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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4) *
Miller Building Systems, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
600404 10 7
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(CUSIP Number)
Howard Friedman, Esq., Schuyler, Roche & Zwirner, 130 East Randolph Street,
Chicago IL 60601 (312/565-8394)
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 11, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1746(2-98)
<PAGE>
CUSIP No. 600404 10 7 Page 2 of 5 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Ronald L. Chez and Individual Retirement Accounts for the benefit
of Ronald L. Chez (###-##-####)
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) N/A
(b) N/A
3 SEC Use Only
4 Source of Funds (See Instructions)
PF
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States Citizen
7 Sole Voting Power
127,000
Number of Shares
Beneficially Owned 8 Shared Voting Power
by Each Reporting None
Person With
9 Sole Dispositive Power
127,000
10 Shared Dispositive Power
None
11 Aggregate Amount Beneficially Owned by Each Reporting Person
127,000
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
4.1%
14 Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP No. 600404 10 7 Page 3 of 5 Pages
Pursuant to Rule 13d-2 of Regulation Rule 13D-g of the General Rules and
Regulations under the Securities Exchange act of 1934, as amended (the "Act"),
the undersigned, Ronald L. Chez (the "Reporting Person") hereby files this
Amendment No. 4 ("Amendment No. 4") to the original Schedule 13D ("Original
Statement") dated February 7, 1994, as amended by Amendment No. 1 dated
September 6, 1995, Amendment No. 2 dated November 22, 1995 and Amendment No. 3
dated February 6, 1997 (collectively, the "Schedule 13D") relating to the common
stock, $.01 par value of Miller Building Systems, Inc., a Delaware corporation
("Issuer"). Unless otherwise indicated herein, all capitalized terms used herein
shall have the same meanings ascribed to them in Schedule 13D. Unless otherwise
indicated herein, there are no material changes in the information set forth in
the Schedule 13D except for the number of shares now owned.
Item 3, Source and Amount of Funds or other Consideration.
The source and amount of funds used by the Reporting Person to purchase shares
of Stock reported in this Statement are personal funds of the Reporting Person.
The amount of funds received by the Reporting Person with respect to the sale of
Stock reported in this Statement became personal funds of the Reporting Person
(in all cases including funds in individual retirement accounts of the Reporting
Person and over which he has power of direction).
Item 4, Purpose of Transaction:
The purpose of the acquisition and disposition of shares of Stock by the
Reporting Person as reported herein was for investment reasons solely. None of
such acquisitions or dispositions is for any of the reasons or purposes set
forth in Item 4 of the instructions except acquisition and disposition for
investment.
Item 5, Interest in Securities of the Issuer, is amended and restated to read in
its entirety as follows as to and giving effect to the transactions set forth in
this Statement (including subparagraph (c) of Item 5):
Item 5(a), as set forth in Schedule 13D, is amended by adding at the end of
said subparagraph (a) of Item 5 the following:
(a) The aggregate number of shares of Stock of Issuer that the
Reporting Person owns as beneficiary pursuant to Rule 13d-3 of the Act is
127,000, which constitutes approximately 4.1% of the outstanding shares of
Stock of the Issuer. Form 10-Q of Issuer dated May 8, 2000 indicates
3,101,898 shares of Stock outstanding.
(b) The Reporting Person has the full power to vote or to direct the
vote and to dispose of or direct the vote and to dispose of or direct the
disposition of 127,000 shares of Stock held by him and by individual
retirement accounts of which he is the beneficiary. In Schedule 13D prior
to this Amendment No. 4, the
<PAGE>
CUSIP No. 600404 10 7 Page 4 of 5 Pages
wife of the Reporting Person, Katherine Chez, owned 1,500 shares of Stock
as to which the Reporting Person disclaimed any interest. Katherine Chez
disposed of said 1,500 shares in 1998 at her own discretion and all funds
received with respect to such disposition became her personal funds as to
which the Reporting Person disclaims any interest.
(c) The Reporting Person purchased and sold shares of Stock as
follows:
The Reporting Person exercised options to purchase 15,000 shares of Stock
at $4.50 per share ($67,500) on August 18, 1997. Said options to purchase
15,000 shares were reported in Schedule 13D prior to this 4th Amendment.
