SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
May 3, 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<PAGE>
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 liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
<PAGE>
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:
<PAGE>
13. Percent of Class Represented by Amount in Row (11): 9.0%
14. Type of Reporting Person: IN
<PAGE>
Pursuant to Rule 13d-1 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. 1 ("Amendment No. 1"), to
the original Schedule 13D Statement ("Original Statement") dated
February 1, 1994.
This Amendment constitutes the first amendment to a paper
format Schedule 13D and therefore, in accordance with Rule 13d-2(c)
restates the entire text of the Schedule 13D as amended.
Item 1. Securities and Issuer.
This Statement relates to the common stock, par value $.01
per share, (the "Stock"), of Miller Building Systems, Inc., a
Delaware corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 58120 County Road 3 South,
Elkhart, Indiana 46517.
Item 2. Identity and Background.
(a)-(c) The Reporting Person is an individual whose
principal business occupation is as a business and financial
consultant, and his business address is 555 West Madison
Street, Suite 3508-1, Chicago, Illinois 60661.
(d) The Reporting Person has not, during the last five
years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) The Reporting Person has not, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United
States of America.
Item 3. Source and Amount of Funds or Other Considerations.
The source and amount of the funds used or to be used by
the Reporting Person to purchase shares of Stock reported in this
Statement are $733,142 of funds held by individual retirement
accounts for the benefit of the Reporting Person. The source of<PAGE>
funds to exercise the options, if exercised, has not been
determined as the options have not been exercised. As indicated
in Item 5 a total of $242,500 would be required to exercise all of
the options.
Item 4. Purpose of Transaction.
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.
However, the Reporting Person has, at this time, formulated no
specific plans as to an acquisition or a restructuring of the
Issuer. Should such activities occur, they may result in the
consummation of a transaction involving the Issuer and the
Reporting Person. Such a transaction 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 any other similar matters.
Depending on market conditions 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, 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.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of Stock that the
Reporting
Person owns beneficially, pursuant to Rule 13d-3 of the Act, is
293,500, which constitutes approximately 9.0% of the
outstanding shares
of Stock. <PAGE>
(b) The Reporting Person has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of
223,500 shares of Stock held by Individual Retirement Accounts of
which he is the beneficiary. The Reporting Person holds options
exercisable for 65,000 shares of Stock. Upon exercise of such
options the Reporting Person would have the sole power to vote or
to direct the vote and to dispose or direct the disposition of the
shares received upon such exercise.
The Reporting Person may be deemed to have shared power to vote
and dispose with Katherine Chez, his wife, with respect to 5,000
shares of Stock owned by her, and, therefore, he may be deemed to
be the beneficial owner of such shares. Mrs. Chez's residence
address is 219 East Lake Shore Drive, Chicago, IL 60611. Mrs. Chez
is a real estate broker. Mrs. Chez has not during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction, where, as a result of such proceeding, Mrs. Chez was
or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or where such proceeding resulted
in a finding of any violation with respect to such laws. Mrs. Chez
is a citizen of the United States of America.
(c) None of the persons referred to in response to this
Item 5, or in Item 2 above, has effected any transactions in
the Stock during the past 60 days. Certain options have
become exercisable since the Original Statement was filed as
follows:
Options become exercisable as to 25,000 shares, 25,000 shares
and 15,000 shares on September 9, 1994, July 1, 1995 and July 1,
1995 for exercise prices of $3.50, $3.50 and $4.50 per share,
respectively.
(d) No person other than the Reporting Person has the
right to receive, or the power to direct the receipt of
dividends from or the proceeds from the sale of, the 293,500
shares of Stock owned by the Reporting Person.
(e) Not applicable.
