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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 (Offerors))
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 Filing Person(s))
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
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$26,744,600 $5,348.92
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* Estimated for purposes of calculating the amount of the filing fee only. This
calculation assumes the purchase of all of the issued and outstanding shares
of common stock, par value $.01 per share of Miller Building Systems, Inc.
(the "Shares"), a Delaware corporation (the "Company"), at a price per Share
of $8.40, plus a future right to receive up to $.30 per Share in cash. As of
August 23, 2000, based on the Company's representation of its capitalization
in the Merger Agreement (as defined herein), there were (i) 3,074,092 shares
of common stock outstanding and (ii) approximately 578,009 options to purchase
shares of common stock, the exercise price of which is less than $8.40, plus a
future right to receive up to $.30 per Share. The amount of the filing fee,
calculated in accordance with Rule 0-11 of the Securities Exchange Act of
1934, equals 1/50th of one percent of the transaction valuation.
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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.
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Amount Previously Paid: Not applicable. Filing Party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
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[ ] 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
this statement relates:
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[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
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Check the following box if the filing is a final amendment reporting the
results of the tender offer. [ ]
This Tender Offer Statement on Schedule TO is filed by Delaware Miller
Acquisition Corporation ("Purchaser"), a Delaware corporation, and Coachmen
Industries, Inc., an Indiana corporation ("Coachmen"), of which Purchaser is an
indirect wholly owned subsidiary. This statement relates to the third party
tender offer (the "Offer") by Purchaser to purchase all of the outstanding
shares of common stock, par value $0.01 (the "Shares"), of Miller Building
Systems, Inc., a Delaware corporation (the "Company"), at a price of $8.40 per
Share, plus a future right to receive up to $.30 per Share (the "Offer Price"),
net to the seller in cash, less any required withholding of taxes and without
the payment of any interest, 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 (the "Letter of
Transmittal", which, together with the Offer to Purchase, as each may be amended
or supplemented from time to time, collectively constitute the "Offer"), copies
of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.
ITEMS 1 THROUGH 11.
As permitted by General Instruction F to Schedule TO, the information set
forth in the entire Offer to Purchase (including Schedule I attached), is
incorporated herein by reference.
ITEM 12. EXHIBITS.
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(a)(1)(i) Offer to Purchase, dated September 20, 2000.
(a)(1)(ii) Letter of Transmittal, dated September 20, 2000.
(a)(1)(iii) Notice of Guaranteed Delivery, dated September 20, 2000.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(i) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, dated September 20, 2000.
(a)(5)(ii) Letter to Clients, dated September 20, 2000.
(a)(5)(iii) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(5)(iv) Press release issued by Coachmen on August 23, 2000
(incorporated by reference to the Schedule TO-C filed with
the Securities and Exchange Commission by Coachmen on
September 7, 2000).
(b) None.
(c) Not required.
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(d)(1) Agreement and Plan of Merger, dated as of August 22, 2000,
by and among COA Housing Group, Inc., Coachmen, Purchaser
and the Company (incorporated by reference to the Current
Report on Form 8-K filed with the Securities and Exchange
Commission by Coachmen on September 6, 2000).
(d)(2) Standard Mutual Nondisclosure Agreement, dated as of July
13, 2000, by and between Coachmen and the Company
(incorporated by reference to Exhibit(e)(4) to the Schedule
14d-9 filed with the Securities and Exchange Commission by
the Company on September 20, 2000).
(d)(3) Summary description of the Company's employment agreement
with Edward C. Craig (incorporated by reference to the Proxy
Statement for the Annual Meeting of Stockholders filed with
the Securities and Exchange Commission by the Company on
November 21, 1999).
(e) Not required.
(f) Not required.
(g) Not applicable.
(h) Not applicable.
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ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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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Name: Richard M. Lavers
Title: Secretary
COACHMEN INDUSTRIES, INC.
By: /s/ RICHARD M. LAVERS
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Name: Richard M. Lavers
Title: Executive Vice President,
General Counsel and Secretary
Dated: September 20, 2000
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