MILLER BUILDING SYSTEMS, INC.
58120 County Road 3 South
Elkhart, IN 46517
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 6, 1996
The annual meeting of the stockholders of MILLER BUILDING
SYSTEMS, INC. (the "Company") will be held at NBD Bank, 121 West
Franklin Street, Elkhart, Indiana 46516, on Wednesday, November 6,
1996, at 10:00 a.m. local time, for the following purposes as described in
the attached Proxy Statement.
1. To elect two directors to the Company's Board
of Directors to serve for a term of three years or
until their successors are elected and qualify;
and to transact such other business as properly may come before the annual
meeting or any adjournment or postponement thereof.
Stockholders of record of the Company at the close of business on
September 13, 1996, will be entitled to vote at the meeting.
Please complete, sign and date your proxy card and
return it promptly in the enclosed envelope.
By order of the
Board of Directors,
Thomas J. Martini
Secretary
Elkhart, Indiana
September 25, 1996
<PAGE>
MILLER BUILDING SYSTEMS, INC.
58120 County Road 3 South
Elkhart, IN 46517
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
NOVEMBER 6, 1996
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of the Company of proxies for use
at the Company's annual meeting of stockholders to be held on November
6, 1996.
Any stockholder giving a proxy will have the right to revoke it at
any time prior to the time it is voted. A proxy may be revoked by written
notice to the Company, execution of a subsequent proxy or attendance at
the annual meeting and voting in person. Attendance at the meeting will
not automatically revoke the proxy. All shares represented by effective
proxies will be voted at the meeting or at any adjournment thereof.
The cost of soliciting proxies will be borne by the Company. In
addition to solicitation by mail, officers and employees of the Company
may solicit proxies by telephone or in person.
The Company's Annual Report, including its Annual Report on
Form 10-K for the fiscal year ended June 29, 1996, was mailed to each
stockholder on or about September 25, 1996. This Proxy Statement and
form of proxy were first mailed to stockholders on or about September 25,
1996.
The Board of Directors recommends a vote FOR the election
of all of the nominees for Director named in this Proxy Statement.
VOTING
Stockholders of record on the books of the Company at the close
of business on September 13, 1996, will be entitled to vote at the meeting.
A list of the stockholders entitled to vote at the meeting shall be open to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting at the principal executive office of the Company. The Company
had outstanding on September 13, 1996, 3,102,963 shares of Common
Stock. Each outstanding share of Common Stock entitles the holder to one
vote on each matter submitted to a vote at the meeting.
The shares represented by proxies will be voted as directed in the
proxies. In the absence of specific direction, the shares represented by
proxies will be voted FOR the election of all of the nominees as
Directors of the Company. In the event any nominee for Director shall
be unable to serve, which is not now contemplated, the shares represented
by proxies may be voted for a substitute nominee. If any matters are to be
presented at the annual meeting other than the matters referred to in this
Proxy Statement, the shares represented by proxies will be voted in the
discretion of the proxy holders.
The Company's Bylaws provide that a majority of all of the shares
of Common Stock entitled to vote, whether present in person or
represented by proxy, shall constitute a quorum for the transaction of
business at the meeting. Votes for and against, abstentions and "broker
non-votes" will each be counted as present for purposes of determining the
presence of a quorum. To determine whether a specific proposal has
received sufficient votes to be passed, for shares deemed present, an
abstention and a broker non-vote will have the same effect as a vote
"against" the proposal. With respect to the election of Directors, the two
nominees who receive the most votes will be elected.
OWNERSHIP OF MILLER BUILDING SYSTEMS, INC.
COMMON STOCK
The following table sets forth certain information with respect to
the beneficial ownership of the Common Stock as of August 30, 1996, by
each Director, by each person known by the Company to be the beneficial
owner of more than 5% of the outstanding Common Stock, by each
executive officer named in the Summary Compensation Table and by all
of the Directors and executive officers of the Company as a group.
Number of Shares of
Name and Address of Common Stock
Beneficial Owner Beneficially Owned(1)
Shares Percent
Ronald L. Chez(2)
555 Madison, Suite 3508-1
Chicago, IL 60661 292,000 9.2
Dimensional Fund Advisors, Inc.(3)
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401 234,600 7.6
Trigran Investments, L.P.
