SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 3
TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934.
MILLER BUILDING SYSTEMS, INC.
(Name of Subject Company (Issuer))
DELAWARE MILLER ACQUISITION CORPORATION
COA HOUSING GROUP, INC.
COACHMEN INDUSTRIES, INC. (OFFERORS)
(Names of Filing Persons
(identifying status as offeror, issuer or other person))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
600404-10-7
(CUSIP Number of Class of Securities)
RICHARD M. LAVERS, ESQ.
EXECUTIVE VICE PRESIDENT/GENERAL COUNSEL
COACHMEN INDUSTRIES, INC.
2831 DEXTER DRIVE
ELKHART, IN 46515
(219) 262-0123
(Name, address, and telephone number of person authorized to receive notices
and communications on behalf of filing person)
WITH A COPY TO:
FREDERICK W. AXLEY, ESQ.
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, ILLINOIS 60606
(312) 984-7574
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CALCULATION OF FILING FEE: Previously Paid
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/ / CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE
0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY
PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM
OR SCHEDULE AND THE DATE OF ITS FILING.
Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
<PAGE>
INTRODUCTION
This Amendment No. 3 amends and supplements the Tender Offer Statement
on Schedule TO (this "Statement") filed with the SEC on September 20, 2000 by
Delaware Miller Acquisition Corporation ("Purchaser"). The Schedule TO relates
to the offer by Purchaser to purchase any and all outstanding shares of common
stock, par value $0.01 per share, of Miller Building Systems, Inc., a Delaware
corporation (the "Company"), at a purchase price of $8.40 per share, plus a
future right to receive $.30 per share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated September 20, 2000 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"), copies of which are
filed as Exhibits (a)(1)(i) and (a)(1)(ii) hereto, respectively, and which are
incorporated herein by reference. All information in the Offer to Purchase,
including all schedules thereto, and in the Letter of Transmittal is
incorporated by reference in answer to all of the items in this Statement.
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule TO and the Offer to Purchase. Except as
amended and supplemented hereby, the Schedule TO remains in effect.
ITEMS 1 THROUGH 9 AND 11 THROUGH 13
Items 1 through 9 and Items 11 through 13 of the Schedule TO, which incorporate
by reference the information contain in the Offer to Purchase, are hereby
amended and supplemented as follows:
Section 7 of the Offer to Purchase ("Certain Information Concerning the
Company") will be amended and supplemented to include the following paragraphs
after the last paragraph of the section:
"Certain Financial Projections. In the course of discussions between
representatives of the Company and Coachmen, the Company provided Coachmen with
certain projections of the future operating performance of the Company and its
subsidiaries prepared by the Company's management for fiscal year 2000 and
beyond (the "Plan Projections"). Relevant portions of such information have been
set forth below for the limited purpose of giving stockholders access to
projections by the Company's management that were available for review by
Coachmen in connection with the Offer.
The projected financial information set forth below necessarily
reflects numerous assumptions with respect to general business and economic
conditions and other matters, many of which are inherently uncertain or beyond
the Company's control, and does not take into account any changes in the
Company's operations or capital structure which may result from the Offer and
the Merger. It is not possible to predict whether the assumptions made in
preparing the projected financial information will be valid, and actual results
may prove to be materially higher or lower than those contained in the
projections. The inclusion of this information should not be regarded as an
indication that Coachmen or any other person who received this information
considered it a reliable predictor of future events, and this information should
not be relied on as such. None of the Company, Coachmen or any of their
<PAGE>
respective representatives assumes any responsibility for the validity,
reasonableness, accuracy or completeness of the projected financial information.
<TABLE>
MILLER BUILDING SYSTEMS, INC.
