As filed with the Securities and Exchange on July 20, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
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 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/Treasurer
Executive Officer
(219) 295-1214 (219) 295-1214 (219) 295-1214
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
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