Item 6: Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
The Reporting Person entered into an Agreement dated as of
September 9, 1994 with the Issuer (the "Agreement"). In
consideration of the services rendered by the Reporting Person as
Chairman of the Board of the Issuer during the period of June 30,
1994 until August 11, 1994, and in accordance with the Agreement,
the Issuer paid to Ronald L. Chez, Inc., a wholly owned <PAGE>
corporation of the Reporting Person, the sum of $29,000, and
granted to the Reporting Person options to purchase Stock as
follows:
<TABLE><CAPTION> Number of Shares
of Stock Exercise
Subject to Option Price
<C> <C>
(A) 25,000 $3.50
(B) 25,000 $3.50
(C) 15,000 $4.50
</TABLE>
all such options (i) (A) of the foregoing table, to be granted and
fully vested under the Issuer's 1991 Stock Option Plan and (B) and
(C) of the foregoing table, to be granted and fully vested under
the Issuer's 1994 Stock Option Plan, (ii) not to be qualified
incentive options under Section 422A of the Internal Revenue Code,
as amended, (iii) as to the option covering 25,000 shares of Stock
referred to in clause (A) of the foregoing table, to be exercised
at any time and from time to time in whole or in part during the
period from and after September 9, 1994 until July 1, 1999, and, as
to the options covering the 40,000 shares of Stock referred to in
clauses (B) and (C) of the foregoing table, to be exercised at any
time and from time to time in whole or in part during the period
from and after June 30, 1995 until July 1, 1999, (iv) as to the
options covering the 40,000 shares of Stock referred to in clauses
(B) and (C) of the foregoing table, to become null and void to the
extent unexercised immediately as of the occurrence of a
"Termination Event" (as herein defined), and (v) to be
evidenced by a stock option agreement, dated the date of the
Agreement, in form similar to the Issuer's standard form of stock
option agreement. The Agreement also provided that the Issuer
would slate the Reporting Person at the Issuer's 1994 Annual
Meeting of Stockholders as a nominee for election to one three year
term as a member of the Miller's Board of Directors. In addition,
the Reporting Person agreed that during the period from the date of
the Agreement until July 1, 1995, neither the Reporting Person nor
any Affiliate or Associate (as those terms are defined in Rule 405
under the Securities Act of 1993) of the Reporting Person
(regardless of whether such person or entity was an Affiliate or
Associate on the date of the Agreement) would (i) make, or in any
way participate, directly or indirectly, in any "solicitation" of
"proxies" to vote (as such terms are used in the proxy rules of the
Securities and Exchange Commission), or solicit any person or
entity with respect to the voting of any voting securities of
the Issuer, (ii) form, join or in any way participate in any
"group" within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934 with respect to any voting securities of the
Issuer, or (iii) other than solely in the Reporting Person's
capacity as a member of the Issuer's Board of Directors, act, alone
or in concert with others, directly or indirectly, to seek to
control the management, board of directors or policies of the
Issuer (the occurrence of any event covered by any of the foregoing
clauses (i) through (iii), but only if such event was "hostile"<PAGE>
within the meaning of the definition set forth in the following
sentence, being defined as a "Termination Event").
For the purposes of the foregoing sentence the word "hostile"
was defined to mean any event or series of events which might have
fallen within the scope of any of the aforementioned clauses (i)
through (iii) of the foregoing sentence, other than communications
by the Reporting Person to any member or members of the Issuer's
Board of Directors, which the Board of Directors in good faith by
resolution within a reasonable time determined to be materially
adverse to the best interests of the Issuer and its stockholders;
provided, however, if the Reporting had in advance notified (in
person, by telephonic means or in writing) the Issuer's Chairman of
the Board of Directors or the Issuer's President of any event or
series of events which might have fallen within the scope of any of
the aforementioned clauses (i) through (iii) of the foregoing
sentence and which the Reporting Person proposed to effectuate or
commence to effectuate within the following 20 days and if such
Chairman or President shall have in writing taken a "no objection"
position with respect thereto within 72 hours thereafter, then the
Issuer's Board of Directors could not thereafter resolve such event
or series of events to be materially adverse to the best interests
of the Issuer and its stockholders within the
meaning of this sentence.
Item 7. Material to be filed as Exhibits.
Exhibit A - Agreement dated as of September 9, 1994
between the Reporting Person and the Issuer with Amendment.
Exhibit B - Stock Option Agreement
Exhibit C - Stock Option Agreement
Exhibit D - Stock Option Agremeent
<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: September 6, 1995
/s/Ronald L. Chez
Ronald L. Chez
<PAGE> EXHIBIT A
MILLER BUILDING SYSTEMS, INC.
AGREEMENT
<PAGE>
THIS AGREEMENT, made as of this 9th day of September,
1994, by and between Ronald L. Chez (hereinafter called "Chez") and
Miller Building Systems, Inc., a Delaware corporation (hereinafter
called the "Company");
WITNESSETH:
WHEREAS, Chez has recently served the Company as its
Chairman of the Board of Directors; and
WHEREAS, both Chez and the Company, based on circumstances
which changed subsequent to the meeting of the Board of Directors
of the Company on June 30, 1994, believed that their separate
interests were best served if such service were terminated upon the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, it is agreed as follows:
1. The service of Chez as Chairman of the Board of
Directors of the Company (as well as his services, if any, for or
in behalf of the Company in all other capacities, whether as
officer, agent, representative or otherwise) terminated as of
August 11, 1994; it being understood and agreed, however, that the
service of Chez as a member of the Board of Directors of the
Company, as the chairman of its executive committee and as a member
of its nominating committee were not terminated as of such date.
2. The Company as partial compensation for such services
described in paragraph 1 hereof has paid to Chez (by way of wire
transfer to Ronald L. Chez, Inc., a wholly-owned corporation of
Chez) the sum of $29,000.00, receipt whereof is hereby
acknowledged.
