All American (COHM) 11-K Annual report of employee stock purchases

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934  

For the fiscal year ended December 31, 2009

OR

o TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934  

For the transition period from to

Commission File number 001-07160

ALL AMERICAN GROUP, INC.

RETIREMENT PLAN AND TRUST

(Full title of the plan)

ALL AMERICAN GROUP, INC.

2831 DEXTER DRIVE

ELKHART, INDIANA 46514

(Name of issuer of the securities held pursuant to the plan

and the address of its principal executive office)

ALL AMERICAN GROUP, INC. RETIREMENT PLAN AND TRUST

Elkhart, Indiana

FINANCIAL STATEMENTS

December 31, 2009 and 2008

CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		1
FINANCIAL STATEMENTS
	STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS	2
	STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS	3
	NOTES TO FINANCIAL STATEMENTS	4
SUPPLEMENTAL SCHEDULE
	SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)	14

                                                                                                                                             & #160;                                   

                                                                                                                                             & #160;                                              

                                                                                                                                             & #160;             

                                                                                                                                             & #160;                                                                                   

                                                                                                                                             & #160;                  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Plan Administrator

All American Group, Inc. Retirement Plan and Trust

Elkhart, Indiana

We have audited the accompanying statements of net assets available for benefits of the All American Group, Inc. Retirement Plan and Trust (formerly Coachmen Industries, Inc. Retirement Plan and Trust) (the “Plan”) as of December 31, 2009 and 2008, and the related statements of changes in net assets available for benefits for the years then ended.  These financial statements are the responsibility of the Plan's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2009 and 2008, and the changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental Schedule H, Line 4i – Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  The supplemental schedule is the responsibility of the Plan's management.  The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2009 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2009 financial statem ents taken as a whole.

/s/ Crowe Horwath LLP

South Bend, Indiana

June 28, 2010

1.

ALL AMERICAN GROUP, INC. RETIREMENT PLAN AND TRUST

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2009 and 2008

			2009		2008
ASSETS
	Investments, at fair value		$	15,030,925	$	18,022,441
	Contributions receivable
		Participant		-		28,410
	Loans receivable			429,242		878,364
	Total assets reflecting all investments at fair value			15,460,167		18,929,215
	Adjustment from fair value to contract value for
	fully benefit-responsive contracts			-		-
NET ASSETS AVAILABLE FOR BENEFITS			$	15,460,167	$	18,929,215

2.

ALL AMERICAN GROUP, INC.  RETIREMENT PLAN AND TRUST

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Years ended December 31, 2009 and 2008

			2009			2008
Additions to net assets attributed to:
	Interest and dividends		$	380,357		$	781,843
	Net appreciation in fair value of investments			2,365,606			-
	Contributions
		Participant		631,746			2,535,695
		Employer		-			271,322
		Rollovers		-			64,687
				631,746			2,871,704
		Total additions		3,377,709			3,653,547
Deductions from net assets attributed to:
	Net depreciation in fair value of investments			-			9,163,617
	Benefits paid to participants			6,824,694			4,443,659
	Administrative expenses			22,063			4,974
		Total deductions		6,846,757			13,612,250
Net decrease				(3,469,048	)		(9,958,703	)
Net assets available for benefits:
	Beginning of year			18,929,215			28,887,918
	End of year		$	15,460,167		$	18,929,215

3.

ALL AMERICAN GROUP, INC.  RETIREMENT PLAN AND TRUST

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

NOTE 1 – PLAN DESCRIPTION

The following description of the All American Group, Inc. Retirement Plan and Trust which was formerly known as the Coachmen Industries, Inc. Retirement Plan and Trust (the “Plan”) provides only general information.   Participants should refer to the Plan document for a more complete description of the Plan's provisions.

General: The Plan is a defined contribution plan covering all regular employees of All American Group, Inc. (formerly known as Coachmen Industries, Inc.) and its subsidiaries (individually and collectively referred to as the "Company" or "Employer") who are still actively employed on the first of the month following one month of service and are 18 years of age, except those employees covered under a collective bargaining agreement.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").

Contributions: The Company can make matching and discretionary profit sharing contributions to the Plan as determined by management of the Company; however the Company ceased contributions in 2008.  Company contributions may be made in cash only. Participants may contribute up to 50% of their annual compensation to the Plan, not to exceed limits established by the Internal Revenue Service or those limits imposed by discrimination testing.  Participants who qualify may also make annual catch-up contributions to the Plan.  Participant account balances are invested in various funds available to the Plan as directed by the participantsor are invested in the Plan’s default fund in the absence of participant directive.  Profit sharing contributions, if applicable, are allocated to participants based on compensation.

