and the Second Amended and Restated Tranche B Note. (continued from footnote 1) 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, directors 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" and together with the Original Warrant, the "Exercised Warrants") (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. (continued from footnote 6) 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. 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. 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. On August 24, 2010, the Lender and the Borrowers entered into a Limited Waiver of Specified Defaults (the "Waiver"), pursuant to which the Lender agreed to waive certain defaults under the Loan Agreement and the Borrowers 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 that were reimbursable pursuant to the Loan Agreement. The Borrowers requested, and the Lender agreed, that in lieu of the Borrowers paying the waiver fee and reimbursable expenses in cash, that the Borrowers would add such amounts, together with $838,589 of PIK Interest that had accrued for the period commencing on April 1, 2010 and ending on August 24, 2010, to the principal amount of the Tranche B Note. (continued from footnote 9) To reflect the addition of these amounts to the Tranche B Note, the Borrowers issued a Second Amended and Restated Tranche B Note to the Lender on August 24, 2010. On October 30, 2010 an additional $437,313 was added to the principal amount of the Second Amended and Restated Tranche B Note to reflect PIK Interest that had accrued for the period commencing on August 25, 2010 and ending on October 30, 2010. The outstanding principal amount of the Second Amended and Restated Tranche B Note (including PIK Interest) is convertible into shares of the Common Stock at the current conversion price of $0.565 per share. 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 has the right to receive 23,199,650 shares of Common Stock issuable to the Lender upon conversion of the Second 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 43,683,515, (iii) sole dispositive power is none and (iv) shared dispositive power is 43,683,515. The Second Amended and Restated Tranche B Note contains anti-dilution protections in the event the Company issues additional shares of Common Stock. Unless paid in cash on the applicable interest payment date, interest on the Second Amended and Restated Tranche B Note is added to the outstanding principal amount of the Second Amended and Restated Tranche B Note ("PIK Interest"). These anti-dilution protections and accrual of PIK Interest 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 2010-11-01 All American Homes Holdings, LLC, by Matthew Sanford, its Manager 2010-11-02 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 2010-11-02 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 2010-11-02 H.I.G.-GPII, Inc., by Richard H. Siegel, its Vice President and General Counsel 2010-11-02 Sami W. Myanmneh 2010-11-02 Anthony A. Tamer 2010-11-02 -----END PRIVACY-ENHANCED MESSAGE-----