UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K Amended
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| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
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| SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2008 OR | ||
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| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
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| OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 333-124109
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AFFINITY GROUP HOLDING, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 20-2428068 |
(State of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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2575 Vista Del Mar Drive |
| (805) 667-4100 |
Ventura, CA 93001 |
| (Registrant’s telephone |
(Address of principal executive offices) |
| number including area code.) |
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SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: NONE |
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT: |
10-7/8% Senior Notes Due 2012 |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES NO X
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES NO X
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ;
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one):
Accelerated filer ___ |
| Large accelerated filer ___ |
| Non-accelerated filer X |
| Smaller reporting company ___ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES NO X
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class |
| Outstanding as of |
Common stock, $.01 par value |
| 100 |
DOCUMENTS INCORPORATED BY REFERENCE: None
CORRECTION OF CERTIFICATIONS AND EXHIBIT INDEX
The Affinity Group Holding, Inc. 2008 10-K is amended due to the inadvertent exclusion of verbiage on Exhibits 31.1 and 31.2, Certifications of the Chief Executive Officer and Chief Financial Officer and the inadvertent inclusion of Exhibit 12.1, Statement of Computation of Ratio of Earnings to Fixed Charges, in the Exhibit Index. Refer to revised exhibits below.
1
AFFINITY GROUP HOLDING, INC.
EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K
For Fiscal Year Ended December 31, 2008
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Certificate of Incorporation of Affinity Group Holding, Inc. (1) |
| 3.1 |
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Bylaws of Affinity Group Holding, Inc. (1) |
| 3.2 |
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Indenture (including form of 9% Senior Subordinated Notes due 2012) dated as of February 18, 2004 among Affinity Group, Inc., the Guarantors named therein and The Bank of New York, as Trustee (1) |
| 4.1 |
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Registration Rights Agreement dated as of February 18, 2004 among Affinity Group, Inc., the Guarantors named herein and CIBC World Markets Corp., as Initial Purchaser (1) |
| 4.2 |
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Purchase Agreement dated as of February 6, 2004 among CIBC World Markets Corp., Affinity Group, Inc. and the Guarantors named therein (1) |
| 4.3 |
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Form of 9% Senior Subordinate Note (1) |
| 4.4 |
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Indenture (including form of 107/8% Senior Notes due 2012) dated as of March 24, 2005 among Affinity Group Holding, Inc. and The Bank of New York, as Trustee (1) |
| 4.5 |
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First Supplemental Indenture (including amended form of 107/8% Senior Notes due 2012) effective as of March 24, 2005, between Affinity Group Holding, Inc. and The Bank of New York, as Trustee. (1) |
| 4.6 |
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Purchase Agreement dated as of March 24, 2005 among CIBC World Markets Corp. and Affinity Group Holding, Inc. (1) |
| 4.7 |
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Registration Rights Agreement dated March 24, 2005 between Affinity Group Holding, Inc. and CIBC World Markets Corp., as Initial Purchaser (1) |
| 4.8 |
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Form of Old Note (1) |
| 4.9 |
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Form of New Note (1) |
| 4.10 |
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Opinion of Kaplan, Strangis and Kaplan, P.A. (1) |
| 5.1 |
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Tax Sharing Agreement among Affinity Group Holding, Inc., Affinity Group, Inc. and its subsidiaries (1) |
| 10.1 |
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Form of Phantom Stock Agreement between certain executives and Affinity Group, Inc. (1) |
| 10.2 |
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Form of Phantom Stock Agreements between certain executives and CWI, Inc. (1) |
| 10.3 |
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Form of Phantom Stock Agreements between certain executives and Camp Coast to Coast, Inc. (1) |
| 10.4 |
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Working Agreements and Service Agreements with National General Insurance Contract, as amended (1) |
| 10.6 |
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401(k) Savings and Investment Plan (1) |
| 10.7 |
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Form of Indemnification Agreement for persons consenting to serve as directors upon completion of the offering and amendment thereto (1) |