Participant Accounts: Each participant's account is credited with the participant's contributions and an allocation of (a) the Company's contribution and (b) Plan earnings, net of applicable administrative expenses.  Allocations of the Company's contributions are based on annual compensation; however the Company ceased contributions in 2008.  Allocations of Plan earnings are based on account balances, as defined.  The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

Loan Provisions: Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000 or 50 percent of the participant vested account balance, whichever is less.  The loans are secured by the balance in the participant’s account and bear interest at rates which are commensurate with local prevailing rates as determined by the Plan administrator.

Vesting: Participants are immediately vested in their voluntary contributions plus actual earnings therein.  Vesting in the remainder of their accounts is based on years of credited service.  A participant is 20% vested after the first year with an additional 20% vesting each year thereafter until fully vested.  Participants become 100% vested in the event of death, disability or retirement at the normal retirement date.

(Continued)

4.

ALL AMERICAN GROUP, INC.  RETIREMENT PLAN AND TRUST

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

NOTE 1 – PLAN DESCRIPTION (Continued)

Payment of Benefits: Upon termination of service, a participant may elect to receive a lump-sum amount equal to the value of his or her account.  Withdrawals other than for termination are permitted under circumstances provided by the Plan.  

Forfeitures: Upon termination, participant nonvested amounts are forfeited to the Plan and are used to reduce future Employer matching contributions, or Plan administrative expenses.  As of December 31, 2009 and 2008, there were $46,639 and $24,021, respectively, of forfeitures available to reduce future Employer contributions or Plan administrative expenses.  During the year ended December 31, 2008, $143,658 of forfeitures was used to reduce Employer contributions.

NOTE 2 – ACCOUNTING POLICIES

The following is a summary of the significant accounting policies followed in the preparation of the Plan's financial statements:

Basis of Accounting: The financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States.

Adoption of New Accounting Standards:

Fair Value Measurements and Disclosures:  In April 2009, the FASB issued guidance that emphasizes that the objective of a fair value measurement does not change even when market activity for the asset or liability has decreased significantly.  Fair value is the price that would be received for an asset sold or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions.  When observable transactions or quoted prices are not considered orderly, then little, if any, weight should be assigned to the indication of the asset or liability’s fair value.   Adjustments to those transactions or prices s hould be applied to determine the appropriate fair value. The standard also requires increased disclosures.  The guidance was applied prospectively in 2009, and the impact of adoption of this standard was not material to the Plan’s net assets available for benefits.

FASB Accounting Standards Codification:  In June 2009, the FASB replaced  The Hierarchy of Generally Accepted Accounting Principles, with  the FASB Accounting Standards Codification TM (“The Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission under authority of federal securities laws are also source s of authoritative GAAP for SEC registrants. The Codification is effective for financial statements issued for periods ending after September 15, 2009.

(Continued)

5.

ALL AMERICAN GROUP, INC.  RETIREMENT PLAN AND TRUST

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

NOTE 2 – ACCOUNTING POLICIES (Continued)

Fully Benefit-Responsive Investment Contracts: The Plan reports its direct interests in fully benefit-responsive investment contracts at fair value in the investments caption of the statements of net assets available for benefits.  In addition, any material difference between the fair value of these investments and their contract value is presented as a separate adjustment line in the statement of net assets available for benefits, because contract value remains the relevant measurement attribute for that portion of net assets available for benefits attributable to fully benefit-responsive investment contracts.  Management has determined that the estimated fair value of the Plan's investment contract with Great West Life & Annuity Insuran ce Company as of December 31, 2009 and 2008 (the Guaranteed Portfolio fund) approximates contract value.  Accordingly, the statements of net assets available for benefit reflect no adjustment for the difference between net assets at fair value and net assets available for benefits.

Contributions: Contributions from participants, including any related Employer matching contributions, are recorded in the period the Employer withholds payroll deductions from Plan participants.

Payment of Benefits: Benefits are recorded when paid.

Use of Estimates in the Preparation of Financial Statements: The preparation of financial statements in conformity with U.S.  (United States) generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions to and deductions from net assets available for benefits during the reporting period.  Actual results could differ from those estimates.