3. The Company as further compensation for such services
and for the termination described in paragraph 1 hereof and for all
compensation pursuant to the "Terms of Ronald Chez's Position as
the Chairman of the Board of Miller Building Company, Inc.", as
approved by the Company's Board of Directors on June 30, 1994,
hereby grants to Chez options to purchase Common Stock, par value
$0.01 per share, of the Company, as follows:
<TABLE><CAPTION>
Number of Shares
of Common Stock Exercise
Subject to Option Price
<C> <C>
(A) 25,000 $3.50
(B) 25,000 $3.50
(C) 15,000 $4.50,
</TABLE>
all such options (i) to be granted and fully vested under the
Company's 1994 stock option plan, (ii) not to be qualified
incentive options under Section 422A of the Internal Revenue Code,<PAGE>
as amended, (iii) as to the option covering 25,000 shares of Common
Stock referred to in clause (A) of the foregoing table, to be
exercised at any time and from time to time in whole or in part
during the period from and after the date hereof until July 1,
1999, and, as to the options covering the 40,000 shares of Common
Stock referred to in clauses (B) and (C) of the foregoing table, to
be exercised at any time and from time to time in whole or in part
during the period from and after June 30, 1995 until July 1, 1999,
(iv) as to the options covering the 40,000 shares of Common Stock
referred to in clauses (B) and (C) of the foregoing table,
to become null and void to the extent unexercised immediately as of
the occurrence of a "Termination Event" (as hereinafter defined),
and (v) to be evidenced by a stock option agreement, dated the date
of this Agreement, in form similar to the Company's standard form
of stock option agreement with such changes thereto as shall be
necessary to evidence the parties' agreement with respect thereto
as set forth in this paragraph 3 and paragraph 5 hereof.
4. The Company will slate Chez at the Company's 1994
Annual Meeting of Stockholders as a nominee for election to one
three year term as a member of the Company's Board of Directors.
5. During the period from the date hereof until July 1,
1995, neither Chez nor any Affiliate or Associate (as those terms
are defined in Rule 405 under the Securities Act of 1993) of Chez
(regardless of whether such person or entity is an Affiliate or
Associate on the date hereof) will (i) make, or in any way
participate, directly or indirectly, in any "solicitation" of
"proxies" to vote (as such terms are used in the proxy rules of the
Securities and Exchange Commission), or solicit any person or
entity with respect to the voting of any voting securities of the
Company, (ii) form, join or in any way participate in any "group"
within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934 with respect to any voting securities of the Company,
or (iii) other than solely in Chez's capacity as a member of the
Company's Board of Directors, act, alone or in concert with others,
directly or indirectly, to seek to control the management, board of
directors or policies of the Company (the occurrence of any event
covered by any of the foregoing clauses (i) through (iii), but only
if such event is "hostile" within the meaning of the definition set
forth in the following sentence, being herein called a "Termination
Event"). For the purposes of the foregoing sentence the word
"hostile" shall mean any event or series of events which may fall
within the scope of any of the aforementioned clauses (i) through
(iii) of the foregoing sentence, other than communications
by Chez to any member or members of the Board of Directors of the
Company, which the Board of Directors of the Company in good faith
by resolution within a reasonable time determines to be materially
adverse to the best interests of the Company and its stockholders;
provided, however, if Chez shall in advance notify (in person, by
telephonic means or in writing) the Chairman of the Board of
Directors of the Company or the President of the Company of any
event or series of events which may fall within the scope of any of
the aforementioned clauses (i) through (iii) of the foregoing<PAGE>
sentence and which Chez proposes to effectuate or commence to
effectuate within the following 20 days and if such Chairman or
President shall in writing take a "no objection" position with
respect thereto within 72 hours thereafter, then the Board of
Directors of the Company may not thereafter resolve such event or
series of events to be materially adverse to the best interests of
the Company and its stockholders within the meaning of this
sentence. No resolution of the Board of Directors pursuant to the
foregoing sentence shall in any manner preclude the Company from
asserting in any judicial proceeding any right or remedy which the
Company may have against Chez for any event or series of events
which may be resolved to be "hostile" as aforesaid.
6. All representations, warranties and covenants
contained
herein shall survive the execution of this Agreement and the
consummation of the transactions contemplated hereby.
7. This Agreement shall be binding upon, and inure to
the
benefit of, the parties hereto and their respective heirs,
personal
representatives, successors, assigns, Affiliates and
Associates, but
shall not be assignable by any party hereto without the prior
written
consent of the other party hereto.
8. Except as set forth in the last sentence of
paragraph 5
hereof, any notice or other communication provided for herein
or given
hereunder to a party hereto shall be in writing and shall be
given by
delivery, by telex, telecopier or by mail (registered or
certified
<PAGE>mail, postage prepaid, return receipt requested) to the
respective parties as follows:
If to the Company:
Miller Building Systems, Inc.
58120 County Road 3 South
P.O. Box 1283
Elkhart, Indiana 46515
Attention: Chief Executive Officer
If to Chez:
Ronald L. Chez
c/o Ronald L. Chez, Inc.
555 West Madison Street
Suite 3508, Tower 1
Chicago, IL 60661
<PAGE>
or to such other address with respect to a party as such party
shall notify the other in writing.
