As filed with the Securities and Exchange Commission on August 2, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9-C
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION
14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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MILLER BUILDING SYSTEMS, INC.
(Name of Subject Company)
MILLER BUILDING SYSTEMS, INC.
(Name of Persons 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
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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FOR IMMEDIATE RELEASE
( MBSI - NASDAQ )
July 31, 2000
MILLER BUILDING SYSTEMS, INC.
Continues Discussions
ELKHART, Ind., July 31, 2000. -- Miller Building Systems, Inc. (NASDAQ:MBSI)
announced today that it has terminated merger negotiations with Modtech
Holdings, Inc. (NASDAQ:MODT), as the parties were unable to reach agreement
on financial and other terms. Ed Craig, Chairman and Chief Executive Officer of
Miller stated: "Our Board's special committee is continuing ongoing discussions
with other parties who have expressed an indication interest on entering into a
transaction with Miller."
The Miller Board of Directors and its special committee is continuing to work
with Morgan Keegan, Inc., its independent investment banker, to maximize
shareholder value. Morgan Keegan is a full service New York Stock Exchange
Investment Bank, based in Memphis, Tennessee.(NYSE:MOR)
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
