SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14 (d) (4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)
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MILLER BUILDING SYSTEMS, INC.
(NAME OF SUBJECT COMPANY)
ACQUISITOR PLC
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(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
600404107
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(CUSIP NUMBER OF CLASS OF SECURITIES)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 753-7200
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(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications on Behalf of the Person(s) Filing Statement)
[x] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
-1-
<PAGE>
On July 12, 2000, Acquisitor plc (the "Reporting Person"), a beneficial
owner of shares of common stock, $.01 par value per share (the "Common Stock"),
of Miller Building Systems, Inc. (the "Company"), filed a Notification by Five
Percent Owner of an Issue on Schedule 13D ("Schedule 13D") with the Securities
and Exchange Commission (the "Commission"). The Schedule 13D is incorporated
herein by reference and a copy of which could be obtained by accessing the
Commission's website at www.sec.gov.
In the Schedule 13D, the Reporting Person reported that on July 10,
2000, its representatives met with certain members of the Board of Directors of
the Company and its management to discuss the business operations of the Company
and ways to enhance stockholder value. After such discussion, the Reporting
Person believed that the proposed transaction with Modtech Holdings, Inc.
("Modtech"), which was disclosed in a preliminary communication to a tender
offer on Schedule TO dated June 9, 2000, would not be the best way to maximize
stockholder value. The Reporting Person also reported that it had discussed with
representatives of the Company as to alternative ways to enhance stockholder
value and believes that the Company should consider alternative transactions,
including a leveraged recapitalization. The Reporting Person believes that a
leveraged recapitalization could be structured wherein the Company would be able
to utilize a credit facility provided by a third party to fund a self-tender for
a substantial portion of the Company's outstanding shares of Common Stock (the
"Leveraged Recapitalization"). While the Reporting Person has not completed any
due diligence (other than a review of publicly available information) and has
only had preliminary conversations with financial sources, the Reporting Person
believes that the recommended Leveraged Recapitalization would generate a higher
price per share for the outstanding shares of Common Stock of the Company than
the price offered by Modtech.
The Reporting Person believes that the proposed transaction with
Modtech may not be the best way to maximize shareholder value because the
offered price does not represent fair value for the Company on either a
comparable valuation basis or cash flow basis, as can be seen from Exhibit A.
Additionally, the Reporting Person believes that a Leveraged Recapitalization
would generate a better offer than Modtech's because it will not only give all
the Company's current stockholders a cash return but also leave them with a
carried interest in the Company going forward.
The Reporting Person is interested in continuing discussions with the
Company on an expedited basis to explore the possibility of a Leveraged
Recapitalization or to explore other alternative transactions to maximize
stockholder value. At this time, we recommend that the stockholders of the
Company do not tender their shares of Common Stock until the Company has
disclosed that it has considered and exhausted other alternatives.
-2-
<PAGE>
MILLER BUILDING SYSTEMS, INC. Date: 7/21/2000
Comparables
<TABLE>
<CAPTION>
Trailing
12 mth EV/
Earnings Before
Current Interest Taxes &
Price Shares Market Enterprise Depreciation
TICKER NAME 7/21/00 Outstanding Cap Value (EV) Amortization
------ ---- ------- ----------- ------ ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
MBSI Miller Building Systems* $ 8.05 3.10 $ 25.0 $ 29.5 4.8 x
ABRI Abrams Industries, Inc. $ 4.13 2.94 $ 12.1 $ 72.3 6.4 x
ABCO American Buildings Co.** $ 36.00 5.11 $183.8 $ 254.4 6.0 x
BLT Blount International, Inc $ 8.56 30.80 $263.6 $1,101.9 8.1 x
BBR Butler Manufacturing $ 20.31 6.64 $134.8 $ 190.0 3.2 x
MODT Modtech Holdings, Inc. $ 10.25 13.18 $135.1 $ 182.9 7.1 x
MODU MOD-U-KRAF*** $ 11.75 0.83 $ 9.7 $ 10.3 5.7 x
NCS NCI Building Systems $ 20.00 17.88 $357.6 $ 820.2 7.1 x
Averages 6.2 x
</TABLE>
<TABLE>
<CAPTION>
Trailing
Trailing 12 mth EV Qtrly
12 mth To Sales Price/ Price Debt/Total
TICKER NAME EV/Free Cash Flow Per Share Earnings To Book Capitalization
------ ---- ----------------- --------- -------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
MBSI Miller Building Systems* 5.2 x 46.1% 7.5 x 1.3 x 21.6%
ABRI Abrams Industries, Inc. 40.5 x 41.8% 5.7 x 0.6 x 75.2%
ABCO American Buildings Co.** 7.6 x 63.5% 10.9 x 2.7 x 51.7%
BLT Blount International, Inc 9.4 x 164.3% NM NM NM
BBR Butler Manufacturing 4.0 x 20.2% 5.2 x 0.9 x 32.7%
MODT Modtech Holdings, Inc. 8.2 x 104.2% 17.1 x 1.2 x 30.0%
MODU MOD-U-KRAF*** 6.8 x 47.1% 11.4 x 1.7 x 36.3%
NCS NCI Building Systems 9.5 x 89.1% 7.6 x 1.3 x 62.0%
----- ------ ----- ----- -----
Averages 12.3 x 75.7% 9.6 x 1.4 x 48.0%
</TABLE>
* Price of $8.05 is the price offered by Modtech
** Acquired by Onex Capital in mid-1999.
*** Acquired by Coachmen Industries in May 2000.