9. No party may waive any of the terms or conditions of
this Agreement, except by a duly signed writing referring to the
specific provision to be waived.
10. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware.
11. The parties hereto acknowledge that, except as set
forth in this Agreement, there are no written or oral
understandings, arrangements or agreements between them or pursuant
to which they have any rights or obligations.
12. This Agreement constitutes the entire agreement, and
supersedes all other and prior agreements, arrangements and
understandings, both written and oral, among the parties hereto.
13. This Agreement may be executed in three
Counterparts, each of which shall be deemed an original but both of
which shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered on the day and year first
above written.
MILLER BUILDING SYSTEMS, INC.
By:/s/ Edward C. Craig
Title: President and Chief
Executive Officer
By:/s/ Steven F. Graver
Title: Chairman of the
Board of Directors
/s/ Ronald L. Chez
RONALD L. CHEZ
<PAGE> AMENDMENT TO
MILLER BUILDING SYSTEMS, INC.
AGREEMENT <PAGE>
The agreement, made as of the 9th day of September, 1994, by
and
between Ronald L. Chez and Miller Building Systems, Inc. is
hereby
amended as follows:
Page 2, Paragraph 3.(i), which states:
"(i) to be granted and fully vested under the
Company's
1994 stock option plan,"
be amended to read:
"(i) (A) of the foregoing table, to be granted and
fully
vested under Miller's 1991 stock option plan, and
(B) and
(C) of the foregoing table, to be granted and fully
vested
under Miller's 1994 stock option plan,"
Miller Building
Systems,
Inc.
By:/s/ Edward C. Craig
Title: President and Chief Executive
Officer
By:/s/ Steven F. Graver
Title: Chairman of the Board of Directors
/s/ Ronald L. Chez
Ronald L. Chez
<PAGE>
EXHIBIT B
MILLER BUILDING SYSTEMS, INC.
1991 STOCK OPTION PLAN
Ronald L. Chez , Optionee:
On September 9, 199 4 , Miller Building Systems,
Inc. <PAGE>
("Company"), pursuant to its 1991 Stock Option Plan ("Plan"),
which was
approved by the Company's stockholders on October 31, 1991,
granted to
you, the Optionee named above, an option to purchase shares of
the
common stock of the Company ("Shares"). The option is not
intended to
qualify as an "incentive stock option" within the meaning of
Section
422A of the Internal Revenue Code of 1986, as amended ("Code").
The details of your option are as follows:
1. The total number of Shares subject to this option is
Twenty Five Thousand ( 25,000 ). Subject to the
foregoing and
the limitations contained herein, this option shall be
exercisable with
respect to each installment shown below on or after the date of
vesting
applicable to such installment, as follows:
Number of Shares Date of Earliest
(Installments) Exercise (Vesting)
25,000 September 9, 1994
This option may be exercised during such installment periods
with
respect to some or all of the Shares allotted to that period or
to any
prior period as to which the option was not fully exercised.
2. (a) The exercise price of this option is three and
50/100
Dollars ($ 3.50 ) per Share.
(b) The exercise price per Share shall be paid upon
exercise
of all or any part of each installment which has become
exercisable by
you either (i) in cash at the time the option is exercised, or
(ii) at
the discretion of the Company's Board of Directors ("Board")
(A)
according to a deferred payment or other arrangement; or (B) in
any
other form of legal consideration that may be acceptable to the
Board.
Notwithstanding the foregoing, Directors of the Company or of
an <PAGE>
Affiliate of the Company (as defined in the Plan) shall pay the
purchase price either (i) in cash at the time the option is
exercised,
or (ii) by delivery of other common stock of the Company.
3. The minimum number of Shares with respect to which
this
option may be exercised at any one time is one hundred
( 100
) Shares.
4. The Company may require any Optionee, or any person
to
whom an option is transferred under paragraph 7, as a condition
of
exercising the option, to give written assurances satisfactory
to the
Company, stating that such person is acquiring the Shares
subject to
the option for such person's own account and not with any
present
intention of selling or otherwise distributing the Shares;
provided,
however, that the requirement of providing such written
assurances, and
any assurances given pursuant to the requirements, shall be
inoperative
if the Shares issuable upon exercise of this option are then
registered under the Securities Act of 1993, as amended (the
"Act"), or, if such
Shares are not then so registered, counsel to the Company has
determined that such exercise and issuance would be exempt from
the
registration requirements of the Act.
5. The terms of this option commenced on September 9,
1994
and, unless sooner terminated as set forth below or in the
Plan,
terminates on June 30, 1999 .
This option shall terminate prior to the expiration of its
term as
follows:
(a) Three (3) months after you cease to be an
employee or
Key Non-Employee (as defined in the Plan) of the Company or an
Affiliate.
(b) Six (6) months after your disability (as defined
in the <PAGE>
Plan) or your death if you were an employee or a Key
Non-Employee of
the Company or of an affiliate at the time of your disability
or death.
