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) July 14, 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 an indication of interest
with respect to the acquisition of Miller) and Exhibit 99.2 (relating to
incorrectly release news about 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: July 14, 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 July 14, 2000, announcing that it has
received two indications of interest with respect to the
acquisition of Miller.
99.2 Press release dated July 14, 2000, reporting that Reuters and
possibly other news services, incorrectly released certain news
about Miller.
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Exhibit 99.1
Miller Building Systems, Inc.
P.O. Box 1283
Elkhart, Indiana 46515
(219) 295-1214
FAX (219) 295-2232
FOR IMMEDIATE RELEASE
( MBSI - NASDAQ )
July 14, 2000
MILLER BUILDING SYSTEMS, INC.
RECEIVES INDICATIONS OF INTEREST
Elkhart, Indiana, July 14, 2000 -- Miller Building Systems, Inc. (NASDAQ - MBSI)
announced today that it has received two indications of interest with respect to
the acquisition of Miller. These indications of interest were received after
it entered into an agreement in principle with Modtech Holdings, Inc. (NASDAQ -
MODT) for Modtech to acquire 100% of Miller's common stock for $8.05 in cash per
share.
Management of Miller, along with its Board of Directors, is reviewing the
materials received from these two public companies. Ed Craig, the Chief
Executive Officer and Chairman of Miller, stated that, "We are currently
analyzing these indications of interest with a view to maximize stockholder
value. However, I, along with the other members of our senior management,
continue to work with Modtech, as they complete their due diligence on our
company and the parties continue negotiations toward a definitive agreement."
Miller Building Systems, Inc. through its subsidiaries, markets, designs,
fabricates, and distributes building modules. A broad variety of applications
serve the public and private business sectors with uses in commercial,
institutional and telecommunications markets. The subsidiaries of Miller
Buildings Systems, Inc. operate from five manufacturing plants in the
continental United States. Miller Building Systems, Inc. is a public company
trading on the NASDAQ under the symbol MBSI.
Some of the statements in this press release may constitute "forward-looking
statements." Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by forward-looking
statements.
# # #
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
Exhibit 99.1
Miller Building Systems, Inc.
P.O. Box 1283
Elkhart, Indiana 46515
(219) 295-1214
FAX (219) 295-2232
FOR IMMEDIATE RELEASE
( MBSI - NASDAQ )
July 14, 2000
MILLER BUILDING SYSTEMS, INC.
INCORRECT NEWS RELEASE
Elkhart, Indiana, July 14, 2000 -- Miller Building Systems, Inc. (NASDAQ - MBSI)
learned that earlier today Reuters, and possibly other news services,
incorrectly released certain news about Miller. Miller received two indications
of interest to acquire the Company subsequent to accepting an offer from Modtech
Holdings, Inc. (NASDAQ - MODT). However, neither of these indications of
interest should be deemed to be an offer as reported by the new services.
Miller Building Systems, Inc. through its subsidiaries, markets, designs,
fabricates, and distributes building modules. A broad variety of applications
serve the public and private business sectors with uses in commercial,
institutional and telecommunications markets. The subsidiaries of Miller
Building Systems, Inc. operate from five manufacturing plants in the continental
United States. Miller Building Systems, Inc. is a public company trading
on the NASDAQ under the symbol MBSI.
Some of the statements in this press release may constitute "forward-looking
statements." Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by forward-looking
statements.
# # #
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
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