UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Richard H. Siegel, Esq.
H.I.G. All American, LLC
c/o H.I.G. Capital, L.L.C.
1001 Brickell Bay Drive, 27th Floor
Miami, Florida 33131
(305) 379-2322
Jorge L. Freeland, Esq.
White & Case LLP
200 South Biscayne Boulevard
Miami, Florida 33131
(305) 371-2700-2000
Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. | 189873102 |
1 | NAMES OF REPORTING PERSONS H.I.G. All American, LLC | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
AF | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | -0- | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 38,213,387 (see Introduction and Item 5) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | -0- | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
38,213,387 (see Introduction and Item 5) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
38,213,387 (see Introduction and Item 5) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
69.97% (see Introduction and Item 5) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
OO |
Page 2 of 12
CUSIP No. | 189873102 |
1 | NAMES OF REPORTING PERSONS All American Homes Holdings, LLC | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
AF | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | -0- | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 38,213,387 (see Introduction and Item 5) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | -0- | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
38,213,387 (see Introduction and Item 5) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
38,213,387 (see Introduction and Item 5) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
69.97% (see Introduction and Item 5) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
OO |
Page 3 of 12
CUSIP No. | 189873102 |
1 | NAMES OF REPORTING PERSONS H.I.G. Capital Partners IV, L.P. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
AF; OO | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | -0- | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 38,213,387 (see Introduction and Item 5) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | -0- | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
38,213,387 (see Introduction and Item 5) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
38,213,387 (see Introduction and Item 5) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
69.97% (see Introduction and Item 5) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
PN |
Page 4 of 12
CUSIP No. | 189873102 |
1 | NAMES OF REPORTING PERSONS H.I.G. Advisors IV, L.L.C. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
AF | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | -0- | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 38,213,387 (see Introduction and Item 5) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | -0- | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
38,213,387 (see Introduction and Item 5) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
38,213,387 (see Introduction and Item 5) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
69.97% (see Introduction and Item 5) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
OO |
Page 5 of 12
CUSIP No. | 189873102 |
1 | NAMES OF REPORTING PERSONS H.I.G.-GPII, Inc. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
AF | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | -0- | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 38,213,387 (see Introduction and Item 5) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | -0- | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
38,213,387 (see Introduction and Item 5) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
38,213,387 (see Introduction and Item 5) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
69.97% (see Introduction and Item 5) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
Page 6 of 12
CUSIP No. | 189873102 |
1 | NAMES OF REPORTING PERSONS Sami W. Mnaymneh | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
AF | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States of America | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | -0- | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 38,213,387 (see Introduction and Item 5) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | -0- | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
38,213,387 (see Introduction and Item 5) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
38,213,387 (see Introduction and Item 5) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
69.97% (see Introduction and Item 5) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
Page 7 of 12
CUSIP No. | 189873102 |
1 | NAMES OF REPORTING PERSONS Anthony A. Tamer | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
AF | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States of America | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | -0- | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 38,213,387 (see Introduction and Item 5) | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | -0- | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
38,213,387 (see Introduction and Item 5) | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
38,213,387 (see Introduction and Item 5) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
69.97% (see Introduction and Item 5) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
Page 8 of 12
Item 5. | Interest in Securities of the Issuer |
Page 9 of 12
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 | Schedule 13D Joint Filing Agreement, dated November 5, 2009, by and among each of the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Company on November 6, 2009) | |