(c) If the termination of your employment is for
cause (as
defined in the Plan), this option shall terminate immediately.
(d) Paragraph 5(a) shall control your rights if you
cease to
be an employee or Key Non-Employee of the Company or of an
affiliate
for any reason other than death, disability or termination for
cause,
and then subsequent disability or death within the three (3)
month
period after the termination of employment, or if earlier,
within the
originally prescribed term of the option you, your estate or
personal
representative may exercise the option within six (6) months
after the
date of your disability or death.
6. This option may be exercised by giving written notice
to the
Company. Such written notice shall: (1) be signed by the
person
exercising the option, (2) state the number of shares with
respect to
which the option is being exercised, (3) contain the warranty
that at
the time of such exercise of the option, such person acquiring
such
Shares is acquiring his option Shares for investment and not
with a
view to, or for sale in connection with, the distribution of
any such
Shares, and (4) specify a date (other than a Saturday, Sunday
or legal
holiday) not less than five (5) nor more than ten (10) days
after the
date of such written notice, as the date on which the Shares
will be
purchased. Such tender and conveyance shall take place at the
principal
office of the Company during ordinary business hours, or at
such other
hour and place agreed upon by the Company and the person or
persons
exercising the option. On the date specified in such written
notice, <PAGE>
the company shall accept payment for the option Shares and
shall
<PAGE>deliver to you or the person exercising the option for
you, an
appropriate certificate or certificates for fully paid
non-assessable
Shares. In the event of any failure to take up and pay for the
number
of Shares specified in such written notice on the date set
forth
therein, the exercise of the option shall terminate with
respect to
-3-
<PAGE>
such number of Shares, but shall continue with respect to the
remaining
Shares covered by the option not yet acquired pursuant thereto.
7. This option is not transferable, except by will or by
the
laws of descent and distribution, and is exercisable during
your life
only by you.
8. This option is subject to all the provisions of the
Plan, a
copy of which is attached hereto and its provisions are hereby
made a
part of this option, as is further subject to all
interpretations,
amendments, rules and regulations which may from time to time
be
promulgated and adopted pursuant to the Plan. In the event of
any
conflict between the provisions of this option and those of the
Plan,
the provisions of the Plan shall control.
9. The Company is not providing you with advice,
warranties, or
representations regarding any of the legal or tax effects to
you with
respect to this grant. You are encouraged to seek legal and
tax advice
from your own legal and tax advisers as soon as possible.
10. By accepting this grant and the Shares covered
thereby, and <PAGE>
by signing this instrument, you acknowledge that you are
familiar with
the terms of the grant and the Plan, that you have been
encouraged by
the Company to discuss the grant and the Plan with your own
legal and
tax advisers, and that you agree to be bound by the terms of
the grant
and the Plan.
11. Optionee acknowledges that federal and state income
and
payroll taxes may apply upon exercise of this option. Optionee
agrees
that such withholding may be accomplished with respect to the
cash
compensation (if any) due the Optionee from the Company or an
Affiliate. If withholding pursuant to the foregoing sentence is
insufficient (in the sole judgement of the Company) to satisfy
the full
withholding obligation, Optionee agrees that either: (a)
Optionee will
pay over to the Company the amount of cash necessary to satisfy
such
remaining withholding obligation, on the date the option is
exercised
or at a time thereafter specified in writing by the Company; or
(b) the
Company may withhold an amount of optioned Shares equal in
value (as of
the date of option exercise) to the amount of the remaining
withholding
obligation. Upon due notice from Optionee, the Company may (in
its
discretion) satisfy the entire withholding obligation by
withholding
Shares as provided in (b) above in lieu of withholding from the
Optionee's cash compensation.
<PAGE>
Dated this 17th day of November, 1994.
Very truly yours,
MILLER BUILDING SYSTEMS, INC.
-4-
<PAGE>
<PAGE>
By:/s/ Edward C. Craig
Title:President/CEO
The undersigned:
(a) Acknowledges receipt of the foregoing option and
understands that all rights and liabilities with respect to
this option
are set forth in the option and the Plan; and
(b) Acknowledges that as of the date of grant of
this
option, it sets forth the entire understanding between the
undersigned
Optionee and the Company regarding the acquisition of the
Shares and
supersedes all prior oral and written agreements on that
subject.
/s/Ronald C. Chez
Optionee
Address:
Attachment:
1991 Stock Option Plan
<PAGE>
EXHIBIT C
MILLER BUILDING SYSTEMS, INC.
1994 STOCK OPTION PLAN
Ronald L. Chez , Optionee:
On September 9, 199 4 , Miller Building Systems,
Inc.
("Company"), pursuant to its 1991 Stock Option Plan ("Plan"),
which was
approved by the Company's stockholders on October 31, 1991,
granted to
you, the Optionee named above, an option to purchase shares of
the <PAGE>
common stock of the Company ("Shares"). The option is not
intended to
qualify as an "incentive stock option" within the meaning of
Section
422A of the Internal Revenue Code of 1986, as amended ("Code").
