MILLER BUILDING SYSTEMS, INC.
58120 County Road 3 South
Elkhart, IN 46517
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 4, 1998
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 4, 1998, at 10:00 a.m. local time, for
the following purposes as described in the attached Proxy Statement.
1. To elect three directors to the Company's Board of Directors to serve
for a term of three years or until their successors are elected and
qualify;
2. To approve and ratify the Directors' appointment of
PricewaterhouseCoopers LLP as the Company's independent accountants
for the 1999 fiscal year;
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 11, 1998, 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 23, 1998
MILLER BUILDING SYSTEMS, INC.
58120 County Road 3 South
Elkhart, IN 46517
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
NOVEMBER 4, 1998
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 4, 1998.
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 27, 1998, was mailed to each stockholder on or about
September 23, 1998. This Proxy Statement and form of proxy were first mailed to
stockholders on or about September 23, 1998.
The Board of Directors recommends a vote FOR the election of all of the
nominees for Director named in Proposal 1 and a vote FOR the approval and
ratification of the appointment of PricewaterhouseCoopers LLP as independent
accountants as discussed in Proposal 2.
VOTING
Stockholders of record on the books of the Company at the close of business
on September 11, 1998, 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 11, 1998, 3,312,021 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, and
FOR the approval and ratification of the appointment of PricewaterhouseCoopers
LLP as independent accountants. 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 By-Laws 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 three 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 28, 1998, 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
Dimensional Fund Advisors, Inc.(2)
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401 234,800 7.1
Ronald L. Chez
555 West Madison, Suite 3508, Tower I
Chicago, IL 60661 194,500 5.9
Edward C. Craig
c/o Miller Building Systems, Inc.
58120 County Road 3 South
Elkhart, IN 46517 190,873 5.6
David E. Downen 41,700 1.3
Steven F. Graver(3) 58,912 1.8
William P. Hall 19,200 *
Kenneth H. Granat(4) 106,012 3.2
Thomas J. Martini 8,490 *
Myron C. Noble 16,000 *
David H. Padden 92,000 2.8
Jeffrey C. Rubenstein 53,166 1.6
All directors and executive officers
as a group (10 persons) 590,336 17.8
____________________
* Indicates ownership of less than 1% of Common Stock.
(1) The number of shares listed includes 190,200 shares of Common Stock which
may be acquired through the exercise of stock options within sixty days
of August 28, 1998.
(2) Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 234,800 shares of
Company Common Stock, 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 234,800 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 28,900 shares which are owned by the Trust. These
shares are included in the 234,800 shares with respect to which Dimensional
has sole dispositive power.
(3) Does not include 145,600 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.
(4) Includes 101,012 shares which are owned by Trigran Investments, L.P.
("Trigran"), of which Mr. Granat is a limited partner. Trigran has sole
voting and dispositive power. Mr. Granat is an officer and director of
Trigran Investments, Inc., which is a general partner of Trigran. Also
includes 5,000 shares which are held in a trust, of which, Mr. Granat is
the beneficiary. The trust is a partner in GT Partnership which has sole
voting and dispositive power.
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
The By-Laws of the Company provide that the Board of Directors shall
consist of the number of directors to be determined from time to time by
resolution of the Board of Directors. The Board of Directors has fixed the
number of directors of the Company at eight. The Company's By-Laws provide that
the Board of Directors shall be divided into three classes, each of which serves
for three years, with one class being elected each year. Three 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
DAVID E. DOWNEN, age 57, 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).
KENNETH H. GRANAT, age 53, was elected a Director of the Company on
August 28, 1998. Mr. Granat has been the Chairman of the Board of Directors of
Langer Biomechanics Group since January 1995. Langer Biomechanics Group is a
publically traded company on the NASDAQ Small Capitalization Exchange. Since
1987, Mr. Granat has been Chief Executive Officer of Active Screw & Fastener
Company, an Elk Grove Village,Illinois company engaged in the full-line
distribution of fasteners and related products with plants in Elk Grove Village,
Illinois; Tucson, Arizona and Charlotte, North Carolina. Since 1991, he has
been Vice President and aDirector of Trigran Investments, Inc., Deerfield,
Illinois, the general partner and investment advisor for Trigran Investments,
L.P. Mr. Granat holds a J.D. degree from the University of Illinois College of
Law and a B.B.A. degree in business administration from the University of
Michigan.