| 10.8 |
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Capital Note of AGRP Holding Corp., dated December 5, 2001 (1) |
| 10.9 |
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Amended and Restated Marketing Agreement, dated March 15, 2002 by and between Camping World, Inc. and National General Insurance Company (1) |
| 10.10 |
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Amended and Restated Credit Agreement dated as of June 24, 2003 among Affinity Group, Inc., the guarantors party thereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Fleet National Bank, as administrative agent, and General Electric Capital Corporation, as documentation agent (1) |
| 10.11 |
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Senior Secured Floating Rate Note Purchase Agreement dated as of June 24, 2003 among Affinity Group, Inc., the guarantors party thereto, the noteholders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Fleet National Bank, as administrative agent and General Electric Capital Corporation, as documentation agent (1) |
| 10.12 |
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First Amendment to Credit Agreement dated as of February 18, 2004 among Affinity Group, Inc., the guarantors party thereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Canadian Imperial Bank of Commerce, as administrative agent and successor to Fleet National Bank, and General Electric Capital Corporation, as documentation agent (1) |
| 10.13 |
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First Amendment to Note Purchase Agreement dated as of February 18, 2004 among Affinity Group, Inc., the guarantors party thereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Canadian Imperial Bank of Commerce, as administrative agent and successor to Fleet National Bank, and General Electric Capital Corporation, as documentation agent (1) |
| 10.14 |
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Second Amendment to Credit Agreement dated as of June 30, 2004 among Affinity Group, Inc., the guarantors party thereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Canadian Imperial Bank of Commerce, as administrative agent and successor to Fleet National Bank, and General Electric Capital Corporation, as documentation agent (2) |
| 10.15 |
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| Sequential |
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Second Amendment to Note Purchase Agreement dated as of June 30, 2004 among Affinity Group, Inc., the guarantors party thereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Canadian Imperial Bank of Commerce, as administrative agent and successor to Fleet National Bank, and General Electric Capital Corporation, as documentation agent (2) |
| 10.16 |
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Third Amendment to Credit Agreement dated as of November 12, 2004 among Affinity Group, Inc., the guarantors party thereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Canadian Imperial Bank of Commerce, as administrative agent and successor to Fleet National Bank, and General Electric Capital Corporation, as documentation agent (4) |
| 10.17 |
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Third Amendment to Note Purchase Agreement dated as of November 12, 2004 among Affinity Group, Inc., the guarantors party thereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Canadian Imperial Bank of Commerce, as administrative agent and successor to Fleet National Bank, and General Electric Capital Corporation, as documentation agent (4) |
| 10.18 |
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Agreement with Cross Country Motor Club, Inc. dated September 7, 2004 (3) |
| 10.19 |
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Lease Agreement for distribution center in Franklin, Kentucky (5) |
| 10.20 |
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Fourth Amendment to Credit Agreement dated as of March 24, 2005 among Affinity Group, Inc., the guarantors party thereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Fleet National Bank, as administrative agent, and General Electric Capital Corporation, as documentation agent (6) |
| 10.21 |
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Fourth Amendment to Note Purchase Agreement dated as of March 24, 2005 among Affinity Group, Inc., the guarantors party thereto, the noteholders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Fleet National Bank, as administrative agent and General Electric Capital Corporation, as documentation agent (6) |
| 10.22 |
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Preferred Membership Interest Unit Subscription Agreement, dated March 24, 2005 between FreedomRoads Holding Company, LLC and CWFR Capital Corp. (6) |
| 10.23 |
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Fifth Amendment to Credit Agreement dated November 13, 2005 among Affinity Group, Inc, the guarantors party hereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Canadian Imperial Bank of Commerce as administrative agent, and General Electric Capital Corporation as documentation agent. (7) |
| 10.24 |
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Second Amendment to Tax Sharing Agreement among Affinity Group Holding, Inc., Affinity Group, Inc. and its subsidiaries (8) |
| 10.25 |