The details of your option are as follows:
12. The total number of Shares subject to this option is
twenty-five thousand ( 25,000 ). Subject to the
foregoing and
the limitations contained herein, this option shall be
exercisable with
respect to each installment shown below on or after the date of
vesting
-1-
<PAGE>
applicable to such installment, as follows:
Number of Shares Date of Earliest
(Installments) Exercise (Vesting)
25,000 July 1, 1995
This option may be exercised during such installment periods
with
respect to some or all of the Shares allotted to that period or
to any
prior period as to which the option was not fully exercised.
13. (a) The exercise price of this option is three and
50/100
Dollars ($ 3.50 ) per Share.
(b) The exercise price per Share shall be paid upon
exercise
of all or any part of each installment which has become
exercisable by
you either (i) in cash at the time the option is exercised, or
(ii) at
the discretion of the Company's Board of Directors ("Board")
(A)
according to a deferred payment or other arrangement; or (B) in
any
other form of legal consideration that may be acceptable to the
Board.
Notwithstanding the foregoing, Directors of the Company or of
an <PAGE>
Affiliate of the Company (as defined in the Plan) shall pay the
purchase price either (i) in cash at the time the option is
exercised,
or (ii) by delivery of other common stock of the Company.
14. The minimum number of Shares with respect to which
this
option may be exercised at any one time is one hundred
( 100
) Shares.
15. The Company may require any Optionee, or any person
to whom
an option is transferred under paragraph 7, as a condition of
exercising the option, to give written assurances satisfactory
<PAGE>to the Company, stating that such person is acquiring the
Shares
subject to the option for such person's own account and not
with any
present intention of selling or otherwise distributing the
Shares;
provided, however, that the requirement of providing such
written
assurances, and any assurances given pursuant to the
requirements,
shall be inoperative if the Shares issuable upon exercise of
this
option are then registered under the Securities Act of 1993, as
amended
(the "Act"), or, if such Shares are not then so registered,
counsel to
the Company has determined that such exercise and issuance
would be
exempt from the registration requirements of the Act.
16. The terms of this option commenced on September 9,
1994
and, unless sooner terminated as set forth below or in the
Plan,
terminates on June 30, 1999 .
This option shall terminate prior to the expiration of its
term as
follows:
(a) Three (3) months after you cease to be an
employee or
Key Non-Employee (as defined in the Plan) of the Company or an
Affiliate.
<PAGE>
<PAGE> (b) Six (6) months after your disability (as
defined in
the Plan) or your death if you were an employee or a Key
Non-Employee
of the Company or of an affiliate at the time of your
disability or
death.
(c) If the termination of your employment is for
cause (as
defined in the Plan), this option shall terminate immediately.
(d) Paragraph 5(a) shall control your rights if you
cease to
be an employee or Key Non-Employee of the Company or of an
affiliate
for any reason other than death, disability or termination for
cause,
and then subsequent disability or death within the three (3)
month
period after the termination of employment, or if earlier,
within the
originally prescribed term of the option you, your estate or
personal
representative may exercise the option within six (6) months
after the
date of your disability or death.
17. This option may be exercised by giving written notice
to the
Company. Such written notice shall: (1) be signed by the
person
exercising the option, (2) state the number of shares with
respect to
which the option is being exercised, (3) contain the warranty
that at
the time of such exercise of the option, such person acquiring
such
Shares is acquiring his option Shares for investment and not
with a
view to, or for sale in connection <PAGE>with, the distribution
of any
such Shares, and (4) specify a date (other than a Saturday,
Sunday or
legal holiday) not less than five (5) nor more than ten (10)
days after
the date of such written notice, as the date on which the
Shares will
be purchased. Such tender and conveyance shall take place at
the
principal office of the Company during ordinary business hours,
or at <PAGE>
such other hour and place agreed upon by the Company and the
person or
persons exercising the option. On the date specified in such
written
notice, the company shall accept payment for the option Shares
and
shall deliver to you or the person exercising the option for
you, an
appropriate certificate or certificates for fully paid
non-assessable
Shares. In the event of any failure to take up and pay for the
number
of Shares specified in such written notice on the date set
forth
therein, the exercise of the option shall terminate with
respect to
such number of Shares, but shall continue with respect to the
remaining
Shares covered by the option not yet acquired pursuant thereto.
18. This option is not transferable, except by will or by
the
laws of descent and distribution, and is exercisable during
your life
only by you.
19. This option is subject to all the provisions of the
Plan, a
copy of which is attached hereto and its provisions are hereby
made a
part of this option, as is further subject to all
interpretations,
amendments, rules and regulations which may from time to time
be
promulgated and adopted pursuant to the Plan. In the event of
any
conflict between the provisions of this option and those of the
Plan,
the provisions of the Plan shall control.
