SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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MILLER BUILDING SYSTEMS, INC.
(Name of Subject Company (issuer))
DELAWARE MILLER ACQUISITION CORPORATION
COACHMEN INDUSTRIES, INC.
(Name of Filing Persons (offeror))
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 the Person(s) Filing Statement)
COPY TO:
FREDERICK W. AXLEY, ESQ.
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, ILLINOIS 60606
(312) 984-7574
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/X/ Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which this
statement relates:
/X/ third party tender offer / / going-private transaction
subject to Rule 14d-1 subject to Rule 13e-3
/ / issuer tender offer / / amendment to Schedule 13D
subject to Rule 13e-4 under Rule 13d-2
Check the following box if the filing is a final amendment reporting the
results of the tender offer. / /
<PAGE>
The Exhibits incorporated by reference into this Schedule TO-C are
intended for informational purposes only, and are not offers to buy or
solicitations of offers to sell any shares of common stock. The solicitation of
offers to sell Miller Building Systems, Inc.'s common stock will only be made
pursuant to the offer to purchase and related materials that will be sent out to
Miller Building Systems, Inc.'s stockholders shortly. Stockholders should read
those materials carefully because they will contain important information,
including the various terms and conditions of the offer. The tender offer
documents (including the offer to purchase, the related letter of transmittal
and all other offer documents to be filed with the Securities and Exchange
Commission) will also be available for free at the Commission's Web site at
www.sec.gov.
EXHIBITS.
(a)(5)(i) Press release dated August 23, 2000. (Reference is hereby
made to Exhibit 99.1 to Current Report on Form 8-K dated
August 24, 2000, and incorporated by reference herein.)
(d)(1) Agreement and Plan of Merger, dated as of August 22, 2000,
by and among COA Housing Group, Inc., Coachmen Industries,
Inc., Delaware Miller Acquisition Corporation and Miller
Building Systems, Inc. (Reference is made to Exhibit 99.1 to
Current Report on Form 8-K dated September 6, 2000, and
incorporated by reference herein.)
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
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Richard M. Lavers
Secretary
COACHMEN INDUSTRIES, INC.
By: /s/ Richard M. Lavers
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Richard M. Lavers
Executive Vice President,
General Counsel & Secretary
Dated: September 7, 2000