WILLIAM P. HALL, age 75, has been a Director of the Company since October
1984. Mr. Hall has been retired since 1985 and is a part-time management
consultant.
Continuing Directors
EDWARD C. CRAIG, age 63, 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 46, 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.
MYRON C. NOBLE, age 60, has been a Director of the Company since April
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 70, 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 56, 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 Home Products
International, Inc., Vita Food Products, 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 $30,000 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 1998
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 three
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 1998 fiscal year. Members of the Compensation
Committee are William P. Hall (Chairman), David E. Downen, and David H. Padden.
Nominating Committee. The Nominating Committee was formed on August 18,
1998, comprised of Edward C. Craig (Chairman), 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 1998 fiscal year.
Attendance at Meetings. The Board of Directors held seven meetings during
the 1998 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.
PROPOSAL NO. 2:
APPROVAL AND RATIFICATION OF
APPOINTMENT OF INDEPENDENT AUDITORS
Subject to approval of the stockholders, the Board of Directors of the
Company has appointed PricewaterhouseCoopers LLP, certified public accountants,
as independent accountants to audit the consolidated financial statements of the
Company and its subsidiaries for the 1999 fiscal year. The stockholders will
be asked at the meeting to approve and ratify such appointment.
The Board of Directors recommends a vote FOR the approval and ratification
of the appointment of PricewaterhouseCoopers LLP as the Company's independent
accountants for the 1999 fiscal year.
COMPENSATION OF EXECUTIVE OFFICERS
The following table set forth information concerning the compensation of
the Chief Executive Officer and each other executive officer of the Company
whose aggregate compensation for services in all capacities rendered during the
fiscal year ended June 27, 1998 exceeded $100,000 (collectively, the "Named
Executive Officers").
Summary Compensation Table
Annual Compensation Long-Term Compensation
Awards
Securities Underlying
Name and Principal Position Year Salary ($) Bonus ($) Options (#)
Edward C. Craig, 1998 $200,000 $20,000 175,000
Chief Executive Officer 1997 175,000 81,543 -
1996 150,000 39,229 30,000
Thomas J. Martini 1998 85.077 25,500 4,000
Vice President of Finance 1997 80,385 37,456 2,000
Secretary and Treasurer 1996 76,385 19,976 6,000
Aggregated Option/SAR Exercises in Last Fiscal Year and
Fiscal Year-End Option/SAR Values
The following table provides information on option exercises in fiscal 1998
by the Named Executive Officers and the value of such Named Executive Officer's
unexercised options at June 27, 1998.
Shares Number of Securities Value of Unexercised
Acquired Underlying Unexercised In-the-Money
on Value Options/SARs at Options/SARs at
Exercise Realized June 27, 1998 (#)(2) June 27, 1998 ($)(3)
Name (#) ($)(1) Exercisable Unexercisable Exercisable Unexercisable
Edward
C. Craig 80,000 $466,250 25,000 205,000 $151,575 $222,540
Thomas J.
Martini 3,000 18,825 1,600 11,600 6,201 40,306
(1) Value realized is calculated by subtracting the exercise price of each
option exercised from the market value of shares of Common Stock underlying
each option at the exercise date. The value realized does not necessarily
indicate that the optionee sold such shares.
(2) Future exercisability is subject to vesting and the optionee remaining
employed by the Company.
(3) Value is calculated by subtracting the exercise price of each option from
the market value of the shares of Common Stock underlying each option at
fiscal year-end. Fair market value is calculated based on the average high
and low "sales" price of shares of the Common Stock as reported on the
National Market on that date of $10.06 per share. There is no guarantee
that if and when these options are exercised they will have this value.
Option/SAR Grants in Last Fiscal Year
The following table provides information on option grants in fiscal 1998 to
the Named Executive Officers.