-3-
<PAGE> 20. The Company is not providing you with advice,
warranties, or representations regarding any of the legal or
tax
effects to you with respect to this grant. You are encouraged
to seek <PAGE>
legal and tax advice from your own legal and tax advisers as
soon as
possible.
21. By accepting this grant and the Shares covered
thereby, and
by signing this instrument, you acknowledge that you are
familiar with
the terms of the grant and the Plan, that you have been
encouraged by
the Company to discuss the grant and the Plan with your own
legal and
tax advisers, and that you agree to be bound by the terms of
the grant
and the Plan.
22. Optionee acknowledges that federal and state income
and
payroll taxes may apply upon exercise of this option. Optionee
agrees
that such withholding may be accomplished with respect to the
cash
compensation (if any) due the Optionee from the Company or an
Affiliate. If withholding pursuant to the foregoing sentence is
insufficient (in the sole judgement of the Company) <PAGE>to
satisfy
the full withholding obligation, Optionee agrees that either:
(a)
Optionee will pay over to the Company the amount of cash
necessary to
satisfy such remaining withholding obligation, on the date the
option
is exercised or at a time thereafter specified in writing by
the
Company; or (b) the Company may withhold an amount of optioned
Shares
equal in value (as of the date of option exercise) to the
amount of the
remaining withholding obligation. Upon due notice from
Optionee, the
Company may (in its discretion) satisfy the entire withholding
obligation by withholding Shares as provided in (b) above in
lieu of
withholding from the Optionee's cash compensation.
<PAGE>
Dated this 30th day of December, 1994.
Very truly yours,
MILLER BUILDING SYSTEMS, INC.
<PAGE>
By:/s/Edward C. Craig
Title:President/CEO
<PAGE>
The undersigned:
(a) Acknowledges receipt of the foregoing option and
understands that all rights and liabilities with respect to
this option
are set forth in the option and the Plan; and
(b) Acknowledges that as of the date of grant of
this
option, it sets forth the entire understanding between the
undersigned
-4-
<PAGE>
Optionee and the Company regarding the acquisition of the
Shares and
supersedes all prior oral and written agreements on that
subject.
/s/Ronald L. Chez
Optionee
Address:
Attachment:
1994 Stock Option Plan
<PAGE>
EXHIBIT D
MILLER BUILDING SYSTEMS, INC.
1994 STOCK OPTION PLAN
Ronald L. Chez , Optionee:
<PAGE>
On September 9, 199 4 , Miller Building Systems,
Inc.
("Company"), pursuant to its 1991 Stock Option Plan ("Plan"),
which was
approved by the Company's stockholders on October 31, 1991,
granted to
you, the Optionee named above, an option to purchase shares of
the
common stock of the Company ("Shares"). The option is not
intended to
qualify as an "incentive stock option" within the meaning of
Section
422A of the Internal Revenue Code of 1986, as amended ("Code").
The details of your option are as follows:
23. The total number of Shares subject to this option is
fifteen thousand ( 15,000 ). Subject to the foregoing
and the
limitations contained herein, this option shall be exercisable
with
respect to each installment shown below on or after the date of
vesting
applicable to such installment, as follows:
Number of Shares Date of Earliest
(Installments) Exercise (Vesting)
15,000 July 1, 1995
This option may be exercised during such installment periods
with
respect to some or all of the Shares allotted to that period or
to any
prior period as to which the option was not fully exercised.
-1-
<PAGE>
24. (a) The exercise price of this option is four and
50/100
Dollars ($ 4.50 ) per Share.
(b) The exercise price per Share shall be paid upon
exercise
of all or any part of each installment which has become
exercisable by <PAGE>
you either (i) in cash at the time the option is exercised, or
(ii) at
the discretion of the Company's Board of Directors ("Board")
(A)
according to a deferred payment or other arrangement; or (B) in
any
other form of legal consideration that may be acceptable to the
Board.
Notwithstanding the foregoing, Directors of the Company or of
an
Affiliate of the Company (as defined in the Plan) shall pay the
purchase price either (i) in <PAGE>cash at the time the option
is
exercised, or (ii) by delivery of other common stock of the
Company.
25. The minimum number of Shares with respect to which
this
option may be exercised at any one time is one hundred
( 100
) Shares.
<PAGE> 26. The Company may require any Optionee, or any
person to
whom an option is transferred under paragraph 7, as a condition
of
exercising the option, to give written assurances satisfactory
to the
Company, stating that such person is acquiring the Shares
subject to
the option for such person's own account and not with any
present
intention of selling or otherwise distributing the Shares;
provided,
however, that the requirement of providing such written
assurances, and
any assurances given pursuant to the requirements, shall be
inoperative
if the Shares issuable upon exercise of this option are then
registered
under the Securities Act of 1993, as amended (the "Act"), or,
if such
Shares are not then so registered, counsel to the Company has
determined that such exercise and issuance would be exempt from
the
registration requirements of the Act.