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Sixth Amendment to Credit Agreement dated March 3, 2006 among Affinity Group, Inc, the guarantors party hereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Canadian Imperial Bank of Commerce as administrative agent, and General Electric Capital Corporation as documentation agent. (10) |
| 10.26 |
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Seventh Amendment to Credit Agreement dated June 8, 2006 among Affinity Group, Inc, the guarantors party hereto, the lenders party thereto, Canadian Imperial Bank of Commerce, as syndication agent, Canadian Imperial Bank of Commerce as administrative agent, and General Electric Capital Corporation as documentation agent. (11) |
| 10.27 |
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Agreement with Brickell Financial Services Motor Club, Inc. dated September 28, 2007 (13) |
| 10.28 |
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Form of Phantom Stock Agreement between certain executives and Affinity Group, Inc. (14) |
| 10.29 |
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Ninth Amendment to Credit Agreement dated September 8, 2008 among Affinity Group, Inc., the guarantors party hereto, the lenders party hereto, Canadian Imperial Bank of Commerce as syndication agent, Canadian Imperial Bank of Commerce as administrative agent, and General Electric Capital Corporation ad documentation agent. (15) |
| 10.30 |
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Tenth Amendment to Credit Agreement dated September 8, 2008 among Affinity Group, Inc., the guarantors party hereto, the lenders party hereto, Canadian Imperial Bank of Commerce as syndication agent, Canadian Imperial Bank of Commerce as administrative agent, and General Electric Capital Corporation as documentation agent. |
| 10.31 |
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Second Lien Note Purchase Agreement dated June 5, 2009 among Affinity Group, Inc., the guarantors party hereto, the note purchasers party hereto, and New York Life Investment Management LLC as Administrative Agent. |
| 10.32 |
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Option Agreement dated June 5, 2009 between Affinity Group, Inc. and The Stephen Adams Living Trust |
| 10.33 |
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Subsidiaries of the Registrant |
| 21 |
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Powers of Attorney |
| 24.1 |
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Statement of Eligibility of Trustee, The Bank of New York, on Form T-1 (1) |
| 25.1 |
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Certification of President and Chief Executive Officer |
| 31.1 |
| 7 |
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Certification of Senior Vice President and Chief Financial Officer |
| 31.2 |
| 9 |
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Appointment of Directors (9) |
| 31.3 |
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Appointment of Principal Officers (12) |
| 31.4 |
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Statement Pursuant to 18 U.S.C. Section 1350 |
| 32.1 |
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Statement Pursuant to 18 U.S.C. Section 1350 |
| 32.2 |
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5
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Affinity Group Code of Professional Conduct (1) |
| 99.1 |
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Form of Letter of Transmittal (1) |
| 99.2 |
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Form of Notice of Guarantee Delivery (1) |
| 99.3 |
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(1) Filed with the Company’s Registration Statement No. 333-113982 and incorporated by reference herein.
(2) Filed with the Company’s Report on Form 10-Q for the quarter ended June 30, 2004 and incorporated by reference herein.
(3) Filed with the Company’s Report on Form 8-K dated September 9, 2004 and incorporated by reference herein.
(4) Filed with the Company’s Report on Form 8-K dated November 16, 2004 and incorporated by reference herein.
(5) Filed with the Company’s Report on Form 8-K dated December 31, 2004 and incorporated by reference herein.
(6) Filed with the Company’s Report on Form 8-K dated March 25, 2005 and incorporated by reference herein.
(7) Filed with the Company’s Report on Form 8-K dated November 13, 2005 and incorporated by reference herein.
(8) Filed with the Company’s Report on Form 10-K dated December 31, 2006 and incorporated by reference herein.
(9) Filed with the Company’s Report on Form 8-K dated February 21, 2006 and incorporated by reference herein.
(10) Filed with the Company’s Report on Form 8-K dated March 9, 2006 and incorporated by reference herein.
(11) Filed with the Company’s Report on Form 8-K dated June 8, 2006 and incorporated by reference herein.
(12) Filed with the Company’s Report on Form 8-K dated September 13, 2006 and incorporated by reference herein.
(13) Filed with the Company’s Report on Form 10-Q dated September 30, 2007 and incorporated by reference herein.
(14) Filed with the Company’s Report on Form 10-K dated December 31, 2007 and incorporated by reference herein.
(15) Filed with the Company’s Report on Form 8-K dated September 8, 2008 and incorporated by reference herein.
A copy of any of these exhibits will be furnished at a reasonable cost to any person upon receipt from such person of a written request for such exhibit. Such request should be sent to Affinity Group Holding, Inc., 2575 Vista Del Mar Drive, Ventura, CA 93001, Attention: Chief Financial Officer.
6
