SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 2
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. 2 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 1 of the Offer to Purchase ("Terms of the Offer") is hereby
amended and supplemented by replacing the third paragraph in its entirety with
the following:
"Company stockholders are third party beneficiaries of the escrow
agreement. Therefore, Company stockholders will be able to enforce
their rights under the escrow agreement through a contract action
against the entity surviving the Merger brought in a court of competent
jurisdiction."
Section 1 of the Offer to Purchase ("Terms of the Offer") is hereby
amended and supplemented by replacing the first sentence of the fourth paragraph
with the following:
"Purchaser will also exercise its express right to waive, in whole or
in part, any conditions of the Offer."
Section 11 of the Offer to Purchase ("The Merger Agreement; Other
Arrangements") is hereby amended and supplemented to insert the following after
the first paragraph of the subsection "Employment Agreements":
"The Craig Agreement provides that Mr. Craig shall be paid an annual
base salary of $200,000 for the years 2000 and 2001. In addition, the
Company shall pay a special bonus to Mr. Craig in an amount equal to
$28,000, by the end of each of fiscal years 2001 and 2002. The Craig
Agreement also provides that Mr. Craig shall be paid (a) $115,000 on or
<PAGE>
before December 31, 2001; (b) $115,000 on or before December 31, 2002
and (c) $50,000 on or before December 31, 2003, as remuneration for
past consulting services Mr. Craig rendered to the Company
(collectively, "Deferred Compensation").
Pursuant to the Craig Agreement, Parent and the Company will be jointly
responsible for payment of all monies under the Craig Agreement.
The summary of the Craig Agreement set forth above does not purport to
be complete and is qualified in its entirety by reference to the
complete text of the Craig Agreement, including all amendments thereto
(with the exception of the amendment to be entered into immediately
prior to the Effective Time), copies of which are filed as Exhibits
(e)(2)(i) through (iv) to the Company's Schedule 14D-9 filed with the
SEC on September 20, 2000, and are incorporated herein by reference."
Section 11 of the Offer to Purchase ("The Merger Agreement; Other
Arrangements") is hereby amended and supplemented by replacing the second
existing paragraph of the subsection "Employment Agreements" with the following:
"The Company and Coachmen have entered into modified employment
agreements (the "Key Employee Agreements") with the following
employees: Dean Bagg, Richard Bedell, Daniel Berdahl, Edward Bollero,
John Catalino, Thomas Martini, James Metzler, Neal Moss, Michael
Ploutz, Donald Selke, Rob Winks and Rodney Young (collectively, the
"Key Employees"), to take effect as of the Effective Time. The term of
the Key Employee Agreements is two years. Pursuant to the Key Employee
Agreements, the Key Employees will be paid an annual base salary, and
will be eligible to participate in any bonus or incentive plan, and to
receive any benefits, available for employees of Coachmen or its
subsidiaries and for which the Key Employees are qualified. The Key
Employee Agreements also provide that the Key Employees will receive
options to purchase an aggregate of 24,000 shares of Coachmen stock.
Each of the Key Employees agrees, under the Key Employee Agreements,
for the longer of two years from the effective date of his Agreement or
the term of the Agreement (and for any extensions of or amendments to
the Agreement), or 12 months after his employment with Coachmen or any
of its subsidiaries ends, if the employment ends, either voluntarily or
for Cause (as defined below), on or before the second anniversary of
the Agreement, not to directly or indirectly compete with, or solicit
employees or customers of, Coachmen or any of its subsidiaries. The Key
Employee Agreements also restrict the Key Employees from divulging or
using confidential information of Coachmen or its subsidiaries.
The Key Employee Agreements are terminable upon the death or disability
of a Key Employee, in which event the Key Employee, or his estate or
legal representative, as the case may be, is entitled to payment of
salary and bonus through the date of death or termination,
respectively. The Key Employee Agreements are also terminable by
Coachmen or any of its subsidiaries for "Cause," in which event the Key
Employee is entitled to payment of accrued salary and benefits owed
through the date of termination. "Cause" is defined in the Key Employee
<PAGE>
Agreements as (i) a material breach of the Agreement which breach has
not been cured within 15 days of the Key Employee's receipt of written
notice thereof; (ii) misconduct by the Key Employee, including but not
limited to theft of company property; (iii) acts of fraud or
dishonesty; (iv) negligence or willful neglect of duty or material
failure to follow known company policies and directives; (v) reporting
to work under the influence of alcohol, drugs or other mind-impairing
substances; or (vi) conviction of a felony. In the event that Coachmen
or any subsidiary thereof terminates a Key Employee Agreement other
than for Cause, Coachmen or such subsidiary must pay to the Key
Employee all compensation and benefits contemplated by the Agreement as
such compensation and benefits become due thereunder.
The summary of the Key Employee Agreements set forth above does not
purport to be complete and is qualified in its entirety by reference to
the complete text of the Form of Key Employee Agreement, a copy of
which is filed as Exhibit (e)(3) to the Company's Schedule 14D-9 filed
with the SEC on September 20, 2000, and is incorporated herein by
reference."
Section 12 of the Offer to Purchase ("Purpose of the Offer and the
Merger; Plans for the Company") is hereby amended and supplemented by inserting
the following after the second existing sentence of the subsection "Plans for
the Company":
"Following the Merger, Tom Martini and Richard Bedell, two executive
offers of the Company, will remain employees of the Company and serve
as executive officers. Edward C. Craig will also serve as a director of
the Company following the Merger."
Section 15 of the Offer to Purchase ("Certain Conditions of the Offer")
is hereby amended and supplemented by replacing the first sentence of the last
paragraph with the following:
"The conditions set forth above are for the sole benefit of Parent and
Purchaser, and all conditions will be waived by Parent and Purchaser on
or prior to the Expiration Date."
<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 18, 2000