Exhibit 99.2 | Loan Agreement, dated October 27, 2009, by and among H.I.G. All American, LLC, the Company and various subsidiaries of the Company (incorporated by reference to Exhibit 2 to the Current Report on Form 8-K filed by the Company on October 28, 2009) | |
Exhibit 99.3 | Senior Secured Revolving Note, dated October 27, 2009, by and among H.I.G. All American, LLC, the Company, and various subsidiaries of the Company (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K/A filed by the Company on October 29, 2009) | |
Exhibit 99.4 | First Amendment to Loan Agreement, dated April 5, 2010, by and among H.I.G. All American, LLC, the Company and various subsidiaries of the Company (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on April 9, 2010) | |
Exhibit 99.5 | Amended and Restated Secured Subordinated Convertible Tranche B Note, dated April 5, 2010, by and among H.I.G. All American, LLC, the Company, and various subsidiaries of the Company (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by the Company on April 9, 2010) | |
Exhibit 99.6 | Amended and Restated Common Stock Purchase Warrant, dated April 5, 2010, by and between H.I.G. All American, LLC and the Company (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by the Company on April 9, 2010) | |
Exhibit 99.7 | Common Stock Purchase Warrant, dated April 5, 2010, by and between H.I.G. All American, LLC and the Company (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed by the Company on April 9, 2010) | |
Exhibit 99.8 | Common Stock Purchase Warrant, dated August 5, 2010, by and between H.I.G. All American, LLC and the Company | |
Exhibit 99.9 | Registration Rights Agreement, dated October 27, 2009, by and between H.I.G. All American, LLC and the Company (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K/A filed by the Company on October 29, 2009) | |
Exhibit 99.10 | First Amendment to Registration Rights Agreement, dated April 5, 2010, by and between H.I.G. All American, LLC and the Company (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by the Company on April 9, 2010) | |
Exhibit 99.11 | Powers of Attorney for the Reporting Persons (incorporated by reference to Exhibit 99.8 to the Schedule 13D filed by the Company on November 6, 2009) |
Page 10 of 12
H.I.G. ALL AMERICAN, LLC | ||||
By: | /s/ Matthew Sanford | |||
Name: | Matthew Sanford | |||
Its: President | ||||
ALL AMERICAN HOMES HOLDINGS, LLC | ||||
By: | /s/ Matthew Sanford | |||
Name: | Matthew Sanford | |||
Its: Manager | ||||
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: | /s/ Richard H. Siegel | |||
Name: | Richard H. Siegel | |||
Its: Vice President and General Counsel | ||||
H.I.G. ADVISORS IV, L.L.C. By: H.I.G.-GPII, Inc. Its: Manager | ||||
By: | /s/ Richard H. Siegel | |||
Name: | Richard H. Siegel | |||
Its: Vice President and General Counsel | ||||
H.I.G.-GPII, INC. | ||||
By: | /s/ Richard H. Siegel | |||
Name: | Richard H. Siegel | |||
Its: Vice President and General Counsel | ||||
/s/ Sami W. Mnaymneh | ||||
Sami W. Mnaymneh | ||||
/s/ Anthony A. Tamer | ||||
Anthony A. Tamer | ||||
Page 11 of 12
Exhibit 99.1 | Schedule 13D Joint Filing Agreement, dated November 5, 2009, by and among each of the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Company on November 6, 2009) | |
Exhibit 99.2 | Loan Agreement, dated October 27, 2009, by and among H.I.G. All American, LLC, the Company and various subsidiaries of the Company (incorporated by reference to Exhibit 2 to the Current Report on Form 8-K filed by the Company on October 28, 2009) | |
Exhibit 99.3 | Senior Secured Revolving Note, dated October 27, 2009, by and among H.I.G. All American, LLC, the Company, and various subsidiaries of the Company (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K/A filed by the Company on October 29, 2009) | |
Exhibit 99.4 | First Amendment to Loan Agreement, dated April 5, 2010, by and among H.I.G. All American, LLC, the Company and various subsidiaries of the Company (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on April 9, 2010) | |
Exhibit 99.5 | Amended and Restated Secured Subordinated Convertible Tranche B Note, dated April 5, 2010, by and among H.I.G. All American, LLC, the Company, and various subsidiaries of the Company (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by the Company on April 9, 2010) | |
Exhibit 99.6 | Amended and Restated Common Stock Purchase Warrant, dated April 5, 2010, by and between H.I.G. All American, LLC and the Company (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by the Company on April 9, 2010) | |
Exhibit 99.7 | Common Stock Purchase Warrant, dated April 5, 2010, by and between H.I.G. All American, LLC and the Company (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed by the Company on April 9, 2010) | |
Exhibit 99.8 | Common Stock Purchase Warrant, dated August 5, 2010, by and between H.I.G. All American, LLC and the Company | |
Exhibit 99.9 | Registration Rights Agreement, dated October 27, 2009, by and between H.I.G. All American, LLC and the Company (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K/A filed by the Company on October 29, 2009) | |
Exhibit 99.10 | First Amendment to Registration Rights Agreement, dated April 5, 2010, by and between H.I.G. All American, LLC and the Company (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed by the Company on April 9, 2010) | |
Exhibit 99.11 | Powers of Attorney for the Reporting Persons (incorporated by reference to Exhibit 99.8 to the Schedule 13D filed by the Company on November 6, 2009) |
Page 12 of 12