155 Pfingsten, Suite 360
Deerfield, IL 60015 195,500 6.3
Edward C. Craig 135,385 4.2
David E. Downen 35,000 1.1
Steven F. Graver(4) 61,500 2.0
William P. Hall 25,000 *
Myron C. Noble 10,000 *
David H. Padden 87,000 2.8
Jeffrey C. Rubenstein(5) 69,366 2.2
All Directors and executive officers
as a group (10 persons) 722,899 23.3
____________________
* Indicates ownership of less than 1% of Common Stock.
(1) The number of shares listed includes 296,200 shares of Common
Stock which may be acquired through the exercise of stock
options within sixty days of August 30, 1996.
(2) Includes 3,500 shares owned by Mr. Chez's wife, in which Mr.
Chez disclaims any beneficial interest.
(3) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of
234,600 shares of Company Common Stock as of June 30, 1996,
all of which shares are held in portfolios of DFA Investment
Dimensions Group, Inc., a registered open-end investment
company, or in a series of The DFA Investment Trust Company,
a Delaware business trust, or the DFA Group Trust and the DFA
Participating Group Trust, investment vehicles for qualified
employee benefit plans, all of which Dimensional Fund Advisors
Inc. serves as investment manager. Dimensional disclaims
beneficial ownership of all such shares. Dimensional has sole
voting power with respect to 133,100* shares and sole dispositive
power with respect to 234,600 shares. *Persons who are officers
of Dimensional Fund Advisors Inc. also serve as officers of DFA
Investment Dimensions Group Inc., (the "Fund") and The DFA
Investment Trust Company (the"Trust"), each an open-end
management investment company registered under the Investment
Company Act of 1940. In their capacity as officers of the Fund
and Trust, these persons vote 72,800 additional shares which are
owned by the Fund and 28,700 shares which are owned by the
Trust (both included in Sole Dispositive Power above.)
(4) Does not include 144,100 shares which are owned by investment
advisory clients of Graver, Bokhof, Goodwin & Sullivan
("GBGS"), as to which GBGS has sole voting and dispositive
power. Mr. Graver is a General Partner of GBGS. Mr. Graver
disclaims any beneficial interest in such shares.
(5) Includes 8,000 shares owned directly by Mr. Rubenstein's wife
and 8,200 shares held in trust for and owned directly by Mr.
Rubenstein's children, in which Mr. Rubenstein disclaims any
beneficial interest.
Section 16(a) of the Exchange Act requires the Company's
Directors, executive officers and holders of more than 10% of the
Company's Common Stock to file with the Securities and Exchange
Commission (the "Commission") initial reports of ownership and reports
of changes in ownership of Common Stock and other equity securities of
the Company. The Company believes that during the fiscal year ended
June 29, 1996 its Directors, executive officers and holders of more than
10% of the Company's Common Stock complied with all Section 16(a)
filing requirements.
ELECTION OF DIRECTORS
Two directors are to be elected at the annual meeting to serve for
a term of three years or until their successors are elected and qualify. The
nominees for Director, all of whom are now serving as Directors of the
Company, as well as the Continuing Directors are listed below together
with certain biographical information. Except as otherwise indicated, each
nominee for Director and each Continuing Director has been engaged in his
present principal occupation for at least the past five years.
The Board of Directors recommends a vote FOR the election
of all of the nominees listed below.
Director Nominees
EDWARD C. CRAIG, age 61, became the Chief Executive
Officer of the Company and Vice Chairman of the Board of Directors of
the Company effective July 3, 1994. Mr. Craig was elected President of
the Company on August 11, 1994. From July 1991 until April 1994, Mr.
Craig was President and Chief Executive Officer of IBG, a modular
housing company. From April 1986 to July 1991, Mr. Craig was President
of Ryland Building Systems, a division of Ryland Homes, Inc. Mr. Craig
is a Director of Regional Building Systems.
STEVEN F. GRAVER, age 44, has been a Director of the
Company since April 1991 and was elected Chairman of the Board of
Directors on August 11, 1994. Effective July 1, 1995, Graver, Bokhof &
Goodwin ("GraverBokhof") became Graver, Bokhof, Goodwin &
Sullivan ("GBGS"). GBGS is a subsidiary of the Optimum Group which
has over $800 million in assets under management. Mr. Graver is
President and Chief Portfolio Manager of the Optimum Group. In July
1991, GraverReich & Company, an investment management firm founded
by Mr. Graver ("GraverReich"), merged with GraverBokhof, an
investment management firm, and Mr. Graver became a General Partner
of GraverBokhof. From December 1986 until July 1991, Mr. Graver was
the President and Chief Executive Officer, and Executive Vice President
from February 1981 until November 1986 of GraverReich.