Risks and Uncertainties: The Plan provides for various investment options in any combination of All American Group, Inc. common stock, a group annuity contract and mutual funds.  The underlying investment securities are exposed to various risks, such as interest rate, market, liquidity and credit.  Due to the level of risk associated with certain investment securities and the sensitivity of certain fair value estimates to changes in valuation assumptions, it is at least reasonably possible that changes in the fair values of investments securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits.

(Continued)

6.

ALL AMERICAN GROUP, INC.  RETIREMENT PLAN AND TRUST

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

NOTE 2 – ACCOUNTING POLICIES (Continued)

Investment Valuation and Income Recognition  Investments other than participant loans are reported at fair value.  The fair values of investments in mutual funds and All American Group, Inc. common stock are determined by quoted market prices.  The fair value of the Plan’s interest in the Great-West Guaranteed Portfolio Fund, which is a fully benefit-responsive investments contract, has been estimated based on a discounted cash flows methodology, utilizing current rates of return available for similar contracts, with comparable credit risks and liquidity, as of the respective financial statement dates (See Note 4).

Participant loans are reported at amortized cost, as the fair value of the loans is not practicable to estimate due to restrictions placed on the transferability of the loans.  Purchases and sales of securities are recorded on a trade-date basis.  The cost of investments sold is determined using the average cost method.  Interest income is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date.

The Plan presents in its statements of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments, which consists of realized gains or losses and unrealized appreciation (depreciation) on those investments.

Fair value is the price that would be received by the Plan for an asset or paid by the Plan to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date in the Plan’s principal or most advantageous market for the asset or liability.  Fair value measurements maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities (level 1 measurements) and gives the lowest priority to unobservable inputs (level 3 measurements).  The three levels of inputs within the fair value hierarchy are defined as follows:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Plan has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect the Plan’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The following is a description of the valuation methodologies used for the investments, excluding participant loans, measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.

Common Stock – All American Group, Inc. common stock held in participant-directed accounts is stated at fair value as quoted on a securities exchange and is valued at the last reported sales price on the last business day of the Plan year and is classified as Level 1 investments.

Mutual Funds - Mutual funds are valued at quoted market prices in an exchange and active markets, which represent the net asset values of shares, held by the Plan at year end and are classified as Level 1 investments.

Group Annuity Contract – The valuation for fixed annuity options are calculated and reported daily by the annuity provider.  The fair values of investment contracts have been estimated  to approximate contract value, based on a discounted cash flows methodology, utilizing current rates of return available for similar contracts, with comparable credit risks and liquidity, as of the respective financial statement dates.  The fair values of investment contracts have been determined to approximate contract values, based upon their lack of contractual maturities, the frequency of the re-setting of contractual interest rates to market rates, the credit quality of the is suer(s), and the liquidity of the contracts (level 3 inputs).

(Continued)

7.

ALL AMERICAN GROUP, INC.  RETIREMENT PLAN AND TRUST

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

NOTE 2 – ACCOUNTING POLICIES (Continued)

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.  Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Investments measured at fair value on a recurring basis are summarized below:

	Fair Value Measurements
	At December 31, 2009 Using
	Quoted Prices in		Significant
	Active Markets		Other		Significant
	for Identical		Observable		Unobservable
	Assets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)
Mutual Funds
Target Date Funds	$	2,071,439	$	-	$	-
International Equity Funds		1,394,025		-		-
Small Cap Equity Funds		2,318,777		-		-
Mid Cap Equity Funds		204,812		-		-
Large Cap Equity Funds		4,633,230		-		-
Bond Funds		1,491,465		-		-
Common Stock
All American Group, Inc. common stock		86,325		-		-
Group Annuity Contract		-		-		2,830,852
Total	$	12,200,073	$	-	$	2,830,852

	Fair Value Measurements
	At December 31, 2008 Using
	Quoted Prices in		Significant
	Active Markets		Other		Significant
	for Identical		Observable		Unobservable
	Assets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)
Investments	$	13,929,214	$	-	$	4,093,227

The table below presents a reconciliation of Plan investments measured at fair value on a recurring basis using significant unobservable inputs (level 3) for the years ended December 31, 2009 and 2008:

	Fair Value Measurements Using Significant
	Unobservable Inputs (Level 3)
	Investment Contracts
Beginning balance, January 1, 2008		$	2,944,827
Investment income			130,298
Purchases, sales, issuances and settlements (net)			1,018,102
Ending balance, December 31, 2008			4,093,227
Investment income			118,744
Purchases, sales, issuances and settlements (net)			(1,381,119	)
Ending balance, December 31, 2009		$	2,830,852

(Continued)

8.