27. The terms of this option commenced on September 9,
1994
and, unless sooner terminated as set forth below or in the
Plan,
terminates on June 30, 1999 .
<PAGE>
This option shall terminate prior to the expiration of its
term as
follows:
(a) Three (3) months after you cease to be an
employee or
Key Non-Employee (as defined in the Plan) of the Company or an
Affiliate.
(b) Six (6) months after your disability (as defined
in the
Plan) or your death if you were an employee or a Key
Non-Employee of
the Company or of an affiliate at the time of your disability
or death.
(c) If the termination of your employment is for
cause (as
defined in the Plan), this option shall terminate immediately.
(d) Paragraph 5(a) shall control your rights if you
cease to
be an employee or Key Non-Employee of the Company or of an
affiliate
for any reason other than death, disability or termination for
cause,
and then subsequent disability or death within the three (3)
month period after the termination of employment, or if earlier,
within the
originally prescribed term of the option you, your estate or
personal
representative may exercise the option within six (6) months
after the
date of your disability or death.
<PAGE> 28. This option may be exercised by giving written
notice to
the Company. Such written notice shall: (1) be signed by the
person
exercising the option, (2) state the number of shares with
respect to
which the option is being exercised, (3) contain the warranty
that at
the time of such exercise of the option, such person acquiring
such
Shares is acquiring his option Shares for investment and not
with a
view to, or for sale in connection with, the distribution of
any such
Shares, and (4) specify a date (other than a Saturday, Sunday
or legal
holiday) not less than five (5) nor more than ten (10) days
after the <PAGE>
date of such written notice, as the date on which the Shares
will be
purchased. Such tender and conveyance shall take place at the
principal
office of the Company during ordinary business hours, or at
such other
hour and place agreed upon by the Company and the person or
persons
exercising the option. On the date specified in such written
notice,
the company shall accept payment for the option Shares and
shall
deliver to you or the person exercising the option for you, an
appropriate certificate or certificates for fully paid
non-assessable
Shares. In the event of any failure to take up and pay for the
number
of Shares specified in such written notice on the date set
forth
therein, the exercise of the option shall terminate with
respect to
such number of Shares, but shall continue with respect to the
remaining
Shares covered by the option not yet acquired pursuant thereto.
29. This option is not transferable, except by will or by
the
laws of descent and distribution, and is exercisable during
your life
only by you.
30. This option is subject to all the provisions of the
Plan, a
copy of which is attached hereto and its provisions are hereby
made a
part of this option, as is further subject to all
interpretations,
amendments, rules and regulations which may from time to time
be
promulgated and adopted pursuant to the Plan. In the event of
any
conflict between the provisions of this option and those of the
Plan,
the provisions of the Plan shall control.
31. The Company is not providing you with advice,
warranties, or
representations regarding any of the legal or tax effects to
you with
respect to this grant. You are encouraged to seek legal and
tax advice
from your own legal and tax advisers as soon as possible.
<PAGE>
32. By accepting this grant and the Shares covered
thereby, and
by signing this instrument, you acknowledge that you are
familiar with
the terms of the grant and the Plan, that you have been
encouraged by
the Company to discuss the grant and the Plan with your own
legal and
tax advisers, and that you agree to be bound by the terms of
the grant
and the Plan.
-3-
<PAGE> 33. Optionee acknowledges that federal and state
income and
payroll taxes may apply upon exercise of this option. Optionee
agrees
that such withholding may be accomplished with respect to the
cash
compensation (if any) due the Optionee from the Company or an
Affiliate. If withholding pursuant to the foregoing sentence is
insufficient (in the sole judgement of the Company) to satisfy
the full
withholding obligation, Optionee agrees that either: (a)
Optionee will
pay over to the Company the amount of cash necessary to satisfy
such
remaining withholding obligation, on the date the option is
exercised
or at a time thereafter specified in writing by the Company; or
(b) the
Company may withhold an amount of optioned Shares equal in
value (as of
the date of option exercise) to the amount of the remaining
withholding
obligation. Upon due notice from Optionee, the Company may (in
its
discretion) satisfy the entire withholding obligation by
withholding
Shares as provided in (b) above in lieu of withholding from the
Optionee's cash compensation.
Dated this 30th day of December, 1994.
Very truly yours,
MILLER BUILDING SYSTEMS, INC.
<PAGE>
By:/s/Edward C. Craig
Title:President/CEO
<PAGE>
The undersigned:
(a) Acknowledges receipt of the foregoing option and
understands that all rights and liabilities with respect to
this option
are set forth in the option and the Plan; and
(b) Acknowledges that as of the date of grant of
this
option, it sets forth the entire understanding between the
undersigned
Optionee and the Company regarding the acquisition of the
Shares and
supersedes all prior oral and written agreements on that
subject.
/s/Ronald L. Chez
Optionee
Address:
Attachment:
1994 Stock Option Plan
-4-
/TEXT
<PAGE>
[/TEXT]
</DOCUMENT>
</SEC-DOCUMENT>
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