Continuing Directors
RONALD L. CHEZ, age 55, has been a Director of the Company
since June 30, 1994, and was Chairman of the Board from June 30, 1994
to August 11, 1994. Mr. Chez has been the President of Ronald L. Chez,
Inc., an investment/consulting firm, for the past twenty-four years.
DAVID E. DOWNEN, age 55, has been a Director of the
Company since November 1986. Mr. Downen has been a Principal of
Prairie Capital Services, Inc., an investment banking firm, since March
1993. Mr. Downen was Managing Director and Executive Vice President
from March 1991 until December 1992 and Co-manager from October
1985 until February 1991 in the Corporate Finance Department of Kemper
Securities Group, Inc. (formerly Blunt Ellis & Loewi Incorporated).
WILLIAM P. HALL, age 73, has been a Director of the Company
since October 1984. Mr. Hall has been retired since 1985 and is a part-
time management consultant.
MYRON C. NOBLE, age 58, has been a Director of the Company
since April 27, 1995. Mr. Noble is the President of PiRod, Inc. which he
founded in 1973. PiRod, Inc. is a manufacturer of telecommunication
structures.
DAVID H. PADDEN, age 68, has been a Director of the Company
since April 1983. Mr. Padden has been President of Padden & Co., Inc.,
a municipal bond dealer based in Chicago, since 1963.
JEFFREY C. RUBENSTEIN, age 54, has been a Director of the Company
since April 1983. Mr. Rubenstein has been a principal of the law firm of
Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C. since June
1991. From March 1989 until May 1991, Mr. Rubenstein was of counsel
to the law firm of Sachnoff & Weaver, Ltd, an Illinois professional
corporation. From March 1988 until January 1989, Mr. Rubenstein was
President of Medical Management of America, Inc., a management services
company for health care providers. From November 1966 until March
1988, Mr. Rubenstein was a principal of the law firm Sachnoff, Weaver &
Rubenstein, Ltd. Mr. Rubenstein is a director of Selfix, Inc. and a number
of privately held firms.
Additional Information Concerning Board of Directors
Compensation of Directors. The Chairman of the Board of
Directors receives an annual fee of $20,000 while the other Directors who
are not employees of the Company receive an annual fee of $4,000. The
Chairman and each non-employee Director also receive a fee of $1,000 for
each Board meeting attended and $100 for committee meetings attended
on the same day as a meeting of the Board of Directors and $250 for
committee meetings attended on other days. The Chairman and each non-
employee Director also receive reimbursement of reasonable expenses
relating to attendance at meetings. Directors who are full-time employees
of the Company receive no fees for service on the Board of Directors.
Audit Committee. The Audit Committee consists of three
Directors. It is the responsibility of the Audit Committee to recommend
each year to the Board of Directors independent accountants to audit the
financial statements of the Company, and to oversee the activities of the
independent accountants including the scope of the audit, any non-audit
related assignments, fees, independence of the accountants, results of the
audit and the effectiveness of the Company's internal accounting controls.
The Audit Committee met two times in the 1996 fiscal year. Members of
the Audit Committee are David E. Downen (Chairman), Steven F. Graver
and Jeffrey C. Rubenstein.
Compensation Committee. The Compensation Committee
consists of four Directors. It is the responsibility of the Compensation
Committee to make recommendations to the Board of Directors with
respect to the salaries, incentive compensation and related benefits of
officers and employees of the Company and administer the Company's
stock option plans. The Compensation Committee met two times in the
1996 fiscal year. Members of the Compensation Committee are William
P. Hall (Chairman), David E. Downen, Myron C. Noble and David H.
Padden.
Nominating Committee. The Nominating Committee was
formed on August 8, 1996, comprised of Edward C. Craig (Chairman),
Ronald L. Chez, Steven F. Graver and Jeffrey C. Rubenstein, with the
objective of recommending directors for election at the annual meeting of
stockholders. The Nominating Committee is not a standing committee but
was formed by action of the Board of Directors. The Nominating
Committee will consider nominees recommended by stockholders.
Stockholders desiring to recommend a nominee should make such
recommendation in writing, stating the name, address and principal
business occupation of the nominee for the last five (5) years, and mail
such recommendation to the Company's principal office at 58120 County
Road 3 South, Elkhart, Indiana 46517, by April 20 of each year. The
Nominating Committee met one time during the 1996 fiscal year.
Attendance at Meetings. The Board of Directors held six
meetings during the 1996 fiscal year. All of the Directors attended at least
75% of the meetings of the Board of Directors and the committees on
which they served.