ALL AMERICAN GROUP, INC.  RETIREMENT PLAN AND TRUST

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

NOTE 3 – INVESTMENTS

The following investments, at fair value, were 5% or more of the Plan's net assets available for benefits at December 31, 2009 and 2008:

	2009		2008
Mutual Funds
Royce Value Plus Service	$	1,923,956	$	1,788,397
American Funds Growth Fund R4		2,591,132		2,783,932
Vanguard 500 Index Signal		1,007,973		1,134,024
Pioneer Cullen Value Y		1,034,125		1,406,374
Ridgeworth International Equity Index I		1,394,025		1,603,022
Pimco Total Return Fund		1,491,465		1,854,861
Group Annuity Contract
Great West Guaranteed Portfolio Fund	$	2,830,852	$	4,093,227

During the years ended December 31, 2009 and 2008, the Plan's investments (including investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:

	2009			2008
Mutual funds	$	2,447,892		$	(8,843,358	)
All American Group, Inc. common stock		(82,286	)		(320,259	)
	$	2,365,606		$	(9,163,617	)

(Continued)

9.

ALL AMERICAN GROUP, INC.  RETIREMENT PLAN AND TRUST

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

NOTE 4 – INVESTMENT (ANNUITY) CONTRACT WITH INSURANCE COMPANY

Effective October 1, 2007, the Plan entered into a fully benefit-responsive annuity contract with Great-West Life & Annuity Insurance Company (Great-West or Issuer).  Great-West maintains the contributions in its general account.  Great-West’s general account is credited with earnings and is charged for participant withdrawals and administrative expenses.  Participants may direct the withdrawal or transfer of all or a portion of their investments at contract value.  There are no reserves against contract value for credit risk of the Issuer or otherwise.

The Plan's investment contract specifies certain conditions under which distributions from the contract would be payable at amounts below contract value. Such circumstances include Plan termination, Plan merger, premature contract termination initiated by the Company, and certain other Company-initiated events that result in distributions exceeding a set amount. Currently, management believes that the occurrence of an event that would cause the Plan to transact contract distributions at less than contract value is not probable.

The crediting interest rate of the contract is based on the earnings of the underlying assets in the Issuer’s entire medium-long new portfolio and prevailing market conditions.  The interest crediting rate is reset quarterly.

Average yields:
				2009			2008
			Based on annualized earnings (1)		3.39	%		3.20	%
			Based on interest rate credited to participants (2)		3.39	%		3.20	%
	(1	)	Computed by dividing the annualized one-day actual earnings of the contract on the last day of the Plan year by the fair value of the contract investments on the same date.
	(2	)	Computed by dividing the annualized one-day earnings credited to participants on the last day of the Plan year by the fair value of the contract investments on the same date.

NOTE 5 – PLAN TERMINATION

Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of the Internal Revenue Code (“IRC”) and ERISA.  In the event of Plan termination, participants will become fully vested in their accounts.

On December 26, 2008, the Company completed the sale of substantially all of the assets of the Company’s RV Segment, consisting of its recreational vehicle manufacturing and sales business.  As a result of this transaction, the Company has determined that a partial Plan termination occurred and each affected participant became 100% vested.

(Continued)

10.

ALL AMERICAN GROUP, INC.  RETIREMENT PLAN AND TRUST

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

NOTE 6 – TAX STATUS AND REPORTING

The Plan, which the Company has adopted, is a prototype non-standardized profit sharing plan and the Internal Revenue Service has determined and informed the sponsor of the prototype by a letter dated November 27, 2001 that the prototype plan, as then designed, was in accordance with applicable sections of the IRC.  Although the Plan has been amended, the Company believes that the Plan is currently designed and operated in compliance with the applicable requirements of the IRC.

The following is a reconciliation of net assets available for benefits per the accompanying financial statements at December 31, 2009 and 2008 to Form 5500:

	2009		2008
Net assets available for benefits per the financial statements	$	15,460,167	$	18,929,215
2008 contributions receivable - participant		-		(28,410	)
Net assets available for benefits per the Form 5500	$	15,460,167	$	18,900,805

The following is a reconciliation of net increase (decrease) in net assets available for benefits per the accompanying financial statements for the years ended December 31, 2009 and 2008 to Form 5500:

	2009			2008
Net decrease in net assets available for benefits per the financial statements	$	(3,469,048	)	$	(9,958,703	)
Less:
2008 contributions receivable - participant		28,410			(28,410	)
Net loss per the Form 5500	$	(3,440,638	)	$	(9,987,113	)

NOTE 7 – PARTIES-IN-INTEREST TRANSACTIONS

Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering service to the Plan, the Employer and certain others.  The Company provides certain accounting, recordkeeping and administrative services to the Plan for which it receives no compensation.  Fees paid by the Plan to Great West Retirement Services were $6,947 and $4,974 for the years ended December 31, 2009 and 2008, respectively.  Fees paid by the Plan to Sheridan Road for investment advisory services were $15,116 for the year ended December 31, 2009. There were no common stock cash dividends paid to the Plan by All American Group, Inc. for 2009 or 2008.

