SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Miller Building Systems, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
600404 10 7
(CUSIP Number)
Howard Friedman, Esq.
Altheimer & Gray
10 South Wacker Drive
Suite 4000
Chicago, Illinois 60606
(312) 715-4030
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 21, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this Schedule because of Rule
13d-1(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with the
statement.
*The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
**The total number of shares of common stock reported as
beneficially owned by the Reporting Persons herein is 293,500
which constitutes approximately 9.0% of the total number of
shares outstanding. All ownership percentages set forth herein
assume that there are 3,173,963 shares outstanding.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the <PAGE>
<PAGE>
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
1. Name of Reporting Person:
S.S or I.R.S. Identification No. of Above Person:
Individual Retirement Accounts for the benefit of
Ronald L. Chez ###-##-####
2. Check the Appropriate Box if a Member of a Group:
(a)
(b)
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
6. Citizenship or Place of Organization: United States
Citizen
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
7. Sole Voting Power: 288,500
8. Shared Voting Power: 5,000
9. Sole Dispositive Power: 288,500
10. Shared Dispositive Power: 5,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
293,500
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
13. Percent of Class Represented by Amount in Row (11):
9.0%
14. Type of Reporting Person: IN <PAGE>
<PAGE>
Pursuant to Rule 13d-2 of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act
of 1934, as amended (the Act"), the undersigned Ronald L. Chez
(the "Reporting Person") hereby files this Amendment No. 2
("Amendment No. 2"), to the original Schedule 13D Statement
("Original Statement") dated February 7, 1994, as amendment by
Amendment No 1 dated September 6, 1995 (the "Schedule 13D"),
relating to the common stock, $.01 par value per share of Miller
Building Systems, Inc., a Delaware Corporation. Unless otherwise
indicated herein, all capitalized terms used herein shall have
the same meanings ascribed to them in the Schedule 13D. Unless
otherwise indicated herein, there are no material changes in the
information set forth in the Schedule 13D.
Item 4. Purpose of Transaction, is hereby amended and
restated to read in its entirety as follows:
The Reporting Person acquired the shares of Stock
reported herein for investment purposes. Consistent with such
purposes, the Reporting Person has had, and may have in the
future, discussions based on publicly available information with
management of the Issuer, its customers and trade sources
concerning the Issuer's recent operating history and general
business outlook and prospects, which discussions have included
a very tentative and exploratory discussion of a possible purchase
of the Issuer.
The Reporting Person may pursue activities and further
discussions to the extent he believes they will enhance
shareholder value.
The Reporting Person has, at this time, formulated no
specific plans as to an acquisition or a restructuring of the
Issuer. However, the reporting person intends to contact and/or
engage an investment banking firm and directly or through such
firm or other agents explore the possibility of finding a party
willing to acquire the Issuer. The purpose of these activities
would be, if an acceptable proposal can be obtained, to
facilitate a sale of the Issuer. Such a sale may result in a
merger or reorganization of the Issuer or its subsidiaries, a
change in the present board of directors or management of the
Issuer, a material change in the present capitalization of the
Issuer, a change in the Issuer's charter or by-laws or other
similar matters.
Depending on market conditions, the results of the
efforts described above and other factors that he may deem
material to his investment decision, the Reporting Person may
purchase additional Shares in the open market or in private
transactions or may dispose of all or a portion of the Shares
that he now owns or hereafter may acquire. Any such future
decisions will be made by the Reporting Person in light of the
then current financial condition and prospects of the Issuer, <PAGE>
<PAGE>
the market value of the Stock, the financial condition of the
Reporting Person and other relevant factors.
Except as set forth in this Item 4, the Reporting Person
has no present plans or proposals that relate to or that would
result in any of the actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D.
<PAGE>
SIGNATURE
After reasonable 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.
Dated: November 22, 1995
/s/Ronald L. Chez
Ronald L. Chez
/TEXT
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