COMPENSATION OF EXECUTIVE OFFICERS
The following table discloses compensation received by the Chief
Executive Officer of the Company for the fiscal year ended June 29, 1996.
Summary Compensation Table
Annual Compensation Long Term Compensation
Securities Underlying
Name and Principal Position Year Salary Bonus Options (#)
Edward C. Craig,
Chief Executive Officer(1) 1996 $150,000 $39,229 30,000
1995 130,000 23,700 170,000
(1) Mr. Craig became the Chief Executive Officer of the Company in July
1994.
Aggregated Options/SAR's Exercised in Last Fiscal Year and Fiscal
Year-End Options/SAR Values
The following table provides information on option exercises in
fiscal 1996 by the Chief Executive Officer and the value of such Chief
Executive Officer's unexercised options at June 29, 1996.
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-money Options/
Acquired Options/SARs at SARs at
on Value June 29, 1996 (#)(1) June 29, 1996 ($)(2)
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
(#) ($)
Edward
C. Craig - - 65,000 135,000 $171,250 $303,750
(1) Future exercisability is subject to vesting and the optionee remaining
employed by the Company.
(2) Value is calculated by subtracting the exercise price from the assumed
fair market value of the securities underlying the option at fiscal year-
end and multiplying the result by the number of in-the-money options held.
Fair market value was calculated based on the average high and low
"sales" price of shares of the Common Stock as reported on the
NASDAQ National Market System on that date ($6.25). There is no
guarantee that if and when these options are exercised they will have this
value.
Option/SAR Grants in Last Fiscal Year
The following table provides information on option grants in fiscal
1996 to the Chief Executive Officer.
Individual Grants Potential Realizable
Percentage Value At Assumed
Number of of Total Annual Rates of Stock
Securities Options/SARs Price Appreciation
Underlying Granted to Exercise for Option Term(1)
Options/SARs Employees in Price Expiration
Name Granted Fiscal Year(3) ($/Share) Date($) 5% ($) 10% ($)
Edward
C. Craig 55,000(2) 25.6% $4.00 2/28/2006 $138,357 $350,623
Edward
C. Craig 15,000(2) 7.0 4.00 2/28/2006 37,734 95,625
Edward
C. Craig 50,000(2) 23.3 4.00 2/28/2006 125,779 318,748
Edward
C. Craig 30,000 4.0 4.00 2/28/2006 75,467 191,249
(1) Potential realizable value is based on an assumption that the stock price
of the Common Stock appreciates at the annual rate shown (compounded
annually) from the date of grant until the end of the option term. These
numbers are calculated based on the requirements of the Commission
and do not reflect the Company's estimate of future stock price
performance.
(2) Granted as replacement options in February 1996, as shown in the "Ten-
Year Option Repricings" table.
(3) The Company granted options representing 215,000 shares to employees
in fiscal 1996 (including 120,000 options which were granted as
replacement options).
(4) The options become exercisable over a two-year period which
commenced on July 1, 1996.
Ten-Year Option Repricings
Effective February 1996, the Company and Mr. Craig entered into
a new Employment Agreement dated as of February 29, 1996. This
Employment Agreement provided, among other things, for the cancellation
of options to purchase 120,000 shares of Common Stock held by Mr.
Craig at exercise prices ranging from $4.50 to $6.00 per share and
issuance of replacement options to purchase the same number of shares of
Common Stock at $4.00 per share which equalled the closing price on the
date of grant.
Ten-Year Option Repricings
Number of Length of
Securities Market Price Original Term
Underlying of Stock at Exercise Price Remaining at
Options Time of at Time of New Date of
Repriced or Repricing or Repricing or Exercise Repricing or
Name Date Amended (#) Amendment(#) Amendment($) Price Amendment
Edward
C. Craig 2/96 15,000 4.00 4.50 4.00 100 mos.
Edward
C. Craig 2/96 55,000 4.00 6.00 4.00 100 mos.
Edward
C. Craig 2/96 50,000 4.00 4.50 4.00 100 mos.
Report of the Compensation Committee on Executive Compensation
It is the responsibility of the Compensation Committee to make
recommendations to the Board of Directors with respect to salaries, cash
bonus incentives and stock options. The Compensation Committee's
determination as to how and in what amount to compensate each executive
officer is based upon three Company policies. The first policy is to pay
executives competitively to attract, retain and motivate a high-quality
senior management team. The second policy is to link compensation to the
attainment by each executive officer of individual performance objectives.