(Continued)

11.

ALL AMERICAN GROUP, INC.  RETIREMENT PLAN AND TRUST

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

NOTE 7 – PARTIES-IN-INTEREST TRANSACTIONS (Continued)

The Plan held the following party-in-interest investments:

		2009		2008
All American Group, Inc.	Common stock
	(75,065 shares and 138,120 shares at December 31, 2009 and 2008, respectively)	$	86,325	$	254,473
Great-West Life & Annuity Insurance Company	Guaranteed Portfolio Fund		2,830,852		4,093,227
Participants	Participant loans	$	429,242	$	878,364

12.

SUPPLEMENTARY INFORMATION

13.

ALL AMERICAN GROUP, INC.  RETIREMENT PLAN AND TRUST

SCHEDULE H, LINE 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

December 31, 2009

Name of Plan Sponsor:  All American Group, Inc.                                                       

Employer Identification Number:  35-1101097                                                                                                

Three-Digit Plan Number:  001                                     

(a)	(b) Identity of Issuer, Borrower, Lessor or Similar Party	(c) Description of Investments, including Maturity Date, Rate of Interest, Par or Maturity Value	(d) Cost		(e) Fair Value
	Mutual Funds
	T. Rowe Price	Retirement Income R (3,886 units)		#	$	47,443
	T. Rowe Price	2005 Retirement Income R (2,424 units)		#		25,303
	T. Rowe Price	2010 Retirement Income R (16,152 units)		#		223,543
	T. Rowe Price	2015 Retirement Income R (1,411 units)		#		14,987
	T. Rowe Price	2020 Retirement Income R (49,808 units)		#		719,234
	T. Rowe Price	2025 Retirement Income R (9,527 units)		#		100,411
	T. Rowe Price	2030 Retirement Income R (30,023 units)		#		449,743
	T. Rowe Price	2035 Retirement Income R (4,847 units)		#		51,376
	T. Rowe Price	2040 Retirement Income R (19,087 units)		#		286,694
	T. Rowe Price	2045 Retirement Income R (1,434 units)		#		14,397
	T. Rowe Price	2050 Retirement Income R (14,391 units)		#		121,169
	T. Rowe Price	2055 Retirement Income R (2,045 units)		#		17,139
	Pimco Funds	Total Return Fund (138,098 units)		#		1,491,465
	Ridgeworth	International Equity Index I (108,232 units)		#		1,394,025
	Vanguard	Small Cap Index Fund (1,282 units)		#		35,254
	Thornburg	Core Growth R5 (3,295 units)		#		48,203
	Vanguard	Mid Cap Index Fund (8,071 units)		#		132,048
	Columbia	Mid Cap Value Z (2,217 units)		#		24,561
	Royce	Value Plus Service (171,171 units)		#		1,923,956
	Columbia	Small Cap Value I Fund A (9,963 units)		#		359,567
	American Funds	Growth Fund R4 (95,578 units)		#		2,591,132
	Vanguard	500 Index Signal (11,885 units)		#		1,007,973

14.

(a)	(b) Identity of Issuer, Borrower, Lessor or Similar Party	(c) Description of Investments, including Maturity Date, Rate of Interest, Par or Maturity Value	(d) Cost		(e) Fair Value
	Pioneer Cullen	Value Y (61,850 units)	#	$	1,034,125
		Total mutual funds			12,113,748
	Group Annuity Contract
*	Great West Life & Annuity Insurance Co.	Guaranteed Portfolio Fund	#		2,830,852
	Common Stock
*	All American Group, Inc.	All American Group, Inc. common stock (shares)	#		86,325
		Total investments			15,030,925
	Participant Loans
*	Participant loans	$429,242 principal amount, interest ranging from 3.25% to 8.25%, with various maturity dates			429,242
		Total		$	15,460,167

*  Party-in-interest

#  Form 5500 does not require cost information for participant-directed investments

15.