As filed with the Securities and Exchange on June 14, 2000
=====================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION
14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
----------------------------------
MILLER BUILDING SYSTEMS, INC.
(Name of Subject Company)
MODTECH HOLDINGS, INC.
(Name of Person Filing Statement)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
Title of Class of Securities)
600404 10 7
(CUSIP Number of Class of Securities)
THOMAS J. MARTINI
SECRETARY AND TREASURER
MILLER BUILDING SYSTEMS, INC.
58120 COUNTY ROAD 3 SOUTH
ELKHART, INDIANA 46517
(219) 295-1214
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the person filing statement)
with a copy to:
T. STEPHEN DYER, ESQ.
MUCH SHELIST FREED DENENBERG AMENT & RUBENSTEIN, P.C.
200 NORTH LASALLE STREET, SUITE 2100
CHICAGO, ILLINOIS 60601
(312) 346-3100
CALCULATION OF FILING FEE
==============================================================================
Amount of
Transaction Valuation* Filing Fee
------------------------------------------------------------------------------
Not applicable Not applicable
=============================================================================
* Set forth the amount on which the filing fee is calculated and state how
it was determined.
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
=============================================================================
Miller Building Systems, Inc. Announces Pending Sale
Elkhart, Indiana, June 9, 2000 -- Miller Building Systems, Inc. (Nasdaq:
MBSI) announced today that it has entered into an agreement in principle to
sell 100% of its outstanding stock for $8.05 cash per share and the assumption
of long term debt, or approximately $30 million in the aggregate to Modtech
Holdings, Inc. (Nasdaq: MODT), of Perris, California. Modtech has annual
net sales of approximately $175 million for the year ended December 31, 1999.
Modtech designs and manufacturers modular relocatable classrooms and other
modular buildings for commercial use.
Subject to negotiation of a definitive agreement, Modtech will commence a cash
tender offer in the near future for all the outstanding shares of Miller. All
stockholders should read the tender offer statement that will be filed by
Modtech, and the solicitation/recommendation statement that will be filed by
Miller with the Securities and Exchange Commission (SEC) and mailed to
stockholders. These statements will contain important information that
stockholders should consider before making any decision regarding tendering
their shares. Stockholders will be able to obtain these statements, as well
as other filings containing information about Miller and Modtech, without
charge, at the SEC's Internet site (www.sec.gov).
Copies of the solicitation/recommendation and other Miller SEC filings may be
obtained without charge from Miller's Corporate Secretary. Copies of the
tender offer and other Modtech SEC filing can also be obtained, without
charge, from Modtech's Corporate Secretary.
Chief Executive Officer Edward C. Craig stated, "The combination of Miller and
Modtech will create an organization with net sales in excess of $250 million.
We expect that the combination of Miller's production strengths in the
Northeast and Midwest and Modtech's strengths in California, the Southwest and
Southeast will produce a company that can supply a variety of modular
buildings to its customers on a nationwide basis. We believe the merger will
allow Miller's telecommunication business to be expanded to the West Coast and
provide the production capacity to expand Modtech's portable classroom
business into the Northeast and Midwest. We believe the combined organization
will provide continued growth and opportunities for our customers, employees
and suppliers."
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.