The third policy is to encourage a performance oriented environment by
linking the financial interests of executive officers with stockholder value.
Base Salary. The Compensation Committee's determination of
each executive officer's base salary is designed to satisfy the policy of
paying executive officers competitively to attract, retain and motivate a
high-quality senior management team. The base salary of each executive
officer is determined by the following factors including, but not limited to,
the individual's level of responsibility, and base salaries paid by companies
of a similar size, type and geographic location.
Bonuses. The Compensation Committee's determination of each
executive officer's bonus is designed to satisfy the policy of linking
compensation to the attainment by each executive officer of individual
performance and group performance objectives. Each executive officer is
entitled to a bonus based upon pre-tax earnings from continuing operations
(excluding non-recurring gains, profits, and losses) for the Company as a
whole.
Stock Options. The granting of stock options is designed to
encourage a performance-oriented environment by linking the financial
interests of executive officers with stockholder value. The stock options
are granted pursuant to the provisions of the 1994 Stock Option Plan and
1991 the Stock Option Plan.
Compensation of the Chief Executive Officer. The
compensation for Edward Craig, Chief Executive Officer is determined
under the terms of his Employment Agreement. His compensation
consisted of a base salary in the amount of $150,000 plus a bonus based
on pre-tax profits generated from continuing operations (excluding non-
recurring gains, profits, and losses) ("Pre-Tax Profits") of the Company.
The bonus is equal to a percentage of base salary when Pre-Tax Profits
reach certain thresholds. The bonus threshold begins when Pre-Tax Profits
reach $500,000 and linearly escalates to 10% of base salary at Pre-Tax
Profts of $1,000,000; then linearly escalates to 30% of base salary at Pre-
Tax Profits of $1,500,000; then linearly escalates to 50% of base salary at
Pre-Tax Profits of $2,000,000. The Company and Mr. Craig entered into
a new Employment Agreement dated as of February 29, 1996. The terms
of this Employment Agreement are described in "Certain Relationships and
Related Transactions."
The Company and Mr. Craig entered into a new Employment
Agreement dated as of February 29, 1996. This Employment Agreement
provided among other things, for the cancellation of options to purchase
120,000 shares of Common Stock held by Mr. Craig at exercise prices
ranging from $4.50 to $6.00 per share and issuance of replacement options
to purchase the same number of shares of Common Stock at $4.00 per
share which equaled the closing price on the date of grant. (See the "Ten-
Year Option Repricings" table.) The options were cancelled and repriced
to provide more realistic and attainable incentive based on the market price
of the Common Stock ($4.00) on the date of grant.
Compensation Committee of
the Board of Directors
William P. Hall, Chairman
David E. Downen
Myron C. Noble
David H. Padden
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933 or the
Exchange Act that might incorporate future filings, including this Proxy
Statement, in whole or in part, the preceding reports and the Performance
Graph included in "Company Performance" shall not be incorporated by
reference into any such filings.
Company Performance
The following graph compares the five-year cumulative total
return on the Common Stock to the five-year cumulative total returns on
the NASDAQ Stock Market (U.S.) and a Company constructed industry
peer group index.
Comparative Five-Year Returns*
Miller Building Systems, Inc., NASDAQ U.S., Peer Group
(Performance results through 6/30/96)
1991 1992 1993 1994 1995 1996
Miller Building Systems, Inc. $100.0 $84.57 $98.21 $101.99 $90.66 $192.64
NASDAQ U.S. 100.0 120.13 151.08 152.52 203.59 261.37
PEER GROUP 100.0 75.48 135.87 156.93 220.54 335.71
A $100 investment made on June 30, 1991, and reinvestment of
all dividends is assumed. Returns are at June 30 of each year. The
Company constructed industry peer group consists of Modtech, Inc.,
NCI Building Systems, Inc. (beginning in April 1992) and Butler
Manufacturing Company. Each company's stock performance is
weighted by its relative market capitalization.
* Cumulative total return assumes reinvestment of dividends.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Edward Craig Employment Agreement. The Company
entered into a new Employment Agreement with Mr. Craig dated as of
February 29, 1996 ("Craig Agreement"). The material terms of Mr.
Craig's prior Employment Agreement are described in "Report of the
Compensation Committee on Executive Compensation." The Craig
Agreement provides that Mr. Craig shall be employed by the Company
as its Chief Executive Officer for the period commencing on July 1,
1996 until and including June 30, 1999 ("Term"), at an annual base
salary of $175,000 ("Base Salary"). In addition to the base salary, for
each fiscal year during the Term, the Company shall pay a bonus
("Bonus") to Mr. Craig, predicated on the Company's consolidated
publicly reported pre-tax profits generated from continuing operations
(and excluding non-recurring gains, profits and losses) ("Pre-Tax
Profits"). The bonus shall be computed each fiscal year as part of the
Executive Bonus Program.