The Reporting Person also exercised the options to purchase 3,000 shares of
Stock at $6.375 per share ($19,125) on August 18, 1997.
The Reporting Person purchased and sold shares of Stock of Issuer all in
open market transactions which are chronologically listed (separated as to
sales and purchases) in Schedule A attached hereto and incorporated herein
by reference. "IRA" indicates shares of Stock that were purchased or sold
by individual retirement accounts of the Reporting Person and "P" indicates
shares of Stock that were purchased or sold personally by the Reporting
Person. The Reporting Person had full discretion and powers with respect to
shares of Stock held in his individual retirement accounts (see the
aforesaid Schedule A attached to and made part hereof)
(d) No person other than the Reporting Person has the right to receive
or the power to direct the receipt of dividends from or the proceeds from
the sale of 127,000 shares of Stock held by the Reporting Person.
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned hereby certifies that the information set forth in this Amendment
No. 1 is true, complete and correct.
Dated: September 18, 2000 /s/ Ronald L. Chez
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Ronald L. Chez
<PAGE>
CUSIP No. 600404 10 7 Page 5 of 5 Pages
Schedule A attached to Amendment 4 to Schedule 13D dated September 15, 2000
Ronald L. Chez and Individual Retirement Accounts
for the benefit of Ronald L. Chez (###-##-####)
OPEN MARKET SALES OF STOCK
Date Shares Share Total Ira or
price Cost* Personal
2/18/97 4,000 8.6250 $ 34,500.00 IRA
7/21/97 4,000 9.3750 $ 37,500.00 IRA
8/14/97 10,000 9.1250 $ 91,250.00 P
8/18/97 8,000 9.0000 $ 72,000.00 P
9/5/97 6,000 9.1250 $ 54,750.00 IRA
2/15/00 1,200 5.3125 $ 6,375.00 P
2/18/00 1,000 5.3750 $ 5,375.00 P
2/23/00 2,100 5.3750 $ 11,287.50 P
7/5/00 3,000 7.6250 $ 22,875.00 IRA
7/6/00 4,000 7.6875 $ 30,750.00 IRA
7/7/00 4,000 7.6875 $ 30,750.00 IRA
7/7/00 4,000 7.7188 $ 30,875.00 IRA
7/7/00 4,000 7.7500 $ 31,000.00 IRA
9/6/00 33,900 8.3125 $281,793.75 IRA
9/6/00 16,100 8.3125 $133,831.25 P
9/7/00 7,000 8.3125 $ 58,187.50 IRA
9/8/00 15,400 8.3125 $128,012.50 IRA
9/8/00 7,000 8.3125 $ 58,187.50 IRA
9/11/00 5,000 8.3125 $ 41,562.50 IRA
* All amounts set forth above are before brokerage commissions and related costs
OPEN MARKET PURCHASES OF STOCK
Date Shares Share Total IRA OR
price Cost* PERSONAL
8/25/98 2,000 7.5625 $ 15,125.00 IRA
8/26/98 2,000 7.2500 $ 14,500.00 IRA
8/28/98 500 7.2500 $ 3,625.00 IRA
7/20/99 2,500 5.6875 $ 14,218.75 P
7/20/99 2,500 5.6250 $ 14,062.50 P
7/21/99 5,000 5.6250 $ 28,125.00 P
8/3/99 500 5.5000 $ 2,750.00 P
8/11/99 800 5.5625 $ 4,450.00 IRA
8/13/99 2,000 6.1906 $ 12,381.20 IRA
8/20/99 100 6.0000 $ 600.00 P
8/26/99 2,500 6.8750 $ 17,187.50 IRA
9/16/99 5,000 6.5000 $ 32,500.00 IRA
11/3/99 3,000 6.2500 $ 18,750.00 IRA
11/3/99 2,000 6.1250 $ 12,250.00 IRA
12/21/99 2,500 5.0000 $ 12,500.00 P
12/21/99 300 4.9375 $ 1,481.25 P
12/23/99 1,000 5.1875 $ 5,187.50 P
12/27/99 2,000 5.0000 $ 10,000.00 P
12/31/99 2,000 4.8750 $ 9,750.00 P
1/4/00 2,000 4.9063 $ 9,812.50 P
* All amounts set forth above are before brokerage commissions and related costs