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term (1)
Percentage
Number of of Total
Securities Options/SARs
Underlying Granted to Exercise
Options/SARs Employees in Price Expiration
Name Granted(#) Fiscal Year(2) ($/Share) Date (3) 5% ($) 10% ($)
Edward 50,000 17.2% $ 9.25 10/27/2007 $290,864 $ 737,106
C. Craig 50,000 17.2 10.25 10/27/2007 322,308 816,793
75,000 25.7 11.25 10/27/2007 530,630 1,344,720
Thomas J. 2,000 .7 8.25 12/17/2003 5,612 12,731
Martini 2,000 .7 9.938 05/06/2004 6,759 15,335
(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) The Company granted options representing 291,500 shares to employees in
fiscal 1998.
(3) The options become exercisable over a six-year period which commenced on
October 27, 1997.
Employment Agreement
On October 22, 1997, the Company amended the Employment Agreement with Mr.
Craig dated as of February 29, 1996 (collectively, the "Craig Agreement"). The
existing Craig Agreement provides that Mr. Craig shall be employed by the
Company as its Chief Executive Officer and President for the period commencing
on July 1, 1997 until and including June 30, 1999 ("Term"), at an annual base
salary of $200,000 ("Base Salary"). For a two-year period from July 1, 1999 and
continuing through June 30, 2001, Mr. Craig will serve as the Company's Chairman
of the Board and Chief Executive Officer. For a period of two years, commencing
July 1, 2001 and continuing through June 30, 2003, Mr. Craig will serve as an
independent consultant to the Company and shall perform such duties to be
determined by the Board of Directors.
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 175,000 shares of
Common Stock, which vest over a three year period and are exercisable at $9.25,
$10.25 and $11.25 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.
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 1997 Stock Option Plan, 1994 Stock Option Plan and 1991 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
$200,000 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 $1,500,000 and linearly escalates to 10% of base salary at
Pre-Tax Profits of $2,000,000; then linearly escalates to 20% of base salary at
Pre-Tax Profits of $2,500,000; then linearly escalates to 30% of base salary at
Pre-Tax Profits of $3,000,000, then linearly escalates to 50% of base salary at
Pre-Tax Profits of $3,500,000. The maximum bonus is 50% of base salary. The
terms of Mr. Craig's current Employment Agreement dated February 29, 1996 and
the Amendment to the Employment Agreement dated October 22, 1997 are described
in "Employment Agreement."
Compensation Committee of the Board of Directors
William P. Hall
David E. Downen
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 filing.
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 Stock Market (U.S.), Peer Group
(Performance results through 6/30/98)
1993 1994 1995 1996 1997 1998
Miller Building Systems, Inc. $100.00 $103.85 $ 92.31 $196.15 $246.15 $276.92
NASDAQ U.S. 100.00 100.96 134.77 173.03 210.38 277.69
PEER GROUP 100.00 115.50 162.31 247.08 254.02 365.66
A $100 investment made on June 30, 1993, 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. and
Butler Manufacturing Company. Each company's stock performance is weighted by
its relative market capitalization.
* Cumulative total return assumes reinvestment of dividends.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accounting firm for the year ended
June 27, 1998, was PricewaterhouseCoopers LLP. A representative of
PricewaterhouseCoopers LLP is expected to be present at the annual meeting and
will have the opportunity to make a statement if desired and will be available
to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Any stockholder proposal intended to be presented at the 1999 annual
meeting of the Company's stockholders must be received at the principal
executive office of the Company by April 20, 1999, 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 23, 1998
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 held on November 4, 1998
The undersigned appoints Edward C. Craig 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 4, 1998 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 adjournments or postponements thereof. If no direction is made,
this Proxy will be voted FOR the election of Directors and for the appointment
of PricewaterhouseCoopers LLP as independent accountants.
The Board of Directors recommends a vote FOR the election of Directors and FOR
the appointment of PricewaterhouseCoopers LLP as independent accountants.
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.
For All
1. Election of three nominees to the Board of Directors For Withheld Except
to serve for a term of three years or until their
successors are elected and qualify.
NOMINEES: David E. Downen, Kenneth H. Granat
and William P. Hall
(Except nominees written above.)
2. To approve and ratify the Director's appointment For Against Abstain
of PricewaterhouseCoopers LLP as the Company's
independent accountants for the 1999 fiscal year.
The undersigned acknowledges receipt of the
Notice of Annual Meeting of Stockholders and
of the Proxy Statement.
Dated , 1998
Signature(s)
Please sign exactly as your name appears.
Joint owners should each sign personally.
Where applicable, indicate your official
position or representation capacity.