Mr. Craig also received stock options covering a total of
150,000 shares of Common Stock, which vest over a two year period
and are exercisable at $4.00 per share. Of these stock options 120,000
shares were granted as replacement options for stock options covering
120,000 shares of Common Stock which were exercisable at prices
ranging from $4.50 to $6.00 per share.
If Mr. Craig becomes disabled or dies during the Term, Mr.
Craig or his estate will continue to be compensated at his then existing
Base Salary for a period of twelve months after inception of the
disability, his date of death, or until the expiration of the Term,
whichever occurs earlier.
The Craig Agreement also contains a provision prohibiting Mr.
Craig from disclosing unauthorized Confidential Information, as
defined, to third parties.
Ronald L. Chez Agreement. The Company entered into an
agreement dated as of September 9, 1994 with Ronald L. Chez ("Chez
Agreement"). In consideration of the services rendered by Mr. Chez as
Chairman of the Board of the Company during the period of June 30,
1994 until August 11, 1994, and in accordance with the Chez
Agreement, the Company paid to Ronald L. Chez, Inc., a corporation
which is wholly owned by Mr. Chez, the sum of $29,000, and granted to
Mr. Chez options to purchase 50,000 shares of Common Stock with an
exercise price of $3.50 per share and options to purchase 15,000 shares
of Common Stock with an exercise price of $4.50 per share. These
options are currently exercisable and expire in July 1999.
As provided in the Chez Agreement, the Company slated Mr.
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. Pursuant to the Chez Agreement, Mr.
Chez agreed that for the period until July 1, 1995, neither Chez nor any
Affiliate or Associate of Mr. Chez shall (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 Mr. 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.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accounting firm for the year
ended June 29, 1996, was Coopers & Lybrand L.L.P. Representatives
of Coopers & Lybrand L.L.P. are expected to be present at the Annual
Meeting and will have the opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Any stockholder proposal intended to be presented at the 1997
annual meeting of the Company's stockholders must be received at the
principal executive office of the Company by April 20, 1997 in order to be
considered for inclusion in the Company's proxy materials relating to that
meeting.
OTHER MATTERS
As of the date of this Proxy Statement, management knows of no
matters to be brought before the meeting other than the matters referred to
in this Proxy Statement.
By order of the Board of Directors
Thomas J. Martini
Secretary
September 25, 1996
<PAGE>
Proxy Card Proxy Card
MILLER BUILDING SYSTEMS, INC.
This Proxy is solicited on behalf of the Board of Directors for
the Annual Meeting of Stockholders to be hold on November 6, 1996
The undersigned appoints David E. Downen and David H. Padden, jointly
and severally, proxies for the undersigned, each with full power of
substitution, to attend the Annual Meeting of Stockholders of Miller
Building Systems, Inc., to be held on November 6, 1996 at 10:00 a.m. local
time, and at any adjournments or postponements of the Annual Meeting,
and to vote as specified in this Proxy all the shares of Common Stock of
the Company which the undersigned would be entitled to vote if personally
present. This Proxy when properly executed will be voted in accordance
with your indicated directions and in the discretion of the named proxies
upon such other matters as may properly come before the annual meeting
or any adjournment or postponement thereof. If no direction is made, this
Proxy will be voted FOR the election of Directors.
The Board of Directors recommends a vote FOR the election of Directors.
YOUR VOTE IS IMPORTANT! PLEASE MARK, SIGN AND DATE
THIS PROXY ON THE REVERSE SIDE AND RETURN IT
PROMPTLY IN THE ACCOMPANYING ENVELOPE.
(Continued and to be signed on reverse side.)
Miller Building Systems, Inc.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER
USING DARK INK ONLY.
1. Election of two nominees to the Board of Directors to serve for a term
of three years or until their successors are elected and qualify.
NOMINEES: Edward C. Craig and Steven F. Graver
(Except nominees written above.)
FOR ALL
FOR WITHHELD EXCEPT
The undersigned acknowledges receipt of the
Notice of Annual Meeting of Stockholders and of
the Proxy Statement.
Dated , 1996
Signature(s)
Please sign exactly as your name appears. Joint
owners should each sign personally. Where
applicable, indicate your official position or
representation capacity.