FISCAL YEAR FORECAST
FCFODD FY2000,2001,2002,2003,2004
(000)
<CAPTION>
MBS CONS MBS CONS % MBS CONS % MBS CONS % MBS CONS %
7/01/00 % 6/30/01 % Change 6/30/02 % Change 6/30/03 % Change 6/30/04 % Change
------- ------ ------- ------ ------ ------- ------ ------ ------- ------ ------ ------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
--------------------------------------------- ----------------- --------------- ---------------
NET SALES 71,075 100.0% 75,028 100.0% 5.56% 80,919 100.0% 7.85% 86,365 100.0% 6.73% 91,695 100.0% 6.17%
--------------------------------------------- ----------------- --------------- ---------------
--------------------------------------------- ----------------- --------------- ---------------
OPERATING
INCOME 4,680 6.6% 4,954 6.6% 5.85% 5,480 6.8% 10.62% 5,951 6.9% 8.59% 6,396 7.0% 7.48%
--------------------------------------------- ----------------- --------------- ---------------
NET INCOME 2,901 4.1% 3,071 4.1% 5.89% 3,374 4.2% 9.84% 3,666 4.2% 8.66% 3,949 4.3% 7.73%
</TABLE>
Cautionary Statement Concerning Forward-looking Statements. Certain
matters discussed herein, including without limitation, the Plan Projections,
are forward-looking statements that involve risks and uncertainties. Such
information was prepared by the Company's management for internal use and not
with a view to publication. The foregoing Plan Projections were based on
assumptions concerning the Company's operations and business prospects in fiscal
year 2000 including the assumption that the Company would continue to operate
under the same ownership structure as then existed. The Plan Projections were
also based on other revenue, expense and operating assumptions. Information of
this type is based on estimates and assumptions that are inherently subject to
significant economic and competitive uncertainties and contingencies, all of
which are difficult to predict and many of which are beyond the Company's
control. Such uncertainties and contingencies include but are not limited to:
changes in the economic conditions in which the Company operates, greater than
anticipated competition or price pressures, new product offerings, better or
worse than expected customer growth resulting in the need to expand operations
and make capital investments, and the impact of investments required to enter
new markets. Accordingly, there can be no assurance that the projected results
would be realized or that actual results would not be significantly higher or
lower than those set forth above. In addition, the Plan Projections were not
prepared with a view to public disclosure or compliance with the published
guidelines of the SEC or the guidelines established by the American Institute of
Certified Public Accountants regarding projections and forecasts, and are
included in this Offer to Purchase only because such information was made
available to the Recipients by the Company. Neither the Recipients' nor the
Company's independent accountants have examined or applied any agreed upon
procedures to this information, and, accordingly, assume no responsibility for
this information. Neither the Recipients nor the Company nor any other party
assumes any responsibility for the accuracy or validity of the foregoing Plan
Projections. Coachmen, Parent and the Company do not intend to provide any
updated information with respect to any forward-looking statements."
<PAGE>
Section 12 of the Offer to Purchase ("Purpose of the Offer and the
Merger; Plans for the Company") is hereby amended and supplemented by amending
the first paragraph of the subsection "Plans for the Company" in its entirety
with the following:
"Except as otherwise set forth in the Offer to Purchase, it is expected
that, initially following the Merger, the business operations of the
Company will be continued by the Surviving Corporation substantially as
they are currently being conducted. The Merger Agreement provides that
the directors and officers of Purchaser immediately prior to the
Effective Time will be the initial directors and officers of the
Surviving Corporation. Following the Merger, Tom Martini and Richard
Bedell, two executive officers of the Company, will remain employees of
the Company and serve as executive officers. Upon completion of the
Offer and the Merger, Parent intends to conduct a detailed review of
the Company and its assets, corporate structure, capitalization,
operations, policies, properties, management and personnel. After such
review, Parent will determine what actions or changes, if any, would be
desirable in light of the circumstances which then exist."
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DELAWARE MILLER ACQUISITION CORPORATION
By: /s/ Richard M. Lavers
-------------------------------------------
Richard M. Lavers
Secretary
COA HOUSING GROUP, INC.
By: /s/ Richard M. Lavers
-------------------------------------------
Richard M. Lavers
Secretary
COACHMEN INDUSTRIES, INC.
By: /s/ Richard M. Lavers
-------------------------------------------
Richard M. Lavers
Executive Vice President, General Counsel &
Secretary
Dated: October 19, 2000
