SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 20, 2000
MILLER BUILDING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
0-14651 36-3228778
(Commission File number) (I.R.S. Employer Identification No.)
58120 County Road 3 South
P.O. Box 1283
Elkhart, Indiana 46515
(Address of principal executive offices) (Zip Code)
(219) 295-1214
(Registrant's telephone number, including area code)
PART II
Item 5. Other Events
Pursuant to instruction F of Form 8-K, the information contained in
the press release as Exhibit 99.1 (related to continuing discussions with
respect to the acquisition of Miller)hereto is hereby incorporated by
reference in answer to Item 5 of this Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
MILLER BUILDING SYSTEMS, INC.
Date: October 20, 2000
By: \Thomas J. Martini
Thomas J. Martini,
Secretary and Treasurer
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LIST OF EXHIBITS
Exhibit
Number
99.1 Press release dated October 20, 2000, announcing that Coachmen
Industries, Inc. and Miller Building Systems, Inc. have
successfully completed the Tender Offer.
Exhibit 99.1
Miller Building Systems, Inc.
P.O. Box 1283
Elkhart, Indiana 46515
(219) 295-1214
FAX (219) 295-2232
COACHMEN INDUSTRIES, INC. AND MILLER BUILDING SYSTEMS, INC.
ANNOUNCE COMPLETION OF TENDER OFFER
ELKHART, Ind., Oct. 20 /PRNewswire/ -- Coachmen Industries, Inc. (NYSE: COA -
news; ``Coachmen'') and Miller Building Systems, Inc. (``Miller'') announced
today that Coachmen's indirect wholly owned subsidiary Delaware Miller
Acquisition Corporation (``Merger Subsidiary'') has successfully completed its
$8.40 per share, plus a future right to receive an additional $.30 per share,
cash tender offer for the shares of common stock of Miller (Nasdaq: MBSI -
news). The tender offer expired on October 19, 2000, at 12:00 Midnight, New
York City time.
``This acquisition is an integral part of our strategic plan to expand our core
businesses both internally and externally,'' said Claire C. Skinner, Chairman
and Chief Executive Officer of Coachmen. ``As we welcome the Miller family into
the Coachmen family, we look forward to the many opportunities for synergies
among our modular companies that will result in improved efficiencies in the
short and long term and increase shareholder value.''
Based on information provided by the Depositary, 2,956,962 shares of Miller
common stock had been tendered, including approximately 21,086 shares tendered
by notice of guaranteed delivery. After giving effect to the results of the
tender offer, Merger Subsidiary will own approximately 2,956,962 shares of
Miller common stock, or approximately 96 percent of the total shares
outstanding. Payment for the shares accepted will be made promptly and, in the
case of shares tendered by guaranteed delivery procedures, promptly after
timely delivery of shares and required documentation.
Merger Subsidiary will place $.30 per share in escrow with Bank One, to be
invested in short-term U.S. government interest-bearing securities. Upon the
satisfaction of certain legal claims involving Miller, the amount remaining in
escrow will be distributed to Miller's shareholders, net of all costs, charges
and expenses incurred.
In accordance with Section 253 of the Delaware General Corporation Law, Merger
Subsidiary expects to complete the merger with Miller on or about October 31,
2000, with Miller as the surviving corporation. Unless shareholders elect to
exercise their appraisal rights under Delaware law, each remaining common share
of Miller will be converted into the right to receive $8.40 in cash, and an
additional $.30 per share will be deposited into escrow. Miller's transfer
agent will forward to shareholders who did not tender their shares in the
tender offer detailed instructions regarding how to surrender their stock
certificates in order to receive the merger consideration.
Miller designs, manufactures, markets and services factory-built buildings.
These factory-built buildings are modular and mobile buildings, which are
generally movable and relocate-able, and designed to meet the specialized
needs of a wide variety of users.
Coachmen is the nation's largest builder of modular housing and a leading full-
line producer of recreational vehicles. The company is publicly held with its
stock listed on the New York Stock Exchange (NYSE) under the COA ticker symbol.
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of Miller Building Systems, Inc. Coachmen Industries, Inc.
and Delaware Miller Acquisition Corporation have filed a tender offer statement
with the U.S. Securities and Exchange Commission and Miller Building Systems,
Inc. has filed a solicitation/recommendation statement with respect to the
offer.
# # #
For further information contact:
Edward C. Craig Rick J. Bedell Thomas J. Martini
Chairman and Chief or President or Secretary and Treasurer
Executive Officer
(219) 295-1214 (219) 295-1214 (219) 295-1214
