4//SEC Filing
HIG GP II INC 4
Accession 0001209191-10-041530
CIK 0000021212other
Filed
Aug 5, 8:00 PM ET
Accepted
Aug 6, 1:02 PM ET
Size
32.8 KB
Accession
0001209191-10-041530
Insider Transaction Report
Form 4
ALL AMERICAN GROUP INCCOHM.PK
All American Homes Holdings, LLC
10% Owner
Transactions
- Exercise of In-Money
Common Stock Purchase Warrant
2010-08-03−10,925,926→ 38,213,387 totalExercise: $0.00From: 2010-04-05Exp: 2019-10-27→ Common Stock (10,925,926 underlying) - Other
Common Stock Purchase Warrant
2010-08-05+0→ 38,213,387 totalExercise: $0.00Exp: 2019-10-27→ Common Stock - Exercise of In-Money
Common Stock
2010-08-03+9,557,939→ 38,213,387 total - Exercise of In-Money
Common Stock
2010-08-03+10,925,926→ 38,213,387 total - Exercise of In-Money
Common Stock Purchase Warrant
2010-08-03−9,557,939→ 38,213,387 totalExercise: $0.00From: 2010-04-05Exp: 2019-10-27→ Common Stock (9,557,939 underlying)
H.I.G. Capital Partners IV, L.P.
10% Owner
Transactions
- Exercise of In-Money
Common Stock Purchase Warrant
2010-08-03−10,925,926→ 38,213,387 totalExercise: $0.00From: 2010-04-05Exp: 2019-10-27→ Common Stock (10,925,926 underlying) - Other
Common Stock Purchase Warrant
2010-08-05+0→ 38,213,387 totalExercise: $0.00Exp: 2019-10-27→ Common Stock - Exercise of In-Money
Common Stock
2010-08-03+10,925,926→ 38,213,387 total - Exercise of In-Money
Common Stock
2010-08-03+9,557,939→ 38,213,387 total - Exercise of In-Money
Common Stock Purchase Warrant
2010-08-03−9,557,939→ 38,213,387 totalExercise: $0.00From: 2010-04-05Exp: 2019-10-27→ Common Stock (9,557,939 underlying)
H.I.G. Advisors IV, L.L.C.
10% Owner
Transactions
- Exercise of In-Money
Common Stock
2010-08-03+10,925,926→ 38,213,387 total - Exercise of In-Money
Common Stock Purchase Warrant
2010-08-03−9,557,939→ 38,213,387 totalExercise: $0.00From: 2010-04-05Exp: 2019-10-27→ Common Stock (9,557,939 underlying) - Other
Common Stock Purchase Warrant
2010-08-05+0→ 38,213,387 totalExercise: $0.00Exp: 2019-10-27→ Common Stock - Exercise of In-Money
Common Stock
2010-08-03+9,557,939→ 38,213,387 total - Exercise of In-Money
Common Stock Purchase Warrant
2010-08-03−10,925,926→ 38,213,387 totalExercise: $0.00From: 2010-04-05Exp: 2019-10-27→ Common Stock (10,925,926 underlying)
HIG GP II INC
10% Owner
Transactions
- Exercise of In-Money
Common Stock Purchase Warrant
2010-08-03−9,557,939→ 38,213,387 totalExercise: $0.00From: 2010-04-05Exp: 2019-10-27→ Common Stock (9,557,939 underlying) - Exercise of In-Money
Common Stock
2010-08-03+10,925,926→ 38,213,387 total - Exercise of In-Money
Common Stock
2010-08-03+9,557,939→ 38,213,387 total - Exercise of In-Money
Common Stock Purchase Warrant
2010-08-03−10,925,926→ 38,213,387 totalExercise: $0.00From: 2010-04-05Exp: 2019-10-27→ Common Stock (10,925,926 underlying) - Other
Common Stock Purchase Warrant
2010-08-05+0→ 38,213,387 totalExercise: $0.00Exp: 2019-10-27→ Common Stock
TAMER ANTHONY
10% Owner
Transactions
- Exercise of In-Money
Common Stock Purchase Warrant
2010-08-03−9,557,939→ 38,213,387 totalExercise: $0.00From: 2010-04-05Exp: 2019-10-27→ Common Stock (9,557,939 underlying) - Other
Common Stock Purchase Warrant
2010-08-05+0→ 38,213,387 totalExercise: $0.00Exp: 2019-10-27→ Common Stock - Exercise of In-Money
Common Stock Purchase Warrant
2010-08-03−10,925,926→ 38,213,387 totalExercise: $0.00From: 2010-04-05Exp: 2019-10-27→ Common Stock (10,925,926 underlying) - Exercise of In-Money
Common Stock
2010-08-03+10,925,926→ 38,213,387 total - Exercise of In-Money
Common Stock
2010-08-03+9,557,939→ 38,213,387 total
H.I.G. All American, LLC
10% Owner
Transactions
- Exercise of In-Money
Common Stock
2010-08-03+10,925,926→ 38,213,387 total - Exercise of In-Money
Common Stock
2010-08-03+9,557,939→ 38,213,387 total - Exercise of In-Money
Common Stock Purchase Warrant
2010-08-03−10,925,926→ 38,213,387 totalExercise: $0.00From: 2010-04-05Exp: 2019-10-27→ Common Stock (10,925,926 underlying) - Exercise of In-Money
Common Stock Purchase Warrant
2010-08-03−9,557,939→ 38,213,387 totalExercise: $0.00From: 2010-04-05Exp: 2019-10-27→ Common Stock (9,557,939 underlying) - Other
Common Stock Purchase Warrant
2010-08-05+0→ 38,213,387 totalExercise: $0.00Exp: 2019-10-27→ Common Stock
MNAYMNEH SAMI
10% Owner
Transactions
- Exercise of In-Money
Common Stock
2010-08-03+10,925,926→ 38,213,387 total - Exercise of In-Money
Common Stock
2010-08-03+9,557,939→ 38,213,387 total - Exercise of In-Money
Common Stock Purchase Warrant
2010-08-03−10,925,926→ 38,213,387 totalExercise: $0.00From: 2010-04-05Exp: 2019-10-27→ Common Stock (10,925,926 underlying) - Exercise of In-Money
Common Stock Purchase Warrant
2010-08-03−9,557,939→ 38,213,387 totalExercise: $0.00From: 2010-04-05Exp: 2019-10-27→ Common Stock (9,557,939 underlying) - Other
Common Stock Purchase Warrant
2010-08-05+0→ 38,213,387 totalExercise: $0.00Exp: 2019-10-27→ Common Stock
Footnotes (9)
- [F1]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, directors and sole shareholders of GP II.
- [F2]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."
- [F3]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.
- [F4]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").
- [F5]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 financial calculations.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]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.
Documents
Issuer
ALL AMERICAN GROUP INC
CIK 0000021212
Entity typeother
Related Parties
1- filerCIK 0001173671
Filing Metadata
- Form type
- 4
- Filed
- Aug 5, 8:00 PM ET
- Accepted
- Aug 6, 1:02 PM ET
- Size
- 32.8 KB