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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
MILLER BUILDING SYSTEMS, INC.
AT
$8.40 NET PER SHARE
BY
DELAWARE MILLER ACQUISITION CORPORATION
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
COACHMEN INDUSTRIES, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON THURSDAY, OCTOBER 19, 2000, UNLESS THE OFFER IS EXTENDED.
September 20, 2000
To Our Clients:
Enclosed for your consideration is the Offer to Purchase, dated September
20, 2000 (the "Offer to Purchase") and 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") relating to the third party tender offer by Delaware Miller Acquisition
Corporation ("Purchaser"), an indirect wholly owned subsidiary of Coachmen
Industries, Inc. ("Coachmen"), to purchase all of the outstanding shares of
common stock (the "Shares") of Miller Building Systems, Inc. (the "Company"), at
a price of $8.40 per Share, plus a future right to receive up to $.30 per Share,
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.
WE ARE THE HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT BUT NOT
REGISTERED IN YOUR NAME. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT. A TENDER OF SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all of the Shares held by us for your account, in
accordance with the terms and subject to the conditions set forth in the Offer.
Your attention is directed to the following:
1. The Offer price is $8.40 per Share, plus a future right to receive up to
$.30 per Share, net to the seller in cash, without interest and less any
required withholding of taxes.
2. The Offer is being made for all outstanding Shares.
3. The Offer is being made pursuant to the terms of an Agreement and Plan
of Merger, dated as of August 22, 2000, among the Company, COA Housing Group,
Inc., Coachmen and Purchaser (the "Merger Agreement"). The Merger Agreement
provides, among other things, for the making of the Offer by Purchaser. The
Merger Agreement further provides that Purchaser will be merged with and into
the Company (the "Merger") following the completion of the Offer and promptly
after satisfaction or waiver of certain conditions. The Company will continue as
the surviving corporation after the Merger and will be a wholly owned subsidiary
of Parent.
4. The Board of Directors of the Company (i) has determined that the Offer
and the Merger are advisable, fair to and in the best interests of the
stockholders of the Company, (ii) has approved the Merger
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Agreement, the Offer and the Merger, and (iii) recommends that stockholders of
the Company accept the Offer and tender their Shares pursuant to the Offer.
5. The Offer and withdrawal rights will expire at 12:00 midnight, New York
City time, on October 19, 2000, unless the Offer is extended.
6. Tendering stockholders will not be obligated to pay any commissions or
fees to any broker, dealer or other person or, except as set forth in
Instruction 6 of the Letter of Transmittal, stock transfer taxes with respect to
the transfer and sale of Shares to Purchaser or to its order pursuant to the
Offer.
7. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING
VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AT LEAST
51% OF THE OUTSTANDING SHARES ON A FULLY DILUTED BASIS (INCLUDING FOR PURPOSES
OF THIS CALCULATION ALL SHARES ISSUABLE UPON EXERCISE OF ALL VESTED AND UNVESTED
OPTIONS), AND (II) ANY APPLICABLE WAITING PERIOD UNDER THE HART-SCOTT-RODINO
ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED, APPLICABLE TO THE PURCHASES OF
SHARES PURSUANT TO THE OFFER AND THE MERGER HAVING BEEN TERMINATED OR HAVING
EXPIRED. THE OFFER ALSO IS SUBJECT TO OTHER TERMS AND CONDITIONS SET FORTH IN
THE OFFER TO PURCHASE.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and any supplements or amendments thereto. Purchaser is not aware of
any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. If Purchaser becomes aware
of any valid state statute prohibiting the making of the Offer or the acceptance
of the Shares pursuant thereto, Purchaser shall make a good faith effort to
comply with the statute or seek to have the statute declared inapplicable to the
Offer. If Purchaser cannot comply with the state statute, the Offer will not be
made to (nor will tenders be accepted from or on behalf of) the holders of
Shares in that state or jurisdiction. In any jurisdiction where the securities,
blue sky or other laws require the Offer to be made by a licensed broker or
dealer, the Offer shall be made on behalf of Purchaser or by one or more
registered brokers or dealers.
If you wish to have us tender any or all of the Shares held by us for your
account, please instruct us by completing, executing and returning to us the
instruction form contained in this letter. If you authorize a tender of your
Shares, all such Shares will be tendered unless otherwise specified in such
instruction form. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO
PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR PRIOR TO THE EXPIRATION OF THE
OFFER.
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
OF
MILLER BUILDING SYSTEMS, INC.
The undersigned acknowledge(s) receipt of your letter enclosing the Offer
to Purchase dated September 20, 2000, and the related Letter of Transmittal
(which together constitute the "Offer"), in connection with the offer by
Delaware Miller Acquisition Corporation ("Purchaser"), an indirect wholly owned
subsidiary of Coachmen Industries, Inc., to purchase all of the outstanding
shares of common stock (the "Shares"), of Miller Building Systems, Inc., a
Delaware corporation, at $8.40 per Share, plus a future right to receive up to
$.30 per Share, net to you in cash, without interest, upon the terms and subject
to the conditions set forth in the Offer.
This will instruct you to tender to Purchaser the number of Shares
indicated below (or, if no number is indicated below, all Shares) which are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
<TABLE>
<CAPTION>
NUMBER OF SHARES
TO BE TENDERED:* ACCOUNT NUMBER:
<S> <C> <C>
------------ ----------- -------------------------------------------------------
Signature(s)
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Please print name(s)
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Address
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Account Number
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Area Code & Telephone Number
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Taxpayer Identification Number(s) or
Social Security Number(s)
Dated: ------------------------ , 2000
</TABLE>
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*Unless otherwise indicated, it will be assumed that all of your Shares held by
us for your account are to be tendered.
